-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MYUIrLs9qY+ihskzp51eHQBEV1V21hcJGNYOBBNwvsvXPKDLr9uD3eRjgNppB1ki YBrtmm5htBOxEfPXL8vXlQ== 0000950124-97-002751.txt : 19970512 0000950124-97-002751.hdr.sgml : 19970512 ACCESSION NUMBER: 0000950124-97-002751 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970509 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLEXUS CORP CENTRAL INDEX KEY: 0000785786 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 391344447 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14824 FILM NUMBER: 97599341 BUSINESS ADDRESS: STREET 1: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 BUSINESS PHONE: 4147223451 MAIL ADDRESS: STREET 1: PLEXUS CORP STREET 2: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 10-Q 1 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarter ended March 31, 1997 or ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0-14824 PLEXUS CORP. (Exact name of registrant as specified in charter) Wisconsin 39-1344447 (State of Incorporation) (IRS Employer Identification No.) 55 Jewelers Park Drive Neenah, Wisconsin 54957-0156 (Address of principal executive offices)(Zip Code) Telephone Number (414) 722-3451 (Registrant's telephone number, Including Area Code) 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 reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of May 8, 1997 there were 7,250,293 shares of Common Stock of the Company outstanding. 2 PLEXUS CORP. TABLE OF CONTENTS
Page ---- PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements: Condensed Consolidated Statements of Operations Three and Six Months Ended March 31, 1997 and 1996................................... 3 Condensed Consolidated Balance Sheets March 31, 1997 and September 30, 1996..................... 4 Condensed Consolidated Statements of Cash Flows Six Months Ended March 31, 1997 and 1996.................. 5 Notes to Condensed Consolidated Financial Statements...... 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations: General................................................... 7-9 Results of Operations..................................... 9-11 Liquidity and Capital Resources........................... 11-12 PART II. OTHER INFORMATION Item 2. Changes in Securities............................................ 12 Item 6. Exhibits and Reports on Form 8-K................................. 12 Signatures....................................................... 13
2 3 PART I. FINANCIAL INFORMATION ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS PLEXUS CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) Unaudited
THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, ------------------------ ----------------------- 1997 1996 1997 1996 ----------- ---------- ---------- ---------- Net sales $ 96,750 $ 75,286 $ 184,115 $ 146,594 Cost of sales 86,330 70,110 165,042 136,745 ----------- ---------- ---------- ---------- Gross profit 10,420 5,176 19,073 9,849 Selling and administrative expenses 4,272 3,234 8,151 6,129 ----------- ---------- ---------- ---------- Operating income 6,148 1,942 10,922 3,720 ----------- ---------- ---------- ---------- Other income (expense): Interest expense (298) (504) (541) (1,078) Other 86 (19) 251 96 ----------- ---------- ---------- ---------- 212 (523) 290 (982) ----------- ---------- ---------- ---------- Income before income taxes 5,936 1,419 10,632 2,738 Provision for income taxes 2,339 580 4,171 1,094 ----------- ---------- ---------- ---------- Net income $ 3,597 $ 839 $ 6,461 $ 1,644 =========== ========== ========== ========== Net income per common share and common equivalent share: Primary $ 0.48 $ .12 $ 0.88 $ .23 =========== ========== ========== ========== Fully diluted $ 0.47 $ .12 $ 0.84 $ .23 =========== ========== ========== ========== Average number of common and common equivalent shares outstanding: Primary 7,317,493 6,628,367 7,066,864 6,678,423 =========== ========== ========== ========== Fully diluted 7,705,928 7,182,822 7,647,097 7,232,878 =========== ========== ========== ==========
See notes to condensed consolidated financial statements 3 4 PLEXUS CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share amounts)
MARCH 31, SEPTEMBER 30, 1997 1996 ----------- ------------ (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 689 $ 1,847 Accounts receivable, net of allowance of $360 and $275, respectively 50,121 35,312 Inventories 58,830 54,386 Deferred income taxes 2,250 1,753 Prepaid expenses and other 691 1,451 --------- --------- Total current assets 112,581 94,749 Property, plant and equipment, net 14,298 12,423 Other 237 202 --------- --------- Total assets $ 127,116 $ 107,374 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 223 $ 63 Accounts payable 36,583 27,758 Customer deposits 6,308 8,614 Accrued liabilities: Salaries and wages 3,711 3,148 Other 4,215 3,741 --------- --------- Total current liabilities 51,040 43,324 Long-term debt 19,123 15,372 Deferred income taxes 666 661 Deferred compensation 64 - Stockholders' equity: Series A preferred stock, $.01 par value, $1,000 face value, 0 and 7,000 shares authorized, issued and outstanding, respectively - 0 Preferred stock $.01 par value, 4,993,000 shares authorized, none issued or outstanding - - Common stock, $.01 par value, 30,000,000 shares authorized, 7,246,293 and 6,501,196 issued and outstanding, respectively 72 65 Additional paid-in capital 16,329 14,253 Retained earnings 39,822 33,699 --------- --------- 56,223 48,017 --------- --------- Total liabilities and stockholders' equity $ 127,116 $ 107,374 ========= =========
See notes to condensed consolidated financial statements 4 5 PLEXUS CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) Unaudited
SIX MONTHS ENDED MARCH 31 -------------------------- 1997 1996 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 6,461 $ 1,644 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 1,918 1,556 Deferred income taxes (492) - Change in assets and liabilities: Accounts receivable (14,809) 11,423 Inventories (4,444) (13,065) Prepaid expenses and other 760 115 Accounts payable 8,825 5,529 Customer deposits (2,306) 3,917 Accrued liabilities 1,037 59 Other - 80 --------- -------- Cash flows provided by (used in) operating activities (3,050) 11,258 --------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Payments for property, plant and equipment (3,777) (921) Proceeds on sale of property, plant and equipment 13 - --------- -------- Cash flows used in investing activities (3,764) (921) --------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from debt 72,182 78,400 Payments on debt (68,271) (88,952) Issuance of common stock 2,083 52 Payments of preferred stock dividends (338) (262) --------- -------- Cash flows provided by (used in) financing activities 5,656 (10,762) --------- -------- Net decrease in cash and cash equivalents (1,158) (425) --------- -------- Cash and cash equivalents: Beginning of period 1,847 3,569 --------- -------- End of period $ 689 $ 3,144 ========= ========
See notes to condensed consolidated financial statements 5 6 PLEXUS CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 1997 NOTE (1) - BASIS OF PRESENTATION The condensed consolidated financial statements included herein have been prepared by the Company without audit and pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Company, the financial statements reflect all adjustments, which consist only of normal recurring adjustments, necessary to present fairly the financial position of Plexus Corp. at March 31, 1997 and the results of operations for the three months and six months ended March 31, 1997 and 1996 and the cash flows for the same six-month periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the SEC rules and regulations dealing with interim financial statements. However, the Company believes that the disclosures made in the condensed consolidated financial statements included herein are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's 1996 Annual Report. The condensed consolidated balance sheet data at September 30, 1996 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. NOTE (2) - INVENTORIES The major classes of inventories are as follows:
March 31, September 30, 1997 1996 ------------ ----------------- Assembly Parts $ 34,957 $ 37,941 Work-in-Process 23,224 16,281 Finished Goods 649 164 --------- --------- $ 58,830 $ 54,386 ========= =========
NOTE (3) - DEBT In March 1997, the Company's long-term revolving credit agreement was amended. The LIBOR interest rate was reduced to a fixed rate of LIBOR plus 87 1/2 basis points and the maturity date of the agreement was extended until July 31, 2002. In addition, the agreement is now unsecured. NOTE (4) - STOCKHOLDERS' EQUITY On February 4, 1997, the Company gave notice to the holders of its Series A Preferred Stock ("Preferred Shares") that the shares would be redeemed unless the Preferred Shares were converted into shares of Company Common Stock. On February 28, 1997, the holders of the Preferred Shares converted all such shares into a total of 554,454 shares of Company Common Stock. 6 7 NOTE (5) - RECENT ACCOUNTING PRONOUNCEMENTS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128). SFAS No. 128 establishes a different method of computing net income per share than is currently required under the provisions of Accounting Principles Board Opinion No. 15. Under SFAS No. 128, the Company will be required to present both basic net income per share and diluted net income per share. Basic net income per share is expected to be higher than the currently presented primary net income per share as the effect of dilutive stock options will not be considered in computing basic net income per share. Diluted net income per share is expected to be comparable to the currently presented fully diluted net income per share. The Company plans to adopt SFAS No. 128 in its fiscal quarter ending December 31, 1997 and at that time all historical net income per share data presented will be restated to conform to the provisions of SFAS No. 128. NOTE (6) - RECLASSIFICATIONS Certain amounts in prior years' condensed consolidated financial statements have been reclassified to conform to the 1997 presentation. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Management's Discussion and Analysis of Financial Condition and Results of Operations, with the exception of historical matters, contains forward-looking statements (such as statements in the future tense and those including the terms "believe", "expect", "anticipate", "intend" and similar concepts) which involve risks and uncertainties. Actual results may differ materially from these statements as a result of various factors, including those discussed herein. GENERAL Plexus Corp. is a contract provider of design, manufacturing and testing services to the electronics industry. Headquartered in Neenah, Wisconsin, the Company is the largest electronic assembly organization in the Midwest. Through its two wholly-owned subsidiaries, Technology Group, Inc. and Electronic Assembly Corporation, the Company offers a full range of services including product development, printed circuit board (PCB) design, material procurement and management, PCB and higher level assembly, functional and in-circuit testing, final system box build and distribution. Services are provided to original equipment manufacturers in the computer (primarily mainframe and peripheral products), medical, industrial, telecommunications and transportation/automotive electronics industries. The Company has operations in Neenah, Wisconsin and Richmond, Kentucky. The contract manufacturing services are provided on either a turnkey basis, where the Company procures certain or all of the materials required for product assembly, or on a consignment basis, where the customer supplies some or 7 8 occasionally all materials necessary for product assembly. Turnkey services include material procurement and warehousing, in addition to manufacturing, and involve greater resource investment and inventory risk management than consignment services. Turnkey manufacturing currently represents almost all of the Company's sales. Turnkey sales typically generate higher net sales and higher gross profit dollars with lower gross margin percentages than consignment sales due to the inclusion of component costs, and related mark-up, in the Company's net sales. Variations in the Company's turnkey sales have caused and could continue to cause the Company's gross margin to fluctuate year to year and quarter to quarter. Many of the industries for which the Company currently provides electronic products are subject to rapid technological change, product obsolescence, increased competition, and pricing pressures. These and other factors which affect the industries the Company serves, and which affect any of the Company's major customers in particular, could have a material adverse effect on the Company's results of operations. The Company has no long-term volume commitments from its customers, and lead-times for customer orders and product-life cycles continue to contract. Customer programs can be canceled and volume levels can be changed or delayed at any time. The timely replacement of delayed, canceled or reduced programs with new business cannot be assured. Because of these and other factors, there can be no assurance that the Company's recent historical sales growth rate will continue. The Company's sales can be negatively impacted by component shortages. Shortages of key electronic components which are provided directly from customers or suppliers can cause manufacturing interruptions, customer rescheduling issues, production downtime and production set-up and restart inefficiencies. Allocations of components are an integral part of the electronics industry. Shortages that occurred in the past few years including the first half of fiscal 1996, mainly in logic and memory devices, have been mitigated over the past year due to a shift in the supply-demand cycle for such components. While in general the marketplace for such components has eased allowing greater availability, key component shortage issues can still occur with respect to specific industries or particular components. In response to this dynamic environment, the Company has a corporate procurement organization whose primary purpose is to create strong supplier alliances to assure a steady flow of components at competitive prices and mitigate shortages. However, because of the limited number of suppliers for certain electronic components and other supply and demand concerns, the Company can neither eliminate component shortages nor determine the timing or impact of such shortages on the Company's results. As a result, the Company's sales and profitability can be affected from period to period. Start-up costs and the management of labor and equipment efficiencies for new programs and new customers can have an effect on the Company's gross margins. Due to these and other factors, gross margins can be negatively impacted early on in the life cycle of new programs. In addition, labor efficiency and equipment utilization rates ultimately achieved and maintained by the Company for new and current programs impact the Company's gross margins. The Company operates in a highly competitive industry. The Company faces competition from a number of electronic manufacturing services companies, some with financial and manufacturing resources greater than the Company's. The Company also faces competition in the form of current and prospective customers that have the 8 9 capabilities to develop and manufacture products internally. In order to remain a viable alternative, the Company must continue to enhance its total engineering and manufacturing technologies. Other factors that could adversely affect forward-looking statements include the Company's ability to maintain and expand its customer base, gross margin pressures, the effect of start-up costs related to new facilities, the overall economic conditions affecting the electronics industry, and other factors and risks detailed herein and in the Company's other Securities and Exchange Commission filings. RESULTS OF OPERATIONS NET SALES Net sales for the three and six months ended March 31, 1997, increased 28.5% and 25.6%, respectively, over the same periods in the prior fiscal year. The increase in net sales was due to increased orders from existing customers, including on-going and new programs, and the addition of new customers, the largest of which was Unisys Corporation (Unisys). However, net sales to International Business Machines Corporation (IBM), the Company's largest customer, were below the prior year as certain low-margin programs transitioned to low-cost labor markets overseas and a few other programs reached end-of-life status, resulting in reduced sales to IBM. The reduction in IBM net sales was more than offset by the above mentioned sales gains with other current and new customers. By industry group, net sales increased across all industries served, with growth more pronounced in the medical, industrial and automotive/transportation segment markets. The Company's two largest customers continue to be IBM and General Electric Company (GE) which accounted for approximately 12% and 13%,respecively, of net sales for the six months ended March 31, 1997. This compares to net sales of 30% and 15% to IBM and GE, respectively, in the same period a year ago. The reduction in IBM sales was discussed above, while net sales in dollar terms to GE remained relatively flat from the year ago period. Joining IBM and GE as customers who accounted for more than 10% of the Company's net sales for the six months ended March 31, 1997 was Unisys. Unisys accounted for 11% of net sales. Although sales to Motorola exceeded 10% in the first quarter, they fell below 10% for the six months ended March 31, 1997 due to the loss of a program to a Motorola in-house manufacturing facility during the second quarter of fiscal 1997. However, the Company continues to serve a number of other programs with Motorola. Net sales to Unisys and Motorola were both less than 10% of net sales during the first half of fiscal 1996. The Company's top ten customers accounted for approximately 69% of total net sales for the six months ended March 31, 1997 compared to 72% for the same period in fiscal 1996 and 70% for all of fiscal 1996. The Company also generated net sales in excess of $1 million during the most recent quarter from 22 customers as compared to 17 such customers in the same period in fiscal 1996. These trends reflect the Company's continued focus of penetrating and expanding its customer base. During the second quarter of fiscal 1997, the Company signed an agreement with Cadence Design Systems, Inc. (CDN), the world's leading provider of electronic design automation software (EDA). Under the terms of the agreement the companies will cooperate in marketing their respective services to offer complete product development and manufacturing solutions to electronic original equipment 9 10 manufacturers (OEMs). While the Company is hopeful this arrangement will expand opportunities, there can be no assurance. The Company believes that its growth has been achieved in significant part by its approach to partnering with customers mainly through its product design and development services. Approximately 20% of the Company's contract manufacturing sales are a direct result of these services. The Company intends to continue to leverage this aspect of its product design and development services for continued growth. In order to achieve expanded sales growth, the Company must continue to generate additional sales from existing customers' current and future programs, and must successfully market to new customers. GROSS PROFIT The Company's gross margin percentage improved to 10.4% for the six months ended March 31, 1997 from 6.7% for the same period in fiscal 1996 and from 8.6% for all of fiscal 1996. The gross margin for the quarter ended March 31, 1997 increased to 10.8% from 6.9% for the same period in fiscal 1996. The increase in gross margins from a year ago reflects the leverage generated by higher sales volumes, the continued cost savings from the Company's cost-saving efforts instituted during the second quarter of fiscal 1996, the increased utilization of the Company's Advanced Manufacturing Facility, better component pricing and the Company's integration of its flexible labor force within its Wisconsin operations. These were partially offset by increased start-up costs associated with new programs, primarily Unisys, and increased hiring in our engineering and technical manufacturing areas in order to continue to expand our capabilities and meet customer demands. The Company's gross margin reflects a number of factors including product mix, the level of start up costs and efficiencies associated with new programs, capacity utilization of surface mount and other equipment, labor efficiencies, and pricing within the electronics industry. SELLING AND ADMINISTRATIVE EXPENSES Selling and administrative (S&A) expenses for the three and six months ended March 31, 1997 increased approximately $1 million or 32% and $2 million or 33%, respectively, from the comparable prior fiscal year periods. As a percentage of net sales, S&A expenses increased slightly to 4.4% of net sales for the first half of fiscal 1997 from 4.2% for the first half of fiscal 1996. This increase reflects the Company's continued expansion of its sales and marketing and customer support functions, along with enhancements to its information systems in order to support prospective revenue growth and the increase in the Company's customer base. The Company believes that future S&A expenses will increase in terms of absolute dollars but does not expect it to increase as a percentage of net sales as the Company continues to expand the above noted support areas. INTEREST EXPENSE Interest expense was $0.3 million and $0.5 million for the three and six months ended March 31, 1997, compared to $0.5 million and $1.1 million for the comparable periods in fiscal 1996. The decrease in interest expense was primarily due to reduced borrowings required to support working capital, coupled with lower interest rates on the Company's long-term revolving credit agreement. 10 11 In March 1997, the Company's revolving credit agreement was amended resulting in an extension of the maturity date of the agreement to July 31, 2002. In addition, the LIBOR borrowing rate was reduced to a fixed rate of LIBOR plus 87 1/2 basis points from a range of LIBOR plus 100 basis points to LIBOR plus 200 basis points, depending on the Company's consolidated debt-to-worth ratio. Finally, the debt is now unsecured. INCOME TAXES Income taxes increased to $4.2 million for the six months ended March 31, 1997 from $1.1 million in the first half of fiscal 1996, reflecting increased pre-tax profits. The Company's effective income tax rate has remained relatively constant at rates between 38% to 40%. These rates approximate the blended Federal and state statutory rate as a result of the Company's operations being located within the United States. LIQUIDITY AND CAPITAL RESOURCES Cash flows used in operating activities totaled $3.0 million for the six months ended March 31, 1997. Cash used in operations was attributed to increased working capital requirements, specifically accounts receivable and inventories offset by increases in accounts payable, in order to facilitate the Company's revenue growth. Cash flows used in investing activities totaled $3.8 million for the first half of fiscal 1997 and were utilized for capital additions primarily concentrated in the upgrading of the Company's computer hardware equipment and new manufacturing equipment. The Company anticipates future capital additions to increase due to the number of operating leases expiring through the remainder of fiscal 1997 and increased manufacturing equipment requirements necessary to handle projected future growth. The Company estimates that capital expenditures for fiscal 1997 should approximate $10 million which the company expects to fund through cash flows from operations and the Company's $40 million revolving credit agreement. The Company's new 110,000 square foot manufacturing facility located in the Green Bay, Wisconsin area began production in April 1997. The facility is the result of a partnership with Oneida Nation Electronics (ONE), a corporation chartered by the Oneida Tribe of Indians of Wisconsin. Pursuant to a lease agreement, ONE constructed and equipped the facility for use by the Company. Annual lease payments by the Company for the building and equipment are based on the profitability of the facility pursuant to a formula defined in the lease agreement. Financing activities provided $5.7 million of net cash for the first half of fiscal 1997. This primarily represented the increase in net proceeds under the Company's long-term revolving credit agreement. In March 1997, the Company's revolving credit agreement was amended. See "Interest Expense" in "Results of Operations" above. The Company's Series A Preferred Stock was converted to into 554,454 shares of Company Common Stock on February 28, 1997. (See footnote 4 to the Company's condensed consolidated financial statements and Part II, Item 2 "Changes in Securities" below.) 11 12 The ratio of total debt-to-equity as of March 31, 1997 was 1.3 to 1 compared to 1.2 to 1 as of September 30, 1996. The Company believes that its credit facilities, leasing capabilities and projected cash flows from operations will be sufficient to meet its anticipated short-term and long-term capital requirements. * * * * * PART II - OTHER INFORMATION ITEM 2. CHANGES IN SECURITIES On February 4, 1997, the Company gave notice to the holders of its then outstanding shares of Series A Preferred Stock ("Preferred Shares"), that the Preferred Shares would be redeemed by the Company on February 28, 1997 unless the Preferred Shares were converted into shares of Company Common Stock prior to that date. The Company subsequently received conversion notices from both holders of the Preferred Shares, relating to all of such Preferred Shares. Therefore, in full conversion of the Preferred Shares, the Company issued 554,454 shares of Common Stock, $.01 par value, on February 28, 1997. The shares of Common Stock were not registered by the Company under the Securities Act of 1993, in reliance on Section 3(a)(9) of such Act. Although the Company's Articles of Incorporation continue to authorize the Company to issue shares of preferred stock, and grant the Board of Directors the authority to determine the terms of such shares, there are no shares of Company preferred stock currently outstanding. The holders of the Preferred Shares had rights to dividends and liquidation proceeds prior to those of the Company's Common Stock, as well as certain other rights in specified situations. In addition, in March 1997, the Company's revolving credit agreement was amended. See "Interest Expense" in "Management's Discussion and Analysis" above. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10 - Revolving Credit Agreement (Dated March 20, 1997) 11 - Computation of per share earnings 27 - Financial data schedule (b) Reports on Form 8-K None 12 13 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 5/12/97 /s/ Peter Strandwitz - ------- ------------------------ Date Peter Strandwitz Chairman and CEO 5/12/97 /s/ Thomas B. Sabol - ------- ------------------------ Date Thomas B. Sabol Vice President-Finance & Chief Financial Officer 13 14 EXHIBIT 11 MARCH 31, 1997 FORM 10-Q PLEXUS CORP. STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) ______
Three Months Ended Six Months Ended March 31, 1997 March 31, 1997 ---------------------- ------------------ Fully Fully Primary Diluted Primary Diluted ---------- ---------- -------- -------- Net income $ 3,597 $ 3,597 $ 6,461 $ 6,461 Adjustment for preferred stock dividend earned 84 - 211 - -------- -------- -------- -------- $ 3,513 $ 3,597 $ 6,250 $ 6,461 ======== ======== ======== ======== Weighted average number of common shares outstanding (1) 6,845 6,845 6,683 6,683 Adjustment: Assumed issuances under stock option plan 472 491 384 502 Assumed conversion of preferred stock (1) - 370 - 462 -------- -------- -------- -------- Common equivalent shares outstanding 7,317 7,706 7,067 7,647 ======== ======== ======== ======== Net income per common share $ .48 $ .47 $ .88 $ .84 ======== ======== ======== ========
(1) Reflects conversion of Plexus Corp. Series A Preferred Stock to Common Stock effective February 28, 1997. 14 EX-27 2 EX-27
5 1,000 6-MOS SEP-30-1997 OCT-01-1996 MAR-31-1997 689 0 50,481 360 58,830 112,581 37,366 23,068 127,116 51,040 0 0 0 72 56,151 127,116 184,115 184,115 165,042 165,042 8,151 0 541 10,632 4,171 6,461 0 0 0 6,461 .88 .84
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