-----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, UCTxZJGxT+f1KDxNtTEFNReRSl5K5Q5eukHhKVePfYs5EptESZiHkGjm/l3iKvfQ zHquj2UPlVFZ0V9++yB9Gw== 0000950137-04-009067.txt : 20041027 0000950137-04-009067.hdr.sgml : 20041027 20041027172513 ACCESSION NUMBER: 0000950137-04-009067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041027 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 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: 041100311 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 c89138e8vk.txt CURRENT REPORT 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: October 27, 2004 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 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)) Item 2.02. Results of Operations and Financial Condition. On October 27, 2004, Plexus Corp. announced its results for the fourth quarter and fiscal year ended September 30, 2004. A copy of Plexus' related press release is furnished to the Commission by attaching it as Exhibit 99.1 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: October 27, 2004 PLEXUS CORP. (Registrant) By: /s/ F. Gordon Bitter -------------------------------- F. Gordon Bitter Chief Financial Officer 2 EX-99.1 2 c89138exv99w1.txt PRESS RELEASE [PLEXUS LOGO] The Product Realization Company FOR IMMEDIATE RELEASE PLEXUS ACHIEVES 29% REVENUE GROWTH FOR FISCAL 2004 EXPECTS 15% TO 18% REVENUE GROWTH IN FISCAL 2005 INITIATES Q1 GUIDANCE: REVENUE OF $280 TO $290 MILLION NEENAH, WI, October 27, 2004 - Plexus Corp. (NASDAQ: PLXS) today announced that revenue for its fourth fiscal quarter increased 26% to $273.3 million, compared to $216.1 million in the prior-year period. The Company reported a loss for its fourth fiscal quarter of $(36.8) million, equivalent to $(0.85) per diluted share. The net loss for the period included a previously announced $36.8 million valuation allowance related to deferred tax assets, and $3.8 million of previously announced restructuring and impairment costs. Excluding these items the Company had pro-forma net income for its fourth fiscal quarter of $3.9 million, or $0.09 per fully diluted share. For the full year Plexus achieved revenue of $1,040.9 million and recorded a net loss of ($31.6) million, equivalent to a loss of ($0.74) per share. Excluding restructuring and impairment charges and tax adjustments, the Company reported pro-forma net income of $13.5 million, equivalent to EPS of $0.31 for fiscal 2004. For fiscal 2003, the Company reported revenue of $807.8 million and a net loss of ($68.0) million, equivalent to a loss of ($1.61) per share. On a pro-forma basis, Plexus reported a net loss of ($7.2) million, equivalent to a loss of ($0.17) per share for fiscal 2003. The Company provides non-GAAP supplemental information -- more specifically, pro-forma net income and EPS excluding restructuring and impairment costs and tax adjustments. These non-GAAP financial data are provided to facilitate meaningful period-to-period comparisons of underlying operational performance by eliminating infrequent or unusual charges. Similar non-GAAP measures are used for internal management assessments because such measures provide additional insight into ongoing financial performance. Please refer to the attached accompanying reconciliations of the GAAP net income/(loss) and EPS to the non-GAAP supplemental data. Dean Foate, President and Chief Executive Officer of Plexus, commented, "At the outset of fiscal 2004, our primary objective was to return the company to profitability. To accomplish this, we adopted the mindset of `all good things come from customers.' We re-tooled our Sales & Marketing engine to drive revenue growth and strengthen our customer portfolio, while retaining our focus on operational excellence and our reputation for industry-leading customer service. We were successful in achieving the industry's highest organic (without acquisition) growth rate of 29% and generating a Return on Capital Employed (ROCE) of 5.4% for fiscal 2004, based on our pro-forma operating income. This is a 930 basis point improvement in ROCE compared to fiscal 2003." "As we look to fiscal 2005," continued Foate, "our primary objective remains to increase profitability. We expect to achieve this goal with improvements in capacity utilization and operating efficiencies through a combination of moderate revenue expansion and lean manufacturing and inventory management initiatives. Additionally, we will remain intensely focused on working capital utilization and return on capital employed." "For the full fiscal year of 2005, we are currently planning revenue growth of 15% to 18%. As we look more specifically to our first fiscal quarter, we are initiating revenue guidance of $280 to $290 million (more) with EPS of $0.09 to $0.11, excluding any previously announced restructuring and impairment charges," Foate concluded. Gordon Bitter, Chief Financial Officer, added, "Despite higher sequential revenue, profit expansion in the first fiscal quarter will be moderated by previously announced higher start-up losses at the new facility in Penang, Malaysia, incremental costs associated with the transitioning of programs from the Seattle manufacturing and engineering site, and continued near-term weakness at a couple of sites." "We are expecting improved sales and earnings in the second half of the year," Bitter continued, "as revenues increase and the drag on earnings from Penang and Seattle dissipate. Our overall tax rate is currently expected to be between 5% and 8% in 2005." "Our balance sheet remains very strong. We ended the year with cash and short-term investments of approximately $44.9 million. In addition, we have no borrowings outstanding on our bank credit facility," concluded Bitter. FISCAL Q4 HIGHLIGHTS o Sales by industry were:
INDUSTRY Q4 - FISCAL 2004 Q3 - FISCAL 2004 ---------------------------------------------------- --------------------- Networking/Datacom 43% 47% -------------------------------------------------------------------------- Medical 33% 28% -------------------------------------------------------------------------- Industrial/Commercial 15% 16% -------------------------------------------------------------------------- Computing 4% 4% -------------------------------------------------------------------------- Transportation/Other 5% 5% --------------------------------------------------------------------------
o Top 10 customers comprised 55% of sales during the quarter, up from 54% in the previous quarter. o Juniper Networks, with 15% of sales, was the only customer representing more than 10% of sales for the quarter. o Cash flow generated from operations was approximately $19.6 million for the quarter. o Days sales outstanding in accounts receivable increased to 50 days compared to 46 days in the third quarter of fiscal 2004. o Inventory increased sequentially from the third quarter by approximately $7 million to $174 million, while annualized turns decreased to 5.8 turns this quarter from 6.0 turns in the third quarter of fiscal 2004. CONFERENCE CALL/WEBCAST AND REPLAY INFORMATION WHAT: Plexus Corp.'s Fiscal Q4 Earnings Conference Call WHEN: Thursday, October 28, 2004 at 8:30 a.m. Eastern WHERE: 877-234-1973 with conference ID Plexus http://ir.plexus.com/ (requires Windows Media Player) REPLAY: The call will be archived until midnight on November 4, 2004 at http://ir.plexus.com/ or via telephone replay at 877-519-4471 PIN: 5220384 CONTACT: Paula Peltier, 920-720-6647, paula.peltier@plexus.com NOTE: If you experience problems with the webcast, please email webcastsupport@tfprn.com. (more) ABOUT PLEXUS CORP. - THE PRODUCT REALIZATION COMPANY Plexus (www.plexus.com) is a contract manufacturer of electronics products providing product design, test, manufacturing, fulfillment and aftermarket solutions to branded product companies in the networking, datacommunications, medical, industrial, commercial, defense and computer industries. The Company's unique Focus Factory manufacturing model and global supply chain 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. Plexus provides award-winning customer service to more than 150 branded product companies in North America, Europe and Asia. SAFE HARBOR AND FAIR DISCLOSURE STATEMENT The statements contained in this release which are guidance or which are not historical facts (such as statements in the future tense and statements including "believe," "expect," "intend," "anticipate," "target" and similar terms and concepts) are forward-looking statements that involve risks and uncertainties, including, but not limited 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 secure new customers and maintain its current customer base; 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, including preparations relating to the new Malaysia facility; the adequacy of restructuring and similar charges as compared to actual expenses, and possible unexpected costs and operating disruption in transitioning programs; the effect of general economic conditions and world events (such as terrorism); 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 Twelve Months Ended September 30, September 30, ----------------------------------------------------------- 2004 2003 2004 2003 ------------- --------- ----------- ----------- (unaudited) Net sales $ 273,306 $ 216,076 $ 1,040,858 $807,837 Cost of sales 250,315 200,103 954,080 754,872 ---------- --------- ----------- -------- Gross profit 22,991 15,973 86,778 52,965 Operating expenses: Selling and administrative expenses 17,740 15,333 68,259 65,152 Restructuring and impairment costs 3,809 7,855 9,303 59,344 ---------- --------- ----------- -------- 21,549 23,188 77,562 124,496 ---------- --------- ----------- -------- Operating income (loss) 1,442 (7,215) 9,216 (71,531) Other income (expense): Interest expense (780) (673) (3,080) (2,817) Miscellaneous 447 791 1,475 2,624 ---------- --------- ----------- -------- Income (loss) before income taxes and cumulative effect of change in accounting for goodwill 1,109 (7,097) 7,611 (71,724) Income tax expense (benefit) 37,891 (3,224) 39,191 (27,228) ---------- --------- ----------- -------- Loss before cumulative effect of change in accounting for goodwill (36,782) (3,873) (31,580) (44,496) Cumulative effect of change in accounting for goodwill, net of income tax benefit of $4,755 - - - (23,482) ---------- --------- ----------- -------- Net loss $ (36,782) $ (3,873) $ (31,580) $(67,978) ========== ========= =========== ======== Earnings per share: Basic Loss before cumulative effect of change in accounting for goodwill $ (0.85) $ (0.09) $ (0.74) $ (1.05) Cumulative effect of change in accounting for goodwill - - - (0.56) ---------- --------- ----------- -------- Net loss $ (0.85) $ (0.09) $ (0.74) $ (1.61) ========== ========= =========== ======== Diluted Loss before cumulative effect of change in accounting for goodwill $ (0.85) $ (0.09) $ (0.74) $ (1.05) Cumulative effect of change in accounting for goodwill - - - (0.56) ---------- --------- ----------- -------- Net loss $ (0.85) $ (0.09) $ (0.74) $ (1.61) ========== ========= =========== ======== Weighted average shares outstanding: Basic 43,168 42,522 42,961 42,284 ========== ========= =========== ======== Diluted 43,168 42,522 42,961 42,284 ========== ========= =========== ========
(more) NON-GAAP SUPPLEMENTAL INFORMATION (in thousands, except per share data)
Three Months Ended Twelve Months Ended September 30, September 30, ------------------------- -------------------------- 2004 2003 2004 2003 ---------- ---------- ---------- --------- (unaudited) Net loss - GAAP $(36,782) $ (3,873) $ (31,580) $(67,978) Add cumulative effect of change in accounting for goodwill, net of income tax benefit of - - - (23,482) $4,755 -------- --------- --------- -------- Loss before cumulative effect of change in accounting for goodwill - GAAP (36,782) (3,873) (31,580) (44,496) Add income tax expense (benefit) - GAAP 37,891 (3,224) 39,191 (27,228) -------- --------- --------- -------- Income (loss) before income taxes and cumulative effect of change in accounting for goodwill - GAAP 1,109 (7,097) 7,611 (71,724) Add: Restructuring and impairment costs* 3,809 7,855 9,303 59,344 -------- --------- --------- -------- Income (loss) before income taxes and excluding restructuring and impairment costs - Non-GAAP 4,918 758 16,914 (12,380) Income tax expense (benefit) - Non-GAAP 984 318 3,383 (5,200) -------- --------- --------- -------- Net income (loss) - Non-GAAP $ 3,934 $ 440 $ 13,531 $ (7,180) ======== ========= ========= ======== Earnings per share - Non-GAAP: Basic $ 0.09 $ 0.01 $ 0.31 $ (0.17) ======== ========= ========= ======== Diluted $ 0.09 $ 0.01 $ 0.31 $ (0.17) ======== ========= ========= ======== Weighted average shares outstanding: Basic 43,168 42,522 42,961 42,284 ======== ========= ========= ======== Diluted 43,593 43,388 43,834 42,284 ======== ========= ========= ======== SUMMARY OF RESTRUCTURING AND IMPAIRMENT COSTS* Restructuring and impairment costs: Fixed asset impairment $ 2,059 $ 5,240 $ 2,107 $ 32,451 Severance costs 1,750 2,349 2,493 10,358 Lease termination costs - 266 4,703 10,940 Write-off of goodwill - - - 5,595 -------- --------- --------- -------- Total restructuring and impairment costs $ 3,809 $ 7,855 $ 9,303 $ 59,344 ======== ========= ========= ========
(more) PLEXUS CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share data)
September 30, September 30, 2004 2003 ------------- ------------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 40,924 $ 58,993 Short-term investments 4,005 19,701 Accounts receivable 148,301 111,125 Inventories 173,518 136,515 Deferred income taxes 2,798 23,723 Prepaid expenses and other 4,901 8,326 -------- -------- Total current assets 374,447 358,383 Property, plant and equipment, net 129,586 131,510 Goodwill, net 34,179 32,269 Deferred income taxes - 24,921 Other 7,496 5,971 -------- -------- Total assets $545,708 $553,054 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations $ 811 $ 958 Accounts payable 100,588 91,445 Customer deposits 11,952 14,779 Accrued liabilities: Salaries and wages 26,050 17,133 Other 19,686 23,753 -------- -------- Total current liabilities 159,087 148,068 Long-term debt and capital lease obligations 23,160 23,502 Other liabilities 12,048 10,468 Commitments and contingencies - - Shareholders' equity: Common stock, $.01 par value, 200,000 shares authorized, 43,184 and 42,607 shares issued and outstanding, respectively 432 426 Additional paid-in-capital 267,925 261,214 Retained earnings 71,260 102,840 Accumulated other comprehensive income 11,796 6,536 -------- -------- Total shareholders' equity 351,413 371,016 -------- -------- Total liabilities and shareholders' equity $545,708 $553,054 ======== ========
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