Avnet, Inc. Reports Fourth Quarter Fiscal Year 2013 Results

NOTES TO CONSOLIDATED STATEMENTS OF OPERATIONS
FOURTH QUARTER AND FISCAL YEAR 2013

(1) The results for the fourth quarter of fiscal 2013 included restructuring, integration and other charges, which totaled $59,845,000 pre-tax, $43,609,000 after tax and $.31 per share on a diluted basis. Restructuring charges included therein were $49,854,000 pre-tax consisting of $25,515,000 for severance, $19,509,000 for facility exit costs and fixed asset write downs, and $4,830,000 for other restructuring charges. Integration costs and acquisition-related charges were $8,236,000 pre-tax and $1,824,000 pre-tax, respectively. The Company recorded a credit of $69,000 pre-tax primarily to adjust reserves related to prior year restructuring activity that were no longer required.

Results for the full fiscal year 2013 included restructuring, integration and other charges, which totaled $149,501,000 pre-tax, $116,382,000 after tax and $.83 per share on a diluted basis. Restructuring charges included therein were $120,048,000 pre-tax consisting of $73,337,000 for severance, $34,373,000 for facility exit costs and fixed asset write downs, and $12,338,000 for other restructuring charges. Integration costs and acquisition-related charges were $35,742,000 pre-tax and a credit of $3,224,000 pre-tax, respectively. Additionally, the Company recorded a credit of $3,065,000 pre-tax primarily to adjust reserves related to prior year restructuring activity which were no longer required. The Company recorded a (i) loss of $8,789,000 in integration-related costs due to the exit of two multi-employer pension plans associated with acquired entities in Japan, (ii) a credit of $11,172,000 in acquisition charges related to the reversal of an earn-out liability, and (iii) $6,634,000 in other restructuring charges related to the write-down of the net assets and goodwill associated with the exit of a non-integrated business in the EM Americas region.

The results for the fourth quarter of fiscal 2012 included restructuring, integration and other charges, which totaled $20,471,000 pre-tax, $15,708,000 after tax and $0.11 per share on a diluted basis. Restructuring charges included therein were $10,097,000 pre-tax consisting of $6,683,000 for severance, $1,470,000 for facility exit costs and fixed asset write downs, and $1,944,000 for other restructuring charges. Integration costs and acquisition transaction costs were $1,955,000 pre-tax and $3,299,000 pre-tax, respectively. The Company recorded a credit of $1,545,000 pre-tax primarily to adjust reserves related to prior year restructuring activity which were no longer required. In addition, the Company recorded $6,665,000 for (i) a legal claim associated with an acquired business for a potential royalty claim related to periods prior to acquisition by Avnet and (ii) a legal claim associated with an indemnification of a prior divested business.

Results for the full fiscal year 2012 included restructuring, integration and other charges which totaled $73,585,000 pre-tax, $52,963,000 after tax and $0.35 per share on a diluted basis. Restructuring charges included therein were $50,253,000 pre-tax consisting of $33,206,000 for severance, $11,995,000 for facility exit costs and fixed asset write downs, and $5,052,000 for other restructuring charges. Integration costs and acquisition transaction costs were $9,392,000 pre-tax and $10,561,000 pre-tax, respectively. The Company recorded a credit of $3,286,000 pre-tax primarily to adjust reserves related to prior year restructuring activity which were no longer required. In addition, the Company recorded $6,665,000 for legal claims as discussed above.

(2) During the fourth quarter and full fiscal year 2013, the Company recognized a loss of $339,000 and a gain of $31,011,000, respectively, recorded in “gain on bargain purchase and other.” During the first quarter of fiscal 2013, the Company acquired Internix, Inc., a company publicly traded on the Tokyo Stock Exchange, through a tender offer. After assessing the assets acquired and liabilities assumed, the consideration paid was below book value even though the price paid per share represented a premium to the trading levels at that time. Accordingly, the Company recognized a gain on bargain purchase of $31,291,000 pre- and after tax and $0.22 per share on a diluted basis in the first quarter of fiscal 2013. During the second quarter of fiscal 2013, the Company determined an adjustment to the net assets acquired was required and, as a result, recorded an increase to the gain on bargain purchase of $1,727,000 pre- and after tax and $0.01 per share on a diluted basis. During the fourth quarter of fiscal 2013, the Company recorded an adjustment that reduced the gain on bargain purchase by $339,000 pre- and after tax. In addition, during the second quarter of fiscal 2013, the Company divested a small business in TS Asia for which it recognized a loss of $1,667,000 pre-tax, $1,704,000 after tax and $0.01 per share on a diluted basis which was recorded in "gain on bargain purchase and other."

During the fourth quarter and full fiscal year 2012, the Company recognized a loss of $143,000 and a gain of $2,918,000, respectively, recorded in “gain on bargain purchase and other.” During the third quarter of fiscal 2012, the Company acquired Unidux Electronics Limited (UEL), a Singapore publicly traded electronics component distributor, through a tender offer. The consideration paid was below the fair value of the acquired net assets and, as a result, the Company recognized a gain on bargain purchase of $4,460,000 pre- and after tax and $0.03 per share on a diluted basis. During the fourth quarter of fiscal 2012, the Company recorded an adjustment of $143,000 to the gain on bargain purchase. In addition, the Company recognized other charges of $1,399,000 pre-tax, $854,000 after tax and $0.01 per share on a diluted basis, which related to a write-down of an investment in a small technology company and the write-off of certain deferred financing costs associated with the early termination of a credit facility during fiscal 2012.

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