-----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, Ue9ICnDsy8pZzIZEXxqDDRGswoNqFlcp6tBpWOFzmLBSZuF94M5eWGDlQ6GVfZT0 STKd85/0dBJnJi4ffG08lA== 0000950134-03-010422.txt : 20030723 0000950134-03-010422.hdr.sgml : 20030723 20030723160734 ACCESSION NUMBER: 0000950134-03-010422 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030723 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14824 FILM NUMBER: 03798430 BUSINESS ADDRESS: STREET 1: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 BUSINESS PHONE: 9207223451 MAIL ADDRESS: STREET 1: PLEXUS CORP STREET 2: 55 JEWELERS PARK DR CITY: NEENAH STATE: WI ZIP: 54957-0156 8-K 1 c78441e8vk.txt FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934 ------------------------------- Date of Report: July 23, 2003 PLEXUS CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 000-14824 39-1344447 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 55 Jewelers Park Drive, Neenah, Wisconsin 54957-0156 - ----------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (920) 722-3451 ------------------ Item 7. Financial Statements and Exhibits (c) Exhibits The following exhibit is furnished pursuant to Item 12 of this Report: 99.1 Plexus press release dated July 23, 2003 Item 9. Regulation FD Disclosure This information is being furnished pursuant to Item 12 of Form 8-K. Results of Operations and Financial Condition. On July 23, 2003, Plexus Corp. announced its results for the third quarter of fiscal 2003, ended June 30, 2003, and for the nine months then ended. A copy of Plexus' related press release is furnished to the Commission by attaching it as an exhibit to this report. * * * * * 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: July 23, 2003 /s/ F. Gordon Bitter ------------------------ F. Gordon Bitter Chief Financial Officer Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Plexus press release dated July 23, 2003 EX-99.1 3 c78441exv99w1.txt PRESS RELEASE - -------------------------------------------------------------------------------- CONFERENCE CALL TODAY, WEDNESDAY JULY 23 AT 4:30 PM ET Dial in: 800-362-0571 with conference ID: Plexus Webcast: www.videonewswire.com/PLXS/072303 - -------------------------------------------------------------------------------- [PLEXUS LOGO] FOR IMMEDIATE RELEASE PLEXUS ANNOUNCES Q3 REVENUE OF $196 MILLION INITIATES Q4 REVENUE GUIDANCE OF $200 - $210 MILLION NEENAH, WI, July 23, 2003 -- Plexus Corp. (Nasdaq: PLXS), today announced results for its fiscal third quarter ended June 30, 2003. The Company provides non-GAAP supplemental detail of its results, such as EPS excluding goodwill amortization, merger related costs, and restructuring costs, as it utilizes supplemental non-GAAP operating results as a performance measure. The non-GAAP supplemental operating results are provided to investors to allow for meaningful period-to-period comparisons. Please refer to the attached financial tables for a reconciliation of the GAAP results to the non-GAAP supplemental data. Dean Foate, President and Chief Executive Officer of Plexus, said, "Modest sequential revenue growth resulted in sales of $196 million for Q3. This was complemented by the effective implementation of previously announced cost reduction actions resulting in an EPS loss of ($0.35) for the quarter, or ($0.06) excluding restructuring costs. This compares to an EPS loss of ($0.12), excluding restructuring costs, in our fiscal second quarter." Mr. Foate continued, "Given our current outlook for end-market demand, we are initiating revenue guidance for the fourth quarter of $200 to $210 million. Assuming this level of revenue, we expect EPS ranging from a loss of $(0.04) to breakeven for fiscal Q4, excluding restructuring costs." Gordon Bitter, Chief Financial Officer, added, "During the third quarter the Company incurred $20 million of restructuring costs for the previously announced actions to close the Kentucky facility, downsize the PCB-design group, and for the impairment of fixed assets at a number of sites pursuant to SFAS No. 144. Approximately $4 million of the total restructuring represents cash charges, primarily for severance and lease exit costs." Mr. Bitter concluded, "Our balance sheet remains strong, as Plexus ended the third quarter with $101 million of cash and short term investments. Cash was used during the quarter as we built inventories to ramp various customer programs, and to fund severance and other restructuring costs." FISCAL Q3 HIGHLIGHTS o Sales by industry were:
INDUSTRY Q3 - FISCAL 2003 Q2 - FISCAL 2003 --------------------------------------------------------------------------- Networking/Datacom 37 % 33 % --------------------------------------------------------------------------- Medical 32 % 33 % --------------------------------------------------------------------------- Industrial/Commercial 15 % 16 % --------------------------------------------------------------------------- Computing 12 % 11 % --------------------------------------------------------------------------- Transportation/Other 4 % 7 % ---------------------------------------------------------------------------
(more) O Top 10 customers comprised 55% of sales during the quarter, compared to 54% in the previous quarter. o Siemens Medical and Juniper Networks were the only customers representing more than 10% of sales for the quarter. o Cash flow used in operations was approximately $9 million for the quarter. o Days sales outstanding in accounts receivable remained constant at 45 days compared to the second quarter of fiscal 2003. o Inventory increased sequentially by approximately $15.8 million to $120.7 million, while annualized turns decreased to 6.5 turns this quarter from 6.9 turns in the second fiscal quarter of 2003. CONFERENCE CALL/WEBCAST AND REPLAY INFORMATION WHEN: Wednesday, July 23, 2003 at 4:30 p.m. Eastern DIAL IN: 800-362-0571 with conference ID: PLEXUS WEBCAST: http://www.videonewswire.com/PLXS/072303 (requires Windows Media Player) REPLAY: 877-693-4281 or 402-220-1602 or http://www.videonewswire.com/PLXS/072303 The call will be archived until midnight on July 30, 2003. NOTE: If you experience problems with the webcast, please email webcastsupport@tfprn.com.
ABOUT PLEXUS CORP. - THE PRODUCT REALIZATION COMPANY Plexus (www.plexus.com) provides end-to-end product design, test, manufacturing, fulfillment and aftermarket solutions to branded product vendors in the medical, networking/datacommunications, industrial, commercial, defense and computer electronics industries. The Company's unique materials and manufacturing solutions, strategically enhanced by value-added product design and engineering services, are developed to optimize lowest total cost, scalability and responsiveness for programs requiring flexibility, technology and quality. With over $800 million in trailing twelve month revenues, Plexus provides award-winning customer service to more than 150 branded product vendors in North America, Europe and Asia. SAFE HARBOR AND FAIR DISCLOSURE STATEMENT The statements contained in this release which are not historical facts (such as statements in the future tense and statements including "believe," "expect," "intend," "anticipate" and similar terms and concepts) are forward-looking statements that involve risks and uncertainties, including, but not limited to: the economic performance of the electronics and technology industries; the risk of customer delays, changes or cancellations in both on-going and new programs; the Company's ability to integrate acquired operations; the Company's ability to secure new customers and maintain its and acquired operations' current customer base; the results of cost reduction and restructuring efforts and our ability to execute on, and achieve anticipated cost savings from, these efforts; possible delays in anticipated and previously announced measures; material cost fluctuations and the adequate availability of components and related parts for production; the effect of changes in average selling prices; the effect of start-up costs of new programs and facilities; the effect of general economic conditions and world events (such as terrorism and the situation with Iraq); the impact of increased competition; and other risks detailed in the Company's Securities and Exchange Commission filings. FOR FURTHER INFORMATION, PLEASE CONTACT: Kristian Talvitie, Director of Strategic Marketing and Communications 920-969-6160 or email at kristian.talvitie@plexus.com (financial tables follow) PLEXUS CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
Three Months Ended Nine Months Ended June 30, June 30, --------------------------------------------------------------- 2003 2002 2003 2002 --------- --------- --------- --------- (unaudited) Net sales $ 195,609 $ 234,749 $ 591,761 $ 666,128 Cost of sales 183,780 211,672 554,769 607,110 --------- --------- --------- --------- Gross profit 11,829 23,077 36,992 59,018 Operating expenses: Selling and administrative expenses 16,250 17,260 49,819 47,574 Amortization of goodwill -- 1,342 -- 3,927 Restructuring costs 19,649 2,700 51,489 10,187 Acquisition and merger costs -- -- -- 251 --------- --------- --------- --------- 35,899 21,302 101,308 61,939 --------- --------- --------- --------- Operating income (loss) (24,070) 1,775 (64,316) (2,921) Other income (expense): Interest expense (658) (752) (2,144) (3,069) Miscellaneous 638 71 1,833 1,112 --------- --------- --------- --------- Income (loss) before income taxes and cumulative effect of change in accounting for goodwill (24,090) 1,094 (64,627) (4,878) Income tax expense (benefit) (9,343) 438 (24,003) (1,356) --------- --------- --------- --------- Income (loss) before cumulative effect of change in accounting for goodwill (14,747) 656 (40,624) (3,522) Cumulative effect of change in accounting for goodwill, net of income tax benefit of $4,755 -- -- (23,482) -- --------- --------- --------- --------- Net income (loss) $ (14,747) $ 656 $ (64,106) $ (3,522) ========= ========= ========= ========= Earnings per share: Basic Income (loss) before cumulative effect of change in accounting for goodwill $ (0.35) $ 0.02 $ (0.96) $ (0.08) Cumulative effect of change in accounting for goodwill -- -- (0.56) -- --------- --------- --------- --------- Net income (loss) $ (0.35) $ 0.02 $ (1.52) $ (0.08) ========= ========= ========= ========= Diluted Income (loss) before cumulative effect of change in accounting for goodwill $ (0.35) $ 0.02 $ (0.96) $ (0.08) Cumulative effect of change in accounting for goodwill -- -- (0.56) -- --------- --------- --------- --------- Net income (loss) $ (0.35) $ 0.02 $ (1.52) $ (0.08) ========= ========= ========= ========= Weighted average shares outstanding: Basic 42,285 41,919 42,204 41,856 ========= ========= ========= ========= Diluted 42,285 43,134 42,204 41,856 ========= ========= ========= =========
(more) NON-GAAP SUPPLEMENTAL INFORMATION (in thousands, except per share data)
Three Months Ended Nine Months Ended June 30, June 30, ------------------------- ------------------------- 2003 2002 2003 2002 -------- -------- -------- -------- (unaudited) Net income (loss) - GAAP $(14,747) $ 656 $(64,106) $ (3,522) Add cumulative effect of change in accounting for goodwill, net of income tax benefit of $4,755 -- -- (23,482) -- -------- -------- -------- -------- Income (loss) before cumulative effect of change in accounting for goodwill - GAAP (14,747) 656 (40,624) (3,522) Add income tax expense (benefit) (9,343) 438 (24,003) (1,356) -------- -------- -------- -------- Income (loss) before income taxes and cumulative effect of change in accounting for goodwill - GAAP (24,090) 1,094 (64,627) (4,878) Add: Restructuring costs* 19,649 2,700 51,489 10,187 Acquisition and merger costs -- -- -- 251 Amortization of goodwill -- 1,342 -- 3,927 -------- -------- -------- -------- Income (loss) before income taxes and excluding restructuring costs, acquisition and merger costs and amortization of goodwill - Non-GAAP (4,441) 5,136 (13,138) 9,487 Income tax expense (benefit) - Non-GAAP (1,865) 2,054 (5,518) 3,751 -------- -------- -------- -------- Net income (loss) - Non-GAAP $ (2,576) $ 3,082 $ (7,620) $ 5,736 ======== ======== ======== ======== Earnings per share - Non-GAAP: Basic $ (0.06) $ 0.07 $ (0.18) $ 0.14 ======== ======== ======== ======== Diluted $ (0.06) $ 0.07 $ (0.18) $ 0.13 ======== ======== ======== ======== Weighted average shares outstanding: Basic 42,285 41,919 42,204 41,856 ======== ======== ======== ======== Diluted 42,285 43,134 42,204 43,220 ======== ======== ======== ======== SUMMARY OF RESTRUCTURING COSTS* Restructuring costs: Fixed asset impairment $ 15,884 $ 750 $ 27,211 $ 2,546 Severance costs 2,757 1,950 8,009 3,819 Lease exit costs and other 1,008 -- 10,674 3,822 Write-off of goodwill -- -- 5,595 -- -------- -------- -------- -------- Total restructuring costs $ 19,649 $ 2,700 $ 51,489 $ 10,187 ======== ======== ======== ========
(more) PLEXUS CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data)
June 30, September 30, 2003 2002 -------- ------------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 75,602 $ 63,347 Short-term investments 25,419 53,025 Accounts receivable 81,107 95,903 Inventories 120,722 94,032 Deferred income taxes 26,008 21,283 Prepaid expenses and other 14,307 14,221 -------- -------- Total current assets 343,165 341,811 Property, plant and equipment, net 140,647 170,834 Goodwill, net 32,124 64,957 Deferred income taxes 16,411 355 Other 4,930 5,988 -------- -------- Total assets $537,277 $583,945 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations $ 1,038 $ 1,652 Accounts payable 75,086 67,310 Customer deposits 17,217 13,904 Accrued liabilities: Salaries and wages 16,452 17,505 Other 21,461 21,586 -------- -------- Total current liabilities 131,254 121,957 Long-term debt and capital lease obligations 23,639 25,356 Other liabilities 10,381 5,943 Shareholders' equity: Common stock, $.01 par value, 200,000 shares authorized, 42,325 and 42,030 shares issued and outstanding, respectively 423 420 Additional paid-in-capital 258,610 256,584 Retained earnings 106,712 170,818 Accumulated other comprehensive income 6,258 2,867 -------- -------- Total shareholders' equity 372,003 430,689 -------- -------- Total liabilities and shareholders' equity $537,277 $583,945 ======== ========
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