8-K 1 h87151e8-k.txt KENT ELECTRONICS CORPORATION - 5/11/01 1 -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) MAY 11, 2001 KENT ELECTRONICS CORPORATION Exact Name of Registrant as Specified in its Charter TEXAS 74-1763541 State of Incorporation or 0-14643 I.R.S. Employer Organization Commission File Number Identification No. 1111 GILLINGHAM LANE SUGAR LAND, TEXAS 77478 Address of Principal Executive Offices (Zip Code)

(281) 243-4000 Registrant's telephone number, including area code -------------------------------------------------------------------------------- 2 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS. On May 11, 2001, Kent Electronics Corporation ("Kent") reported the following financial results for the fourth quarter and fiscal year ended March 31, 2001. FOURTH QUARTER RESULTS Net sales for the fourth quarter grew to $248.6 million, a 4% sequential increase over the prior quarter, and 13% above the $220.8 million reported in the comparable quarter in fiscal 2000. Gross profit for the quarter was $47.6 million, a 5% sequential decrease from the prior quarter and a slight increase over the $46.9 million reported in the fourth quarter last year. Gross margin declined to 19.1% from 20.9% in the prior quarter and 21.3% in the comparable year-ago period. Operating expenses were $34.7 million compared to $36.0 million in the third quarter this year and $35.4 million in the fourth quarter last year. As a percentage of sales, operating expenses improved to 13.9% compared to 15.0% in the prior quarter and 16.0% in the same quarter of fiscal 2000. Operating profit grew to $12.9 million, an 8% decrease from the $14.0 million reported in the third quarter this year, and 12% above the $11.5 million reported in the fourth quarter last year. Earnings from continuing operations for the fourth quarter decreased 7% to $9.1 million compared to the $9.7 million reported in the third quarter. Earnings per diluted share, from continuing operations, were $0.31, decreasing 6% from the $0.33 reported in the third quarter of this year. Earnings from continuing operations in the fourth quarter of fiscal 2000 were $6.0 million, or $0.20 per diluted share. FULL YEAR RESULTS Net sales for the fiscal year ended March 31, 2001 grew 27% to $942.4 million from $742.8 million in fiscal 2000. Gross profit was $191.8 million compared to $156.3 million last year. Gross margin declined to 20.3% compared to 21.0% in fiscal 2000. Operating expenses increased to $141.1 million compared to $122.3 million last year. As a percentage of sales, however, operating expenses declined to 15.0% compared to 16.5% in fiscal 2000. Operating profit for the year reached $50.7 million compared to $34.0 million in fiscal 2000. Earnings from continuing operations were $31.5 million, or $1.07 per diluted share. Earnings from continuing operations for fiscal 2000 were $17.4 million, or $0.60 per diluted share. Kent Electronics is among the largest publicly traded specialty electronics distributors and network integrators. On March 21, 2001, Kent entered into a stock-for-stock merger agreement with Avnet, Inc. pursuant to which Kent would be merged into Avnet. The merger has been approved by the boards of directors of both companies and is subject to the approval of the shareholders of both companies. The transaction is expected to be accounted for as a pooling-of-interests and to be completed within the next 30 days. 3 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS* (IN THOUSANDS, EXCEPT PER SHARE DATA)

74Fourth Quarter Fiscal Year -~~1763541~~------------------------------- ~~TEXAS~~-------------------------------- 0March 31, 2001 April 1, 2000 March 31, 2001 April 1, 2000 (Unaudited) (Unaudited) -~~14643~~------------- I------------- -------------- ------------- Net sales $ 248,596 $ 220,836 $ 942,364 $ 742,837 Cost of sales 201,028 173,895 750,613 586,538 --------- --------- --------- --------- Gross profit 47,568 46,941 191,751 156,299 Selling, general and administrative expenses 34,673 35,400 141,100 122,293 --------- --------- --------- --------- Operating profit 12,895 11,541 50,651 34,006 Other income (expense) Interest expense (2,633) (2,743) (10,693) (10,470) Other - net 4,488 1,193 12,120 5,579 --------- --------- --------- --------- Earnings from continuing operations before income taxes 14,750 9,991 52,078 29,115 Income taxes 5,694 4,012 20,624 11,692 --------- --------- --------- --------- Earnings from continuing operations 9,056 5,979 31,454 17,423 Discontinued operations Earnings from discontinued operations, net of income taxes** -- 1,451 5,317 828 Gain on disposal of discontinued opera- tions, net of income taxes of $12,000 -- -- 18,000 -- --------- --------- --------- --------- Net earnings $ 9,056 $ 7,430 $ 54,771 $ 18,251 ========= ========= ========= ========= Basic earnings per common share: Earnings from continuing operations $ 0.R31 $ 0.S21 $ 1.10 ~~Employer~~$ ~~State~~0.62 of========= ~~Incorporation~~========= or========= ~~Commission~~========= ~~File~~Net ~~Number~~earnings ~~Identification~~$ No0.31 ~~Organization~~$ ~~1111~~0.26 ~~GILLINGHAM~~$ ~~LANE~~1.92 ~~SUGAR~~$ ~~LAND~~0.65 ========= ========= ========= ========= Diluted earnings per common share: Earnings from continuing operations $ 0.31 $ 0.20 $ 1.07 $ 0.60 ========= ========= ========= ========= Net earnings $ 0.31 $ 0.25 $ 1.86 $ 0.63 ========= ========= ========= ========= Weighted average shares: Basic 28,632 ~~TEXAS~~28,225 ~~77478~~28,527 ~~Address~~28,062 of========= ~~Principal~~========= ~~Executive~~========= ~~Offices~~========= ~~(Zip~~Diluted ~~Code)~~29,171 29,513 29,389 28,888 ========= ========= ========= =========

* On October 10, 2000, the Company sold K*TEC Electronics Corporation, its contract manufacturing operation. The operations of K*TEC are reflected as discontinued operations. Amounts prior to the second quarter of fiscal 2001 include the operating results of the Company's wire and cable redistribution assets, which were sold on May 23, 2000. The sale of the redistribution assets, in accordance with U.S. generally accepted accounting principles, was not accounted for as a discontinued operation. ** Earnings from discontinued operations is presented net of income taxes of $3,544 for the fiscal year ending March 31, 2001, and $787 and $100 for the quarter and fiscal year ending April 1, 2000, respectively. 4 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS* (IN THOUSANDS)

5 KENT ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS* - CONTINUED (IN THOUSANDS, EXCEPT SHARE DATA)

* On October 10, 2000, the Company sold K*TEC Electronics Corporation, its contract manufacturing operation. The net assets of K*TEC are reflected as discontinued operations as of April 1, 2000. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. Not applicable. 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 11, 2001 KENT ELECTRONICS CORPORATION By: /s/ Stephen J. Chapko ------------------------------------------ Stephen J. Chapko Executive Vice President, Chief Financial Officer, Secretary and Treasurer

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