8-K

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): January 24, 2024

____________________________________________________________________________________________________________________________________

PLEXUS CORP.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________________________________________________________

Wisconsin	001-14423	39-1344447
(State or other jurisdiction  of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Plexus Way

Neenah, Wisconsin 54957

(Address of principal executive offices) (Zip Code)

Telephone Number (920) 969-6000

(Registrant’s telephone number, including Area Code) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	PLXS	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    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.    ☐

Item 2.02    Results of Operations and Financial Condition.

On January 24, 2024, Plexus Corp. (“we” or the “Company”) announced results for the fiscal first quarter ended December 30, 2023. A copy of the Company’s related press release is furnished as Exhibit 99.1 to this report.

Item 9.01    Financial Statements and Exhibits

(d) The following exhibits are filed herewith:

Exhibit Number	Description
99.1	Press release issued by Plexus Corp., dated January 24, 2024
104	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

* * * * *

SIGNATURES

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.

Date: January 24, 2024	PLEXUS CORP.
	(Registrant)
	By: /s/ Patrick J. Jermain
	Patrick J. Jermain
	Executive Vice President and Chief Financial Officer

EX-99.1

Plexus Announces Fiscal First Quarter Financial Results

NEENAH, WI – January 24, 2024 - Plexus Corp. (NASDAQ: PLXS) today announced financial results for our fiscal first quarter ended December 30, 2023, and guidance for our fiscal second quarter ending March 30, 2024.

•Reports fiscal first quarter 2024 revenue of $983 million, GAAP operating margin of 4.6% and GAAP diluted EPS of $1.04, including $0.19 of stock-based compensation expense

•Initiates fiscal second quarter 2024 revenue guidance of $930 million to $970 million with GAAP diluted EPS of $0.48 to $0.63, including $0.25stock-based compensation expense and approximately $0.32 of restructuring charges

		Three Months Ended
		Dec 30, 2023		Q1F24 Preliminary		Mar 30, 2024
		Q1F24 Results		Results (1)		Q2F24 Guidance
Summary GAAP Items
Revenue (in millions)		$983		$980 to $985		$930 to $970
Operating margin		4.6	%	4.6	%	3.0% to 3.4%
Diluted EPS (2)		$1.04		$1.02 to $1.06		$0.48 to $0.63
Summary Non-GAAP Items (3)
Adjusted operating margin (4)						4.0% to 4.4%
Adjusted EPS (5)						$0.80 to $0.95
Return on invested capital (ROIC)		10.3	%
Economic return		2.1	%
(1)	Preliminary results issued on January 16, 2024; guidance provided October 25, 2023 was revenue of $990 million to $1.03 billion, GAAP operating margin of 4.8% to 5.3% and GAAP EPS of $1.15 to $1.33, including $0.19 of stock-based compensation expense.
(2)	Includes stock-based compensation expense of $0.19 for Q1F24 results, $0.19 for Q1F24 guidance and $0.25 for Q2F24 guidance. Includes restructuring charges of approximately $0.32 for Q2F24 guidance.
(3)	Refer to Non-GAAP Supplemental Information in Tables 1 and 2 for additional information regarding non-GAAP financial measures.
(4)	Excludes restructuring charges of approximately 100 basis points.
(5)	Excludes restructuring charges of approximately $0.32, but includes stock-based compensation expense of $0.25.

Fiscal First Quarter 2024 Information

•Won 30 manufacturing programs during the quarter representing $261 million in annualized revenue when fully ramped into production

•Trailing four-quarter manufacturing wins of $1.05 billion in annualized revenue when fully ramped into production

•The Board of Directors approved a new $50.0 million share repurchase program that will commence upon completion of the current share repurchase authorization, which has $5.7 million remaining.

Todd Kelsey, Chief Executive Officer, commented, "Consistent with revised expectations communicated on January 16, 2024, Plexus delivered fiscal first quarter revenue of $983 million, GAAP operating margin of 4.6% and GAAP EPS of $1.04.”

Mr. Kelsey continued, “Our go-to-market organization is leveraging the current environment to create significant opportunity for future growth, delivering sequential increases in new manufacturing program wins and in our funnel of qualified manufacturing opportunities. For the fiscal first quarter, our team won 30 new manufacturing programs worth $261 million in annualized revenue. Concurrently, we significantly expanded our funnel of qualified manufacturing opportunities by more than $300 million from the prior quarter to $4.0 billion. This funnel continues to include a greater than typical number of large program opportunities.”

Mr. Kelsey further commented, “We are guiding fiscal second quarter revenue of $930 million to $970 million, non-GAAP operating margin of 4.0% to 4.4% and non-GAAP EPS of $0.80 to $0.95. The continued demand softening in the Healthcare/Lifesciences market and certain subsectors of our Industrial sector has created inefficiencies within our engineering and manufacturing teams. In order to generate greater long-term organizational efficiency and structurally reduce our fixed costs and operating expenses, we are implementing a series of actions that we believe will result in fiscal second quarter restructuring charges of approximately $10 million, or $0.32 per share. We expect to complete these actions by our fiscal third quarter, and believe they will result in approximately $20 million of annualized cost savings.”

Patrick Jermain, Chief Financial Officer, commented, “We are guiding slightly higher cash cycle days for our fiscal second quarter related to additional working capital investments in support of new program ramps. With significant management focus and attention on working capital optimization, we expect improvement to our cash cycle as we progress through the second half of fiscal 2024. We anticipate this improvement will help deliver positive free cash flow to support future anticipated growth and our recently announced $50 million share repurchase program."

Mr. Kelsey concluded, “We currently anticipate the fiscal second quarter to represent a revenue trough, with sequential expansion in revenue and operating margin during the second half of fiscal 2024. We expect to deliver improved profitability resulting from the restructuring actions, increased manufacturing revenue and improved utilization of our engineering team, and remain committed to delivering 5.5% GAAP operating margin in fiscal 2025. In addition, by leveraging our differentiated service offering, we expect Plexus will continue to drive share gain from large and increasing addressable markets. As a result, we remain confident in our ability to sustain industry-leading revenue growth and returns over the long term.”

2

Quarterly Comparison	Three Months Ended
(in thousands, except EPS)	Dec 30, 2023			Sep 30, 2023			Dec 31, 2022
Revenue	$	982,607		$	1,023,947		$	1,093,925
Gross profit	88,140			96,716			101,199
Operating income	45,158			53,333			57,341
Net income	29,215			40,261			42,190
Diluted EPS	$	1.04		$	1.44		$	1.49
Gross margin	9.0		%	9.4		%	9.3		%
Operating margin	4.6		%	5.2		%	5.2		%
ROIC (1)	10.3		%	13.4		%	13.8		%
Economic return (1)	2.1		%	4.4		%	4.8		%
(1) Refer to Non-GAAP Supplemental Information in Tables 1 and 2 for non-GAAP financial measures discussed and/or disclosed in this release, such as adjusted operating margin, adjusted net income, adjusted diluted EPS, ROIC and economic return.

Business Segment and Market Sector Revenue

Plexus measures operational performance and allocates resources on a geographic segment basis. Plexus also reports revenue based on the market sector breakout set forth in the table below, which reflects Plexus’ market sector focused strategy. Top 10 customers comprised 48% of revenue during both the first quarter of fiscal 2024 and the fourth quarter of fiscal 2023. This is down 5 percentage points from the first quarter of fiscal 2023.

Business Segments ($ in millions)	Three Months Ended
	Dec 30, 2023		Sep 30, 2023		Dec 31, 2022
Americas	$	334	$	389	$	390
Asia-Pacific	552		557		642
Europe, Middle East and Africa	122		108		89
Elimination of inter-segment sales	(25)		(30)		(27)
Total Revenue	$	983	$	1,024	$	1,094

Market Sectors ($ in millions)	Three Months Ended
	Dec 30, 2023				Sep 30, 2023				Dec 31, 2022
Healthcare/Life Sciences	$	381	39	%	$	449	44	%	$	488	45	%
Industrial	435		44	%	417		41	%	472		43	%
Aerospace/Defense	167		17	%	158		15	%	134		12	%
Total Revenue	$	983			$	1,024			$	1,094

3

Non-GAAP Supplemental Information

Plexus provides non-GAAP supplemental information, such as ROIC, economic return and free cash flow because such measures are used for internal management goals and decision-making, and because they provide management and investors with additional insight into financial performance. In addition, management uses these and other non-GAAP measures, such as adjusted operating income, adjusted operating margin, adjusted net income and adjusted diluted EPS, to provide a better understanding of core performance for purposes of period-to-period comparisons. Plexus believes that these measures are also useful to investors because they provide further insight by eliminating the effect of non-recurring items that are not reflective of continuing operations. For additional information on non-GAAP measures, please refer to the attached Non-GAAP Supplemental Information tables.

ROIC and Economic Return

ROIC for the first quarter of fiscal 2024 was 10.3%. Plexus defines ROIC as tax-effected annualized adjusted operating income divided by average invested capital over a two-quarter period for the first fiscal quarter. Invested capital is defined as equity plus debt and operating lease obligations, less cash and cash equivalents. Plexus' weighted average cost of capital for fiscal 2024 is 8.2%. ROIC for the first quarter of fiscal 2024 less Plexus’ weighted average cost of capital resulted in an economic return of 2.1%.

Free Cash Flow

Plexus defines free cash flow as cash flows provided by operations less capital expenditures. For the three months ended December 30, 2023, cash flows used in operations were $3.0 million and capital expenditures were $28.7 million, which resulted in negative free cash flow of $31.7 million.

Cash Cycle Days		Three Months Ended
		Dec 30, 2023	Sep 30, 2023	Dec 31, 2022
Days in Accounts Receivable		61	59	61
Days in Contract Assets		12	13	10
Days in Inventory		161	154	151
Days in Accounts Payable		(66)	(64)	(69)
Days in Advanced Payments (1)		(73)	(75)	(70)
Annualized Cash Cycle (2)		95	87	83
(1)	Includes a reclassification in the presentation of advanced payments from customers reflected in prior period amounts. As of December 31, 2022, the impact of this reclassification was an increase in the Company's days in advanced payments and a reduction in annualized cash cycle by 23 days.
(2)	Plexus calculates cash cycle as the sum of days in accounts receivable, days in contract assets and days in inventory, less days in accounts payable and days in advanced payments.

4

Conference Call and Webcast Information

What:	Plexus Fiscal 2024 Q1 Earnings Conference Call and Webcast
When:	Thursday, January 25, 2024 at 8:30 a.m. Eastern Time
Where:	Participants are encouraged to join the live webcast at the investor relations section of the Plexus website, plexus.com. Participants can also join utilizing the links below: Audio conferencing link: https://register.vevent.com/register/BI5b4476caa76d41bfaaaf4fb0a35326ad Webcast link: https://edge.media-server.com/mmc/p/dznpgcq9
Replay:	The webcast will be archived on the Plexus website and will be available as on-demand for 12 months

Investor and Media Contact

Shawn Harrison

+1.920.969.6325

shawn.harrison@plexus.com

About Plexus

Since 1979, Plexus has been partnering with companies to create the products that build a better world. We are a team of over 20,000 individuals who are dedicated to providing Design and Development, Supply Chain Solutions, New Product Introduction, Manufacturing and Sustaining Services. Plexus is a global leader that specializes in serving customers in industries with highly complex products and demanding regulatory environments. Plexus delivers customer service excellence to leading companies by providing innovative, comprehensive solutions throughout a product’s lifecycle. For more information about Plexus, visit our website at www.plexus.com.

Safe Harbor and Fair Disclosure Statement

The statements contained in this press release that are guidance or which are not historical facts (such as statements in the future tense and statements including believe, expect, intend, plan, anticipate, goal, target and similar terms and concepts), including all discussions of periods which are not yet completed, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include the effect of inflationary pressures on our costs of production, profitability, and on the economic outlook of our markets; the effects of shortages and delays in obtaining components as a result of economic cycles, natural disasters or otherwise; the risk of customer delays, changes, cancellations or forecast inaccuracies in both ongoing and new programs; the effects of our Xiamen, China subsidiary being placed on the Bureau of Industry and Security's Unverified List; the ability to realize anticipated savings from restructuring or similar actions, as well as the adequacy of related charges as compared to actual expenses; the lack of visibility of future orders, particularly in view of changing economic conditions; the economic performance of the industries, sectors and customers we serve; the outcome of litigation and regulatory investigations and proceedings, including the results of any challenges with regard to such outcomes; the effects of tariffs, trade disputes, trade agreements and other trade protection measures; the effects of the volume of revenue from certain sectors or programs on our margins in particular periods; our ability to secure new customers, maintain our current customer base and deliver product on a timely basis; the risks of concentration of work for certain customers; the particular risks relative to new or recent customers, programs or services, which risks include customer and other delays, start-up costs, potential inability to execute, the establishment of appropriate terms of agreements, and the lack of a track record of order volume and timing; the effects of start-up costs of new programs and facilities or the costs associated with the closure or consolidation of facilities; possible unexpected costs and operating disruption in transitioning programs, including transitions between Company facilities; the risk that new program wins and/or customer demand may not result in the expected revenue or profitability; the fact that customer orders may not lead to long-term relationships; our ability to manage successfully and execute a complex business model characterized by high product mix and demanding quality, regulatory, and other requirements; the risks associated with excess and obsolete inventory, including the risk that inventory purchased on behalf of our customers may not be consumed or otherwise paid for by the customer, resulting in an inventory write-off; risks related to information technology systems and data security; increasing regulatory and compliance requirements; any tax law changes and related foreign jurisdiction tax developments; current or potential future barriers to the repatriation of funds that are currently held outside of the United States as a result of actions taken by other countries or otherwise; the potential effects of jurisdictional results on our taxes, tax rates, and our ability to use deferred tax assets and net operating losses; the weakness of areas of the global economy; the effect of changes in the pricing and margins of products; raw materials and component cost fluctuations; the potential effect of fluctuations in the value of the currencies in which we transact business; the effects of changes in economic conditions, political conditions and tax matters in the United States and in the other countries in which we do business; the potential effect of other world or local events or other events outside our control (such as the conflict between Russia and Ukraine, conflict in the Middle East, escalating tensions between China and Taiwan or China and the United States, changes in energy prices, terrorism, global health epidemics and weather events); the impact of increased competition; an inability to successfully manage human capital; changes in financial accounting standards; and other risks detailed herein and in our other Securities and Exchange Commission filings, particularly in Risk Factors contained in our fiscal 2023 Form 10-K.

5

PLEXUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
	Three Months Ended
	Dec 30,		Dec 31,
	2023		2022
Net sales	$	982,607	$	1,093,925
Cost of sales	894,467		992,726
Gross profit	88,140		101,199
Operating expenses:
Selling and administrative expenses	42,982		43,858
Operating income	45,158		57,341
Other income (expense):
Interest expense	(7,617)		(6,894)
Interest income	808		934
Miscellaneous, net	(3,502)		(1,944)
Income before income taxes	34,847		49,437
Income tax expense	5,632		7,247
Net income	$	29,215	$	42,190
Earnings per share:
Basic	$	1.06	$	1.53
Diluted	$	1.04	$	1.49
Weighted average shares outstanding:
Basic	27,485		27,639
Diluted	28,013		28,305

6

PLEXUS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
	Dec 30,		Sep 30,
	2023		2023
ASSETS
Current assets:
Cash and cash equivalents	$	231,982	$	256,233
Restricted cash	430		421
Accounts receivable	656,207		661,542
Contract assets	131,640		142,297
Inventories	1,575,094		1,562,037
Prepaid expenses and other	54,879		49,693
Total current assets	2,650,232		2,672,223
Property, plant and equipment, net	498,979		492,036
Operating lease right-of-use assets	67,420		69,363
Deferred income taxes	62,721		62,590
Other assets	25,261		24,960
Total non-current assets	654,381		648,949
Total assets	$	3,304,613	$	3,321,172
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and finance lease obligations	$	251,119	$	240,205
Accounts payable	647,386		646,610
Advanced payments from customers	709,709		760,351
Accrued salaries and wages	74,828		94,099
Other accrued liabilities	60,520		71,402
Total current liabilities	1,743,562		1,812,667
Long-term debt and finance lease obligations, net of current portion	192,118		190,853
Accrued income taxes payable	31,382		31,382
Long-term operating lease liabilities	35,989		38,552
Deferred income taxes	4,410		4,350
Other liabilities	30,397		28,986
Total non-current liabilities	294,296		294,123
Total liabilities	2,037,858		2,106,790
Shareholders’ equity:
Common stock	543		543
Additional paid-in-capital	663,542		661,270
Common stock held in treasury	(1,134,429)		(1,134,429)
Retained earnings	1,740,543		1,711,328
Accumulated other comprehensive loss	(3,444)		(24,330)
Total shareholders’ equity	1,266,755		1,214,382
Total liabilities and shareholders’ equity	$	3,304,613	$	3,321,172

7

PLEXUS CORP. AND SUBSIDIARIES
NON-GAAP SUPPLEMENTAL INFORMATION Table 1 (1)
(in thousands, except per share data)
(unaudited)
		Three Months Ended
		Dec 30,			Sep 30,			Dec 31,
		2023			2023			2022
Operating income, as reported		$	45,158		$	53,333		$	57,341
Operating margin, as reported		4.6		%	5.2		%	5.2		%
Net income, as reported		$	29,215		$	40,261		$	42,190
Diluted earnings per share, as reported		$	1.04		$	1.44		$	1.49
(1)	There were no non-GAAP adjustments for all periods presented.

8

PLEXUS CORP. AND SUBSIDIARIES
NON-GAAP SUPPLEMENTAL INFORMATION Table 2
(in thousands)
(unaudited)
ROIC and Economic Return Calculations	Three Months Ended				Twelve Months Ended				Three Months Ended
	Dec 30,				Sep 30,				Dec 31,
	2023				2023				2022
Operating income, as reported		$	45,158			$	195,820			$	57,341
Restructuring and other charges	+	—			+	23,094			+	—
Adjusted operating income		$	45,158			$	218,914			$	57,341
	x	4							x	4
Adjusted annualized operating income		$	180,632			$	218.914			$	229,364
Adjusted effective tax rate	x	16		%	x	13		%	x	16		%
Tax impact		28,901				28,459				36,698
Adjusted operating income (tax-effected)		$	151,731			$	190,455			$	192,666
Average invested capital	÷	$	1,479,647		÷	$	1,425,626		÷	$	1,392,002
ROIC		10.3		%		13.4		%		13.8		%
Weighted average cost of capital	-	8.2		%	-	9.0		%	-	9.0		%
Economic return		2.1		%		4.4		%		4.8		%

Average Invested Capital Calculations	Dec 30,		Sep 30,		Jul 1,		Apr 1,		Dec 31,		Oct 1,
	2023		2023		2023		2023		2022		2022
Equity	$	1,266,755	$	1,214,382	$	1,184,362	$	1,182,382	$	1,150,259	$	1,095,731
Plus:
Debt and finance lease obligations - current	251,119		240,205		304,781		294,011		329,076		273,971
Operating lease obligations - current (1)	9,172		8,363		8,772		8,358		8,878		7,948
Debt and finance lease obligations - long-term	192,118		190,853		187,468		188,730		187,272		187,776
Operating lease obligations - long-term	35,989		38,552		40,515		31,257		32,149		33,628
Less:
Cash and cash equivalents	(231,982)		(256,233)		(252,965)		(269,664)		(247,880)		(274,805)
	$	1,523,171	$	1,436,122	$	1,472,933	$	1,435,074	$	1,459,754	$	1,324,249

(1) Included in other accrued liabilities on the Condensed Consolidated Balance Sheets.

9

XML

Cover	Jan. 24, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 24, 2024
Entity Registrant Name	PLEXUS CORP.
Entity Incorporation, State or Country Code	WI
Entity File Number	001-14423
Entity Tax Identification Number	39-1344447
Entity Address, Address Line One	One Plexus Way
Entity Address, City or Town	Neenah
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	54957
City Area Code	920
Local Phone Number	969-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	PLXS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000785786
Amendment Flag	false