Avnet Inc 10-Q for FY2024 Q1
Avnet Inc (AVT)
About this 10-Q
Avnet Inc filed this 10-Q on November 3, 2023, covering the quarter ended September 30, 2023 (FY2024 Q1).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $6.34B
- down 6.1% from $6.75B a year earlier
- Net income
- $209.27M
- up 13.6% from net income of $184.26M a year earlier
- Diluted EPS
- $2.25
- up 16.6% from $1.93 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the quarterly period ended | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from _____ to _____ | |
Commission File #
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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| (IRS Employer | |
of incorporation or organization) |
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| Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
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(Registrant’s telephone number, including area code.)
N/A
(Former name, former address and former fiscal year, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
| Name of Each Exchange on Which registered: |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated Filer ☐ |
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Non-accelerated Filer ☐ | | Smaller Reporting Company | |
Emerging Growth Company | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 28, 2023, the total number of shares outstanding of the registrant’s Common Stock was
AVNET, INC. AND SUBSIDIARIES
INDEX
1
PART I
FINANCIAL INFORMATION
Item 1. | Financial Statements |
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
| September 30, |
| July 1, |
| ||
| | 2023 | | 2023 |
| ||
| | (Thousands, except share |
| ||||
| | amounts) |
| ||||
ASSETS | | | | | | | |
Current assets: | | | | | | | |
Cash and cash equivalents | | $ | | | $ | | |
Receivables | |
| | |
| | |
Inventories | |
| | |
| | |
Prepaid and other current assets | |
| | |
| | |
Total current assets | |
| | |
| | |
Property, plant and equipment, net | |
| | |
| | |
Goodwill | |
| | |
| | |
Operating lease assets | | | | | | | |
Other assets | |
| | |
| | |
Total assets | | $ | | | $ | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
Current liabilities: | | | | | | | |
Short-term debt | | $ | | | $ | | |
Accounts payable | |
| | |
| | |
Accrued expenses and other | | | | | | | |
Short-term operating lease liabilities | |
| | |
| | |
Total current liabilities | |
| | |
| | |
Long-term debt | |
| | |
| | |
Long-term operating lease liabilities | | | | | | | |
Other liabilities | |
| | |
| | |
Total liabilities | |
| | |
| | |
Commitments and contingencies (Note 7) | | | | | | | |
Shareholders’ equity: | | | | | | | |
Common stock $ | |
| | |
| | |
Additional paid-in capital | |
| | |
| | |
Retained earnings | |
| | |
| | |
Accumulated other comprehensive loss | |
| ( | |
| ( | |
Total shareholders’ equity | |
| | |
| | |
Total liabilities and shareholders’ equity | | $ | | | $ | | |
See notes to consolidated financial statements.
2
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | First Quarters Ended | ||||
|
| September 30, |
| October 1, | ||
| | 2023 | | 2022 | ||
| | (Thousands, except per share amounts) | ||||
| $ | | | $ | | |
|
| | |
| | |
Gross profit | |
| | |
| |
Selling, general and administrative expenses | |
| | |
| |
Restructuring, integration and other expenses | |
| | |
| — |
Operating income | |
| | |
| |
Other income, net | |
| | |
| |
Interest and other financing expenses, net | |
| ( | |
| ( |
Gain on legal settlements and other | | | | | | — |
Income before taxes | |
| | |
| |
Income tax expense | |
| | |
| |
Net income | | $ | | | $ | |
| | | | | | |
Earnings per share: | | | | | | |
Basic | | $ | | | $ | |
Diluted | | $ | | | $ | |
| | | | | | |
Shares used to compute earnings per share: | | | | | | |
Basic | |
| | |
| |
Diluted | |
| | |
| |
Cash dividends paid per common share | | $ | | | $ | |
See notes to consolidated financial statements.
3
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| | First Quarters Ended | ||||
|
| September 30, |
| October 1, | ||
| | 2023 | | 2022 | ||
| | (Thousands) | ||||
Net income | | $ | | | $ | |
Other comprehensive income (loss), net of tax: | | | | | | |
Foreign currency translation and other | |
| ( | |
| ( |
Cross-currency swap | | | | | | — |
Pension adjustments, net | |
| | |
| |
Total other comprehensive loss, net of tax | | | ( | | | ( |
Total comprehensive income (loss), net of tax | | $ | | | $ | ( |
See notes to consolidated financial statements.
4
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
|
| | |
| | |
| | |
| | |
| Accumulated |
| | | |
| | Common | | Common | | Additional | | | | | Other | | Total | |||||
| | Stock- | | Stock- | | Paid-In | | Retained | | Comprehensive | | Shareholders’ | ||||||
| | Shares | | Amount | | Capital | | Earnings | | (Loss) Income | | Equity | ||||||
| | (Thousands) | ||||||||||||||||
Balance, July 1, 2023 | |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Net income | |
| — | |
| — | |
| — | |
| | |
| — | |
| |
Other comprehensive loss | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( |
Cash dividends | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( |
Repurchases of common stock | |
| ( | |
| ( | | | — | |
| ( | | | — | |
| ( |
Stock-based compensation | |
| | | | | | | | | | — | | | — | | | |
Balance, September 30, 2023 | |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
|
| | |
| | |
| | |
| | |
| Accumulated |
| | | |
| | Common | | Common | | Additional | | | | | Other | | Total | |||||
| | Stock- | | Stock- | | Paid-In | | Retained | | Comprehensive | | Shareholders’ | ||||||
| | Shares | | Amount | | Capital | | Earnings | | (Loss) Income | | Equity | ||||||
| | (Thousands) | ||||||||||||||||
Balance, July 2, 2022 | |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
Net income | |
| — | |
| — | |
| — | |
| | |
| — | |
| |
Other comprehensive loss | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( |
Cash dividends | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( |
Repurchases of common stock | |
| ( | |
| ( | | | — | |
| ( | | | — | |
| ( |
Stock-based compensation | |
| | | | | | | | | | — | | | — | |
| |
Balance, October 1, 2022 | |
| | | $ | | | $ | | | $ | | | $ | ( | | $ | |
See notes to consolidated financial statements.
5
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | First Quarters Ended | ||||
|
| September 30, |
| October 1, | ||
| | 2023 | | 2022 | ||
| | (Thousands) | ||||
Cash flows from operating activities: | | | | | | |
Net income | | $ | | | $ | |
| | | | | | |
Non-cash and other reconciling items: | | | | | | |
Depreciation | |
| | |
| |
Amortization | |
| | |
| |
Amortization of operating lease assets | | | | | | |
Deferred income taxes | |
| | |
| ( |
Stock-based compensation | |
| | |
| |
Other, net | |
| ( | |
| |
Changes in (net of effects from businesses acquired and divested): | | | | | | |
Receivables | |
| | |
| ( |
Inventories | |
| ( | |
| ( |
Accounts payable | |
| | |
| |
Accrued expenses and other, net | |
| ( | |
| ( |
Net cash flows used for operating activities | |
| ( | |
| ( |
| | | | | | |
Cash flows from financing activities: | | | | | | |
Borrowings (repayments) under accounts receivable securitization, net | |
| ( | |
| |
Borrowings under senior unsecured credit facility, net | | | | |
| |
Repayments under bank credit facilities and other debt, net | |
| ( | |
| ( |
Repurchases of common stock | |
| ( | |
| ( |
Dividends paid on common stock | |
| ( | |
| ( |
Other, net | |
| | |
| ( |
Net cash flows provided by financing activities | |
| | |
| |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Purchases of property, plant and equipment | |
| ( | |
| ( |
Other, net | |
| | |
| |
Net cash flows used for investing activities | |
| ( | |
| ( |
| | | | | | |
Effect of currency exchange rate changes on cash and cash equivalents | |
| | |
| |
| | | | | | |
Cash and cash equivalents: | | | | | | |
— decrease | | | ( | | | ( |
— at beginning of period | | | | | | |
— at end of period | | $ | | | $ | |
See notes to consolidated financial statements.
6
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of presentation and new accounting pronouncements
In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments necessary to present fairly Avnet, Inc. and its consolidated subsidiaries’ (collectively, the “Company” or “Avnet”) financial position, results of operations, comprehensive income, and cash flows. All such adjustments are of a normal recurring nature. Certain reclassifications have been made to fiscal 2023 balances to correspond to the fiscal 2024 consolidated financial statement presentation.
Preparing financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Actual results may differ from these estimates and assumptions.
Interim results of operations do not necessarily indicate the results to be expected for the full fiscal year. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023.
Recently adopted accounting pronouncements
In September 2022, the FASB issued ASU No. 2022-04, Liabilities (subtopic 405-50): Supplier Finance Programs (“ASU No. 2022-04”) to enhance the transparency of certain supplier finance programs to assist financial statement users in understanding the effect of such programs on a company’s working capital, liquidity and cash flows. The new guidance requires qualitative and quantitative disclosure sufficient to enable users of the financial statements to understand the nature, activity during the period, changes from period to period, and potential magnitude of such programs. The Company adopted this guidance in the first quarter of fiscal 2024, except for the amendment on roll-forward information, which is effective for the Company in fiscal 2025. The Company’s adoption of ASU No. 2022-04 did not have a material impact on the Company’s consolidated financial statements.
2. Receivables
The Company’s receivables and allowance for credit losses were as follows:
| | September 30, | | July 1, | ||
| | 2023 | | 2023 | ||
| | (Thousands) | ||||
Receivables | | $ | | | $ | |
Allowance for Credit Losses | | $ | ( | | $ | ( |
7
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company had the following activity in the allowance for credit losses during the first quarters of fiscal 2024 and fiscal 2023:
| | September 30, | | October 1, | ||
| | 2023 | | 2022 | ||
| | (Thousands) | ||||
Balance at beginning of the period | | $ | | | $ | |
Credit Loss Provisions | | | | | | |
Credit Loss Recoveries | | | ( | | | ( |
Receivables Write Offs | | | ( | | | ( |
Foreign Currency Effect and Other | | | ( | | | ( |
Balance at end of the period | | $ | | | $ | |
3. Goodwill
The following table presents the change in goodwill by reportable segment for the first quarter ended September 30, 2023.
|
| Electronic |
| |
| | | ||
| | Components | | Farnell | | Total | |||
| | (Thousands) | |||||||
Carrying value at July 1, 2023 (1) | | $ | | | $ | | | $ | |
Foreign currency translation | |
| ( | |
| ( | |
| ( |
Carrying value at September 30, 2023 (1) | | $ | | | $ | | | $ | |
| (1) | Includes accumulated impairments of $ |
4. Debt
Short-term debt consists of the following (carrying balances in thousands):
| | September 30, | | July 1, | | September 30, | | July 1, | | ||||
| | 2023 |
| 2023 |
| 2023 |
| 2023 | | ||||
| | Interest Rate | | Carrying Balance |
| ||||||||
Other short-term debt | | | % | | | % | | $ | | | $ | | |
Short-term debt | | | | | | | | $ | | | $ | | |
Other short-term debt consists primarily of various committed and uncommitted lines of credit and other forms of bank debt with financial institutions utilized primarily to support the ongoing working capital requirements of the Company, including its foreign operations.
8
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Long-term debt consists of the following (carrying balances in thousands):
| | September 30, | | July 1, | | September 30, | | July 1, | | ||||
| | 2023 |
| 2023 |
| 2023 |
| 2023 | | ||||
| | Interest Rate | | Carrying Balance |
| ||||||||
Revolving credit facilities: | | | | | | | | | | | | | |
Accounts receivable securitization program (due December 2024) | | | % | | | % | | $ | | | $ | | |
Credit Facility (due August 2027) | | | % | | | % | | | | | | | |
Public notes due: | | | | | | | | | | | | | |
April 2026 | | | % | | | % | | | | | | | |
May 2031 | | | % | | | % | | | | | | | |
June 2032 | | | % | | | % | | | | | | | |
March 2028 | | | % | | | % | |
| | |
| | |
Long-term debt before discount and debt issuance costs | | | | | | | |
| | |
| | |
Discount and debt issuance costs – unamortized | | | | | | | |
| ( | |
| ( | |
Long-term debt | | | | | | | | $ | | | $ | | |
The Company has a trade accounts receivable securitization program (the “Securitization Program”) in the United States with a group of financial institutions. The Securitization Program allows the Company to transfer, on an ongoing revolving basis, an undivided interest in a designated pool of trade accounts receivable, to provide security or collateral for borrowings of up to $
The Company has a
As of September 30, 2023, the carrying value and fair value of the Company’s total debt was $
9
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
5. Leases
Substantially all the Company’s leases are classified as operating leases and are predominately related to real property for distribution centers, office space, and integration facilities with a lease term of up to
The components of lease cost related to the Company’s operating leases were as follows (in thousands):
| | First Quarters Ended | ||||
| | September 30, | | October 1, | ||
| | 2023 |
| 2022 | ||
Operating lease cost | | $ | | | $ | |
Variable lease cost | | | | | | |
Total lease cost | | $ | | | $ | |
Future minimum operating lease payments as of September 30, 2023, are as follows (in thousands):
Fiscal Year | | |
Remainder of fiscal 2024 | $ | |
2025 | | |
2026 |
| |
2027 |
| |
2028 |
| |
Thereafter |
| |
Total future operating lease payments | | |
Total imputed interest on operating lease liabilities | | ( |
Total operating lease liabilities | $ | |
Other information pertaining to operating leases consists of the following:
| | First Quarters Ended | ||||
| | September 30, | | October 1, | ||
| | 2023 |
| 2022 | ||
Operating Lease Term and Discount Rate | | | | | | |
Weighted-average remaining lease term in years | | | | | ||
Weighted-average discount rate | | | % | | % | |
Supplemental cash flow information related to the Company’s operating leases was as follows (in thousands):
| | First Quarters Ended | ||||
| | September 30, | | October 1, | ||
| | 2023 |
| 2022 | ||
Supplemental Cash Flow Information: | | | | | ||
Cash paid for operating lease liabilities | | $ | | | $ | |
Operating lease assets obtained from new operating lease liabilities | | $ | | | $ | |
10
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
6. Derivative financial instruments
Many of the Company’s subsidiaries purchase and sell products in currencies other than their functional currencies, which subjects the Company to the risks associated with fluctuations in currency exchange rates. This foreign currency exposure relates primarily to international transactions where the currency collected from customers can be different from the currency used to purchase from suppliers. The Company’s foreign operations transactions are denominated primarily in the following currencies: U.S. Dollar, Euro, British Pound, Japanese Yen, Chinese Yuan, Taiwan Dollar, Canadian Dollar, and Mexican Peso. The Company also, to a lesser extent, has foreign operations transactions in other EMEA and Asian foreign currencies.
The Company uses economic hedges to reduce this risk utilizing natural hedging (i.e., offsetting receivables and payables in the same foreign currency) and creating offsetting positions through the use of derivative financial instruments (primarily forward foreign exchange contracts typically with maturities of less than
In fiscal 2023, the Company entered into a fixed-to-fixed rate cross currency swap (the “cross-currency swap”) with a notional amount of $
The Company uses these derivative financial instruments to manage risks associated with foreign currency exchange rates and interest rates. The Company does not enter derivative financial instruments for trading or speculative purposes and monitors the financial stability and credit standing of its counterparties.
The locations and fair values of the Company’s derivative financial instruments in the Company’s consolidated balance sheets are as follows:
| | September 30, |
| July 1, | ||
| | 2023 | | 2023 | ||
| | (Thousands) | ||||
Economic hedges | | | | | | |
| $ | | | $ | | |
| $ | | | $ | | |
Cross-currency swap | | | | | | |
| $ | | | $ | | |
11
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The locations of derivative financial instruments on the Company’s consolidated statements of operations are as follows:
| | | First Quarters Ended | ||||
| | | September 30, |
| October 1, | ||
| | | 2023 | | 2022 | ||
| | | (Thousands) | ||||
Economic hedges | | $ | ( | | $ | ( | |
Cross currency swap | Interest and other financing expense, net | | $ | | | | — |
7. Commitments and contingencies
From time to time, the Company may become a party to, or be otherwise involved in, various lawsuits, claims, investigations and other legal proceedings arising in the ordinary course of conducting its business. While litigation is subject to inherent uncertainties, management does not anticipate that any such matters will have a material adverse effect on the Company’s financial condition, liquidity, or results of operations.
The Company is also currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations. For certain of these matters, it is not possible to determine the ultimate outcome, and the Company cannot reasonably estimate the maximum potential exposure or the range of possible loss, particularly regarding to matters in early stages. The Company currently believes that the resolution of such matters will not have a material adverse effect on the Company’s financial position or liquidity, but could possibly be material to its results of operations in any single reporting period.
As of September 30, 2023, and July 1, 2023, the Company had aggregate estimated liabilities of $
Gain on Legal Settlements and Other
During the first quarter of fiscal 2024, the Company recorded a gain on legal settlements and other of $
8. Income taxes
The below discussion of the effective tax rate for the periods presented in the statements of operations is in comparison to the 21% U.S. statutory federal income tax rate.
The Company’s effective tax rate on its income before taxes was
During the first quarter of fiscal 2023, the Company’s effective tax rate on its income before taxes was
12
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
9. Pension plan
The Company has a noncontributory defined benefit pension plan that covers substantially all current or former U.S. employees (the “Plan”). Components of net periodic pension cost for the Plan was as follows:
| | First Quarters Ended | ||||
|
| September 30, |
| October 1, | ||
| | 2023 |
| 2022 | ||
| | (Thousands) | ||||
Service cost within selling, general and administrative expenses | | $ | | | $ | |
| | | | | | |
Interest cost | |
| | |
| |
Expected return on plan assets | |
| ( | |
| ( |
Amortization of prior service cost | |
| | |
| |
Recognized net actuarial loss | |
| | |
| |
Total net periodic pension benefit within other income, net | | | ( | | | ( |
| | | | | | |
Net periodic pension benefit | | $ | ( | | $ | ( |
The Company made $
10. Shareholders’ equity
Share repurchase program
During the first quarter of fiscal 2024, the Company repurchased
Common stock dividend
In August 2023, the Company’s Board of Directors approved a dividend of $
13
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
11. Earnings per share
| | First Quarters Ended | ||||
|
| September 30, | | October 1, | ||
| | 2023 |
| 2022 | ||
| | (Thousands, except per share data) | ||||
Numerator: | | | |
| | |
Net income | | $ | | | $ | |
| | | | | | |
Denominator: | | | | | | |
Weighted average common shares for basic earnings per share | |
| | |
| |
Net effect of dilutive stock-based compensation awards | |
| | |
| |
Weighted average common shares for diluted earnings per share | |
| | |
| |
Basic earnings per share | | $ | | | $ | |
Diluted earnings per share | | $ | | | $ | |
Stock options excluded from earnings per share calculation due to an anti-dilutive effect | | | | | | |
12. Additional cash flow information
Non-cash investing and financing activities and supplemental cash flow information were as follows:
| | First Quarters Ended | ||||
|
| September 30, |
| October 1, | ||
| | 2023 | | 2022 | ||
| | (Thousands) | ||||
Non-cash Investing Activities: | | | | | | |
Capital expenditures incurred but not paid | | $ | | | $ | |
Non-cash Financing Activities: | | | | | | |
Unsettled share repurchases | | $ | | | $ | |
Supplemental Cash Flow Information: | | | | | | |
Interest | | $ | | | $ | |
Income tax payments, net | | $ | | | $ | |
Included in cash and cash equivalents as of September 30, 2023, and July 1, 2023, was $
14
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
13. Segment information
Electronic Components (“EC”) and Farnell (“Farnell”) are the Company’s reportable segments (“operating groups”).
| | First Quarters Ended | ||||
| | September 30, | | October 1, | ||
| | 2023 |
| 2022 | ||
|
| (Thousands) | ||||
Sales: |
| |
|
| |
|
Electronic Components | | $ | | | $ | |
Farnell | | | | | | |
| | | | | | |
Operating income: | | | | | | |
Electronic Components | | $ | | | $ | |
Farnell | | | | | | |
| | | | | | |
Corporate expenses | | | ( | | | ( |
Restructuring, integration and other expenses | |
| ( | |
| — |
Amortization of acquired intangible assets and other | | | ( | | | ( |
Operating income | | $ | | | $ | |
| | | | | | |
Sales, by geographic area: | | | | | | |
Americas | | $ | | | $ | |
EMEA | |
| | |
| |
Asia | |
| | |
| |
Sales | | $ | | | $ | |
14. Restructuring expenses
During fiscal 2023, the Company’s Farnell operating group incurred restructuring expenses primarily related to the planned closure of a distribution center intended to reduce future operating expenses. The following table presents the activity during the first quarter of fiscal 2024 related to the restructuring liabilities established during fiscal 2024 and the remaining restructuring liabilities established during fiscal 2023:
| | |
| Facility |
| | |||
| | Severance |
| Exit Costs |
| Total | |||
| | (Thousands) | |||||||
Balance at July 1, 2023 | | $ | | | $ | | | $ | |
Fiscal 2024 restructuring expenses | | | | | | — | | | |
Cash payments | |
| ( | | | — | | | ( |
Other, principally foreign currency translation | |
| ( | | | — | | | ( |
Balance at September 30, 2023 | | $ | | | $ | | | $ | |
15
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the financial condition, results of operations, and business of the Company. Many of these statements can be found by looking for words like “believes,” “projected,” “plans,” “expects,” “anticipates,” “should,” “will,” “may,” “estimates,” or similar expressions in this Quarterly Report or in documents incorporated by reference in this Quarterly Report. These forward-looking statements are subject to numerous assumptions, risks, and uncertainties. The following important factors, in addition to those discussed elsewhere in this Quarterly Report, and the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, could affect the Company’s future results of operations, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements: geopolitical events and military conflicts; pandemics and other health-related crises; competitive pressures among distributors of electronic components; an industry down-cycle in semiconductors, including supply shortages; relationships with key suppliers and allocations of products by suppliers, including increased non-cancellable/non-returnable orders; accounts receivable defaults; risks relating to the Company’s international sales and operations, including risks relating to repatriating cash, foreign currency fluctuations, inflation, duties and taxes, sanctions and trade restrictions, and compliance with international and U.S. laws; risks relating to acquisitions, divestitures and investments; adverse effects on the Company’s supply chain, operations of its distribution centers, shipping costs, third-party service providers, customers and suppliers, including as a result of issues caused by military conflicts, terrorist attacks, natural and weather-related disasters, pandemics and health related crises, warehouse modernization, and relocation efforts; risks related to cyber security attacks, other privacy and security incidents, and information systems failures, including related to current or future implementations, integrations, and upgrades; general economic and business conditions (domestic, foreign and global) affecting the Company’s operations and financial performance and, indirectly, the Company’s credit ratings, debt covenant compliance, liquidity, and access to financing; constraints on employee retention and hiring; and legislative or regulatory changes.
Any forward-looking statement speaks only as of the date on which that statement is made. Except as required by law, the Company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
For a description of the Company’s critical accounting policies and an understanding of Avnet and the significant factors that influenced the Company’s performance during the quarter ended September 30, 2023, this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Item 1 of this Quarterly Report on Form 10-Q, as well as the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023.
The discussion of the Company’s results of operations includes references to the impact of foreign currency translation. When the U.S. Dollar strengthens and the stronger exchange rates are used to translate the results of operations of Avnet’s subsidiaries denominated in foreign currencies, the result is a decrease in U.S. Dollars of reported results. Conversely, when the U.S. Dollar weakens, the weaker exchange rates result in an increase in U.S. Dollars of reported results. In the discussion that follows, results excluding this impact, primarily for subsidiaries in Europe, the Middle East and Africa (“EMEA”) and Asia/Pacific (“Asia”), are referred to as “constant currency.”
In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the U.S. (“GAAP”), the Company also discloses certain non-GAAP financial information, including:
| ● | Operating income excluding (i) restructuring, integration and other expenses, and (ii) amortization of acquired intangible assets is referred to as “adjusted operating income.” |
16
The reconciliation of operating income to adjusted operating income is presented in the following table:
| | First Quarters Ended | ||||
|
| September 30, |
| October 1, | ||
| | 2023 |
| 2022 | ||
| | (Thousands) | ||||
Operating income | | $ | 253,769 | | $ | 290,537 |
Restructuring, integration and other expenses | |
| 7,051 | |
| — |
Amortization of acquired intangible assets and other | |
| 878 | |
| 2,759 |
Adjusted operating income | | $ | 261,698 | | $ | 293,296 |
Management believes that providing this additional information is useful to financial statement users to better assess and understand operating performance, especially when comparing results with prior periods or forecasting performance for future periods, primarily because management typically monitors the business both including and excluding these adjustments to GAAP results. Management also uses these non-GAAP measures to establish operational goals and, in many cases, for measuring performance for compensation purposes. However, any analysis of results on a non-GAAP basis should be used as a complement to, and in conjunction with, results presented in accordance with GAAP.
OVERVIEW
Organization
Avnet, Inc., including its consolidated subsidiaries (collectively, the “Company” or “Avnet”), is a leading global electronic component technology distributor and solutions provider that has served customers’ evolving needs for more than a century. Founded in 1921, the Company works with suppliers in every major technology segment to serve customers in more than 140 countries.
Avnet has two primary operating groups — Electronic Components (“EC”) and Farnell (“Farnell”). Both operating groups have operations in each of the three major economic regions of the world: (i) the Americas, (ii) EMEA, and (iii) Asia. EC markets, sells, and distributes (i) semiconductors, (ii) interconnect, passive and electromechanical components, and (iii) other integrated and embedded components, to a diverse customer base serving many end-markets. Farnell distributes electronic components and industrial products to a diverse customer base utilizing multi-channel sales and marketing resources.
Results of Operations
Executive Summary
Consolidated sales for the first quarter of fiscal 2024 were $6.34 billion, a decrease of $414.5 million or 6.1% compared to sales of $6.75 billion in the prior year first quarter.
Gross profit of $748.1 million and gross profit margin of 11.8% in the first quarter of fiscal 2024 compared to gross profit of $768.2 million and gross profit margin of 11.4% in the first quarter of fiscal 2023.
Operating income of $253.8 million was $36.8 million or 12.7% lower than the prior year first quarter operating income of $290.5 million. Operating income margin was 4.0% in the first quarter of fiscal 2024, as compared to 4.3% in the first quarter of fiscal 2023, a decrease of 29 basis points.
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Sales
The following table presents sales growth rates for the first quarter of fiscal 2024 as compared to fiscal 2023 by geographic region and operating group.
| | Quarter Ended | ||||
| | September 30, 2023 | ||||
| | | Sales | |||
| | | | Year-Year % | ||
| | Sales | | Change in | ||
| | Year-Year | | Constant | ||
| | % Change | | Currency | ||
Avnet | | (6.1) | % | | (7.8) | % |
Avnet by region | | | | | | |
Americas | | (6.3) | % | | (6.3) | % |
EMEA | | 8.4 | | | 1.9 | |
Asia | | (16.6) | | | (15.8) | |
Avnet by operating group | | | | | | |
EC | | (6.5) | % | | (8.1) | % |
Farnell | | (1.1) | | | (3.8) | |
Sales were $6.34 billion, down $414.5 million or 6.1% from the prior year first quarter sales of $6.75 billion. Sales decreased by 7.8% in constant currency in the first quarter of fiscal 2024 year over year with both operating groups contributing to this decrease.
EC sales of $5.91 billion in the first quarter of fiscal 2024 decreased $409.8 million or 6.5% from the prior year first quarter sales of $6.32 billion. EC sales decreased 8.1% year over year in constant currency. The decrease in sales in the Company's EC operating group is primarily due to lower demand as a result of the normalization of supply of electronic components when compared to the prior year.
Farnell sales for the first quarter of fiscal 2024 were $421.2 million, a decrease of $4.7 million or 1.1% from the prior year first quarter sales of $425.9 million. Farnell sales in constant currency in the first quarter of fiscal 2024 decreased by 3.8% year over year due primarily to a decline in demand for electronic components from high service distributors and as a result of competitive pricing pressures.
Gross Profit
Gross profit for the first quarter of fiscal 2024 was $748.1 million, a decrease of $20.1 million or 2.6% from the first quarter of fiscal 2023 gross profit of $768.2 million. Gross profit margin of 11.8% increased 43 basis points compared to the first quarter of fiscal 2023 gross profit margin of 11.4%. EC gross profit margin increased year over year primarily due to a larger proportion of sales coming from the higher-margin western regions. Sales in western regions represented approximately 60% of sales in the first quarter of fiscal 2024 as compared to 55% during the first quarter of fiscal 2023. Farnell gross profit margin decreased year over year largely due to the unwinding of component shortage pricing premiums, a lower sales mix of on the board electronic components and from competitive pricing pressures.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (“SG&A expenses”) were $487.3 million in the first quarter of fiscal 2024, an increase of $9.6 million or 2.0% from the first quarter of fiscal 2023. The year-over-year increase in SG&A expenses was primarily a result of foreign currency translation.
Metrics that management monitors with respect to its operating expenses are SG&A expenses as a percentage of sales and as a percentage of gross profit. In the first quarter of fiscal 2024, SG&A expenses were 7.7% of sales and
18
65.1% of gross profit, as compared with 7.1% and 62.2%, respectively, in the first quarter of fiscal 2023. The year-over-year increase in SG&A expense as a percentage of both sales and gross profit is primarily due the decrease in sales and gross profit.
Restructuring, Integration and Other Expenses
The Company recorded restructuring, integration and other expenses of $7.1 million during the first quarter of fiscal 2024. Restructuring expenses consisted of severance costs of $2.7 million related to the reduction, or planned reduction of over 50 employees in the Company’s Farnell operating group. Additionally, during the first quarter of fiscal 2024 the Company recorded $4.4 million in other expenses. The after-tax impact of restructuring, integration, and other expenses were $5.3 million and $0.06 per share on a diluted basis. As of September 30, 2023 the Company does not anticipate any material adjustments relating to the aforementioned restructuring and integration plans.
Operating Income
Operating income for the first quarter of fiscal 2024 was $253.8 million, a decrease of $36.8 million or 12.7%, from the first quarter of fiscal 2023 operating income of $290.5 million. The year-over-year decrease in operating income was primarily driven by the decrease in sales, higher SG&A expenses, and restructuring, integration and other expenses, partially offset by the favorable impact from foreign currency exchange rates. Adjusted operating income for the first quarter of fiscal 2024 was $261.7 million, a decrease of $31.6 million or 10.8% from the first quarter of fiscal 2023. Operating income margin was 4.0% in the first quarter of fiscal 2024, a decrease of 29 basis points compared to 4.3% in the prior year first quarter.
EC operating income margin increased 38 basis points year over year to 4.6% and Farnell operating income margin decreased 792 basis points year over year to 4.2%. EC’s improvement in operating income margin is a result of higher gross profit margins and lower overall SG&A expenses year over year primarily in the western regions. The decrease in operating income margin at Farnell is primarily driven by lower sales and declines in gross profit margin as discussed further above.
Interest and Other Financing Expenses, Net
Interest and other financing expenses in the first quarter of fiscal 2024 was $70.8 million, an increase of $25.7 million, as compared with interest and other financing expenses of $45.1 million in the first quarter of fiscal 2023. The increases in interest and other financing expenses in the first quarter of fiscal 2024 compared to the first quarter of fiscal 2023 is primarily a result of higher outstanding borrowings and increases in average borrowing rates during the first quarter of fiscal 2024 as compared to the first quarter of fiscal 2023.
Gain on Legal Settlements and other
During the first quarter of fiscal 2024, the Company recorded a gain on legal settlements and other of $86.5 million before tax, $66.1 million after tax, and $0.71 per share on a diluted basis, in connection with the settlement of claims filed against certain manufacturers of capacitors.
Income Tax
The below discussion of the effective tax rate for the periods presented in the statements of operations is in comparison to the 21% U.S. statutory federal income tax rate.
The Company’s effective tax rate on its income before taxes was 24.0% in the first quarter of fiscal 2024. During the first quarter of fiscal 2024, the Company’s effective tax rate was unfavorably impacted primarily by (i) increases to unrecognized tax benefit reserves net of settlements, (ii) U.S. state taxes, and (iii) the mix of income in higher tax jurisdictions.
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During the first quarter of fiscal 2023, the Company’s effective tax rate on its income before taxes was 25.0%. During the first quarter of fiscal 2023, the Company’s effective tax rate was unfavorably impacted primarily by (i) increases to unrecognized tax benefit reserves and (ii) the mix of income in higher tax jurisdictions.
Net Income
As a result of the factors described in the preceding sections of this MD&A, the Company’s net income for the first quarter of fiscal 2024 was $209.3 million, or $2.25 per share on a diluted basis, as compared with $184.3 million, or $1.93 per share on a diluted basis, in the first quarter of fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow
Cash Flow from Operating Activities
During the first quarter of fiscal 2024, the Company used $41.3 million of cash flow for operations compared to $645.1 million of cash used for operations in the first quarter of fiscal 2023. These operating cash flows were comprised of: (i) cash flow generated from net income, adjusted for the impact of non-cash and other items, which includes depreciation and amortization expenses, deferred income taxes, stock-based compensation expense, amortization of operating lease assets, and other non-cash items, and (ii) cash flows used for working capital and other, excluding cash and cash equivalents. Cash used for working capital and other was $280.1 million during the first quarter of fiscal 2024, including an increase in inventories of $371.6 million, and a decrease in accrued expenses and other of $50.2 million, offset by an increase in accounts payable of $111.5 million, and a decrease in accounts receivable of $30.2 million. Comparatively, cash used for working capital and other was $874.8 million during the first quarter of fiscal 2023, including increases in accounts receivable of $419.9 million, and in inventories of $559.0 million, and a decrease in accrued expenses and other of $16.8 million, partially offset by an increase in accounts payable of $120.9 million.
Cash Flow from Financing Activities
During the first quarter of fiscal 2024, the Company received net proceeds of $243.6 million under the Credit Facility, and repaid $92.1 million under the Securitization Program, and $0.1 million under other short-term debt. During the first quarter of fiscal 2024, the Company paid dividends on common stock of $28.3 million and repurchased $24.3 million of common stock.
During the first quarter of fiscal 2023, the Company received net proceeds of $702.0 million and $152.2 million under the Credit Facility and the Securitization Program, respectively, and a repayment of $85.4 million under the other short-term debt. During the first quarter of fiscal 2023, the Company paid dividends on common stock of $27.0 million and repurchased $152.4 million of common stock.
Cash Flow from Investing Activities
During the first quarter of fiscal 2024, the Company used $76.1 million for capital expenditures as compared to $28.2 million for capital expenditures in the first quarter of fiscal 2023. The increase in capital expenditures is primarily due to distribution and warehouse expansions in EMEA.
Contractual Obligations
For a detailed description of the Company’s long-term debt and lease commitments for the next five years and thereafter, see Long-Term Contractual Obligations appearing in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023. There are no material changes to this information outside of normal borrowings and repayments of long-term debt and operating lease payments. The Company does not currently have any material non-cancellable commitments for capital expenditures or inventory purchases outside of the normal course of business.
20
Financing Transactions
See Note 4, “Debt” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on financing transactions including the Credit Facility, the Securitization Program, and other outstanding debt as of September 30, 2023. The Company was in compliance with all covenants under the Credit Facility and the Securitization Program as of September 30, 2023, and July 1, 2023.
The Company has various lines of credit, financing arrangements, and other forms of bank debt in the U.S. and various foreign locations to fund the short-term working capital, foreign exchange, overdraft, and letter of credit needs of its wholly owned subsidiaries. Outstanding borrowings under such forms of debt at the end of first quarter of fiscal 2024 was $68.6 million.
As an alternative form of liquidity outside of the United States, the Company sells certain of its trade accounts receivable on a non-recourse basis to financial institutions pursuant to factoring agreements. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the consolidated statements of cash flows. Factoring fees for the sales of trade accounts receivable are recorded within “Interest and other financing expenses, net” and were not material to the consolidated financial statements.
Liquidity
The Company held cash and cash equivalents of $278.7 million as of September 30, 2023, of which $183.2 million was held outside the United States. As of July 1, 2023, the Company held cash and cash equivalents of $288.2 million, of which $194.5 million was held outside of the United States.
During periods of weakening demand in the electronic components industry, the Company typically generates cash from operating activities. Conversely, the Company will use cash for working capital requirements during periods of higher growth. The Company used $109.8 million in cash flows for operating activities over the trailing four fiscal quarters ended September 30, 2023.
Liquidity is subject to many factors, such as normal business operations and general economic, financial, competitive, legislative, and regulatory factors that are beyond the Company’s control. To the extent the cash balances held in foreign locations cannot be remitted back to the U.S. in a tax efficient manner, those cash balances are generally used for ongoing working capital, including the need to purchase inventories, capital expenditures and other foreign business needs. In addition, local government regulations may restrict the Company’s ability to move funds among various locations under certain circumstances. Management does not believe such restrictions would limit the Company’s ability to pursue its intended business strategy.
As of the end of the first quarter of fiscal 2024, the Company had a combined total borrowing capacity of $2.20 billion under the Credit Facility and the Securitization Program. There were $1.00 billion of borrowings outstanding and $0.9 million in letters of credit issued under the Credit Facility, and $463.7 million outstanding under the Securitization Program, resulting in approximately $733.3 million of total committed availability as of September 30, 2023. Availability under the Securitization Program is subject to the Company having sufficient eligible trade accounts receivable in the United States to support desired borrowings.
During the first quarter of fiscal 2024, the Company had an average daily balance outstanding of approximately $1.15 billion under the Credit Facility and approximately $624.9 million under the Securitization Program.
As of September 30, 2023, the Company may repurchase up to an aggregate of $291.5 million of shares of the Company’s common stock through the share repurchase program approved by the Board of Directors. The Company may repurchase stock from time to time at the discretion of management, subject to strategic considerations, market conditions including share price and other factors. The Company may terminate or limit the share repurchase program at any time without prior notice. During the first quarter of fiscal 2024, the Company repurchased $27.0 million of common stock.
21
The Company has historically paid quarterly cash dividends on shares of its common stock, and future dividends are subject to approval by the Board of Directors. During the first quarter of fiscal 2024, the Board of Directors approved a dividend of $0.31 per share, which resulted in $28.3 million of dividend payments during the quarter.
The Company continually monitors and reviews its liquidity position and funding needs. Management believes that the Company’s ability to generate operating cash flows through the liquidation of working capital in the future and available borrowing capacity, including capacity for the non-recourse sale of trade accounts receivable, will be sufficient to meet its future liquidity needs. Additionally, the Company believes that it has sufficient access to additional liquidity from the capital markets if necessary.
Recently Issued Accounting Pronouncements
See Note 1, “Basis of presentation and new accounting pronouncements” to the Company’s consolidated financial statements included in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
The Company seeks to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements, from time to time, that are intended to provide an economic hedge against some or all, of the risks associated with such volatility. The Company continues to have exposure to such risks to the extent they are not economically hedged.
See Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023, for further discussion of market risks associated with foreign currency exchange rates and interest rates. Avnet’s exposure to such risks has not changed materially since July 1, 2023, as the Company continues to economically hedge the majority of its foreign currency exchange exposures. Thus, any increase or decrease in fair value of the Company’s forward foreign currency exchange contracts is generally offset by an opposite effect on the related economically hedged position. For interest rate risk, the Company continues to maintain a combination of fixed and variable rate debt to mitigate the exposure to fluctuations in market interest rates.
See Liquidity and Capital Resources — Financing Transactions appearing in Item 2 of this Quarterly Report on Form 10-Q for further discussion of the Company’s financing transactions and capital structure. As of September 30, 2023, approximately 52% of the Company’s debt bears interest at a fixed rate and 48% of the Company’s debt bears interest at variable rates. Therefore, a hypothetical 1.0% (100 basis points) increase in interest rates would result in a $3.8 million decrease in income before income taxes in the Company’s consolidated statement of operations for the first quarter of fiscal 2024.
Item 4. | Controls and Procedures |
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the reporting period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s disclosure controls and procedures are effective such that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified by the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
During the first quarter of fiscal 2024, there were no changes to the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
22
PART II
OTHER INFORMATION
Item 1. | Legal Proceedings |
Pursuant to SEC regulations, including but not limited to Item 103 of Regulation S-K, the Company regularly assesses the status of and developments in pending environmental and other legal proceedings to determine whether any such proceedings should be identified specifically in this discussion of legal proceedings, and has concluded that no particular pending legal proceeding requires public disclosure. Based on the information known to date, management believes that the Company has appropriately accrued in its consolidated financial statements for its share of the estimable costs of environmental and other legal proceedings.
The Company is also currently subject to various pending and potential legal matters and investigations relating to compliance with governmental laws and regulations, including import/export and environmental matters. The Company currently believes that the resolution of such matters will not have a material adverse effect on the Company’s financial position or liquidity, but could possibly be material to its results of operations in any single reporting period.
Item 1A. | Risk Factors |
The discussion of the Company’s business and operations should be read together with the risk factors contained in Item 1A of its Annual Report on Form 10-K for the fiscal year ended July 1, 2023, which describe various risks and uncertainties to which the Company is or may become subject. These risks and uncertainties have the potential to affect the Company’s business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. As of September 30, 2023, there have been no material changes to the risk factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2023.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
The Company’s Board of Directors has approved the repurchase plan of up to an aggregate of $600 million of common stock. The following table includes the Company’s monthly purchases of the Company’s common stock during the first quarter of fiscal 2024, under the share repurchase program, which is part of a publicly announced plan.
| | | | | | | Total Number of | | Approximate Dollar |
| |
| | Total | | Average | | Shares Purchased | | Value of Shares That |
| ||
| | Number | | Price | | as Part of Publicly | | May Yet Be |
| ||
| | of Shares | | Paid per | | Announced Plans | | Purchased under the |
| ||
Period | | Purchased |
| Share |
| or Programs |
| Plans or Programs |
| ||
July 2 – July 29 |
| — |
| | — |
| — |
| $ | 318,511,000 | |
July 30 – August 26 |
| — | | | — |
| — | | $ | 318,511,000 | |
August 27 – September 30 |
| 558,695 | | $ | 48.40 |
| 558,695 | | $ | 291,469,000 | |
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Item 6. | Exhibits |
Exhibit | | |
Number |
| Exhibit |
| | |
10.1* | | |
| | |
31.1* | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2* | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1** | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
32.2** | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
101.INS* | | XBRL - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| | |
101.SCH* | | XBRL Taxonomy Extension Schema Document. |
| | |
101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
| | |
101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| | |
101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document. |
| | |
101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
* | Filed herewith. |
** | Furnished herewith. The information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under that section, and shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
24
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 3, 2023
| AVNET, INC. | |
| | |
| | |
| By: | /s/ KENNETH A. JACOBSON |
| | Kenneth A. Jacobson |
| | Chief Financial Officer |
25
Exhibit 10.1
Indemnification Agreement
This Indemnification Agreement (“Agreement”), dated __________, is made by and between Avnet, Inc., a New York corporation (the “Company” or “Avnet”) and __________ (the “Indemnitee”).
Recitals
Agreement
The parties hereto agree as follows:
| I. | Indemnification |
| II. | Advancement of Expenses |
Avnet shall, to the fullest extent permitted by law, advance Expenses actually and necessarily incurred by Indemnitee in connection with any Proceeding, including, without limitation, a Proceeding to enforce Indemnitee’s rights, or Avnet’s obligations, under this Agreement. Advancement of Expenses shall not be conditioned on the posting of a bond or surety and shall be unsecured and interest-free. Indemnitee shall repay any such amounts if, and only to the extent that, it is ultimately determined that Indemnitee is not entitled to indemnification under this Agreement or otherwise. Indemnitee shall not be required to demonstrate financial ability to make any such repayment. As required under New York law, Avnet shall provide advancement of expenses upon receipt of an undertaking by or on behalf of Indemnitee to repay such amounts to the extent required by law.
| III. | Process for Granting Advancement of Expenses and Indemnification |
2
Avnet, Inc.
2211 South 47th Street
Phoenix, AZ 85034
Attn: General Counsel
3
| IV. | Defense of Claim |
If Avnet becomes obligated to provide advancement of Expenses with respect to a Proceeding as provided in this Agreement, then Avnet shall be entitled (but not obligated) to assume the defense of such Proceeding, with counsel reasonably satisfactory to Indemnitee. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding at Indemnitee’s expense. Once Avnet assumes the defense of such Proceeding, then Avnet will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) Avnet has expressly authorized Indemnitee to employ counsel at Avnet’s expense, or (ii) Indemnitee reasonably concludes that there is a conflict of interest between Avnet and Indemnitee with respect to the Proceeding.
| V. | Submitting Expenses |
If Indemnitee is deemed to be entitled to advancement of Expenses under Section III.c, then Indemnitee shall timely submit to Avnet a written request that includes such documentation and information as is reasonably available and necessary to verify Expenses that are eligible for advancement. Avnet shall respond within 30 days by (i) providing payment, (ii) seeking additional information, or (iii) explaining why the request (or any portion thereof) is denied.
| VI. | Insurance and Subrogation |
Avnet may purchase and maintain insurance on behalf of Indemnitee with respect to Indemnitee’s Service. Avnet shall be subrogated to all rights of recovery of Indemnitee with respect to any insurance policy, and Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable Avnet to bring suit to enforce such rights. Avnet shall pay or reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.
| VII. | Settlement Provisions |
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| VIII. | Non-Exclusivity |
The rights to advancement of Expenses and indemnification granted to Indemnitee under this Agreement are not exclusive of, or in limitation of, any other rights to which Indemnitee is entitled, including any rights under applicable law, Avnet’s Restated Certificate of Incorporation, Avnet’s By-Laws, any agreement, any resolution of shareholders or directors, or otherwise. However, Avnet shall not be liable to provide advancement of Expenses or indemnification under this Agreement to the extent that Indemnitee has otherwise actually received indemnification, reimbursement, or coverage for Expenses under any insurance policy, contract, agreement, or otherwise.
| IX. | Miscellany |
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Each of the parties hereto has executed this Agreement to be effective as of the day and year first above written.
Avnet, Inc. | | Indemnitee | |||
| | | | ||
| | | | ||
| | | | ||
| | | | ||
By: | | | | ||
| Michael R. McCoy | | [Name] | ||
| Sr. Vice President | | [Title] | ||
| Chief Legal Officer | | | ||
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CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Philip R. Gallagher, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Avnet, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 3, 2023
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Kenneth A. Jacobson, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Avnet, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: November 3, 2023
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Report”), I, Philip R. Gallagher, Chief Executive Officer of Avnet, Inc. (the “Company”) hereby certify that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 3, 2023
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
(as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Report”), I, Kenneth A. Jacobson, Chief Financial Officer of Avnet, Inc. (the “Company”) hereby certify that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 3, 2023