Avnet Inc 10-K for FY2023
Avnet Inc (AVT)
About this 10-K
Avnet Inc filed this 10-K on August 18, 2023, covering the fiscal year ended July 1, 2023 (FY2023).
Headline figures
Fiscal year ended July 1, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $26.54B
- up 9.2% from $24.31B a year earlier
- Net income
- $770.83M
- up 11.3% from net income of $692.38M a year earlier
- Diluted EPS
- $8.26
- up 19.0% from $6.94 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Trading Symbol |
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻
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 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 ◻ |
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ◻
Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b). ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value (approximate) of the registrant’s common equity held by non-affiliates based on the closing price of a share of the registrant’s common stock for Nasdaq Global Select Market composite transactions on December 30, 2022 (the last business day of the registrant’s most recently completed second fiscal quarter) was $
As of August 11, 2023, the total number of shares outstanding of the registrant’s Common Stock was
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement (to be filed pursuant to Reg. 14A) relating to the Annual Meeting of Shareholders anticipated to be held on November 16, 2023, are incorporated herein by reference in Part III of this Report.
TABLE OF CONTENTS
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 22 |
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk | | 32 |
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 68 |
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 68 |
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Item 10. Directors, Executive Officers and Corporate Governance | | 69 |
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Item 13. Certain Relationships and Related Transactions, and Director Independence | | 69 |
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PART I
Item 1. Business
Avnet, Inc. and 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 serves a wide range of customers: from startups and mid-sized businesses to enterprise-level original equipment manufacturers (“OEMs”), electronic manufacturing services (“EMS”) providers, and original design manufacturers (“ODMs”).
Organizational Structure
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) Europe, Middle East, and Africa (“EMEA”) and (iii) Asia/Pacific (“Asia”). Each operating group has its own management team, who manage various functions within each operating group. Each operating group also has distinct financial reporting to the executive level, which informs operating decisions, strategic planning and resource allocation for the Company as a whole. Regional divisions (“business units”) within each operating group serve primarily as sales and marketing units to streamline sales efforts and enhance each operating group’s ability to work with its customers and suppliers, generally along more specific geographies or product lines. However, each business unit relies heavily on support services from the operating groups, as well as centralized support at the corporate level.
A description of each operating group is presented below. Further financial information by operating group is provided in Note 16 “Segment information” to the consolidated financial statements appearing in Item 8 of this Annual Report on Form 10-K.
Electronic Components
Avnet’s EC operating group primarily supports high and medium-volume customers. It markets, sells, and distributes electronic components from the world’s leading electronic component manufacturers, including semiconductors, IP&E components (interconnect, passive and electromechanical components), and other integrated and embedded components.
EC serves a variety of markets ranging from industrial to automotive to defense and aerospace. It offers an array of customer support options throughout the entire product lifecycle, including both turnkey and customized design, supply chain, new product introduction, programming, logistics and post-sales services.
Within the EC operating group for 2023, net sales of approximately 85% consist of semiconductor products, approximately 13% consist of interconnect, passive, and electromechanical components, and approximately 2% consist of computers.
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Design Chain Solutions
EC offers design chain support that provides engineers with a host of technical design solutions, which helps EC support a broad range of customers seeking complex products and technologies. With access to a suite of design tools and engineering support, customers can get product specifications along with evaluation kits and reference designs that enable a broad range of applications from any point in the design cycle. EC also offers engineering and technical resources deployed globally to support product design, bill of materials development, and technical education and training. By utilizing EC’s design chain support, customers can optimize their component selection and accelerate their time to market. EC’s extensive product line card provides customers access to a diverse range of products from a complete spectrum of electronic component manufacturers.
Supply Chain Solutions
EC’s supply chain solutions provide support and logistics services to OEMs, EMS providers, and electronic component manufacturers, enabling them to optimize supply chains on a local, regional or global basis. EC’s internal competencies in global warehousing and logistics, information technology, and asset management, combined with its global footprint and extensive supplier relationships, allows EC to develop supply chain solutions that provide for a deeper level of engagement with its customers. These customers can manage their supply chains to meet the demands of a competitive global environment without a commensurate investment in physical assets, systems, and personnel. With supply chain planning tools and a variety of inventory management solutions, EC provides solutions that meet a customer’s requirements and minimize supply chain risk in a variety of scenarios.
Embedded and Integrated Solutions
EC provides embedded solutions including technical design, integration and assembly of embedded products, systems, and solutions primarily for industrial applications. EC also provides embedded display solutions, including touch and passive displays. In addition, EC develops and produces standard board and industrial subsystems and application-specific devices that enable it to produce specialized systems tailored to specific customer requirements. EC serves OEMs that require embedded systems and solutions, including engineering, product prototyping, integration, and other value-added services in the medical, telecommunications, industrial, and digital editing markets.
EC also provides integrated solutions and services for software companies that bring their intellectual property to market via hardware solutions, including custom-built servers.
Farnell
Avnet’s Farnell operating group primarily supports lower-volume customers that need electronic components quickly to develop, prototype, and test their products. It distributes a comprehensive portfolio of kits, tools, electronic components, industrial automation components, and test and measurement products to both engineers and entrepreneurs, primarily through an e-commerce channel. Farnell brings the latest products, services, and development trends all together in element14, an industry-leading online community where engineers collaborate to solve one another’s design challenges.
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Within the Farnell operating group for 2023, net sales of approximately 21% consist of semiconductor products, approximately 48% consist of interconnect, passive, and electromechanical components, approximately 6% consist of computers, and approximately 25% consist of other products and services including test and measurement and maintenance, repair and operations products.
Major Products
One of Avnet’s competitive strengths is the breadth and quality of the suppliers whose products it distributes. Products from one single supplier was approximately 10% of consolidated sales during fiscal 2023, and no single supplier exceeded 10% of consolidated sales during fiscal years 2022, and 2021. Listed in the table below are the major product categories and the Company’s approximate sales of each during the past three fiscal years. “Other” consists primarily of test and measurement and maintenance, repair and operations (MRO) products.
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Semiconductors | | $ | 21,366.5 | | $ | 18,380.2 | | $ | 14,722.8 | |
Interconnect, passive & electromechanical (IP&E) | |
| 4,150.6 | |
| 4,639.1 | |
| 3,649.0 | |
Computers | | | 520.8 | | | 663.2 | | | 640.6 | |
Other | |
| 499.0 | |
| 628.2 | |
| 522.3 | |
Sales | | $ | 26,536.9 | | $ | 24,310.7 | | $ | 19,534.7 | |
Competition & Markets
The electronic components industry is highly competitive. The Company’s major competitors include: Arrow Electronics, Inc., Future Electronics, World Peace Group, and WT Microelectronics for EC; Mouser Electronics, Digi-Key Electronics and RS Components for Farnell. There are also certain smaller, specialized competitors who generally focus on particular sectors or on narrower geographic locations, markets, or products. As a result of these factors, Avnet’s pricing and product availability must remain competitive.
A key competitive factor in the electronic component distribution industry is the need to carry a sufficient amount and selection of inventory to meet customers’ demand and rapid delivery requirements. To minimize its exposure related to inventory on hand, the Company purchases a majority of its products pursuant to franchised distribution agreements, which typically provide certain protections for product obsolescence and price erosion. These agreements are generally cancelable upon 30 to 180 days’ notice and, in most cases, provide for or require inventory return privileges upon cancellation. In addition, the Company enhances its competitive position by offering a variety of value-added services, which are tailored to individual customer specifications and business needs, such as point of use replenishment, testing, assembly, programming, supply chain management, and materials management.
A competitive advantage is the breadth of the Company’s supplier product line card. Because of the number of Avnet’s suppliers, many customers can simplify their procurement process and make all of their required purchases from Avnet, rather than purchasing from several different parties.
Seasonality
Historically, Avnet’s business has not been materially impacted by seasonality, with the exception of an impact on consolidated results from shifts in geographic sales trends from Asia in the first half of a fiscal year to the Americas and EMEA regions in the second half of a fiscal year, which impact gross profit and operating income margins as a result of
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such seasonal geographic sales mix changes.
Human Capital
The Company values its employees, and recognizes their significant contributions to the success of the Company. The Company invests in its global workforce to drive diversity and inclusion; provide fair and market-competitive pay and benefits; foster employee development for future opportunities within the company; promote employees health and safety; and obtain employees’ feedback to better understand employees’ experiences and identify opportunities to improve. Its core values of integrity, customer focus, ownership, teamwork and inclusiveness establish the foundation on which its culture is built and are key expectations of its employees. The Company believes that its culture and commitment to its employees are vital in its ability to attract, motivate and retain exceptional talent.
Additional information regarding the Company’s Human Capital programs, initiatives, and metrics can be found on its website as well as in its Sustainability Reports accessible on its website. The Sustainability Reports and other information contained on the Company’s website are neither part of nor incorporated by reference into this Annual Report.
Number of Employees
As of July 1, 2023, the Company’s global workforce totaled approximately 15,800 employees across 48 countries. Broken down by geographic region, approximately 4,700 employees are in the Americas, 6,800 employees are in EMEA, and 4,300 employees are in Asia.
Diversity, Equity and Inclusion (“DEI”)
The Company’s DEI vision is (i) an employee population that reflects the diverse communities in which they live, work, and do business, and (ii) an organizational culture which seeks out varying perspectives that allow the best ideas to come to light. The Company is committed to ensuring equal employment opportunities for all applicants and employees regardless of race, gender, national origin, or other protected characteristic, with employment decisions and people practices based on merit and the needs of the Company’s business. To oversee inclusion efforts, the Company created the Global DEI Council, a global cross-functioning team of leaders who represent various business units and corporate functions. The council meets regularly and engages with colleagues across the Company to connect DEI initiatives to the Company’s broader business strategy.
The Company’s Equal Opportunity, Diversity and Inclusion Policy actively promotes DEI in the Company’s talent management practices. The Company’s commitment to diversity is evidenced by the makeup of its Board of Directors, which as of July 1, 2023, was 30% women and 50% racially and ethnically diverse (including Middle Eastern origin). In addition, for fiscal years 2021 through 2023, executive’s annual incentive compensation included ESG non-financial performance goals.
The Company’s employee-led Employee Resource Groups (ERGs) are open to all employees and provide a forum for employees to communicate and exchange ideas, build a network of relationships across the Company, and support each other in personal and career development. The Company’s eight ERGs support the following communities: women, Asian and Pacific Islanders, Blacks, Hispanic and Latinos, U.S. veterans, LGBTQ+, later career employees; and environmental and sustainability causes. In partnership with the ERGs, the Company conducts listen-and-learn sessions on a variety of DEI topics, which promote meaningful discussions and allow employees to better understand and support each other. These group conversations are open to the entire Company, and are regularly attended by senior leaders, including the CEO. During fiscal 2023, sessions were conducted covering Black History Month, Women and Bias,
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Gender Inclusivity, Environment Sustainability and LGBTQ+ topics. DEI education topics are regularly presented at company-wide quarterly town hall, team, and leadership meetings, and through internal webinars and podcasts open to all employees. Additionally, the Company maintains an official culture and diversity calendar and publishes articles on its intranet to celebrate events and holidays around the world. Since 2020, Juneteenth, which commemorates the official end of slavery in the United States and the emancipation of Black slaves, has been an official company-paid holiday for employees in the United States, a year before the federal government recognized it officially.
Pay Equity, Benefits and Wellness
The Company strives to pay all its employees fairly, without regard to gender, race, or other personal characteristics, and competitively to attract, retain and incentivize talent. The Company sets pay ranges based on market data and considers factors, such as an employee’s role, experience, tenure, job location, and job performance. The Company periodically reviews its compensation practices, both in terms of its overall workforce and individual employees, to help ensure that pay remains fair and equitable.
The Company offers a wide array of benefits that support employees’ physical, financial, and emotional well-being. Through its THRIVE program, the Company offers resources and benefits to support overall health and well-being covering (1) physical and mental health, fitness, and well-being; (2) professional growth, skills, and development; (3) total rewards, retirement planning and money management; and (4) community connections, networks, and social interests. The health and well-being benefits are managed within the Total Rewards Center of Excellence in the Human Resources organization (“HR”). The global HR leadership team meets regularly to assist in reviewing benefit offerings and aligning global programs to remain market competitive and meet the needs of employees.
Development and Training
The Company provides development opportunities and career development training to empower employees to reach their career potential. The performance management process provides ongoing performance, goals, and development discussions between employees and their leaders. The Company’s learning and development resources include mentoring programs and LinkedIn Learning and Business Book Summaries, which cover a variety of technical, business, interpersonal, and leadership topics. Lead2Achieve and InsideOut Coaching are available for leaders to develop skills in effective goal setting, coaching, feedback, and development. In Canada, United States and Mexico, the Company provides education financial assistance for employees who pursue undergraduate or graduate education to further their career development. Talent and succession planning activities are conducted for the Company’s executive officers at least annually and periodically for other senior leaders.
Health and Safety
The Company strives to create workspaces and practices that foster a safe and secure work environment. The Company’s Global Director of Environment, Health, and Safety (“Director”) helps to define and execute a compliance strategy across all regions, business units, and subsidiaries. In fiscal 2023, the Director began implementing a multi-year plan to improve alignment and consistency of management systems, policies, and procedures; provide comprehensive health and safety training to employees relevant to their specific work functions; drive continual improvement processes with a focus on identified risks; and increase ISO certifications at operational sites. During fiscal 2023, the Company also launched a Global Environment, Health, and Safety site on its intranet, where articles and other health and safety information are posted.
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As of July 1, 2023, the Company has 10 operational sites that are certified to ISO 45001, an increase from 8 in the prior fiscal year, and 18 that are certified to ISO 14001. In the past four years, the Company had less than 75 total injuries that required medical treatment and reported no fatalities at Avnet global facilities in accordance to the OSHA/local industrial injuring reporting requirements.
Employee Engagement
The Company engages with its employees and encourages open and direct feedback through employee engagement surveys. Through such surveys, the Company regularly collects feedback to better understand its employees’ experiences and identify opportunities to improve the work environment, increase employee satisfaction, and strengthen its culture. In fiscal 2023, the Company conducted its regular global employee engagement survey and achieved a participation rate of 71.4%, an increase over fiscal 2022.
Available Information
The Company files its annual report on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and other documents (including registration statements) with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 or the Securities Act of 1933, as applicable. The Company’s SEC filings are available to the public on the SEC’s website at http://www.sec.gov and through The Nasdaq Global Select Market (“Nasdaq”), 165 Broadway, New York, New York 10006, on which the Company’s common stock is listed.
A copy of any of the Company’s filings with the SEC, or any of the agreements or other documents that constitute exhibits to those filings, can be obtained by request directed to the Company at the following address and telephone number:
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034
(480) 643-2000
Attention: Corporate Secretary
The Company also makes these filings available, free of charge, through its website (see “Avnet Website” below).
Avnet Website
In addition to the information about the Company contained in this Report, extensive information about the Company can be found at http://www.avnet.com, including information about its management team, products and services, and corporate governance practices.
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The corporate governance information on the Company’s website includes the Company’s Corporate Governance Guidelines, the Code of Conduct and the charters for each of the committees of its Board of Directors. In addition, amendments to these documents and waivers granted to directors and executive officers under the Code of Conduct, if any, will be posted in this area of the website. These documents can be accessed at ir.avnet.com/documents-charters. Printed versions can be obtained, free of charge, by writing to the Company at the address listed above in “Available Information.”
In addition, the Company’s filings with the SEC, as well as Section 16 filings made by any of the Company’s executive officers or directors with respect to the Company’s common stock, are available on the Company’s website (ir.avnet.com/financial-information/sec-filings) as soon as reasonably practicable after the filing is electronically filed with, or furnished to, the SEC.
These details about the Company’s website and its content are only for information. The contents of the Company’s website are not, nor shall they be deemed to be, incorporated by reference in this Report.
Item 1A. Risk Factors
Forward-Looking Statements and Risk Factors
This 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 Avnet. These statements are generally identified by words like “believes,” “plans,” “projects,” “expects,” “anticipates,” “should,” “will,” “may,” “estimates,” or similar expressions. Forward-looking statements are subject to numerous assumptions, risks, and uncertainties, and actual results and other outcomes could differ materially from those expressed or implied in the forward-looking statements. Any forward-looking statement speaks only as of the date on which that statement is made. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date on which the statement is made.
Risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements include the risk factors discussed below as well as risks and uncertainties not presently known to the Company or that management does not currently consider material. Such factors make the Company’s operating results for future periods difficult to predict and, therefore, prior results do not necessarily indicate results in future periods. Some of the risks disclosed below may have already occurred, but not to a degree that management considers material unless otherwise noted. Any of the below factors, or any other factors discussed elsewhere in this Report, may have an adverse effect on the Company’s financial condition, operating results, prospects, and liquidity. Similarly, the price of the Company’s common stock is subject to volatility due to fluctuations in general market conditions; actual financial results that do not meet the Company’s or the investment community’s expectations; changes in the Company’s or the investment community’s expectations for the Company’s future results, dividends or share repurchases; and other factors, many of which are beyond the Company’s control.
Business and Operations Risks
Changes in customer needs and consumption models
Changes in customer product demands and consumption models may cause a decline in the Company’s billings, which would have a negative impact on the Company’s financial results. Changes in technology (such as artificial intelligence) could reduce the types or quantity of services that customers require from the Company. While the Company attempts to identify changes in market conditions as soon as possible, the dynamics of the industries in which
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it operates make it difficult to predict and timely react to such changes, including those relating to product capacity and lead times. Also, future downturns, inflation, or supply chain challenges, including in the semiconductor and embedded solutions industries, could adversely affect the Company’s relationships with its customers, operating results, and profitability.
Specifically, the semiconductor industry experiences periodic fluctuations in product supply and demand (often associated with changes in economic conditions, technology, and manufacturing capacity) and suppliers may not adequately predict or meet customer demand. Geopolitical uncertainty (including from military conflicts; health-related crises; and international trade disputes) have led, and may continue to lead, to shortages, extended lead times, and unpredictability in the supply of certain semiconductors and other electronic components. In reaction, customers may over order to ensure sufficient inventory, which, when the shortage lessens, may result in order cancellations and decreases. In cases where customers have entered into non-cancellable/ non-returnable orders, customers may not be able or willing to carry out the terms of the orders. The Company’s prices to customers depend on many factors, including product availability, supplier costs, and competitive pressures. In fiscal 2022 and 2023, pricing to customers increased due to higher costs from suppliers, as well as higher freight and other costs. However, the Company may not be able to maintain higher prices to customers in the future. As product becomes more available, customer and competitive pressures may lower prices to customers, which could reduce the Company’s margins. In addition, the Company may be unable to increase prices to customers to offset higher internal costs, which could also reduce margins. During fiscal 2023, 2022, and 2021, sales of semiconductors represented approximately 81%, 76%, and 75% of the Company’s consolidated sales, respectively, and the Company’s sales closely follow the strength or weakness of the semiconductor industry. These conditions make it more difficult to manage the Company’s business and predict future performance.
Disruptions to key supplier and customer relationships
One of the Company’s competitive strengths is the breadth and quality of the suppliers whose products the Company distributes. For fiscal 2023, there was one of the Company’s suppliers that accounted for 10% or more of the Company’s consolidated billings. The Company’s contracts with its suppliers vary in duration and are generally terminable by either party at will upon notice. The Company’s suppliers may terminate or significantly reduce their volume of business with the Company because of a product shortage, an unwillingness to do business with the Company, changes in strategy, or otherwise.
Shortages of products or loss of a supplier may negatively affect the Company’s business and relationships with its customers, as customers depend on the Company’s timely delivery of technology hardware and software from the industry’s leading suppliers. In addition, shifts in suppliers’ strategies, or performance and delivery issues, may negatively affect the Company’s financial results. These conditions make it more difficult to manage the Company’s business and predict future performance. The competitive landscape has also experienced a consolidation among suppliers and capacity constraints, which could negatively impact the Company’s profitability and customer base.
Further, if key suppliers modify the terms of their contracts (including, without limitation, terms regarding price protection, rights of return, order cancellation rights, delivery commitments, rebates, or other terms that protect or enhance the Company’s gross margins), it could negatively affect the Company’s results of operations, financial condition, or liquidity. Due to recent global shortages of semiconductors, some suppliers have increased the amount of non-cancellable/ non-returnable orders, which limited the Company’s ability to adjust down its inventory levels. The Company may attempt to limit associated risks by passing such terms on to its customers, but this may not be possible.
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Risks related to international operations
During fiscal 2023, 2022, and 2021 approximately 76%, 77% and 78%, respectively, of the Company’s sales came from its operations outside the United States. The Company’s operations are subject to a variety of risks that are specific to international operations, including, but not limited to, the following:
| ● | potential restrictions on the Company’s ability to repatriate funds from its foreign subsidiaries; |
| ● | foreign currency and interest rate fluctuations; |
| ● | non-compliance with foreign and domestic data privacy regulations, business licensing requirements, environmental regulations, and anti-corruption laws, the failure of which could result in severe penalties including monetary fines and criminal proceedings; |
| ● | non-compliance with foreign and domestic import and export regulations and adoption or expansion of trade restrictions, including technology transfer restrictions, additional license, permit or authorization requirements for shipments, specific company sanctions, new and higher duties, tariffs or surcharges, or other import/export controls; |
| ● | complex and changing tax laws and regulations; |
| ● | regulatory requirements and prohibitions that differ between jurisdictions; |
| ● | economic and political instability, terrorism, military conflicts (including the Russia-Ukraine conflict), or civilian unrest; |
| ● | fluctuations in freight costs (both inbound and outbound), limitations on shipping and receiving capacity, and other disruptions in the transportation and shipping infrastructure; |
| ● | natural disasters (including as a result of climate change), pandemics, and other public health crises; |
| ● | differing employment practices and labor issues; and |
| ● | non-compliance with local laws. |
In addition to the cost of compliance, the potential criminal penalties for violations of import or export regulations and anti-corruption laws, by the Company or its third-party agents, create heightened risks for the Company’s international operations. If a regulatory body determines that the Company has violated such laws, the Company could be fined significant sums, incur sizable legal defense costs, have its import or export capabilities restricted or denied, or have its inventories seized, which could have a material and adverse effect on the Company’s business. Additionally, allegations that the Company has violated any such regulations may negatively impact the Company’s reputation, which may result in customers or suppliers being unwilling to do business with the Company. While the Company has adopted measures and controls designed to ensure compliance with these laws, these measures may not be adequate, and the Company may be materially and adversely impacted in the event of an actual or alleged violation.
Tariffs, trade restrictions, and sanctions resulting from international trade disputes, changes in trade policies, or military conflicts may adversely affect the Company’s sales and profitability. For example, the U.S. government imposed several trade policies, rules, and restrictions applicable to China and Hong Kong. In addition, in response to the Russian-Ukraine conflict, the United States, the European Union, the United Kingdom, and numerous other countries initiated a variety of sanctions, export restrictions, currency controls and other restrictions against Russia. The Chinese and Russian governments have responded in kind with restrictions, sanctions, and other measures. These actions have resulted in losses; increased costs, including increased costs of procuring certain products the Company purchases from its suppliers; shortages of materials and electronic components; increased expenses such as energy, fuel, and freight costs, which may not
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be possible to pass on to customers; increased cyber security attacks; credit market disruptions; and inflation, which may impact the Company’s sales, customer demand for certain products, access to certain markets, and profits. In addition, increased operational expenses incurred in minimizing the number of products subject to the tariffs could adversely affect the Company’s operating profits. Neither U.S. tariffs nor any retaliatory tariffs imposed by other countries on U.S. goods have yet had a material impact, but any future actions or escalations that affect trade relations could materially affect the Company’s sales and results of operations.
The Company transacts sales, pays expenses, owns assets, and incurs liabilities in countries using currencies other than the U.S. Dollar. Because the Company’s consolidated financial statements are presented in U.S. Dollars, the Company must translate such activities and amounts into U.S. Dollars at exchange rates in effect during each reporting period. Therefore, increases or decreases in the exchange rates between the U.S. Dollar and other currencies affect the Company’s reported amounts of sales, operating income, and assets and liabilities denominated in foreign currencies. In addition, unexpected and dramatic changes in foreign currency exchange rates may negatively affect the Company’s earnings from those markets. While the Company may use derivative financial instruments to reduce its net exposure, foreign currency exchange rate fluctuations may materially affect the Company’s financial results. Further, foreign currency instability and disruptions in the credit and capital markets may increase credit risks for some of the Company’s customers and may impair its customers’ ability to repay existing obligations.
Internal information systems failures
The Company depends on its information systems to facilitate its day-to-day operations and to produce timely, accurate, and reliable information on financial and operational results. Currently, the Company’s global operations are tracked with multiple information systems, including systems from acquired businesses, some of which are subject to ongoing IT projects designed to streamline or optimize the Company’s systems. These IT projects are extremely complex, in part because of wide ranging processes, use of on-premise and cloud environments, the Company’s business operations, and changes in information technology (including artificial intelligence). The Company may not always succeed at these efforts. Implementation or integration difficulties may adversely affect the Company’s ability to complete business transactions and ensure accurate recording and reporting of financial data. In addition, IT projects may not achieve the expected efficiencies and cost savings, which could negatively impact the Company’s financial results. A failure of any of these information systems (including due to power losses, computer and telecommunications failures, cyber security incidents, or manmade or natural disasters), or material difficulties in upgrading these information systems, could have an adverse effect on the Company’s business, internal controls, and reporting obligations under federal securities laws.
Due to the Company’s increased online sales, system interruptions and delays that make its websites and services unavailable or slow to respond may reduce the attractiveness of its products and services to its customers. If the Company is unable to continually improve the efficiency of its systems, it could cause systems interruptions or delays and adversely affect the Company’s operating results.
Logistics disruptions
The Company’s global logistics services are operated through specialized and centralized distribution centers around the globe, some of which are outsourced. The Company also depends almost entirely on third-party transportation service providers to deliver products to its customers. A major interruption or disruption in service at one or more of its distribution centers for any reason or significant disruptions of services from the Company’s third-party transportation providers could cause a delay in expected cost savings or an increase in expenses, which may not be possible to pass on to customers. Such disruptions could result from risks related to information technology, data security, or any of the General Risk Factors, as discussed herein. In addition, as the Company continues to increase capacity at various distribution centers, it may experience operational challenges, increased costs, decreased efficiency,
12
and customer delivery delays and failures. Such operational challenges could have an adverse impact on the Company’s business partners, and on the Company’s business, operations, financial performance, and reputation.
Data security and privacy threats
Threats to the Company’s data and information technology systems (including cyber security attacks such as phishing and ransomware) are becoming more frequent and sophisticated. Threat actors have successfully breached the Company’s systems and processes in various ways, and such cyber security breaches expose the Company to significant potential liability and reputational harm. Cyber security attacks have not yet materially impacted the Company’s data (including data about customers, suppliers, and employees) or the Company’s operations, financial condition, or data security, but future attacks could have a material impact. Threat actors seek unauthorized access to intellectual property, or confidential or proprietary information regarding the Company, its customers, its business partners, or its employees. They deploy malicious software programs that exploit security vulnerabilities, including ransomware designed to encrypt the Company’s files so an attacker may demand a ransom for restored access. They also seek to misdirect money, sabotage data and systems, takeover internal processes, and induce employees or other system users to disclose sensitive information, including login credentials. In addition, some Company employees continue to work from home on a full-time or hybrid basis, which increases the Company’s vulnerability to cyber and other information technology risks. Further, the Company’s business partners and service providers, such as suppliers, customers, and hosted solution providers, pose a security risk because their own security systems or infrastructure may become compromised.
The Company seeks to protect and secure its systems and information, prevent and detect evolving threats, and respond to threats as they occur. Measures taken include implementing and enhancing information security controls such as enterprise-wide firewalls, intrusion detection, endpoint protection, email security, disaster recovery, vulnerability management, and cyber security training for employees to enhance awareness of general security best practices, financial fraud, and phishing. Despite these efforts, the Company may not always be successful. Threat actors frequently change their techniques and, consequently, the Company may not always promptly detect the existence or scope of a security breach. As these types of threats grow and evolve, the Company may make further investments to protect its data and information technology infrastructure, which may impact the Company’s profitability. The Company’s insurance coverage for protecting against cyber-attacks may not be sufficient to cover all possible claims, and the Company may suffer losses that could have a material adverse effect on its business. As a global enterprise, the Company may be negatively impacted by existing and proposed laws and regulations, as well as government policies and practices, related to cybersecurity, data privacy, data localization, and data protection. Failure to comply with such requirements could have an adverse effect on the Company’s reputation, business, financial condition, and results of operations, as well as subject the Company to significant fines, litigation losses, third-party damages, and other liabilities.
Financial Risks
Inventory value decline
The electronic components and integrated products industries are subject to technological change, new and enhanced products, changes in customer needs, and changes in industry standards and regulatory requirements, which can cause the Company’s inventory to decline in value or become obsolete. Regardless of the general economic environment, prices may decline due to a decrease in demand or an oversupply of products, which may increase the risk of declines in inventory value. Many of the Company’s suppliers offer certain protections from the loss in value of inventory (such as price protection and limited rights of return), but such policies may not fully compensate for the loss. Also, suppliers may not honor such agreements, some of which are subject to the supplier discretion. In addition, most Company sales are made pursuant to individual purchase orders, rather than through long-term sales contracts. Where there are contracts, such contracts are generally terminable at will upon notice. Unforeseen product developments,
13
inventory value declines, or customer cancellations may adversely affect the Company’s business, results of operations, financial condition, or liquidity.
Accounts receivable defaults
Accounts receivable are a significant portion of the Company’s working capital. If entities responsible for a significant amount of accounts receivable cease doing business, direct their business elsewhere, fail to pay, or delay payment, the Company’s business, results of operations, financial condition, or liquidity could be adversely affected. An economic or industry downturn could adversely affect the Company’s ability to collect receivables, which could result in longer payment cycles, increased collection costs, and defaults exceeding management’s expectations. A significant deterioration in the Company’s ability to collect accounts receivable in the United States could impact the cost or availability of financing under its accounts receivable securitization program.
Liquidity and capital resources constraints
The Company’s ability to satisfy its cash needs and implement its capital allocation strategy depends on its ability to generate cash from operations and to access the financial markets, both of which are subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond the Company’s control. In addition to cash on hand, the Company relies on external financing to help satisfy its cash needs. However, various factors affect external financing, including general market conditions, interest rate fluctuations, and the Company’s debt ratings and operating results. Consequently, external financing may not be available on acceptable terms or at all. An increase in the Company’s debt or deterioration of its operating results may cause a reduction in its debt ratings. Any such reduction could negatively impact the Company’s ability to obtain additional financing or renew existing financing, and could result in reduced credit limits, increased financing expenses, and additional restrictions and covenants. A reduction in its current debt rating may also negatively impact the Company’s working capital and impair its relationship with its customers and suppliers.
As of July 1, 2023, the Company had debt outstanding with financial institutions under various notes, secured borrowings, and committed and uncommitted lines of credit. The Company needs cash to pay debt principal and interest, and for general corporate purposes, such as funding its ongoing working capital and capital expenditure needs. Under certain of its credit facilities, the applicable interest rate and costs are based in part on the Company’s current debt rating. If its debt rating is reduced, higher interest rates and increased costs would result. Any material increase in the Company’s financing costs or loss of access to cost-effective financing could have an adverse effect on its profitability, results of operations, and cash flows.
Under some of its credit facilities, the Company is required to maintain a maximum leverage ratio and pass certain financial tests. If the Company increases its level of debt or its operating results deteriorate, it may fail to meet this financial ratio or pass these tests, which may result in an event of default. In such an event, lenders may accelerate payment and the Company may be unable to continue to utilize these facilities. If the Company is unable to utilize these facilities or is required to repay debt earlier than management expected, it may not have sufficient cash available to make interest payments, to repay indebtedness, or for general corporate needs.
General economic or business conditions, both domestic and foreign, may be less favorable than management expects and could adversely impact the Company’s sales or its ability to collect receivables from its customers, which may impact access to the Company’s accounts receivable securitization program.
Financing covenants and restrictions may limit management discretion
The agreements governing the Company’s financing, including its credit facility, accounts receivable securitization program, and the indentures governing the Company’s outstanding notes, contain various covenants and restrictions that,
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in certain circumstances, limit the Company’s ability, and the ability of certain subsidiaries, to:
| ● | grant liens on assets; |
| ● | make restricted payments (including, under certain circumstances, paying dividends on, redeeming or repurchasing common stock); |
| ● | make certain investments; |
| ● | merge, consolidate, or transfer all, or substantially all, of the Company’s assets; |
| ● | incur additional debt; or |
| ● | engage in certain transactions with affiliates. |
As a result of these covenants and restrictions, the Company may be limited in the future in how it conducts its business and may be unable to raise additional debt, repurchase common stock, pay a dividend, compete effectively, or make further investments.
Tax law changes and compliance
As a multinational corporation, the Company is subject to the tax laws and regulations of the United States and many foreign jurisdictions. From time to time, governments enact or revise tax laws and regulations, which are further subject to interpretations, guidance, amendments, and technical corrections from international, federal, and state tax authorities. Such changes to tax law may adversely affect the Company’s cash flow, costs of share buybacks, and effective tax rate, including through decreases in allowable deductions and higher tax rates.
Many countries are adopting provisions to align their international tax rules with the Base Erosion and Profit Shifting Project, led by the Organisation for Economic Co-operation and Development (“OECD”) and supported by the United States. The project aims to standardize and modernize global corporate tax policy, including tax rate increases and a global minimum tax. In October 2021, a substantial majority of the OECD’s participating countries and jurisdictions agreed to introduce a 15% global minimum corporate tax rate that would apply to companies with revenue over a set threshold. Furthermore, many countries are independently evaluating their corporate tax policy, which could result in tax legislation and enforcement that adversely impacts the Company’s tax provision and value of deferred assets and liabilities. These provisions, if enacted, individually or as a whole, may negatively impact taxation of international business.
The tax laws and regulations of the various countries where the Company has operations are extremely complex and subject to varying interpretations. The Company believes that its historical tax positions are sound and consistent with applicable law, and that it has adequately reserved for income taxes. However, taxing authorities may challenge such positions and the Company may not be successful in defending against any such challenges. The Company’s future income tax expense could be favorably or adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets, and liabilities and changes to its operating structure.
Constraints on internal controls
Effective internal controls are necessary for the Company to provide reliable financial reports, safeguard its assets, and prevent and detect fraud. If the Company cannot do so, its brand and operating results could be harmed. Internal controls over financial reporting are intended to prevent and detect material misstatements in its financial reporting and material fraudulent activity, but are limited by human error, circumventing or overriding controls, and fraud. As a result, the Company may not identify all material activity or all immaterial activity that could aggregate into a material
15
misstatement. Therefore, even effective internal controls cannot guarantee that financial statements are wholly accurate or prevent all fraud and loss of assets. Management continually evaluates the effectiveness of the design and operation of the Company’s internal controls. However, if the Company fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved internal controls, or if the Company experiences difficulties in their implementation, the Company’s business and operating results could be harmed. Additionally, the Company may be subject to sanctions or investigations by regulatory authorities, or the Company could fail to meet its reporting obligations, all of which could have an adverse effect on its business or the market price of the Company’s securities.
Acquisition expected benefits shortfall
The Company has made, and expects to make, strategic acquisitions or investments globally to further its strategic objectives and support key business initiatives. Acquisitions and investments involve risks and uncertainties, some of which may differ from those associated with the Company’s historical operations. Such risks include, but are not limited to, risks relating to expanding into emerging markets and business areas, adding additional product lines and services, impacting existing customer and supplier relationships, incurring costs or liabilities associated with the companies acquired, incurring potential impairment charges on acquired goodwill and other intangible assets, and diverting management’s attention from existing operations and initiatives. As a result, the Company’s profitability may be negatively impacted. In addition, the Company may not successfully integrate the acquired businesses, or the integration may be more difficult, costly, or time-consuming than anticipated. Further, any litigation involving the potential acquisition or acquired entity will increase expenses associated with the acquisition, cause a delay in completing the acquisition, impact the ability to integrate the acquired entity, which may impact the Company’s profitability. The Company may experience disruptions that could, depending on the size of the acquisition, have an adverse effect on its business, especially where an acquisition target may have pre-existing regulatory issues or deficiencies, or material weaknesses in internal controls over financial reporting. Furthermore, the Company may not realize all benefits anticipated from its acquisitions, which could adversely affect the Company’s financial performance.
Legal and Regulatory Risks
Legal proceedings costs and damages
From time to time, the Company may become involved in legal proceedings, including government investigations, that arise out of the ordinary conduct of the Company’s business, including matters involving intellectual property rights, commercial matters, merger-related matters, product liability, and other actions. Legal proceedings could result in substantial costs and diversion of management’s efforts and other resources, and could have an adverse effect on the Company’s operations and business reputation. The Company may be obligated to indemnify and defend its customers if the products or services that the Company sells are alleged to infringe any third party’s intellectual property rights. The Company may not be able to obtain supplier indemnification for itself and its customers against such claims, or such indemnification may not fully protect the Company and its customers against such claims. Also, the Company is exposed to potential liability for technology and products that it develops for which it has no indemnification protections. If an infringement claim against the Company is successful, the Company may be required to pay damages or seek royalty or license arrangements, which may not be available on commercially reasonable terms. The Company may have to stop selling certain products or services, which could affect its ability to compete effectively. In addition, the Company’s expanding business activities may include the assembly or manufacture of electronic component products and systems. Product defects, whether caused by a design, assembly, manufacture or component failure or error, or manufacturing processes not in compliance with applicable statutory and regulatory requirements, may result in product liability claims, product recalls, fines, and penalties. Product liability risks could be particularly significant with respect to aerospace,
16
automotive, and medical applications because of the risk of serious harm to users of such products.
Environmental regulations non-compliance
The Company is subject to various federal, state, local, and foreign laws and regulations addressing environmental and other impacts from industrial processes, waste disposal, carbon emissions, use of hazardous materials in products and operations, recycling products, and other related matters. While the Company strives to fully comply with all applicable regulations, certain of these regulations impose liability without fault. Additionally, the Company may be held responsible for the prior activities of an entity it acquired.
Failure to comply with these regulations could result in substantial costs, fines, and civil or criminal sanctions, as well as third-party claims for property damage or personal injury. Future environmental laws and regulations, including disclosure requirements, may become more stringent over time, imposing greater compliance costs, and increasing risks, penalties and reputational harm associated with violations.
Customers, suppliers, investors, and regulatory agencies in various jurisdictions globally are increasingly requesting or requiring disclosure and action regarding the Company’s supply chain due-diligence and environmental, social, and governance practices. Such increased expectations and regulations may increase compliance costs and result in reputational damage and loss of business if the Company is perceived to have not met such expectations.
General Risk Factors
Negative impacts of economic or geopolitical uncertainty, or a health crisis, on operations and financial results
Economic weakness and geopolitical uncertainty (including from military conflicts and international trade disputes), as well as health-related crises (including pandemics and epidemics), have resulted, and may result in the future, in a variety of adverse impacts on the Company and its customers and suppliers. Such adverse impacts include decreased sales, margins, and earnings; increased logistics costs; demand uncertainty; constrained workforce participation; global supply chain disruptions; and logistics and distribution system disruptions. Such crises and uncertainties could also result in, or heighten the risks of, customer bankruptcies, customer delayed or defaulted payments, delays in product deliveries, financial market disruption and volatility, and other risk factors described in the Company’s Annual Report. As a result, the Company may need to impair assets (including goodwill, intangible assets, and other long-lived assets), implement restructuring actions, and reduce expenses in response to decreased sales or margins.
The Company may not be able to adequately adjust its cost structure in a timely fashion, which may adversely impact its profitability. Uncertainty about economic conditions may increase foreign currency volatility, which may negatively impact the Company’s results. Economic weakness and geopolitical uncertainty also make it more difficult for the Company to manage inventory levels (including when customers decrease orders, cancel existing orders, or are unable to fulfill their obligations under non-cancelable/ non-return orders) and collect customer receivables, which may result in provisions to create reserves, write-offs, reduced access to liquidity, higher financing costs, and increased pressure on cash flows.
An increase in or prolonged period of inflation could affect the Company’s profitability and cash flows, due to higher wages, higher operating expenses, higher financing costs, and higher supplier prices. Inflation may also adversely affect foreign exchange rates. The Company may be unable to pass along such higher costs to its customers, which may result in lower gross profit margins. In addition, inflation may adversely affect customers’ financing costs, cash flows, and profitability, which could adversely impact their operations and the Company’s ability to offer credit and collect receivables.
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Competition
The market for the Company’s products and services is very competitive and subject to technological advances (including artificial intelligence), new competitors, non-traditional competitors, and changes in industry standards. The Company competes with other global and regional distributors, as well as some of the Company’s own suppliers that maintain direct sales efforts. In addition, as the Company expands its offerings and geographies, the Company may encounter increased competition from current or new competitors. The Company’s failure to maintain and enhance its competitive position could adversely affect its business and prospects. Furthermore, the Company’s efforts to compete in the marketplace could cause deterioration of gross profit margins and, thus, overall profitability.
The size of the Company’s competitors varies across market sectors, as do the resources the Company has allocated to the sectors and geographic areas in which it does business. Therefore, some competitors may have greater resources or a more extensive customer or supplier base in some market sectors and geographic areas. As a result, the Company may not be able to effectively compete in certain markets, which could impact the Company’s profitability and prospects.
Employee retention and hiring constraints
Identifying, hiring, training, developing, and retaining qualified and engaged employees is critical to the Company’s success, and competition for experienced employees in the Company’s industry can be intense. Restrictions on immigration or changes in immigration laws, including visa restrictions, may limit the Company’s acquisition of key talent, including talent with diverse experience, background, ability, and perspectives. Changing demographics and labor work force trends may result in a loss of knowledge and skills as experienced workers leave the Company. In addition, as global opportunities and industry demands shift, and as the Company expands its offerings, the Company may encounter challenges in realigning, training, and hiring skilled personnel. Through organizational design activities, the Company periodically eliminates positions due to restructurings or other reasons, which may risk the Company’s brand reputation as an employer of choice and negatively impact the Company’s ability to hire and retain qualified personnel. Also, position eliminations may negatively impact the morale of employees who are not terminated, which could result in work stoppages or slowdowns, particularly where employees are represented by unions or works councils. If these circumstances occur, the Company’s business, financial condition, and results of operations could be seriously harmed.
Item 1B. Unresolved Staff Comments
Not applicable.
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Item 2. Properties
The Company owns and leases approximately 1.7 million and 4.2 million square feet of space, respectively, of which approximately 27% is in the United States. The following table summarizes certain of the Company’s key facilities:
|
| Approximate |
| Leased |
| |
|
| | Square | | or | | |
|
Location | | Footage | | Owned | | Primary Use |
|
Chandler, Arizona |
| 400,000 | | Owned |
| EC warehousing and value-added operations | |
Tongeren, Belgium |
| 390,000 | | Owned |
| EC warehousing and value-added operations | |
Leeds, United Kingdom | | 360,000 | | Leased | | Farnell warehousing and value-added operations | |
Poing, Germany |
| 300,000 | | Owned |
| EC warehousing and value-added operations | |
Gaffney, South Carolina | | 220,000 | | Owned | | Farnell warehousing | |
Hong Kong, China |
| 210,000 | | Leased |
| EC warehousing | |
Phoenix, Arizona | | 180,000 | | Leased | | Corporate and EC Americas headquarters | |
Chandler, Arizona |
| 150,000 | | Leased |
| EC warehousing, integration and value-added operations | |
See Note 5, “Property, plant and equipment, net” and Note 11, “Leases” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on the Company’s properties.
Item 3. 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 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company’s common stock is listed on the Nasdaq Global Select Market under the symbol AVT.
Dividends
The declaration and payment of future dividends will be at the discretion of the Board of Directors and will be dependent upon the Company’s financial condition, results of operations, capital requirements, and other factors the Board of Directors considers relevant. In addition, certain of the Company’s debt facilities may restrict the declaration and payment of dividends, depending upon the Company’s then current compliance with certain covenants.
Record Holders
As of August 11, 2023, there were 1,384 registered holders of record of Avnet’s common stock.
Stock Performance Graphs and Cumulative Total Returns
The graph below matches the cumulative 5-year total return of holders of Avnet’s common stock with (i) the cumulative total returns of the Nasdaq Composite Index and (ii) a customized peer group of five companies (Agilysys Inc., Arrow Electronics Inc., Insight Enterprises Inc., Scansource Inc., and TD Synnex Corporation). The graph assumes that the value of the investment in Avnet’s common stock, in each index, and in the peer group (including reinvestment of dividends) was $100 on 6/30/2018 and tracks it through 7/1/2023.
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|
| 6/30/2018 |
| 6/29/2019 |
| 6/27/2020 |
| 7/3/2021 |
| 7/2/2022 |
| 7/1/2023 |
| ||||||
Avnet, Inc. | | $ | 100 | | $ | 107.49 | | $ | 63.35 | | $ | 99.84 | | $ | 108.02 | | $ | 132.42 | |
Nasdaq Composite | |
| 100 | |
| 107.78 | |
| 132.70 | |
| 200.58 | |
| 153.53 | |
| 191.93 | |
Peer Group | |
| 100 | |
| 100.41 | |
| 98.26 | |
| 195.94 | |
| 174.09 | |
| 214.52 | |
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
21
Issuer Purchases of Equity Securities
During the fiscal year ended July 2, 2022, the Company’s Board of Directors approved a new share repurchase plan with an authorization to repurchase 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 fourth quarter of fiscal 2023, under the share repurchase program, which is part of publicly announced plans.
| | | | | | | 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 |
| ||
April 2 – April 29 |
| 11,051 |
| $ | 39.88 |
| 11,051 |
| $ | 318,519,000 | |
April 30 – May 27 |
| 196 | | $ | 40.01 |
| 196 | | $ | 318,511,000 | |
May 28 – July 1 |
| — | | | — |
| — | | $ | 318,511,000 | |
Item 6. [Reserved]
Item 7. 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 past three fiscal years, the following discussion should be read in conjunction with the description of the business appearing in Item 1 of this Report and the consolidated financial statements, including the related notes and schedule, and other information appearing in Item 8 of this Report. The Company operates on a “52/53 week” fiscal year. Fiscal 2023 and fiscal 2022 contain 52 weeks compared to 53 weeks in fiscal 2021.
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 EMEA and 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 (see Restructuring, Integration and Other Expenses in this MD&A), (ii) Russian-Ukraine conflict related expenses (see Russian-Ukraine conflict related expenses in this MD&A), and (iii) amortization of acquired intangible assets is referred to as “adjusted operating income.” |
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The reconciliation of operating income to adjusted operating income is presented in the following table:
| | Years Ended | |||||||
|
| July 1, |
| July 2, |
| July 3, | |||
| 2023 | | 2022 | | 2021 | ||||
| | (Thousands) | |||||||
Operating income | | $ | 1,186,800 | | $ | 939,011 | | $ | 281,408 |
Restructuring, integration and other expenses | |
| 28,038 | |
| 5,272 | |
| 84,391 |
Russian-Ukraine conflict related expenses | | | — | | | 26,261 | | | — |
Amortization of acquired intangible assets and other | |
| 6,053 | |
| 15,038 | |
| 41,245 |
Adjusted operating income | | $ | 1,220,891 | | $ | 985,582 | | $ | 407,044 |
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.
Results of Operations
Executive Summary
Sales for fiscal 2023 were $26.54 billion, an increase of 9.2% from fiscal 2022 sales of $24.31 billion. Excluding the impact of changes in foreign currency, sales increased 13.4% as compared to sales in the prior year. This increase in sales was predominately driven by sales growth in both operating groups across all regions driven by strong global demand and to a lesser extent pricing for electronic components.
Gross profit increased $216.8 million or 7.3% from fiscal 2022 gross profit due primarily to increases in sales. Gross profit margin of 12.0% decreased 21 basis points compared to 12.2% in fiscal 2022. This decrease is primarily driven by the unwinding of certain pricing premiums in the Farnell business.
Operating income of $1.19 billion was $247.8 million or 26.4% higher than fiscal 2022. Operating income margin was 4.5% in fiscal 2023, as compared to 3.9% in fiscal 2022. The increase in operating income margin is primarily the result of increases in sales and the operating leverage created by the additional gross profit dollars without any meaningful increase in selling, general and administrative expenses. Adjusted operating income margin was 4.6% in fiscal 2023 as compared to 4.1% in fiscal 2022, an increase of 55 basis points. This increase in adjusted operating income margin is primarily due to increases in sales and the operating leverage created by the additional gross profit dollars.
23
Sales
Three-Year Analysis of Sales: By Operating Group and Geography
The table below provides a year-over-year summary of sales for the Company and its operating groups.
| | Years Ended | | Percent Change | ||||||||||||||||||||
|
| July 1, |
| % of | | July 2, |
| % of | | July 3, |
| % of | | 2023 to | | 2022 to | ||||||||
| | 2023 |
| Total |
| 2022 | | Total |
| 2021 |
| Total |
| 2022 |
| 2021 | ||||||||
| | (Dollars in millions) |
| |||||||||||||||||||||
Sales by Operating Group: | | | | | | | | | | | | | | | | | | | | | | | | |
EC | | $ | 24,802.6 | | 93.5 | % | | $ | 22,503.3 | | 92.6 | % | | $ | 18,030.5 | | 92.3 | % | | 10.2 | % | | 24.8 | % |
Farnell | | | 1,734.3 | | 6.5 | | | | 1,807.4 | | 7.4 | | | | 1,504.2 | | 7.7 | | | (4.0) | | | 20.2 | |
| $ | 26,536.9 | | | | | $ | 24,310.7 | | | | | $ | 19,534.7 | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Sales by Geographic Region: | | | | | | | | | | | | | | | | | | | | | | | | |
Americas | | $ | 6,807.7 |
| 25.7 | % | | $ | 5,896.0 |
| 24.3 | % | | $ | 4,662.5 |
| 23.9 | % | | 15.5 | % | | 26.5 | % |
EMEA | |
| 9,229.4 |
| 34.8 | | |
| 7,838.1 |
| 32.2 | | |
| 6,149.9 |
| 31.5 | | | 17.8 | | | 27.5 | |
Asia | |
| 10,499.8 |
| 39.5 | | |
| 10,576.6 |
| 43.5 | | |
| 8,722.3 |
| 44.6 | | | (0.7) | | | 21.3 | |
Total Avnet | | $ | 26,536.9 | | | | | $ | 24,310.7 | | | | | $ | 19,534.7 | | | | | | | | | |
The table below provides reported and organic sales growth rates for fiscal 2023 as compared to fiscal 2022 by geographic region and operating group.
| | | | Sales | ||
| | | | Year-Year % | ||
| | Sales | | Change in | ||
| | Year-Year | | Constant | ||
|
| % Change |
| Currency | ||
Avnet | | 9.2 | % |
| 13.4 | % |
Avnet by region | | | | | ||
Americas | | 15.5 | % |
| 15.5 | % |
EMEA | | 17.8 | |
| 27.0 | |
Asia | | (0.7) | |
| 1.9 | |
Avnet by operating group | | | | | ||
EC | | 10.2 | % |
| 14.4 | % |
Farnell | | (4.0) | | | 0.9 | |
Avnet’s sales for fiscal 2023 were $26.54 billion, an increase of $2.23 billion, or 9.2%, from fiscal 2022 sales of $24.31 billion. Sales in constant currency increased 13.4% year over year, reflecting sales growth in both operating groups across all regions driven by strong global demand and to a lesser extent pricing for electronic components.
EC sales in fiscal 2023 were $24.80 billion, representing a 10.2% increase over fiscal 2022 sales of $22.50 billion. EC sales increased 14.4% year over year in constant currency. The increase in EC sales is primarily due to double-digit growth in the Americas and EMEA regions driven primarily by strong demand in the industrial, transportation, and aerospace and defense sectors.
Farnell sales in fiscal 2023 were $1.73 billion, a decrease of $73.0 million or 4.0%, from fiscal 2022 sales of $1.81 billion. The year-over-year decrease in sales was primarily a result of foreign currency translation from a strengthening U.S. Dollar. Farnell sales in constant currency increased 0.9% year over year as sales growth in the Americas was offset by sales declines in the EMEA and Asia regions.
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Gross Profit
Gross profit in fiscal 2023 was $3.18 billion, an increase of $216.8 million, or 7.3%, from fiscal 2022 gross profit of $2.97 billion. Gross profit margin decreased to 12.0% in fiscal 2023 or 21 basis points from fiscal 2022 gross profit margin of 12.2%. EC gross profit margin increased year over year primarily due to a higher percentage of sales coming from the higher-margin western regions. Sales in the higher margin western regions represented approximately 60% of sales in fiscal 2023 as compared to 56% during fiscal 2022. Farnell gross profit margin decreased year over year primarily driven by the unwinding of certain component pricing premiums during fiscal 2023 and from unfavorable sales mix of lower margin products.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (“SG&A expenses”) in fiscal 2023 were $1.97 billion, a decrease of $27.5 million, or 1.4%, from fiscal 2022. The year-over-year decrease in SG&A expenses was primarily a result of foreign currency translation from a strengthening U.S. Dollar.
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 fiscal 2023, SG&A expenses as a percentage of sales were 7.4% and as a percentage of gross profit were 61.8%, as compared with 8.2% and 67.3%, respectively, in fiscal 2022. The decreases in SG&A expenses as a percentage of sales and gross profit resulted primarily from the operating leverage realized with higher sales, and lower amortization expenses, partially offset by increases in SG&A expenses to support sales volumes.
Russian-Ukraine Conflict Related Expenses
During fiscal 2022, the Company incurred $26.3 million of costs associated with the Russian-Ukraine conflict, primarily comprised of $17.2 million of expense for credit loss reserves for trade accounts receivable from Russian customers that are no longer considered collectible. The remaining expense is related to product write-downs for Russia based customers and other Russian business operation wind-down costs.
Restructuring, Integration and Other Expenses
During fiscal 2023, the Company incurred restructuring, integration and other expenses primarily related to the planned closure of a distribution center. In addition, the Company increased its estimated environmental remediation reserves associated with certain legacy manufacturing operations that were divested several decades ago. As a result, during fiscal 2023 the Company recorded restructuring, integration, and other expenses of $28.0 million. The Company recorded $17.4 million for restructuring costs consisting of $16.1 million for severance, $0.5 million for facility exit costs and $0.8 million for asset impairments. The Company expects to realize approximately $16.0 million in incremental annualized operating costs savings as a result of such restructuring actions once completed. Integration and other costs were $2.6 million associated with incremental costs incurred as a result of the planned distribution center closure and $8.0 million related to the Company’s estimated environmental remediation obligations, respectively. The after-tax impact of restructuring, integration and other expenses was $22.0 million and $0.24 per share on a diluted basis.
During fiscal 2022, the Company recorded restructuring, integration and other expenses of $5.3 million, substantially all of which was related to integration costs.
See Note 17, “Restructuring expenses” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information related to restructuring expenses.
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Operating Income
Operating income for fiscal 2023 was $1.19 billion, an increase of $247.8 million or 26.4%, from fiscal 2022 operating income of $939.0 million. The year-over-year increase in operating income is primarily driven by the increase in sales and lower SG&A expenses, partially offset by a lower gross profit margin.
Operating income margin was 4.5% in fiscal 2023 compared to 3.9% in fiscal 2022. Adjusted operating income for fiscal 2023 was $1.22 billion, an increase of $235.3 million or 23.9%, from fiscal 2022. Adjusted operating income margin was 4.6% in fiscal 2023 compared to 4.1% in fiscal 2022. EC operating income margin was 4.8% in fiscal 2023 compared to 3.9% in fiscal 2022. Farnell operating income margin was 9.5% in fiscal 2023 compared to 13.4% in fiscal 2022.
Interest and Other Financing Expenses, Net
Interest and other financing expenses for fiscal 2023 was $250.9 million, an increase of $150.5 million, or 149.9%, compared with interest and other financing expenses of $100.4 million in fiscal 2022. The increase in interest and other financing expenses in fiscal 2023 compared to fiscal 2022 is a result of higher outstanding borrowings and increases in average borrowing rates during fiscal 2023 as compared to fiscal 2022.
Gain on Legal Settlements and Other
During fiscal 2023, the Company recorded a gain on legal settlements of $74.4 million before tax, $56.9 million after tax, and $0.61 per share on a diluted basis, in connection with the settlement of claims filed against certain manufacturers of capacitors. See Note 13, “Commitments and contingencies” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information related to the gain on legal settlements.
In June 2023, the Company settled a portion of its pension liability related to certain retirees and terminated vested employees in the Company’s U.S. pension plan as part of a de-risking strategy. This strategy triggered settlement accounting which required immediate recognition of a portion of the accumulated losses associated with the plan. Consequently, the Company recognized non-cash settlement expense of $37.4 million in fiscal 2023.
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.
Avnet’s effective tax rate on its income before income taxes was 21.6% in fiscal 2023. The effective tax rate for fiscal 2023 was unfavorably impacted primarily by (i) U.S. state taxes, (ii) increases to valuation allowances against deferred tax assets, and (iii) the mix of income in higher income tax jurisdictions, partially offset by (iv) the impact of foreign currency translation loss.
For fiscal 2022, the Company’s effective tax rate on its income before income taxes was 16.9%. The effective tax rate for fiscal 2022 was favorably impacted primarily by decreases to valuation allowances against deferred tax assets.
See Note 9, “Income taxes” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion on the effective tax rate.
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Net Income
As a result of the factors described in the preceding sections of this MD&A, the Company’s net income in fiscal 2023 was $770.8 million, or earnings per share on a diluted basis of $8.26, compared with fiscal 2022 net income of $692.4 million, or earnings per share on a diluted basis of $6.94.
Liquidity and Capital Resources
Cash Flows
Cash Flows from Operating Activities
The Company used $713.7 million of cash from its operating activities in fiscal 2023 as compared to $219.3 million of cash used in fiscal 2022. These operating cash flows are comprised of: (i) cash flows generated from net income, adjusted for the impact of non-cash and other items, which includes depreciation and amortization expense, deferred income taxes, stock-based compensation expense, amortization of operating lease assets and other non-cash items, and (ii) cash flows used for, or generated from, working capital and other, excluding cash and cash equivalents. Cash used for working capital and other to support sales growth was $1.68 billion during fiscal 2023, including increases in accounts receivable of $461.1 million and inventories of $1.17 billion, and a decrease in accounts payable of $75.9 million, offset by an increase in accrued expenses and other of $28.8 million. Comparatively, cash used for working capital and other was $1.09 billion during fiscal 2022, including increases in accounts receivable of $1.13 billion and inventories of $1.22 billion, offset by increases in accounts payable of $1.13 billion, and accrued expenses and other of $134.4 million.
Cash Flows from Financing Activities
During fiscal 2023, the Company received net proceeds of $498.6 million as a result of the issuance of $500.0 million of 6.25% Notes due March 2028, $728.2 million under the Credit Facility, and $258.0 million under the Securitization Program, and repaid $96.2 million under other short-term debt. During fiscal 2023, the Company paid dividends on common stock of $106.3 million, and repurchased $221.7 million of common stock.
During fiscal 2022, the Company received net proceeds of $300.0 million as a result of the issuance of $300.0 million of 5.50% Notes due May 2032, $274.9 million under the Securitization Program, and $235.0 million from borrowings of various bank credit facilities. During fiscal 2022, the Company repaid $354.3 million of notes, paid dividends on common stock of $98.5 million, and repurchased $184.4 million of common stock.
Cash Flows from Investing Activities
During fiscal 2023, the Company used $194.7 million for capital expenditures compared to $48.9 million in fiscal 2022. The increase in capital expenditures year over year was primarily related to expenditures for a new distribution center being built in EMEA to support the future growth of the EC EMEA business. During fiscal 2023, the Company used $16.9 million for other investing activities. During fiscal 2022, the Company received $90.4 million from investing activities related to the liquidation of Company owned life insurance policies.
Financing Transactions
The Company uses a variety of financing arrangements, both short-term and long-term, to fund its operations in addition to historical cash generated from operating activities. The Company also uses several funding sources to avoid becoming overly dependent on one financing source, and to lower overall funding costs. These financing arrangements
27
include public debt (“Notes”), short-term and long-term bank loans, a revolving credit facility (the “Credit Facility”), and an accounts receivable securitization program (the “Securitization Program”).
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 fiscal 2023 was $70.6 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.
See Note 7, “Debt” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on financing transactions including the Credit Facility, the Securitization Program and the outstanding Notes as of July 1, 2023.
Covenants and Conditions
The Company’s Credit Facility contains certain covenants with various limitations on debt incurrence, share repurchases, dividends, investments and capital expenditures, and also includes financial covenant requiring the Company to maintain a leverage ratio below a certain threshold. The Company was in compliance with all such covenants as of July 1, 2023.
The Company’s Securitization Program contains certain covenants relating to the quality of the receivables sold. If these conditions are not met, the Company may not be able to borrow any additional funds and the financial institutions may consider this an amortization event, as defined in the Securitization Program agreements, which would permit the financial institutions to liquidate the accounts receivables sold to cover any outstanding borrowings. Circumstances that could affect the Company’s ability to meet the required covenants and conditions of the Securitization Program include the Company’s ongoing profitability and various other economic, market, and industry factors. The Company was in compliance with all such covenants as of July 1, 2023.
Management does not believe that the covenants under the Credit Facility or Securitization Program limit the Company’s ability to pursue its intended business strategy or its future financing needs.
See Liquidity below for further discussion of the Company’s availability under these various facilities.
Liquidity
The Company had cash and cash equivalents of $288.2 million as of July 1, 2023, of which $194.5 million was held outside the United States. As of July 2, 2022, the Company had cash and cash equivalents of $153.7 million, of which $60.4 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 $713.7 million in cash flows for operating activities during the fiscal year ended July 1, 2023, to support the fiscal 2023 sales growth.
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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 July 1, 2023, there were $796.6 million of borrowings outstanding under the Credit Facility and $0.9 million in letters of credit issued, and $555.8 million outstanding under the Securitization Program. During fiscal 2023, the Company had an average daily balance outstanding under the Credit Facility of approximately $1.13 billion and $549.1 million under the Securitization Program. As of July 1, 2023, the combined availability under the Credit Facility and the Securitization Program was $846.7 million. Availability under the Securitization Program is subject to the Company having sufficient eligible trade accounts receivable in the United States to support desired borrowings.
The Company has the following contractual obligations outstanding as of July 1, 2023 (in millions):
|
| | |
| Payments due by period |
| ||||||||||
| | | | | Less than | | | | | | More than | | ||||
Contractual Obligations | | Total | | 1 year | | 1-3 years | | 3-5 years | | 5 years |
| |||||
Long-term debt obligations(1) | | $ | 3,073.0 | | $ | 70.6 | | $ | 1,105.8 | | $ | 1,296.6 | | $ | 600.0 | |
Interest expense on long-term debt obligations(2) | | | 699.5 | | | 157.7 | | | 269.6 | | | 181.4 | | | 90.8 | |
Operating lease obligations(3) | | | 287.5 | | | 58.1 | | | 86.2 | | | 44.4 | | | 98.8 | |
| (1) | Includes amounts due within one year and excludes unamortized discount and issuance costs on debt. |
| (2) | Represents interest expense due on debt by using fixed interest rates for fixed rate debt and assuming the same interest rate at the end of fiscal 2023 for variable rate debt. |
| (3) | Excludes imputed interest on operating lease liabilities. |
The Company purchases inventories in the normal course of business throughout the year through the issuance of purchase orders to suppliers. During fiscal 2023, the Company’s cost of sales, substantially all of which related to the underlying purchase of inventories was $23.4 billion and the Company had $5.5 billion of inventories as of July 1, 2023. The Company expects to continue to purchase sufficient inventory to meet its customers’ demands in fiscal year 2024, some of which relates to outstanding purchase orders at the end of fiscal 2023. Outstanding purchase orders with suppliers may be non-cancellable/non-returnable at the point such orders are issued, or may become non-cancellable at some point in the future, typically within 30 days to 90 days from the requested delivery date of inventories.
At July 1, 2023, the Company had an estimated liability for income tax contingencies of $130.5 million, which is not included in the above table. Cash payments associated with the settlement of these liabilities that are expected to be paid within the next 12 months is $1.0 million. The settlement period for the remaining amount of the unrecognized tax benefits, including related accrued interest and penalties, cannot be determined, and therefore was not included in the table.
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As of July 1, 2023, the Company may repurchase up to an aggregate of $318.5 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 fiscal 2023, the Company repurchased $212.8 million of common stock.
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 fourth quarter of fiscal 2023, the Board of Directors approved a dividend of $0.29 per share, which resulted in $26.5 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.
Critical Accounting Policies
The Company’s consolidated financial statements have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses. These estimates and assumptions are based upon the Company’s continual evaluation of available information, including historical results and anticipated future events. Actual results may differ materially from these estimates.
The Securities and Exchange Commission defines critical accounting policies as those that are, in management’s view, most important to the portrayal of the Company’s financial condition and results of operations and that require significant judgments and estimates. Management believes the Company’s most critical accounting policies at the end of fiscal 2023 relate to:
Valuation of Inventories
Inventories are recorded at the lower of cost or estimated net realizable value. Inventory cost includes the purchase price of finished goods and any freight cost incurred to receive the inventory into the Company’s distribution centers. The Company’s inventories include electronic components sold into changing, cyclical, and competitive markets, so inventories may decline in market value or become obsolete.
The Company regularly evaluates inventories for expected customer demand, obsolescence, current market prices, and other factors that may render inventories less marketable. Write-downs are recorded so that inventories reflect the estimated net realizable value and take into account the Company’s contractual provisions with its suppliers, which may provide certain protections to the Company for product obsolescence and price erosion in the form of rights of return, stock rotation rights, obsolescence allowances, industry specific supplier rebate programs and price protections. Because of the large number of products and suppliers and the complexity of managing the process around price protections, supplier rebate programs and stock rotations, estimates are made regarding the net realizable value of inventories. Additionally, assumptions about future demand and market conditions, as well as decisions to discontinue certain product lines, impact the evaluation of whether to write-down inventories. If future demand changes or actual market conditions are less favorable than assumed, then management evaluates whether additional write-downs of inventories are required. In any case, actual net realizable values could be different from those currently estimated.
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Accounting for Income Taxes
Management’s judgment is required in determining income tax expense, unrecognized tax benefit liabilities , deferred tax assets and liabilities, and valuation allowances recorded against net deferred tax assets. Recovering net deferred tax assets depends on the Company’s ability to generate sufficient future taxable income in certain jurisdictions. In addition, when assessing the need for valuation allowances, the Company considers historic levels and types of income, expectations and risk associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies. If the Company determines that it cannot realize all or part of its deferred tax assets in the future, it may record additional valuation allowances against the deferred tax assets with a corresponding increase to income tax expense in the period such determination is made. Similarly, if the Company determines that it can realize all or part of its deferred tax assets that have an associated valuation allowance established, the Company may release a valuation allowance with a corresponding benefit to income tax expense in the period such determination is made.
The Company establishes contingent liabilities for potentially unfavorable outcomes of positions taken on certain tax matters. These liabilities are based on management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The anticipated and actual outcomes of these matters may differ, which may result in changes in estimates to such unrecognized tax benefit liabilities. To the extent such changes in estimates are necessary, the Company’s effective tax rate may fluctuate. In accordance with the Company’s accounting policy, accrued interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense.
In determining the Company’s income tax expense, management considers current tax regulations in the numerous jurisdictions in which it operates, including the impact of tax law and regulation changes in the jurisdictions the Company operates in. The Company exercises judgment for interpretation and application of such current tax regulations. Changes to such tax regulations or disagreements with the Company’s interpretation or application by tax authorities in any of the Company’s major jurisdictions may have a significant impact on the Company’s income tax expense.
See Note 9, “Income taxes” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion on income tax expense, valuation allowances and unrecognized tax benefits.
Recently Issued 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 allow financial statement users to understand the effect on working capital, liquidity and cash flows. The new pronouncement 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 plans to adopt this guidance in the first quarter of fiscal 2024, except for the amendment on roll-forward information, which is effective in fiscal 2025. The Company’s planned adoption of ASU No. 2022-04 is not expected to have a material impact on the Company’s consolidated financial statements.
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Item 7A. 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, which are intended to provide an economic hedge against all, or a portion of the risks associated with such volatility. The Company continues to have exposure to such risks to the extent they are not economically hedged.
The following table sets forth the scheduled maturities of the Company’s debt outstanding at July 1, 2023 (dollars in millions):
| | Fiscal Year |
| |||||||||||||||||||
|
| 2024 |
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| Thereafter |
| Total |
| |||||||
Liabilities: | | | | | | | | | | | | | | | | | | | | | | |
Fixed rate debt(1) | | $ | — | | $ | — | | $ | 550.0 | | $ | — | | $ | 500.0 | | $ | 600.0 | | $ | 1,650.0 | |
Floating rate debt | | $ | 70.6 | | $ | 555.8 | | $ | — | | $ | — | | $ | 796.6 | | $ | — | | $ | 1,423.0 | |
| (1) | Excludes unamortized discounts and issuance costs. |
The following table sets forth the carrying value and fair value of the Company’s debt and the average interest rates at July 1, 2023, and July 2, 2022 (dollars in millions):
| | Carrying Value |
| Fair Value at | | Carrying Value |
| Fair Value at |
| ||||||
| | at July 1, 2023 | | at July 1, 2023 |
| at July 2, 2022 | | July 2, 2022 |
| ||||||
Liabilities: | | | | | | | | | | | | | | | |
Fixed rate debt(1) | | $ | 1,650.0 | | | $ | 1,567.5 | | $ | 1,324.6 | | | $ | 1,265.8 | |
Average interest rate | |
| 5.0 | % | | | | |
| 4.1 | % | | | | |
Floating rate debt | | $ | 1,423.0 | | | $ | 1,423.0 | | $ | 297.8 | | | $ | 297.8 | |
Average interest rate | |
| 5.3 | % | | | | |
| 2.6 | % | | | | |
| (1) | Excludes unamortized discounts and issuance costs. Fair value was estimated primarily based upon quoted market prices for the Company’s public long-term notes. |
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. 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 currency exchange contracts typically with maturities of less than 60 days, but no longer than one year). The Company continues to have exposure to foreign currency risks to the extent they are not economically hedged. The Company adjusts any economic hedges to fair value within the same line item in the consolidated statements of operations as the remeasurement of the underlying assets or liabilities being economically hedged. Therefore, the changes in valuation of the underlying items being economically hedged are offset by the changes in fair value of the forward foreign exchange contracts. A hypothetical 10% change in foreign currency exchange rates under the forward foreign currency exchange contracts outstanding at July 1, 2023, would result in an increase or decrease of approximately $80.0 million to the fair value of the forward foreign exchange contracts, which would generally be offset by an opposite effect on the underlying exposure being economically hedged. See Note 2, “Derivative financial instruments” to the Company’s consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for further discussion on derivative financial instruments.
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Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
| |
| Page |
| | | |
1. | Consolidated Financial Statements: | | |
| | | |
| Report of Independent Registered Public Accounting Firm ( | | 34 |
| | | |
| Avnet, Inc. and Subsidiaries Consolidated Financial Statements: | | |
| | | |
| Consolidated Balance Sheets at July 1, 2023, and July 2, 2022 | | 36 |
| | | |
| | 37 | |
| | | |
| | 38 | |
| | | |
| | 39 | |
| | | |
| | 40 | |
| | | |
| | 41 | |
| | | |
2. | Financial Statement Schedule: | | |
| | | |
| | 75 | |
| | | |
| Schedules other than that above have been omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto | | |
| | | |
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Avnet, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Avnet, Inc. and subsidiaries (the Company) as of July 1, 2023 and July 2, 2022, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended July 1, 2023, and the related notes and financial statement schedules II (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of July 1, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 1, 2023 and July 2, 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended July 1, 2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 1, 2023 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
34
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of accounting for income taxes
As discussed in Notes 1 and 9 to the consolidated financial statements, the Company recognized $187.3 million of deferred tax assets, net and income tax expense of $212.1 million as of and for the year ended July 1, 2023. Additionally, as discussed in Note 8, the Company recognized accrued income taxes of $93.5 million as of July 1, 2023. The Company conducts business globally and consequently is subject to U.S. federal, state, and local income taxes as well as foreign income taxes in many of the jurisdictions in which it operates. The Company exercises judgment for the interpretation and application of such current tax regulations.
We identified the evaluation of accounting for income taxes as a critical audit matter. Evaluating the Company’s application of current tax regulations in various foreign jurisdictions and the impact of those regulations on foreign, U.S. federal, state and local income tax provisions required complex auditor judgment and the use of tax professionals with specialized skills.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s income tax process, including controls related to the application of current tax regulations in the various tax jurisdictions and impact on the Company’s tax provisions. We involved tax professionals with specialized skills and knowledge in various tax jurisdictions, who assisted in evaluating the Company’s analyses over the application of current tax regulations and the Company’s interpretation of tax laws and regulations in those jurisdictions.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Phoenix, Arizona
August 18, 2023
35
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
| July 1, |
| July 2, |
| ||
| | 2023 | | 2022 |
| ||
| | (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 13) | | | | | | | |
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.
36
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| | Years Ended | |||||||
|
| July 1, |
| July 2, |
| July 3, | |||
| | 2023 | | 2022 | | 2021 | |||
| | (Thousands, except per share amounts) | |||||||
| $ | | | $ | | | $ | | |
|
| | |
| | |
| | |
Gross profit | |
| | |
| | |
| |
Selling, general and administrative expenses | |
| | |
| | |
| |
Russian-Ukraine conflict related expenses | | | — | | | | | | — |
Restructuring, integration and other expenses | |
| | |
| | |
| |
Operating income | |
| | |
| | |
| |
Other income (expense), net | |
| | |
| ( | |
| ( |
Interest and other financing expenses, net | |
| ( | |
| ( | |
| ( |
Gain on legal settlements and other | | | | | | — | | | — |
Income before taxes | |
| | |
| | |
| |
Income tax expense (benefit) | |
| | |
| | |
| ( |
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.
37
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | Years Ended | |||||||
| | July 1, | | July 2, | | July 3, | |||
|
| 2023 |
| 2022 |
| 2021 | |||
| | (Thousands) | |||||||
Net income | | $ | | | $ | | | $ | |
Other comprehensive income (loss), net of tax: | | | | | | | | | |
Foreign currency translation and other | |
| | |
| ( | |
| |
Cross-currency swap | | | ( | | | — | | | — |
Pension adjustments, net | |
| | |
| ( | |
| |
Total comprehensive income, net of tax | | $ | | | $ | | | $ | |
See notes to consolidated financial statements.
38
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Years Ended July 1, 2023, July 2, 2022, and July 3, 2021
|
| | |
| | |
| | |
| | |
| Accumulated |
| | |
| |
| | Common | | Common | | Additional | | | | | Other | | Total |
| |||||
| | Stock- | | Stock- | | Paid-In | | Retained | | Comprehensive | | Shareholders’ |
| ||||||
| | Shares | | Amount | | Capital | | Earnings | | (Loss) Income | | Equity |
| ||||||
| | (Thousands) |
| ||||||||||||||||
Balance, June 27, 2020 | | | | | $ | | | $ | | | $ | | | $ | ( | | $ | | |
Net income | |
| — | |
| — | |
| — | |
| | |
| — | |
| | |
Translation adjustments and other | |
| — | |
| — | |
| — | |
| — | |
| | |
| | |
Pension liability adjustments, net of tax of $ | |
| — | |
| — | |
| — | |
| — | |
| | |
| | |
Cash dividends ($ | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Effects of new accounting principles | | | — | | | — | | | — | | | ( | | | — | |
| ( | |
Stock-based compensation | |
| | |
| | |
| | |
| — | |
| — | |
| | |
Balance, July 3, 2021 | |
| | |
| | |
| | |
| | |
| ( | |
| | |
Net income | |
| — | |
| — | |
| — | |
| | |
| — | |
| | |
Translation adjustments and other | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( | |
Pension liability adjustments, net of tax of $ | |
| — | |
| — | |
| — | |
| — | |
| ( | |
| ( | |
Cash dividends ($ | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Repurchases of common stock | |
| ( | | | ( | | | — | | | ( | | | — | |
| ( | |
Stock-based compensation | |
| | |
| | |
| | |
| — | |
| — | |
| | |
Balance, July 2, 2022 | |
| | |
| | |
| | |
| | |
| ( | |
| | |
Net income | |
| |
| |
| |
| | |
| |
| | | ||||
Translation adjustments and other | |
| — | |
| — | |
| — | |
| — | |
| | |
| | |
Pension liability adjustments, net of tax of $ | |
| — | |
| — | |
| — | |
| — | |
| | |
| | |
Cross-currency swap | | | — | | | — | | | — | | | — | | | ( | | | ( | |
Cash dividends ($ | |
| — | |
| — | |
| — | |
| ( | |
| — | |
| ( | |
Repurchases of common stock | | | ( | | | ( | | | — | | | ( | | | — | | | ( | |
Stock-based compensation | |
| | |
| | |
| | |
| — | |
| — | |
| | |
Balance, July 1, 2023 | | | | | $ | | | $ | | | $ | | | $ | ( | | $ | | |
| | | | | | | | | | | | | | | | | | | |
See notes to consolidated financial statements.
39
AVNET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Years Ended | |||||||
|
| July 1, |
| July 2, |
| July 3, | |||
| | 2023 | | 2022 | | 2021 | |||
| | (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 | |
| | |
| | |
| |
Impairments | |
| — | |
| — | |
| |
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) provided by operating activities | |
| ( | |
| ( | |
| |
| | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | |
Issuance of notes, net of discounts | |
| | |
| | |
| |
Repayments of public notes | |
| — | |
| ( | | | ( |
Borrowings under accounts receivable securitization, net | |
| | |
| | |
| |
Borrowings (repayments) under senior unsecured credit facility, net | | | | | | — | |
| ( |
Borrowings (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 (used for) financing activities | |
| | |
| | | | ( |
| | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | |
Purchases of property, plant and equipment | |
| ( | |
| ( | |
| ( |
Acquisitions of assets and businesses | |
| — | |
| — | |
| ( |
Proceeds from liquidation of Company owned life insurance policies | |
| — | |
| | |
| — |
Other, net | |
| ( | |
| | |
| |
Net cash flows (used for) provided by investing activities | |
| ( | |
| | |
| ( |
| | | | | | | | | |
Effect of currency exchange rate changes on cash and cash equivalents | |
| | |
| ( | |
| |
| | | | | | | | | |
Cash and cash equivalents: | | | | | | | | | |
— increase (decrease) | |
| | |
| ( | | | ( |
— at beginning of period | |
| | |
| | |
| |
— at end of period | | $ | | | $ | | | $ | |
Additional cash flow information (Note 15)
See notes to consolidated financial statements.
40
1. Summary of significant accounting policies
Basis of presentation — The accompanying consolidated financial statements include the accounts of Avnet, Inc. and all of its majority-owned and controlled subsidiaries (the “Company” or “Avnet”). All intercompany and intracompany accounts and transactions have been eliminated.
Reclassifications — Certain prior period amounts have been reclassified or combined to conform to the current period presentation.
Fiscal year — The Company operates on a “52/53 week” fiscal year, which ends on the Saturday closest to June 30th. Fiscal 2023 and 2022 contain 52 weeks compared to 53 weeks in fiscal 2021. Unless otherwise noted, all references to “fiscal” or “year” shall mean the Company’s fiscal year.
Management estimates — The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, reported amounts of sales and expenses and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ materially from those estimates.
Cash and cash equivalents — The Company considers all highly liquid investments with an original maturity of three months or less including money market funds to be cash equivalents.
Receivables – Receivables, predominately comprised of customer trade accounts, are reported at amortized cost, net of the allowance for credit losses in the consolidated balance sheets. The allowance for credit losses is a valuation account that is deducted from the receivables’ amortized cost basis to present the net amount expected to be collected. The Company estimates the allowance for credit losses using relevant available information about expected credit losses, including information about historical credit losses, past events, current conditions, and other factors which may affect the collectability of receivables. Adjustments to historical loss information are made for differences in current receivable specific risk characteristics, such as changes in customer behavior, economic and industry changes, or other relevant factors. Expected credit losses are estimated on a pooled basis when similar risk characteristics exist.
Inventories — Inventories, comprised principally of finished goods, are stated at the lower of cost or net realizable value. Inventory cost includes the purchase price of finished goods and any freight cost incurred to receive the inventory into the Company’s distribution centers. The Company regularly reviews the cost of inventory against its estimated net realizable value, considering historical experience and any contractual rights of return, stock rotations, vendor rebates, excess, and obsolescence allowances, or price protections provided by the Company’s suppliers. It records the lower of cost or net realizable value write-down if any inventories have a cost in excess of such inventories’ estimated net realizable value.
Depreciation, amortization and useful lives — The Company reports property, plant, and equipment at cost, less accumulated depreciation. Cost includes the price paid to acquire or construct the assets, required installation costs, interest capitalized during the construction period, and any expenditure that substantially adds to the value or substantially extends the useful life of an existing asset. Additionally, the Company capitalizes qualified costs related to software obtained or developed for internal use as a component of property, plant, and equipment. Software obtained for
41
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
internal use has generally been enterprise-level business operations, logistics, and finance software that is customized to meet the Company’s specific operational requirements. The Company begins depreciation and amortization (“depreciation”) for property, plant, and equipment when an asset is both in the location and condition for its intended use.
Property, plant, and equipment is depreciated using the straight-line method over its estimated useful lives. The estimated useful lives for property, plant, and equipment are typically as follows: buildings (
The Company amortizes intangible assets acquired in business combinations or asset combinations using the straight-line method over the estimated economic useful lives of the intangible assets from the date of acquisition, which is generally between
Long-lived asset impairment — Long-lived assets, including property, plant, equipment, intangible assets and operating lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities (“asset group”). An impairment is recognized when the estimated undiscounted cash flows expected to result from the use of the asset group and its eventual disposition is less than its carrying amount. An impairment is measured as the amount by which an asset group’s carrying value exceeds its estimated fair value. The Company considers a long-lived asset to be abandoned when it has ceased use of such abandoned asset and if the Company has no intent to use or repurpose the asset in the future. The Company continually evaluates the carrying value and the remaining economic useful life of long-lived assets and adjusts the carrying value and remaining useful life when appropriate.
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 Company determines if an arrangement contains a lease at inception. Lease right-of-use assets (“operating lease assets”) and associated liabilities (“operating lease liabilities”) are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Certain lease agreements may include one or more options to extend or terminate a lease. Lease terms are inclusive of these options if it is reasonably certain that the Company will exercise such options.
The Company’s leases generally do not provide an implicit borrowing rate, as such, the discount rate used to calculate present value is based upon an estimate of the Company’s secured borrowing rate, which varies based on the lease term and the currency of the lease payments. Lease cost is recognized on a straight-line basis over the lease term and is included as a component of “Selling, general, and administrative expenses” in the consolidated statements of operations. Lease payments are primarily fixed; however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the measurement of operating lease assets and liabilities.
42
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Goodwill — Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value assigned to the individual assets acquired and liabilities assumed. The Company does not amortize goodwill, but instead tests goodwill for impairment at least annually in the fourth quarter. If necessary, the Company records any impairment resulting from such goodwill impairment testing as a component of operating expenses included within goodwill and intangible asset impairment expenses in the consolidated statements of operations. Impairment testing is performed at the reporting unit level, which is defined as the same, or one level below, an operating segment. The Company will perform an interim impairment test between required annual tests if facts and circumstances indicate that it is more-likely-than-not that the fair value of a reporting unit that has goodwill is less than its carrying value.
In performing goodwill impairment testing, the Company may first make a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value. If the qualitative assessment indicates it is more-likely-than-not that a reporting unit’s fair value is not greater than its carrying value, the Company must perform a quantitative impairment test. The Company defines the fair value of a reporting unit as the price that would be received to sell the reporting unit as a whole in an orderly transaction between market participants as of the impairment test date. To determine the fair value of a reporting unit, the Company uses the income methodology of valuation, which includes the discounted cash flow method, and the market methodology of valuation, which considers values of comparable businesses to estimate the fair value of the Company’s reporting units.
Significant management judgment is required when estimating the fair value of the Company’s reporting units from a market participant perspective (including forecasting of future operating results and the discount rates used in the discounted cash flow method of valuation) and in the selection of comparable businesses and related market multiples that are used in the market method of valuation. If the estimated fair value of a reporting unit exceeds the carrying value assigned to that reporting unit, goodwill is not impaired. If the reverse is true, then the Company measures a goodwill impairment loss based on such difference.
The Company evaluates each quarter if facts and circumstances indicate that it is more-likely-than-not that the fair value of its reporting units is less than their carrying value, which would require the Company to perform an interim goodwill impairment test. Indicators the Company evaluates to determine whether an interim goodwill impairment test is necessary include, but are not limited to, (i) a sustained decrease in share price or market capitalization as of any fiscal quarter end, (ii) changes in macroeconomic or industry environments, (iii) the results of, and the amount of time passed since, the last goodwill impairment test, and (iv) the long-term expected financial performance of its reporting units.
Foreign currency translation — The assets and liabilities of foreign operations are translated into U.S. Dollars at the exchange rates in effect at each balance sheet date, with the related translation adjustments reported as a separate component of shareholders’ equity and comprehensive income (loss). Results of operations are translated using the average exchange rates prevailing throughout the reporting period. Transactions denominated in currencies other than the functional currency of the Avnet subsidiaries that are party to the transactions are remeasured at exchange rates in effect at each balance sheet date or upon settlement of the transaction. Gains and losses from such remeasurements are recorded in the consolidated statements of operations as a component of “Other expense, net.”
Income taxes — The Company follows the asset and liability method of accounting for income taxes. Deferred income tax assets and liabilities are recognized for the estimated future tax impact of differences between the consolidated financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary
43
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized within income tax expense in the period in which the new tax rate is enacted. Based upon historical and estimated levels of future taxable income and analysis of other key factors, the Company may increase or decrease a valuation allowance against its deferred tax assets, as deemed necessary, to adjust such assets to their estimated net realizable value.
The Company establishes contingent liabilities for potentially unfavorable outcomes of positions taken on certain tax matters. These liabilities are based on management’s assessment of whether a tax benefit is more-likely-than-not to be sustained upon examination by the relevant tax authorities. Differences between the estimated and actual outcomes of these matters may result in future changes in estimates to such unrecognized tax benefits. Any such changes in estimates may impact the Company’s effective tax rate. In accordance with the Company’s accounting policies, accrued interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense.
Revenue recognition — Revenue is recognized at the point at which control of the underlying products are transferred to the customer, which includes determining whether products are distinct and separate performance obligations. For electronic component and related product sales, transfer of control to the customer generally occurs upon product shipment, but it may occur at a later date depending on the agreed upon sales terms (such as delivery at the customer's designated location, or when products that are consigned at customer locations are consumed). In limited instances, where products are not in stock and delivery times are critical, product is purchased from the supplier and drop-shipped to the customer. The Company typically takes control of the products when shipped by the supplier and then recognizes revenue when control of the product transfers to the customer. The Company does not have material product warranty obligations, because the assurance type product warranties provided by the component manufacturers are passed through to the Company’s customers.
For contracts related to the specialized manufacture of products for customers with no alternative use and for which the Company has an enforceable right to payment, including a reasonable profit margin, the Company recognizes revenue over time as control of the products transfer through the manufacturing process. The contract assets associated with such specialized manufacturing products are not material.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. The Company estimates different forms of variable consideration at the time of sale based on historical experience, current conditions, and contractual obligations. Revenue is recorded net of customer discounts and rebates. When the Company offers the right or has a history of accepting returns of product, historical experience is utilized to establish a liability for the estimate of expected returns and an asset for the right to recover the product expected to be returned. These adjustments are made in the same period as the underlying sales transactions.
The Company considers the following indicators amongst others when determining whether it is acting as a principal in the contract where revenue would be recorded on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified products or services; (ii) the Company has inventory risk before the specified products have been transferred to a customer or after transfer of control to the customer; and (iii) the Company has discretion in establishing the price for the specified products or services. If a transaction does not meet the Company’s indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis.
44
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The company has contracts with certain customers where the company's performance obligation is to arrange for the products or services to be provided by another party. In these arrangements, as the company assumes an agency relationship in the transaction, revenue is recognized in the amount of the net fee associated with serving as an agent. These arrangements primarily relate to the sale of supplier software services and supply chain services for the coordination, holding and delivery of inventory for which the company does not assume the risks and rewards of ownership.
Sales tax and other tax amounts collected from customers for remittance to governmental authorities are excluded from revenue. The Company accounts for shipping and handling of product as a fulfillment activity. The Company does not have any payment terms that exceed one year from the point it has satisfied the related performance obligations. Tariffs are included in sales as the company has enforceable rights to additional consideration to cover the cost of tariffs. Other taxes imposed by governmental authorities on the company's revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.
Vendor allowances and consideration — Consideration received from suppliers for price protection, product rebates, marketing/promotional activities, or any other programs are recorded when earned (under the terms and conditions of such supplier programs) as adjustments to product costs or selling, general and administrative expenses, depending upon the nature and contractual requirements related to the consideration received. Some of these supplier programs require management to make estimates and may extend over multiple periods.
Comprehensive income (loss) — Comprehensive income (loss) represents net income for the year adjusted for certain changes in shareholders’ equity. Accumulated comprehensive income (loss) items impacting comprehensive income (loss) includes foreign currency translation, unrealized gains and losses on derivative instruments designated and qualifying as net investment hedges, and the impact of the Company’s pension liability adjustments, net of tax.
45
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Gain on legal settlements — The Company recognizes gains on legal settlements only when such gains are realized or realizable.
Concentration of credit risk — Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash and cash equivalents, marketable securities, and trade accounts receivable. The Company invests its excess cash primarily in overnight time deposits and institutional money market funds with highly rated financial institutions. To reduce credit risk, management performs ongoing credit evaluations of its customers’ financial condition and, in some instances, has obtained credit insurance coverage to reduce such risk. The Company maintains reserves for potential credit losses from customers, but has not historically experienced material losses related to individual customers or groups of customers in any particular end market or geographic area.
Fair value — The Company measures financial assets and liabilities at fair value based upon an exit price, representing the amount that would be received from the sale of an asset, or paid to transfer a liability, in an orderly transaction between market participants. ASC 820, Fair Value Measurements, requires inputs used in valuation techniques for measuring fair value on a recurring or non-recurring basis be assigned to a hierarchical level as follows: Level 1 are observable inputs that reflect quoted prices for identical assets or liabilities in active markets; Level 2 are observable market-based inputs or unobservable inputs that are corroborated by market data; and, Level 3 are unobservable inputs that are not corroborated by market data. During fiscal 2023, 2022, and 2021, there were
Investments — Equity investments in businesses or start-up companies (“ventures”) are accounted for using the equity method if the investment provides the Company the ability to exercise significant influence, but not control, over the ventures. All other equity investments, which consist of investments for which the Company does not possess the ability to exercise significant influence over the ventures, are measured at fair value, using quoted market prices, or at cost minus impairment, if any, plus or minus changes resulting from observable price changes when fair value is not readily determinable. Investments in ventures are included in “Other assets” in the Company’s consolidated balance sheets. Changes in fair value, including impairments for investments in ventures, if any, are recorded in “Other expense, net” in the Company’s consolidated statements of operations. As of July 1, 2023, the Company’s investments in ventures was not material to the consolidated balance sheets or consolidated statements of operations.
Environmental liabilities — The Company accrues for environmental liabilities when it is probable that obligations have been incurred and the associated amounts can be reasonably estimated. The Company uses a third-party specialist to assist in appropriately measuring its obligations associated with environmental liabilities. Such liabilities are adjusted as new information develops or circumstances change. The Company does not discount its environmental liabilities as the timing of the anticipated cash payments is not fixed or readily determinable. The Company’s estimate of its potential liability is independent of any potential recovery of insurance proceeds or indemnification arrangements and the Company’s environmental liabilities have not been reduced for potential insurance recoveries.
46
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Recently adopted accounting pronouncements — During fiscal 2023, the Company did not adopt any new accounting pronouncements that had a material impact on the Company’s consolidated financial statements.
2. 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
During the third quarter of 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.
47
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The locations and fair values of the Company’s derivative financial instruments in the Company’s consolidated balance sheets are as follows:
| | | | | | |
| | July 1, |
| July 2, | ||
| | 2023 | | 2022 | ||
| | (Thousands) | ||||
Economic hedges | | | | | | |
| $ | | | $ | | |
| | | | | | |
Cross-currency swap | | | | | | |
| $ | | | | — | |
The locations of derivative financial instruments on the Company’s consolidated statements of operations are as follows:
| | | | Years Ended | ||||||
| | | July 1, |
| July 2, |
| July 3, | |||
| | | 2023 | | 2022 | | 2021 | |||
| | (Thousands) | ||||||||
Economic hedges | | $ | | | $ | ( | | $ | ( | |
Cross currency swap | Interest and other financing expense, net | | | | | | — | | | — |
3. Shareholders’ equity
Accumulated comprehensive loss
The following table includes the balances within “Accumulated other comprehensive loss”:
| | | | | | | | | | |
|
| July 1, |
| July 2, |
| July 3, |
| |||
| | 2023 | | 2022 | | 2021 |
| |||
| | (Thousands) |
| |||||||
Accumulated translation adjustments and other | | $ | ( | | $ | ( | | $ | ( | |
Accumulated pension liability adjustments, net of income taxes | |
| ( | |
| ( | |
| ( | |
Total accumulated other comprehensive loss | | $ | ( | | $ | ( | | $ | ( | |
Substantially all amounts reclassified out of “Accumulated comprehensive loss, net of tax”, to operating expenses during fiscal 2023, 2022, and 2021 related to net periodic pension costs as discussed further in Note 10.
Share repurchase program
During fiscal 2023, the Company repurchased
Common stock dividend
During fiscal 2023, the Company paid dividends of $
48
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
4. Receivables
The Company’s receivables and allowance for credit losses were as follows:
| | July 1, | | July 2, | ||
| | 2023 | | 2022 | ||
| | (Thousands) | ||||
Receivables | | $ | | | $ | |
Allowance for Credit Losses | | | ( | | | ( |
The Company had the following activity in the allowance for credit losses during fiscal 2023 and fiscal 2022:
| | July 1, | | July 2, | ||
| | 2023 | | 2022 | ||
| | (Thousands) | ||||
Balance at beginning of the period | | $ | | | $ | |
Credit Loss Provisions | | | | | | |
Russian-Ukraine conflict Credit Loss Provisions | | | — | | | |
Credit Loss Recoveries | | | ( | | | ( |
Receivables Write Offs | | | ( | | | ( |
Foreign Currency Effect and Other | | | | | | ( |
Balance at end of the period | | $ | | | $ | |
During fiscal 2022, the Company incurred $
5. Property, plant and equipment, net
Property, plant and equipment are recorded at cost, less accumulated depreciation, and consist of the following:
| | | | | | | |
|
| July 1, 2023 |
| July 2, 2022 |
| ||
| | (Thousands) |
| ||||
Buildings | | $ | | | $ | | |
Machinery, fixtures and equipment | |
| | |
| | |
Information technology hardware and software | |
| | |
| | |
Leasehold improvements | |
| | |
| | |
Depreciable property, plant and equipment, gross | |
| | |
| | |
Accumulated depreciation | |
| ( | |
| ( | |
Depreciable property, plant and equipment, net | |
| | |
| | |
Land | |
| | |
| | |
Construction in progress | |
| | |
| | |
Property, plant and equipment, net | | $ | | | $ | | |
Depreciation expense related to property, plant, and equipment, was $
49
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
6. Goodwill, intangible assets, and impairments
Goodwill
The following table presents the change in goodwill balances by reportable segment for fiscal year 2023.
|
| Electronic |
| |
| | | ||
| | Components | | Farnell | | Total | |||
| | (Thousands) | |||||||
Carrying value at July 2, 2022 (1) | | $ | | | $ | | | $ | |
Foreign currency translation | |
| | |
| | |
| |
Carrying value at July 1, 2023 (1) | | $ | | | $ | | | $ | |
| (1) | Includes accumulated impairment of $ |
Intangible Assets
The net book value of intangible assets was $
7. Debt
Short-term debt consists of the following (in thousands):
| | July 1, | | July 2, | | July 1, | | July 2, | | ||||
| | 2023 |
| 2022 |
| 2023 |
| 2022 | | ||||
| | 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.
50
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Long-term debt consists of the following (in thousands):
| | July 1, | | July 2, | | July 1, | | July 2, | | ||||
| | 2023 |
| 2022 |
| 2023 |
| 2022 | | ||||
| | 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 | | | | | | | | $ | | | $ | | |
In December 2022, the Company amended and extended its 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 $
In 2022, the Company amended and extended its
In March 2023, the Company issued $
51
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Aggregate debt maturities for the next five fiscal years and thereafter are as follows (in thousands):
| | | | |
2024 |
| $ | | |
2025 | |
| | |
2026 | |
| | |
2027 | |
| — | |
2028 | |
| | |
Thereafter | |
| | |
Subtotal | |
| | |
Discount and debt issuance costs – unamortized | |
| ( | |
Total debt | | $ | | |
At July 1, 2023, the carrying value and fair value of the Company’s total debt was $
8. Accrued expenses and other
Accrued expenses and other consist of the following:
|
| July 1, 2023 |
| July 2, 2022 |
| ||
| | (Thousands) |
| ||||
Accrued salaries and benefits | | $ | | | $ | | |
Accrued operating costs | |
| | |
| | |
Accrued interest and banking costs | |
| | |
| | |
Accrued restructuring costs | |
| | |
| | |
Accrued income taxes | |
| | |
| | |
Accrued property, plant and equipment | | | | | | | |
Accrued other | |
| | |
| | |
Total accrued expenses and other | | $ | | | $ | | |
52
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
9. Income taxes
The components of income tax expense (benefit) (“tax provision”) are included in the table below. The tax provision for deferred income taxes results from temporary differences arising primarily from net operating losses, inventories valuation, receivables valuation, suspended interest deductions, certain accrued amounts, and depreciation and amortization, net of any changes to valuation allowances.
| | | | | | | | | | |
| | Years Ended |
| |||||||
|
| July 1, 2023 |
| July 2, 2022 |
| July 3, 2021 |
| |||
| | (Thousands) |
| |||||||
Current: | | | | | | | | | | |
Federal | | $ | | | $ | | | $ | ( | |
State and local | |
| | |
| | |
| ( | |
Foreign | |
| | |
| | |
| | |
Total current taxes | |
| | |
| | |
| ( | |
Deferred: | | | | | | | | | | |
Federal | |
| ( | |
| ( | |
| | |
State and local | |
| | |
| ( | |
| | |
Foreign | |
| ( | |
| | |
| | |
Total deferred taxes | |
| ( | |
| ( | |
| | |
Income tax expense (benefit) | | $ | | | $ | | | $ | ( | |
The tax provision is computed based upon income (loss) before income taxes from both U.S. and foreign operations. U.S. income (loss) before income taxes was $
The Company asserts that all of its unremitted foreign earnings are permanently reinvested, and any unrecorded liabilities related to this assertion are not material.
Reconciliations of the federal statutory tax rate to the effective tax rates are as follows:
| | Years Ended | |||||||
|
| July 1, 2023 |
| July 2, 2022 |
| July 3, 2021 | |||
U.S. federal statutory rate |
| | % | | | % | | | % |
State and local income taxes, net of federal benefit |
| | | | | | | ( | |
Tax on foreign income, net of valuation allowances |
| | | | ( | | | ( | |
Establishment/release of valuation allowances, net of U.S. tax expense |
| | | | ( | | | | |
Change in unrecognized tax benefit reserves |
| ( | | | ( | | | | |
Tax audit settlements |
| | | | | | | | |
Impact of surrender of Company owned life insurance policies | | — | | | | | | — | |
Impact on foreign currency translation loss | | ( | | | — | | | — | |
Impact of the CARES Act | | — | | | — | | | ( | |
Impairments of investments | | — | | | — | | | ( | |
Other, net |
| | | | | | | ( | |
Effective tax rate |
| | % | | | % | | ( | % |
53
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Tax rates on foreign income represents the impact of the difference between foreign rates and the U.S. federal statutory rate applied to foreign income or loss, foreign income taxed in the U.S. at rates other than its statutory rate, and the impact of valuation allowances previously established against the Company’s otherwise realizable foreign deferred tax assets, which are primarily net operating loss carry-forwards.
Avnet’s effective tax rate on income before income taxes was
The Company applies the guidance in ASC 740 Income Taxes, which requires management to use its judgment to the appropriate weighting of all available evidence when assessing the need for the establishment or the release of valuation allowances. As part of this analysis, the Company examines all available evidence on a jurisdiction-by-jurisdiction basis and weighs the positive and negative evidence when determining the need for full or partial valuation allowances. The evidence considered for each jurisdiction includes, among other items: (i) the historic levels and types of income or losses over a range of time periods, which may extend beyond the most recent three fiscal years depending upon the historical volatility of income in an individual jurisdiction; (ii) expectations and risks associated with underlying estimates of future taxable income, including considering the historical trend of down-cycles in the Company’s served industries; (iii) jurisdictional specific limitations on the utilization of deferred tax assets, including when such assets expire; and (iv) prudent and feasible tax planning strategies.
The significant components of deferred tax assets and liabilities, included in “other assets” on the consolidated balance sheets, are as follows:
|
| July 1, |
| July 2, |
| ||
| | 2023 | | 2022 |
| ||
| | (Thousands) |
| ||||
Deferred tax assets: | | | | | | | |
Federal, state and foreign net operating loss carry-forwards | | $ | | | $ | | |
Depreciation and amortization | | | | | | | |
Inventories valuation | | | | | | | |
Operating lease liabilities | |
| | |
| | |
Receivables valuation | | | | | | | |
Interest deductions | | | | | | | |
Various accrued liabilities and other | |
| | |
| | |
| |
| | |
| | |
Less — valuation allowances | |
| ( | |
| ( | |
| |
| | |
| | |
Deferred tax liabilities: | | | | | | | |
Operating lease assets | |
| ( | |
| ( | |
Net deferred tax assets | | $ | | | $ | | |
The change in valuation allowances in fiscal 2023 from fiscal 2022 was related to a $
54
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
As of July 1, 2023, the Company had net operating and capital loss carry-forwards of approximately $
Estimated liabilities for unrecognized tax benefits are included in “Accrued expenses and other” and “Other liabilities” on the consolidated balance sheets. These contingent liabilities relate to various tax matters that result from uncertainties in the application of complex income tax regulations in the numerous jurisdictions in which the Company operates. As of July 1, 2023, unrecognized tax benefits were $
Reconciliations of the beginning and ending liability balances for unrecognized tax benefits, excluding interest and penalties, are as follows:
|
| July 1, 2023 |
| July 2, 2022 |
| ||
| | (Thousands) |
| ||||
Balance at beginning of year | | $ | | | $ | | |
Additions for tax positions taken in prior periods | |
| | |
| | |
Reductions for tax positions taken in prior periods | |
| ( | |
| ( | |
Additions for tax positions taken in current period | |
| | |
| | |
Reductions related to settlements with taxing authorities | |
| ( | |
| ( | |
Reductions related to the lapse of applicable statutes of limitations | |
| ( | |
| ( | |
Adjustments related to foreign currency translation | |
| | |
| ( | |
Balance at end of year | | $ | | | $ | | |
The evaluation of uncertain income tax positions requires management to estimate the ability of the Company to sustain its position with applicable tax authorities and estimate the final benefit to the Company. If the actual outcomes differ from the Company’s estimates, there could be an impact on the consolidated financial statements in the period in which the position is settled, the applicable statutes of limitations expire, or new information becomes available, as the impact of these events are recognized in the period in which they occur. It is difficult to estimate the period in which the amount of a tax position will change as settlement may include administrative and legal proceedings beyond the Company’s control. The effects of settling tax positions with tax authorities and statute expirations may significantly impact the estimate for unrecognized tax benefits. Within the next twelve months, the Company estimates that approximately $
The Company conducts business globally and consequently files income tax returns in numerous jurisdictions, including those listed in the following table. It is also routinely subject to audit in these and other countries. The Company is no longer subject to audit in its major jurisdictions for periods prior to fiscal 2017. The years remaining subject to audit, by major jurisdiction, are as follows:
55
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Jurisdiction |
| Fiscal Year |
|
United States (Federal and state) |
| 2017,2019 - 2023 | |
Taiwan |
| 2017 - 2023 | |
Hong Kong |
| 2017 - 2023 | |
Germany | | 2019 - 2023 | |
Singapore |
| 2018 - 2023 | |
Belgium |
| 2021 - 2023 | |
United Kingdom | | 2021 - 2023 | |
Canada | | 2017 - 2023 | |
10. Pension and retirement plans
Pension Plan
The Company has a noncontributory defined benefit pension plan that covers substantially all current or former U.S. Employees (the “Plan”).
The Plan meets the definition of a defined benefit plan and, as a result, the Company applies ASC 715 pension accounting to the Plan. The Plan is a cash balance plan that is similar in nature to a defined contribution plan in that a participant’s benefit is defined in terms of stated account balances. The Plan allows the Company to apply any earnings on the Plan’s investments, beyond the fixed return provided to participants, toward the Company’s future cash funding obligations. Employees are eligible to participate in the Plan following the first year of service during which they worked at least
The Plan provides defined benefits pursuant to a cash balance feature whereby a participant accumulates a benefit based upon a percentage of current salary, which varies with age, and interest credits. The Company uses its fiscal year end as the measurement date for determining pension expense and benefit obligations for each fiscal year.
56
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table outlines changes in benefit obligations, plan assets, and the funded status of the Plan as of the end of fiscal 2023 and 2022:
|
| July 1, |
| July 2, |
| ||
| | 2023 | | 2022 |
| ||
|
| (Thousands) | | ||||
Changes in benefit obligations: | | | | | | | |
Benefit obligations at beginning of year | | $ | | | $ | | |
Service cost | |
| | |
| | |
Interest cost | |
| | |
| | |
Actuarial gain | |
| ( | |
| ( | |
Benefits paid | |
| ( | |
| ( | |
Settlements paid | | | ( | | | — | |
Benefit obligations at end of year | | $ | | | $ | | |
Changes in plan assets: | | | | | | | |
Fair value of plan assets at beginning of year | | $ | | | $ | | |
Actual return on plan assets | |
| ( | |
| ( | |
Benefits paid | |
| ( | |
| ( | |
Settlements paid | | | ( | | | — | |
Contributions | |
| | |
| | |
Fair value of plan assets at end of year | | $ | | | $ | | |
Funded status of the plan recognized as a non-current asset | | $ | | | $ | | |
| | | | | | | |
Amounts recognized in accumulated other comprehensive loss: | | | | | | | |
Unrecognized net actuarial losses | | $ | | | $ | | |
Unamortized prior service cost | |
| | |
| | |
| | $ | | | $ | | |
Other changes in plan assets and benefit obligations recognized in other comprehensive income: | | | | | | | |
Net actuarial loss | | $ | | | $ | | |
Amortization of net actuarial losses | |
| ( | |
| ( | |
Amortization of prior service costs | |
| ( | |
| ( | |
Net loss recognized due to benefit obligation settlement | | | ( | | | — | |
| | $ | ( | | $ | | |
Included in “Accumulated other comprehensive loss” at July 1, 2023, is an expense of $
57
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In June 2023, the Company settled a portion of its pension liability related to certain retirees and terminated vested employees in the Company’s U.S. pension plan through the transfer of the benefit obligation to a third-party insurance company. This transfer of the benefit obligation triggered settlement accounting which required immediate recognition of a portion of the accumulated losses associated with the transferred benefit obligations. Consequently, the Company recognized non-cash settlement expense of $
Assumptions used to calculate actuarial present values of benefit obligations are as follows:
| | | | | | |
|
| 2023 |
| 2022 | ||
Discount rate | | | % | | | % |
The discount rate selected by the Company for the Plan reflects the current rate at which the underlying liability could be settled at the measurement date as of July 1, 2023. The estimated discount rate in fiscal 2023 and fiscal 2022 was based on the spot yield curve approach, which applies the individual spot rates from a highly rated bond yield curve to each future year’s estimated cash flows.
The weighted-average assumptions used to determine net benefit costs are as follows:
| | | | | | |
|
| 2023 |
| 2022 | ||
Discount rate | | | % | | | % |
Expected return on plan assets | | | % | | | % |
Rate of compensation increase | | | % | | | % |
Interest crediting rate | | | % | | | % |
Components of net periodic pension cost for the Plan during the last three fiscal years are as follows:
| | Years Ended | |||||||
| | July 1, |
| July 2, |
| July 3, | |||
| | 2023 | | 2022 | | 2021 | |||
| | (Thousands) | |||||||
Service cost | | $ | | | $ | | | $ | |
Total net periodic pension cost within selling, general and administrative expenses | | | | | | | | | |
| | | | | | | | | |
|
| | |
| | |
| | |
|
| ( | |
| ( | |
| ( | |
|
| | |
| | |
| | |
|
| | |
| | |
| | |
Net loss recognized due to benefit obligation settlement | | | | | | — | | | — |
| | | | | ( | | | ( | |
| | | | | | | | | |
Net periodic pension cost (benefit) | | $ | | | $ | ( | | $ | |
The Company made $
58
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
and expects to make approximately $
Benefit payments are expected to be paid to Plan participants as follows for the next five fiscal years and the aggregate for the five years thereafter (in thousands):
| | | |
2024 | $ | | |
2025 |
| | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
2029 through 2033 |
| | |
The Plan’s assets are held in trust and were allocated as follows as of the measurement date at the end of fiscal 2023 and 2022:
| | | | | | |
|
| 2023 |
| 2022 | ||
Equity securities |
| | % | | | % |
Fixed income debt securities |
| | % | | | % |
Cash and cash equivalents |
| | % | | | % |
The general investment objectives of the Plan are to maximize returns through a diversified investment portfolio to earn annualized returns that exceed the long-term cost of funding the Plan’s pension obligations while maintaining reasonable and prudent levels of risk. The expected return on the Plan’s assets in fiscal 2024 is currently
The following table sets forth the fair value of the Plan’s investments as of July 1, 2023:
|
| Level 1 |
| Level 2 |
| Level 3 |
| Net Asset Value |
| Total |
| |||||
| | (Thousands) |
| |||||||||||||
Cash and cash equivalents | | $ | | | $ | — | | $ | — | | $ | — | | $ | | |
Return Seeking Investments: | | | | | | | | | | | | | | | | |
Common stocks | |
| — | |
| — | |
| — | |
| | |
| | |
Real estate | |
| — | |
| — | |
| — | |
| | |
| | |
High yield credit and bonds | | | — | |
| — | |
| — | |
| | |
| | |
Fixed Income Investments: | |
| | | | | | | | | | | | | | |
U.S. government | |
| — | |
| — | |
| — | |
| | |
| | |
Corporate | |
| — | |
| — | |
| — | |
| | |
| | |
Total | | $ | | | $ | — | | $ | — | | $ | | | $ | | |
Certain investments included in the table above are measured at fair value using the net asset value per share (or its
59
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
equivalent) practical expedient and are not included in the three levels of the fair value hierarchy.
The following table sets forth the fair value of the Plan’s investments as of July 2, 2022:
|
| Level 1 |
| Level 2 |
| Level 3 |
| Net Asset Value |
| Total |
| |||||
| | (Thousands) |
| |||||||||||||
Cash and cash equivalents | | $ | | | $ | — | | $ | — | | $ | — | | $ | | |
Return Seeking Investments: | | | | | | | | | | | | | | | | |
Common stocks | |
| — | |
| — | |
| — | |
| | |
| | |
Real estate | |
| — | |
| — | |
| — | |
| | |
| | |
High yield credit and bonds | | | — | | | — | | | — | | | | | | | |
Fixed Income Investments: | | | | | | | | | | | | | | | | |
U.S. government | |
| — | |
| — | |
| — | |
| | |
| | |
Corporate | | | — | |
| — | |
| — | |
| | |
| | |
Total | | $ | | | $ | — | | $ | — | | $ | | | $ | | |
Each of these investments may be redeemed without restrictions in the normal course of business and there were no material unfunded commitments as of July 1, 2023.
11. Leases
The components of lease cost related to the Company’s operating leases were as follows (in thousands):
| | Years Ended | ||||
| | July 1, | | July 2, | ||
| | 2023 |
| 2022 | ||
Operating lease cost | | $ | | | $ | |
Variable lease cost | | | | | | |
Total lease cost | | $ | | | $ | |
Future minimum operating lease payments as of July 1, 2023, are as follows (in thousands):
Fiscal Year | | | |
2024 | | $ | |
2025 | | | |
2026 | |
| |
2027 | |
| |
2028 | |
| |
Thereafter | |
| |
Total future operating lease payments | | | |
Total imputed interest on operating lease liabilities | | | ( |
Total operating lease liabilities | | $ | |
60
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other information pertaining to operating leases consists of the following:
| | Years Ended | ||||
| | July 1, | | July 2, | ||
| | 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):
| | Years Ended | ||||
| | July 1, | | July 2, | ||
| | 2023 |
| 2022 | ||
Supplemental Cash Flow Information: | | | | | ||
Cash paid for operating lease liabilities | | $ | | | $ | |
Operating lease assets obtained from new operating lease liabilities | | | | | | |
12. Stock-based compensation
The Company measures all stock-based payments at fair value and recognizes related expense within selling, general and administrative expenses in the consolidated statements of operations over the requisite service period (generally the vesting period). During fiscal 2023, 2022, and 2021, the Company recorded stock-based compensation expense of $
Stock plan
At July 1, 2023, the Company had
Stock options
Service based stock option grants have a contractual life of
There were
61
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted stock units
Delivery of restricted stock units, and the associated compensation expense, is recognized over the vesting period and is generally subject to the employee’s continued service to the Company, except for employees who are retirement eligible under the terms of the restricted stock units. As of July 1, 2023,
The following is a summary of the changes in non-vested restricted stock units during fiscal 2023:
| | | | | | |
| | | | Weighted |
| |
| | | | Average |
| |
| | | | Grant-Date |
| |
|
| Shares |
| Fair Value |
| |
Non-vested restricted stock units at July 2, 2022 |
| | | $ | | |
Granted |
| | |
| | |
Vested |
| ( | |
| | |
Forfeited |
| ( | | | | |
Non-vested restricted stock units at July 1, 2023 |
| | | $ | | |
As of July 1, 2023, there was $
Performance share units
Certain eligible employees, including Avnet’s executive officers, may receive a portion of their long-term stock-based compensation through the performance share program. Through grants of performance share units, this program provides for the vesting of underlying shares of Avnet’s common stock at the end of the third year performance period, based on the Company achieving certain performance goals that the Compensation Committee of the Board of Directors establishes for a three year period.
During fiscal 2023, the Company granted
13. 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.
62
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 July 1, 2023, and July 2, 2022, the Company had aggregate estimated liabilities of $
Gain on Legal Settlements and Other
During fiscal 2023, the Company recorded a gain on legal settlements of $
Subsequent to the end of fiscal 2023, the Company reached an additional legal settlement with a manufacturer of capacitors for approximately $
14. Earnings per share
| | Years Ended | |||||||
|
| July 1, |
| July 2, |
| July 3, | |||
| | 2023 | | 2022 | | 2021 | |||
| | (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 | | | | | | | | | |
63
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
15. Additional cash flow information
The “Other, net” component of non-cash and other reconciling items within operating activities in the consolidated statements of cash flows consisted of the following during the last three fiscal years:
|
| July 1, |
| July 2, |
| July 3, |
| |||
| | 2023 | | 2022 | | 2021 |
| |||
| | (Thousands) |
| |||||||
Provision for credit losses | | $ | | | $ | | | $ | | |
Periodic pension cost (benefit) (1) | |
| | |
| ( | |
| | |
Other, net | |
| | |
| | |
| | |
Total | | $ | | | $ | | | $ | | |
Non-cash investing and financing activities and supplemental cash flow information were as follows:
| | Years Ended | | |||||||
|
| July 1, |
| July 2, |
| July 3, | | |||
| | 2023 | | 2022 | | 2021 | | |||
| | (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 | | | | | | | | | | |
The Company includes book overdrafts as part of accounts payable on its consolidated balance sheets and reflects changes in such balances as part of cash flows from operating activities in its consolidated statements of cash flows.
16. Segment information
Electronic Components (“EC”) and Farnell (“Farnell”) are the Company’s reportable segments (“operating groups”).
64
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| | | | | | | | | | |
| | Years Ended |
| |||||||
|
| July 1, |
| July 2, |
| July 3, |
| |||
| | 2023 | | 2022 | | 2021 |
| |||
| | (Millions) |
| |||||||
Sales: | | | | | | | | | | |
Electronic Components | | $ | | | $ | | | $ | | |
Farnell | | | | | | | | | | |
| | $ | | | $ | | | $ | | |
Operating income: | | | | | | | | | | |
Electronic Components | | $ | | | $ | | | $ | | |
Farnell | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
Corporate | |
| ( | |
| ( | |
| ( | |
Restructuring, integration and other expenses | |
| ( | |
| ( | |
| ( | |
Russian-Ukraine conflict related expenses | | | — | | | ( | | | — | |
Amortization of acquired intangible assets and other | |
| ( | |
| ( | |
| ( | |
| | $ | | | $ | | | $ | | |
Assets: | | | | | | | | | | |
Electronic Components | | $ | | | $ | | | $ | | |
Farnell | |
| | |
| | |
| | |
Corporate | |
| | | | | | | | |
| | $ | | | $ | | | $ | | |
Capital expenditures: | | | | | | | | | | |
Electronic Components | | $ | | | $ | | | $ | | |
Farnell | |
| | |
| | |
| | |
Corporate | |
| | |
| | |
| | |
| | $ | | | $ | | | $ | | |
Depreciation & amortization expense: | | | | | | | | | | |
Electronic Components | | $ | | | $ | | | $ | | |
Farnell | |
| | |
| | |
| | |
Corporate | |
| | |
| | |
| | |
| | $ | | | $ | | | $ | | |
Sales, by geographic area: | | | | | | | | | | |
Americas(1) | | $ | | | $ | | | $ | | |
EMEA(2) | |
| | |
| | |
| | |
Asia(3) | |
| | |
| | |
| | |
| | $ | | | $ | | | $ | | |
Property, plant and equipment, net, by geographic area: | | | | | | | | | | |
Americas(4) | | $ | | | $ | | | $ | | |
EMEA(5) | |
| | |
| | |
| | |
Asia | |
| | |
| | |
| | |
| | $ | | | $ | | | $ | | |
| (1) | Includes sales in the United States of $ |
65
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
| (2) | Includes sales in Germany and Belgium of $ |
| (3) | Includes sales of $ |
| (4) | Includes property, plant and equipment, net, of $ |
| (5) | Includes property, plant and equipment, net, of $ |
Listed in the table below are the Company’s major product categories and the related sales for each of the past three fiscal years:
| | Years Ended |
| |||||||
|
| July 1, |
| July 2, |
| July 3, |
| |||
| | 2023 | | 2022 | | 2021 |
| |||
| | (Millions) |
| |||||||
Semiconductors | | $ | | | $ | | | $ | | |
Interconnect, passive & electromechanical (IP&E) | |
| | |
| | |
| | |
Computers | | | | | | | | | | |
Other | |
| | |
| | |
| | |
| | $ | | | $ | | | $ | | |
66
AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
17. Restructuring expenses
During fiscal 2023, the Company 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 incurred during fiscal 2023:
|
| | |
| Facility |
| Asset |
| | |||
| | Severance |
| Exit Costs |
| Impairments |
| Total | ||||
| | (Thousands) | ||||||||||
Fiscal 2023 restructuring expenses | | $ | | | $ | | | $ | | | $ | |
Cash payments | |
| ( | | | — | | | — | | | ( |
Non-cash amounts | | | — | | | — | | | ( | | | ( |
Balance at July 1, 2023 | | $ | | | $ | | | $ | — | | $ | |
Severance expense recorded in fiscal 2023 related primarily to the planned reduction of over
67
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure 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 report on Form 10-K. 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 report on Form 10-K, 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.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed 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 in the United States of America. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of July 1, 2023. In making this assessment, management used the 2013 framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that the Company maintained effective internal control over financial reporting as of July 1, 2023.
The Company’s independent registered public accounting firm, KPMG LLP, has audited the effectiveness of the Company’s internal controls over financial reporting as of July 1, 2023, as stated in its audit report which is included herein.
Changes in Internal Control Over Financial Reporting
During the fourth quarter of fiscal 2023, there were no changes to the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
During the three months ended July 1, 2023,
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
68
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information called for by Item 10 is incorporated in this Report by reference to the Company’s definitive proxy statement relating to the Annual Meeting of Stockholders scheduled to be held on November 16, 2023.
On May 22, 2023, the Board of Directors amended the Company’s By-Laws, effective immediately (“Amended By-Laws”). The By-Laws were amended to, among other things, clarify and enhance procedural mechanics and disclosure requirement under Section 1.14 in connection with shareholder proposals and nominations of directors and to address the new Rule 14a-19 of the Exchange Act, known as the Universal Proxy Rule. Under the Amended By-Laws, for annual meetings, the deadline for delivery of Shareholder Notice and specified Nominee Materials, if applicable, is based on the anniversary of the prior annual meeting date versus the anniversary of the filing date of the prior proxy statement. Therefore, for the 2023 Annual Shareholder Meeting, Shareholder Notice and Nominee Materials were required to be delivered no earlier than June 20, 2023, and no later than July 20, 2023. The Amended By-Laws further require additional obligations from or disclosures regarding the Proposing Shareholder, proposed nominees and other known persons working with the Proposing Shareholder, including obligations to update information provided in the Shareholder Notice and Nominee Materials and to attend the shareholder meeting to present the business specified in the Shareholder Notice. It also clarified that a Proposing Shareholder may nominate up to the number of directors to be elected at the applicable meeting and may not make additional or substitute nominations after the Shareholder Notice and Nominee Materials deadlines expire.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated in this Report by reference to the Company’s definitive proxy statement relating to the Annual Meeting of Stockholders scheduled to be held on November 16, 2023.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information called for by Item 12 is incorporated in this Report by reference to the Company’s definitive proxy statement relating to the Annual Meeting of Stockholders scheduled to be held on November 16, 2023.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information called for by Item 13 is incorporated in this Report by reference to the Company’s definitive proxy statement relating to the Annual Meeting of Shareholders scheduled to be held on November 16, 2023.
Item 14. Principal Accounting Fees and Services
The information called for by Item 14 is incorporated in this Report by reference to the Company’s definitive proxy statement relating to the Annual Meeting of Stockholders scheduled to be held on November 16, 2023.
69
PART IV
Item 15. Exhibits and Financial Statement Schedules
The financial statements and supplementary data are listed in the index included under Item 8 of this Report.
The exhibits listed below are filed as part of this report.
INDEX TO EXHIBITS
Exhibit | | Exhibit |
| | |
3.1 | | |
| | |
3.2 | | |
| | |
4.1 | | |
| | |
4.2 | | |
| | |
4.3 | | |
| | |
4.4 | | |
| | |
4.5 | | |
| | |
4.6 | | |
| | |
| | Note: The total amount of securities authorized under any other instrument that defines the rights of holders of the Company’s long-term debt does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Therefore, these instruments are not required to be filed as exhibits to this Report. The Company agrees to furnish copies of such instruments to the Commission upon request. |
| | |
| | Executive Compensation Plans and Arrangements |
| | |
10.1 | | |
| | |
70
10.2 | | |
| | |
10.3 | | |
| | |
10.4 | | |
| | |
10.5 | | |
| | |
10.6 | | |
| | |
10.7 | | |
| | |
10.8 | | |
| | |
10.9 | | |
| | |
10.10 | | |
| | |
10.11 | | |
| | |
10.12 | | |
| | |
10.13 | | |
| | |
71
10.14 | | |
| | |
10.15 | | Avnet, Inc. 2021 Stock Compensation and Incentive Plan: |
| | |
10.16 | | |
| | |
| | Bank Agreements |
| | |
10.17 | | Securitization Program |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
72
| | |
| | |
| | |
| | |
| * | |
| | |
10.18 | | Credit Facility |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
21.1 | * | |
| | |
23.1 | * | |
| | |
24.1 | * | |
| | |
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 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
32.2 | ** | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
73
| | |
101.INS | * | Inline XBRL Instance Document. |
| | |
101.SCH | * | Inline XBRL Taxonomy Extension Schema Document. |
| | |
101.CAL | * | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| | |
101.LAB | * | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| | |
101.PRE | * | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| | |
101.DEF | * | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| | |
104 | * | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). |
| | |
* | Filed herewith. |
| |
** | Furnished herewith. |
Item 16. Form 10-K Summary
Not applicable.
74
SCHEDULE II
AVNET, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended July 1, 2023, July 2, 2022, and July 3, 2021
| | Balance at | | Charged to | | Charged to | | | | | Balance at |
| ||||
| | Beginning of | | Expense | | Other | | | | | End of |
| ||||
Account Description | | Period | | (Income) | | Accounts | | Deductions | | Period |
| |||||
| | (Thousands) |
| |||||||||||||
Fiscal 2023 |
| | |
| | |
| | |
| | |
| | | |
Allowance for credit losses | | $ | | | $ | | | $ | — | | $ | ( | (a) | $ | | |
Valuation allowance on tax loss carry-forwards | |
| | |
| | (b) |
| ( | (c) |
| — | |
| | |
Fiscal 2022 | | | | | | | | | | | | | | | | |
Allowance for credit losses | |
| | | | | (d) | | — | | | ( | (a) | | | |
Valuation allowance on tax loss carry-forwards | |
| | |
| ( | (e) |
| ( | (f) |
| — | |
| | |
Fiscal 2021 | | | | | | | | | | | | | | | | |
Allowance for credit losses | |
| | (g) | | | | | | (h) | | ( | (a) |
| | |
Valuation allowance on tax loss carry-forwards | |
| | |
| | (i) |
| ( | (c) |
| — | |
| | |
| (a) | Primarily represents uncollectible receivables written off and the impact of changes in foreign currency rates during the fiscal year. |
| (b) | Primarily represents impact of current year activities. |
| (c) | Primarily related to impact of foreign currency exchange on valuation allowances. |
| (d) | Amount includes $ |
| (e) | Primarily represents net release of valuation allowance and impact of current year activities. |
| (f) | Primarily related to impact of pension-related other comprehensive income and foreign currency exchange on valuation allowances. |
| (g) | Beginning balance includes $ |
| (h) | The Company adopted ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on June 28, 2020, with a cumulative effect adjustment to the opening balance of retained earnings as of the beginning of fiscal 2021. |
| (i) | Primarily represents impact of current year activities. |
75
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| AVNET, INC. | |
Date: August 18, 2023 | By: | /s/ PHILIP R. GALLAGHER |
| | Philip R. Gallagher |
| | Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby authorizes and appoints each of Phil R. Gallagher and Kenneth A. Jacobson his or her attorneys-in-fact, for him or her in any and all capacities, to sign any amendments to this Report, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on August 18, 2023.
Signature | | Title |
| | |
/s/ PHILIP R. GALLAGHER Philip R. Gallagher | | Chief Executive Officer and Director (Principal Executive Officer) |
| | |
/s/ RODNEY C. ADKINS Rodney C. Adkins | | Chair of the Board and Director |
| | |
/s/ CARLO BOZOTTI Carlo Bozotti | | Director |
| | |
/s/ BRENDA L. FREEMAN Brenda L. Freeman | | Director |
| | |
/s/ JO ANN JENKINS Jo Ann Jenkins | | Director |
| | |
/s/ OLEG KHAYKIN Oleg Khaykin | | Director |
| | |
/s/ JAMES A. LAWRENCE James A. Lawrence | | Director |
| | |
/s/ ERNEST MADDOCK Ernest Maddock | | Director |
| | |
/s/ AVID MODJTABAI Avid Modjtabai | | Director |
| | |
/s/ ADALIO T. SANCHEZ Adalio T. Sanchez | | Director |
| | |
/s/ KENNETH A. JACOBSON Kenneth A. Jacobson | | Chief Financial Officer (Principal Financial Officer) |
| | |
76
Exhibit 21.1
Avnet, Inc.
Foreign and Domestic Subsidiaries
Company Name | Country |
Avnet (Asia Pacific Holdings) Limited | Hong Kong |
Avnet (Holdings) Ltd | United Kingdom |
Avnet (NZ) | New Zealand |
Avnet (Shanghai) Limited | China |
Avnet Asia Pte Ltd | Singapore |
Avnet ASIC Israel Ltd | Israel |
Avnet B.V. | Netherlands |
Avnet Bidco Limited | United Kingdom |
Avnet Business Services GmbH | Germany |
Avnet Components Israel Limited | Israel |
Avnet de Mexico, S.A. de C.V. | Mexico |
Avnet Delaware Holdings, Inc. | United States |
Avnet Delaware LLC | United States |
Avnet do Brasil Ltda. | Brazil |
AVNET DOO | Serbia |
Avnet Electronics Marketing (Australia) Pty Ltd | Australia |
Avnet Electronics Technology (China) Limited | China |
Avnet Electronics Technology (Shenzhen) Limited | China |
Avnet Electronics Turkey İthalat İhracat Sanayi ve Ticaret Limited Şirketi | Turkey |
Avnet EM Holdings (Japan) Kabushiki Kaisha | Japan |
Avnet EM Sp. z.o.o. | Poland |
Avnet Embedded (Freiburg) GmbH | Germany |
Avnet Embedded (Malta) Limited | Malta |
Avnet Embedded GmbH | Germany |
Avnet EMG Elektronische Bauelemente GmbH | Austria |
Avnet EMG France | France |
Avnet EMG GmbH | Germany |
Avnet EMG GmbH | Switzerland |
Avnet EMG Italy S.r.l. | Italy |
Avnet EMG Ltd | United Kingdom |
Avnet Europe BV | Belgium |
Avnet Finance International S.à r.l. | Luxembourg |
Avnet Financial Services Asia Limited | Hong Kong |
Avnet France S.A.S. | France |
Avnet Group Holdings Limited | United Kingdom |
Avnet Holding Europe BV | Belgium |
Avnet Holding South Africa (Pty) Limited | South Africa |
Avnet Holdings UK Limited | United Kingdom |
Avnet Holdings, LLC | United States |
Avnet Iberia S.L.U. | Spain |
Avnet India Private Limited | India |
Avnet International (Canada) Ltd. | Canada |
Avnet International Holdings 1 BV | Belgium |
Avnet International Holdings 2 BV | Belgium |
Avnet International Holdings UK Limited | United Kingdom |
Avnet International, LLC | United States |
Avnet Kabushiki Kaisha | Japan |
Avnet Korea, Inc. | Korea, Republic of |
Avnet Limited | Ireland |
Avnet Logistics Bernburg GmbH & Co. KG | Germany |
Avnet Logistics BV | Belgium |
Avnet Logistics GmbH | Germany |
Avnet Malaysia Sdn Bhd | Malaysia |
Avnet Mexicana S. de R.L. de C.V. | Mexico |
Avnet Nortec AB | Sweden |
Avnet Nortec ApS | Denmark |
Avnet Nortec AS | Norway |
Avnet Nortec Oy | Finland |
Avnet Philippines Pty Ltd., Inc. | Philippines |
Avnet Receivables Corporation | United States |
Avnet SellCo B.V. | Netherlands |
Avnet Services S. de R.L. de C.V. | Mexico |
Avnet South Africa (Pty) Limited | South Africa |
Avnet Sunrise Limited | Hong Kong |
Avnet Technology (Thailand) Ltd. | Thailand |
Avnet Technology Electronics Marketing (Taiwan) Co., Ltd. | Taiwan (Province of China) |
Avnet Technology Hong Kong Limited | Hong Kong |
Avnet Technology Solutions (China) Ltd | China |
Avnet Technology Solutions (Tianjin) Ltd | China |
AVNET VELOCITY LIMITED | Ireland |
AVT Holdings LLC | United States |
Beijing Vanda Yunda IT Services Co., Ltd | China |
Bell Microproducts Brazil Holdings, LLC | United States |
Bell Microproducts Mexico Shareholder, LLC | United States |
CELDIS LIMITED | United Kingdom |
CM Satellite Systems, Inc. | United States |
COMBINED PRECISION COMPONENTS LIMITED | United Kingdom |
Dragon Innovation (HK) Limited | Hong Kong |
EBV Beteiligungs-Verwaltungs GmbH | Germany |
EBV Elektronik ApS | Denmark |
EBV Elektronik EOOD | Bulgaria |
EBV Elektronik GmbH & Co. KG | Germany |
EBV Elektronik International GmbH | Germany |
EBV Elektronik Israel (2008) Ltd | Israel |
EBV Elektronik Kft | Hungary |
EBV Elektronik Limited | Hong Kong |
EBV Elektronik OÜ | Estonia |
EBV Elektronik S.r.l. | Italy |
EBV Elektronik S.R.L. | Romania |
EBV Elektronik s.r.o. | Slovakia |
EBV Elektronik SAS | France |
EBV Elektronik sp. z o.o. | Poland |
EBV Elektronik Spain S.L. | Spain |
EBV Elektronik spol. s r.o. | Czech Republic |
EBV Elektronik Ticaret Limited Sirketi | Turkey |
EBV Elektronik TOV | Ukraine |
EBV Elektronik, Druzba Za Posredovanje D.O.O. | Slovenia |
EBV Elektronik, Unipessoal Lda, | Portugal |
EBV Erste Holding GmbH & Co. KG | Germany |
EBV Management GmbH | Germany |
EBV Zweite Holding GmbH & Co. KG | Germany |
EBV-Elektronik GmbH | Austria |
Electrolink (PTY) Ltd | South Africa |
Electron House (Overseas) Limited | United Kingdom |
element 14 Limited | United Kingdom |
element 14 sp. zoo | Poland |
element14 Asia Pte. Ltd. | Singapore |
Element14 de Mexico, S. de R.L de C.V | Mexico |
element14 Electronics Limited | Ireland |
Element14 Finance UK Limited | United Kingdom |
element14 Holding BV | Netherlands |
element14 India Pvt Limited | India |
element14 Limited | New Zealand |
element14 Ltd. | Korea, Republic of |
element14 Pte. Ltd. | Singapore |
element14 Pty Ltd | Australia |
element14 Sdn. Bhd. | Malaysia |
Element14 US Holdings Inc. | United States |
Element14 US Holdings LLC | United States |
Element14. S. de R.L. de C.V | Mexico |
eluomeng Electronics (China) Co. Ltd | China |
Eluomeng Limited | Hong Kong |
Eluomeng Limited Company | Taiwan (Province of China) |
Erste TENVA Property BV | Belgium |
FARNELL (BELGIUM) SA | Belgium |
FARNELL (FRANCE) SAS | France |
FARNELL (NETHERLANDS) B.V. | Netherlands |
FARNELL AG | Switzerland |
FARNELL COMPONENTS (IRELAND) LIMITED | Ireland |
FARNELL COMPONENTS (ISRAEL) LTD | Israel |
FARNELL COMPONENTS AB | Sweden |
FARNELL COMPONENTS SL | Spain |
FARNELL DANMARK A/S | Denmark |
FARNELL ELECTRONIC COMPONENTS LIMITED | United Kingdom |
FARNELL GMBH | Germany |
FARNELL HOLDING LIMITED | United Kingdom |
FARNELL ITALIA SRL | Italy |
FARNELL OVERSEAS | United Kingdom |
Import Holdings LLC | United States |
INONE HOLDINGS LIMITED | United Kingdom |
Kent One Corporation | United States |
Memec Group Holdings Limited | United Kingdom |
Memec Group Limited | United Kingdom |
Memec Pty Limited | Australia |
Mexico Holdings LLC | United States |
Newark Corporation | United States |
Newark Electronics Corporation | United States |
OY FARNELL (FINLAND) AB | Finland |
Phoenics Electronics Corporation | United States |
PREMIER FARNELL (SCOTLAND) LIMITED | United Kingdom |
Premier Farnell Canada Limited | Canada |
Premier Farnell Corp. | United States |
PREMIER FARNELL LIMITED | United Kingdom |
PREMIER FARNELL PENSION FUNDING SCOTTISH LIMITED PARTNERSHIP | United Kingdom |
PREMIER FARNELL PENSION TRUSTEES LIMITED | United Kingdom |
Premier Farnell Properties Inc. | United States |
PREMIER FARNELL UK LIMITED | United Kingdom |
Priya Softweb Solutions Pvt. Ltd. | India |
SEC International Holding Company II, L.L.C. | United States |
Shanghai FR International Trading Co., Ltd. | China |
Shenzhen Embest Technology Co., Ltd. | China |
Société Civile Immobilière du 22 rue de Dames | France |
Softweb Solutions Inc. | United States |
Telmil Electronics, Inc. | United States |
Tenva Belgium Comm. VA | Belgium |
Tenva Financial Management BV | Belgium |
TENVA GmbH | Germany |
TENVA INVESTMENTS BV | Belgium |
Tenva Management GmbH | Germany |
UAB "EBV Elektronik" | Lithuania |
Vanda Computer System Integration (Shanghai) Company Limited | China |
Venezuelan Partner B.V. | Netherlands |
Witekio Corporation | United States |
Witekio France SAS | France |
Witekio GmbH | Germany |
Witekio Holding | France |
Witekio UK Limited | United Kingdom |
YEL Electronics (China) Limited | Hong Kong |
YEL Electronics Hong Kong Limited | Hong Kong |
ZWEITE TENVA Property GmbH Im Technologiepark | Germany |
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Avnet, Inc.:
We consent to the incorporation by reference in the registration statements (Nos. 333-208009, 333-227100 and 333-262379) on Form S-3 and (Nos. 333-45267, 333-112062, 333-140903, 333-171291, 333-177787, 333-192289, 333-214887, 333-220133, 333-228875 and 333-262380) on Form S-8 of our report dated August 18, 2023, with respect to the consolidated financial statements of Avnet, Inc. and subsidiaries and the effectiveness of internal control over financial reporting.
/s/ KPMG LLP
Phoenix, Arizona
August 18, 2023
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Philip R. Gallagher, certify that:
| 1. | I have reviewed this annual report on Form 10-K 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: August 18, 2023 | | |
| | /s/ PHILIP R. GALLAGHER |
| | Philip R. Gallagher |
| | Chief Executive Officer |
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Kenneth A. Jacobson, certify that:
| 1. | I have reviewed this annual report on Form 10-K 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: August 18, 2023 | | |
| | /s/ KENNETH A. JACOBSON |
| | Kenneth A. Jacobson |
| | Chief Financial Officer |
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 Annual Report on Form 10-K for the year ended July 1, 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. |
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 Annual Report on Form 10-K for the year ended July 1, 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. |
Exhibit 10.17(b)(8)
AMENDMENT NO. 7 TO
FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This Amendment No. 7 to the Fourth Amended and Restated Receivables Purchase Agreement (this “Amendment”) is dated as of May 12, 2023, among Avnet Receivables Corporation, a Delaware corporation (“Seller”), Avnet, Inc., a New York corporation (“Avnet”), as initial Servicer (the Servicer together with Seller, the “Seller Parties” and each a “Seller Party”), each of the entities party hereto identified as a “Financial Institution” (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), each of the entities party hereto identified as a “Company” (together with any of their respective successors and assigns hereunder, the “Companies”) and Wells Fargo Bank, N.A., as agent for the Purchasers or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”), amending the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 16, 2018 (as amended by Amendment No. 1 thereto, dated February 28, 2020, Amendment No. 2 thereto, dated as of July 31, 2020, Amendment No. 3 thereto, dated as of July 30, 2021, Amendment No. 4 thereto, dated as of August 16, 2021, Amendment No. 5 thereto, dated as of January 10, 2022, and Amendment No. 6 thereto, dated as of December 16, 2022, the “Existing Agreement,” and as further amended, modified or supplemented from time to time, including through the date hereof, the “Receivables Purchase Agreement”).
RECITALS
The parties hereto are the current parties to the Existing Agreement and they now desire to amend the Existing Agreement, subject to the terms and conditions hereof, as more particularly described herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
“Agreement” means this Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 16, 2018, as amended by Amendment No. 1 hereto, dated as of February 28, 2020, Amendment No. 2 hereto, dated as of July 31, 2020, Amendment No. 3 hereto, dated as of July 30, 2021, Amendment No. 4 hereto, dated as of August 16, 2021, Amendment No. 5 hereto, dated as of January 10, 2022, Amendment No. 6 hereto,
Amendment No. 7 to
Avnet Receivables Purchase Agreement
dated as of December 16, 2022, Amendment No. 7 hereto, dated as of May 12, 2023, and as the same may be further amended, restated, supplemented or otherwise modified and in effect from time to time.
“Purchase Limit” means $700,000,000, as such amount may be modified in accordance with the terms of Section 4.6(b).
2
Amendment No. 7 to
Avnet Receivables Purchase Agreement
3
Amendment No. 7 to
Avnet Receivables Purchase Agreement
4
Amendment No. 7 to
Avnet Receivables Purchase Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first written above.
| AVNET RECEIVABLES CORPORATION, | |
| As Buyer and as Seller | |
| | |
| | |
| By: | /s/ Ken Jacobson |
| Name | Ken Jacobson |
| Title | President and Treasurer |
| | |
| | |
| | |
| AVNET, INC., as Originator and as Servicer | |
| | |
| | |
| By: | /s/ Joseph Burke |
| Name | Joseph Burke |
| Title | Vice President and Treasurer |
| | |
S-1
Amendment No. 7 to
Avnet Receivables Purchase Agreement
| WELLS FARGO BANK, N.A., | |
| as a Company and as a Financial Institution | |
| | |
| By: | /s/ Chance Hausler |
| Name: | Chance Hausler |
| Title: | Director |
| | |
| | |
| | |
| WELLS FARGO BANK, N.A., | |
| as Agent | |
| | |
| By: | /s/ Chance Hausler |
| Name: | Chance Hausler |
| Title: | Director |
| | |
S-2
Amendment No. 7 to
Avnet Receivables Purchase Agreement
TRUST BANK, | |||
as a Company and as a Financial Institution | |||
| | ||
| | ||
By: | /s/ Paul Cornely | ||
Name: | Paul Cornely | ||
Title: | Vice President | ||
S-3
Amendment No. 7 to
Avnet Receivables Purchase Agreement
LIBERTY STREET FUNDING LLC., | |||
as a Company | |||
| | ||
| | ||
By: | /s/ Kevin J. Corrigan | ||
Name: | Kevin J. Corrigan | ||
Title: | Vice President | ||
| | ||
| | ||
| | ||
THE BANK OF NOVA SCOTIA, | |||
as a Financial Institution | |||
| | ||
| | ||
By: | /s/ Doug Noe | ||
Name: | Doug Noe | ||
Title: | Managing Director | ||
S-4
Amendment No. 7 to
Avnet Receivables Purchase Agreement
BANK OF AMERICA, N.A. | |||
as a Company and as a Financial Institution | |||
| | ||
| | ||
By: | /s/ Ross Glynn | ||
Name: | Ross Glynn | ||
Title: | Vice President | ||
S-5
Amendment No. 7 to
Avnet Receivables Purchase Agreement
Schedule A
COMMITMENTS, COMPANY PURCHASE LIMITS
AND RELATED FINANCIAL INSTITUTIONS
Commitments of Financial Institutions
Financial Institution | Commitment |
Wells Fargo Bank, National Association | $225,000,000 |
Bank of America, N.A. | $225,000,000 |
Truist Bank | $125,000,000 |
The Bank of Nova Scotia | $127,500,000* |
* | Reflects 2.00% additional commitment availability for being in a Purchaser Group with a CP Company. |
Company Purchase Limits and
Related Financial Institutions of Companies
Company | Company Purchase Limit | Related Financial Institution(s) |
Wells Fargo Bank, National Association | $225,000,000 | Wells Fargo Bank, National Association |
Bank of America, N.A. | $225,000,000 | Bank of America, N.A. |
Truist Bank | $125,000,000 | Truist Bank |
Liberty Street Funding LLC | $125,000,000 | The Bank of Nova Scotia |
Amendment No. 7 to
Avnet Receivables Purchase Agreement
Schedule B
SPECIAL INCREMENTAL PURCHASE
The terms of the Special Incremental Purchase are set forth on this Schedule B.
Purchase Price: | $45,000,000 |
Date of Purchase: | May 12, 2023 |
Requested Discount Rate: | Benchmark |
The Purchase Price will be allocated among the Financial Institutions on a non-ratable basis as follows:
Financial Institution | Share of Purchase Price | Outstanding Capital (after giving effect to Special Incremental Purchase and Reallocation Payments/Receipts) |
Wells Fargo Bank, National Association | $0 | $223,392,857.14 |
Bank of America, N.A. | $0 | $223,392,857.14 |
Truist Bank | $0 | $124,107,142.86 |
The Bank of Nova Scotia | $45,000,000 | $124,107,142.86 |
In connection with the Incremental Purchase to be made on the above listed “Date of Purchase” (the “Purchase Date”), Seller hereby certifies that the following statements are true on the date hereof, and will be true on the Purchase Date (before and after giving effect to such Special Incremental Purchase):
(i)the representations and warranties of Seller set forth in Section 5.1 of the Receivables Purchase Agreement are true and correct on and as of the Purchase Date as though made on and as of such date;
(ii)no event has occurred and is continuing, or would result from the proposed Incremental Purchase, that will constitute an Amortization Event or a Potential Amortization Event;
(iii)the Facility Termination Date has not occurred, the Aggregate Capital does not exceed the Purchase Limit and the aggregate Purchaser Interests do not exceed 100%; and
(iv)the amount of Aggregate Capital is $695,000,000 after giving effect to the Incremental Purchase to be made on the Purchase Date