-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IxS80FYHK468Z/G6YTXMJuAedsgNfRwwN8IlFhdO38Dq+B+ZWUk527IhjEOCN6ub bc+ongRerZlLJeOumG0asg== 0000835541-95-000012.txt : 19950414 0000835541-95-000012.hdr.sgml : 19950414 ACCESSION NUMBER: 0000835541-95-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950224 FILED AS OF DATE: 19950407 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLECTRON CORP CENTRAL INDEX KEY: 0000835541 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 942447045 STATE OF INCORPORATION: CA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11098 FILM NUMBER: 95527603 BUSINESS ADDRESS: STREET 1: 777 GILBRALTAR DR BLDG 5 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089578500 MAIL ADDRESS: STREET 1: 777 GIBRALTAR DR STREET 2: BLDG 5 CITY: MILPITAS STATE: CA ZIP: 95035 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1995. __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO _______________ COMMISSION FILE NUMBER 2-33228-40 SOLECTRON CORPORATION (Exact Name of Registrant as specified in its Charter) California 94-2447045 (State or other jurisdiction (IRS Employer Identification of Incorporation or Organization) Number) 777 Gibraltar Drive, Milpitas, California 95035 (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code: (408) 957-8500 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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. At February 24, 1995, 41,505,889 shares of Common Stock of the Registrant were outstanding. 1 SOLECTRON CORPORATION INDEX TO FORM 10-Q PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets at February 28, 1995 and August 31, 1994..................... 3 Consolidated Statements of Income for the Three Months and Six Months ended February 28, 1995 and 1994........................................................ 4 Consolidated Statements of Cash Flows for the Six Months ended February 28, 1995 and 1994........................................................ 5 Notes to Interim Consolidated Financial Statements.................................................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................. 7 - 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings........................................... 11 Item 2. Changes in Securities........................................11 Item 3. Defaults Upon Senior Securities..............................11 Item 4. Submission of Matters to a Vote of Security Holders.... 11 - 12 Item 5. Other Information....................................... 12 Item 6. Exhibits and Reports on Form 8-K........................12 - 13 Signatures.................................................. 14 2 SOLECTRON CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) February 28, August 31, 1995 1994 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 61,988 $ 67,906 Short-term investments 75,745 94,070 Accounts receivable, net 217,818 188,794 Inventories 246,647 232,389 Prepaid expenses and other current assets 15,838 18,977 ------- ------- Total current assets 618,036 602,136 Net property and equipment 155,014 147,822 Other assets 15,892 16,437 ------- ------- Total assets $ 788,942 $ 766,395 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt $ 4,454 $ - Current portion of long-term debt and capital lease obligations 1,215 3,149 Accounts payable 222,159 241,930 Accrued employee compensation 21,070 21,598 Accrued expenses 15,642 16,257 Other current liabilities 4,126 9,999 ------- ------- Total current liabilities 268,666 292,933 Long-term debt and capital lease obligations 145,285 140,709 Other long-term liabilities 1,670 1,964 ------- ------- Total liabilities 415,621 435,606 Shareholders' equity: Common stock 208,913 206,257 Retained earnings 163,023 126,795 Cumulative translation adjustment 1,607 (2,263) Unrealized loss on investments (222) - ------- ------- Total shareholders' equity 373,321 330,789 ------- ------- Total liabilities and shareholders' equity $ 788,942 $ 766,395 ======= ======= See accompanying notes to interim consolidated financial statements 3 SOLECTRON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended February 28, February 28, 1995 1994 1995 1994 ---- ---- ---- ---- Net sales $ 471,266 $ 327,208 $ 977,944 $ 649,048 Cost of sales 424,897 292,440 886,132 581,401 ------- ------- ------- ------- Gross profit 46,369 34,768 91,812 67,647 Operating expenses: Selling, general & administrative 16,806 13,515 32,337 26,062 Research & development 1,144 986 2,335 2,150 ------- ------- ------- ------- Operating income 28,419 20,267 57,140 39,435 Interest income 1,673 1,335 3,215 3,177 Interest expense (2,768) (2,637) (5,465) (5,425) ------- ------- ------- ------- Income before income taxes 27,324 18,965 54,890 37,187 Income taxes 9,290 6,590 18,662 12,922 ------- ------- ------- ------- Net income $ 18,034 $ 12,375 $ 36,228 $ 24,265 ======= ======= ======= ======= Net income per share: Primary $ 0.43 $ 0.29 $ 0.86 $ 0.58 ------- ------- ------- ------- Fully diluted $ 0.38 $ 0.27 $ 0.76 $ 0.52 ------- ------- ------- ------- Shares used in computation: Primary 42,218 42,316 42,237 42,166 ------- ------- ------- ------- Fully diluted 51,767 51,979 51,786 51,969 ------- ------- ------- ------- See accompanying notes to interim consolidated financial statements 4 SOLECTRON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ( In thousands, unaudited) Six Months Ended February 28, 1995 1994 ---- ---- Cash flows from operating activities: Net income $ 36,228 $ 24,265 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 27,430 21,878 Interest accretion on zero-coupon subordinated notes 4,737 4,501 Additions to allowance for doubtful accounts 307 469 Other (274) 574 Changes in operating assets and liabilities: Accounts receivable (27,414) (18,286) Inventories (12,223) (13,630) Prepaid expenses and other current assets 3,510 (4,541) Accounts payable (22,935) (9,340) Accrued expenses and other current liabilities (7,866) 7,105 ------- ------- Net cash provided by operating activities 1,500 12,995 ------- ------- Cash flows from investing activities: Purchases of short-term investments (43,022) (202,285) Sales of short-term investments 61,219 234,761 Purchase of facilities, equipment and other assets - (14,383) Capital expenditures (32,161) (32,304) ------- ------- Net cash used in investing activities (13,964) (14,211) ------- ------- Cash flows from financing activities: Proceeds from short-term debt 4,454 - Repayments of long-term debt and capital lease obligations (2,052) (2,072) Net proceeds from sale of common stock 2,624 3,521 ------- ------- Net cash provided by financing activities 5,026 1,449 ------- ------- Effect of exchange rate changes on cash and cash equivalents 1,520 (275) ------- ------- Net decrease in cash and cash equivalents (5,918) (42) Cash and cash equivalents at beginning of period 67,906 35,232 ------- ------- Cash and cash equivalents at end of period $ 61,988 $ 35,190 ======= ======= SUPPLEMENTAL DISCLOSURES: Cash paid during the period: Interest $ 341 $ 747 ======= ======= Income taxes $ 17,686 $ 11,997 ======= ======= See accompanying notes to interim consolidated financial statements 5 SOLECTRON CORPORATION AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - Basis of Presentation The accompanying consolidated balance sheets as of February 28, 1995 (unaudited) and August 31, 1994, the unaudited consolidated statements of income for the three-month and six-month periods ended February 28, 1995 and 1994, and the unaudited consolidated statements of cash flows for the six months ended February 28, 1995 and 1994 have been prepared on substantially the same basis as the annual consolidated financial statements. Management believes the financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results of operations for the three-month and six-month periods ended February 28, 1995 are not necessarily indicative of results to be expected for the entire year. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended August 31, 1994 included in the Company's Annual Report to Shareholders. For clarity of presentation, the Company has indicated its second quarter as ending on February 28 and its fiscal year as ending on August 31, whereas in fact, the Company's fiscal periods end on the last Friday of the respective month. NOTE 2 - Inventories Inventories consisted of (in thousands): February 28, August 31, 1995 1994 Raw materials $175,404 $164,817 Work-in-process 71,243 67,572 ------- ------- $246,647 $232,389 ======== ======== NOTE 3 - Net Income per Share Primary net income per share is computed using the weighted average number of common and dilutive common stock equivalent shares outstanding. Fully diluted net income per share includes the dilutive effect from the assumed conversion of the Company's outstanding convertible zero-coupon subordinated notes. 6 SOLECTRON CORPORATION & SUBSIDIARIES ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General Solectron's net sales are derived from sales to electronics system original equipment manufacturers. The majority of the Company's customers compete in the telecommunications, computer peripherals, workstation and personal computer segments of the electronics industry. The Company uses advanced manufacturing technologies in assembly and manufacturing management of complex printed circuit boards and electronics systems. Operating results are affected by a number of factors, including the degree of turnkey manufacturing, the material content and volume of products built, manufacturing efficiencies, utilization of capacity, start-up costs associated with new customer projects and price competition. Over the past several years, the Company's strategy has been to increase the percentage of sales it derives from turnkey manufacturing, which currently represents a substantial portion of the Company's sales. Turnkey projects, in which the Company procures some or all of the components necessary for production, typically generate higher net sales and higher gross profits with lower gross margin percentages than consignment projects due to the inclusion in the Company's operating results of sales and costs associated with the purchase and sale of components. The increase in gross profit and the decrease in gross margin over the past several years has been due primarily to this shift toward turnkey manufacturing. More recently, the Company has experienced changes in product mix relative to the degree of material content associated with products delivered. These changes have caused the Company's gross margin to fluctuate. The Company has manufacturing operations in six locations, three of which are overseas. As the Company manages its existing operations and expands geographically, it may experience certain inefficiencies from the management of geographically dispersed operations. In addition, the Company's results of operations will be adversely affected if these new facilities do not achieve revenue growth sufficient to offset increased expenditures associated with geographic expansion. Around the world, the Company is subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous chemicals used during its manufacturing process. Any failure by the Company to comply with present and future regulations could subject it to future liabilities or the suspension of production. In addition, such regulations could restrict the Company's ability to expand its facilities or could require the Company to acquire costly equipment or to incur other significant expenses to comply with environmental regulations. The Company competes within the electronics manufacturing services (EMS) segment of the electronics industry. The EMS segment is currently growing at a faster rate than the overall electronics industry, but the EMS segment is also comprised of a large number of companies, several of which have achieved substantial market share. In addition to competing with other EMS companies, the Company also faces competition from current and prospective customers which evaluate Solectron's capabilities against the merits of manufacturing products internally. Certain of the Company's competitors have substantially greater geographic breadth. They also have greater manufacturing, financial, research and development and marketing resources than the Company. The Company believes that the primary basis of competition in its targeted markets is manufacturing technology, quality, responsiveness, the provision of value-added services and price. To remain competitive, the Company must continue to provide technologically advanced manufacturing services, maintain quality levels, offer flexible delivery schedules, deliver finished products on a reliable basis and compete favorably on the basis of price. The Company currently may be at a competitive disadvantage as to price when compared to manufacturers with lower cost structures, particularly with respect to manufacturers with established facilities where labor costs are lower. 7 Results of Operations The following table sets forth, for the three months and six months ended February 28, 1995 and 1994, certain items as a percentage of net sales. The table and the discussion below should be read in conjunction with the consolidated financial statements and notes thereto that appear elsewhere in this report. Three Months Ended Six Months Ended February 28, February 28, 1995 1994 1995 1994 ------ ------ ------ ------ Net sales 100.0 % 100.0 % 100.0 % 100.0 % Cost of sales 90.2 89.4 90.6 89.6 ------ ------ ------ ------ Gross profit 9.8 10.6 9.4 10.4 Operating expenses: Selling, general and administrative 3.6 4.1 3.3 4.0 Research and development 0.2 0.3 0.3 0.3 ------ ------ ------ ------ Operating income 6.0 6.2 5.8 6.1 Interest expense, net 0.2 0.4 0.2 0.4 ------ ------ ------ ------ Income before income taxes 5.8 5.8 5.6 5.7 Income taxes 2.0 2.0 1.9 2.0 ------ ------ ------ ------ Net income 3.8 % 3.8 % 3.7 % 3.7 % ====== ====== ====== ====== Net sales for the three months and six months ended February 28, 1995 were $471 million and $978 million, respectively, representing increases of 44% and 51% over the comparable periods last year. These increases in net sales are due primarily to increased orders from existing customers, the addition of new customers and growth in the Company's turnkey business. Approximately $21 million of the year-to-date revenue increase (and $.9 million of the increased income before income taxes) results from changes in foreign currency exchange rates. The overall increase in revenues reflects the continuing trend toward outsourcing within the electronics industry. The Company's two largest customers during the first half of fiscal 1995 were International Business Machines Corporation (IBM) and Apple Computer, Inc. (Apple). Net sales to IBM during this period accounted for 23% of consolidated net sales, compared to 31% in the first half of fiscal 1994. Sales to Apple were less than 10% of consolidated net sales in the first half of fiscal 1995, compared to 10% in the first half of fiscal 1994. While net sales to both customers increased in absolute amounts compared to the first half of fiscal 1994, the Company has focused its efforts on obtaining business from other customers, thereby reducing its dependency on these accounts. Net sales to the Company's top ten customers during the first half of fiscal 1995 accounted for 71% of consolidated net sales, compared to 74% in the first half of fiscal 1994. The Company is substantially dependent upon continued revenues from IBM, Apple and the rest of its top ten customers. Any material delay, cancellation or reduction of orders from these or other customers could have a materially adverse effect on the Company's results of operations. The Company has a manufacturing services agreement with IBM at its Bordeaux, France facility that expires in December 1995. While the Company expects to continue business with IBM after the agreement expires, there can be no guarantee that such business will be available at satisfactory terms to the Company. 8 Net sales at the Company's foreign sites grew at faster rates over the last year than net sales at the Company's domestic sites. Foreign locations contributed 40% of consolidated net sales in the first half of fiscal 1995, compared to 32% in the first half of fiscal 1994. As a result of the Company's foreign sales and facilities, the Company's operations are subject to risks of doing business abroad, including fluctuations in the value of currency, changes to import and export regulations, possible restrictions on the transfer of funds, and in certain parts of the world, political instability. While to date these dynamics have not had a materially adverse impact on the Company's results of operations, there can be no assurance that there will not be such an impact in the future. The Company's operations in Milpitas, California contributed a substantial portion of the Company's net sales and operating income during the first half of fiscal 1995 and 1994. The performance of this operation is expected to continue as a significant factor in the overall financial results of the Company. Any material change to the customer base, product mix, efficiency or other attributes of this site could have a material effect on the Company's consolidated results of operations. Over the past few years the Company's revenues have grown substantially and have exceeded the Company's own targeted growth rate. The Company believes that its ability to continue to achieve rapid growth will depend upon growth in sales to existing customers for their current and future product generations, successful marketing to new customers and future geographic expansion. With the exception of a manufacturing services agreement with IBM at the Bordeaux, France site which expires in December 1995, the Company has no firm long-term volume commitments from its customers and over the last few years has experienced reduced lead-time in customer orders. Customer contracts can be canceled and volume levels can be changed or delayed. The timely replacement of delayed, canceled or reduced orders with new business cannot be assured. In addition, there can be no assurance that any of the Company's current customers will continue to utilize the Company's services. Because of these factors, there can be no assurance that the Company's historical revenue growth rate will continue. The Company currently serves the electronics industry, which is subject to rapid technological change, product obsolescence and price competition. These and other factors affecting the electronics industry, or any of the Company's major customers in particular, could have a materially adverse effect on the Company's results of operations. Gross margin for the second quarter of fiscal 1995 was 9.8%, compared to 10.6% for the second quarter of fiscal 1994. Year-to-date gross margin for the first six months of fiscal 1995 was 9.4%, compared to 10.4% for the comparable period last year. These declines in gross margin are due primarily to growth in the Company's turnkey business, manufacturing inefficiencies at the Charlotte, North Carolina and Dunfermline, Scotland locations, and under-utilization of the Bordeaux, France facility. The manufacturing inefficiencies are the result of new customer projects and the continuing ramp-up in complexity of business in Charlotte and Dunfermline. The Company has made progress at these sites and has improved the management and logistical infrastructure. The Bordeaux facility is expected to be under-utilized for at least the remainder of fiscal 1995. The declines in gross margin from the factors mentioned above were partially offset by improvements in product mix and better utilization at certain sites. Further increases in turnkey business, additional costs associated with new projects, and price erosion within the electronics industry could adversely affect the Company's gross margin. Additionally, changes in product mix could cause the Company's gross margin to fluctuate. While the availability of raw materials appears adequate to meet the Company's current revenue projections through the remainder of fiscal 1995, component availability to support revenue increases beyond the Company's current plans is limited. Furthermore, availability of customer-consigned parts and unforeseen shortages of components on the world market are beyond the Company's control and could adversely affect revenue levels and operating efficiencies. 9 Selling, general and administrative (SG&A) expenses increased in absolute amounts during the second quarter and first half of fiscal 1995 relative to the comparable periods of fiscal 1994. The increases during these periods are due primarily to growth in personnel and related departmental expenses at all manufacturing locations to support the increased size and complexity of the Company's business. SG&A expenses as a percentage of net sales have decreased during the first half of fiscal 1995 compared to the comparable period of fiscal 1994 from increased leverage of fixed operating costs on a higher revenue base and continued management and limitation of overhead expenses. The Company anticipates SG&A expenses will increase in the future as the Company builds the infrastructure necessary to support its current and prospective business. Research and development (R&D) activities have been focused primarily on fine pitch interconnection technologies (which include ball-grid array, tape- automated bonding, multichip modules, chip-on-flex, and chip-on-board), high reliability environmental stress test technology, and no-clean soldering processes. R&D expenses did not change significantly in the second quarter or first half of fiscal 1995 compared to the same periods one year ago and are not expected to change significantly in the near future. The effective income tax rate throughout the first half of fiscal 1995 was approximately 34%, a slight decrease from the 34.7% effective tax rate for the first half of fiscal 1994. The decrease reflects primarily increased earnings from the Company's foreign operations which have lower statutory tax rates. Liquidity and Capital Resources Working capital was $349 million as of February 28, 1995, an increase of $40 million from the end of fiscal 1994. This increase reflects primarily the growth in net sales during the first half of fiscal 1995 and the required investment in working capital by the Company to support this growth. The increase in working capital was financed by cash generated from operations during the first half of fiscal 1995. Cash provided by operating activities during the current period was impacted by an unusually high reduction in accounts payable from the timing of vendor payments. The Company anticipates that further increases in working capital will be required to support anticipated revenue growth. Cash used in investing activities was $14.0 million for the first half of fiscal 1995, essentially unchanged from the comparable period last year. During fiscal 1994, the Company purchased facilities, equipment and other assets in Dunfermline, Scotland and Everett, Washington for approximately $14.0 million, with no comparable purchase in the current year. Although not a certainty, future acquisitions of this nature or geographic expansion may be necessary to meet the future needs of the Company's customers. Capital expenditures during the first half of fiscal 1995 were $32.2 million and consisted primarily of surface mount assembly and test equipment at the Penang, Malaysia and Dunfermline, Scotland locations to meet current and expected production levels. For the remainder of fiscal 1995, capital expenditures at existing facilities, plus equipment and building costs for a new facility under construction at the Dunfermline, Scotland location, are expected to be in the range of $35 million to $50 million. Cash provided by financing activities increased during the first half of fiscal 1995 compared to the same period last year, due primarily to the Company's use of short-term bank overdraft borrowings during the current year at certain of its foreign locations. These credit facilities are utilized from time to time to provide flexibility in the Company's cash management. In addition to the Company's working capital as of February 28, 1995, which includes cash and cash equivalents of $62 million and short-term investments of $76 million, the Company also has available a $100 million unsecured domestic revolving credit facility, subject to financial covenants and restrictions, and $30 million in available foreign credit facilities. Beginning in September 1997, the Company will be required to pledge approximately $44 million of cash or marketable securities as collateral for its obligation under the terms of the Company's operating lease for the majority of its facilities in Milpitas, California. 10 SOLECTRON CORPORATION AND SUBSIDIARIES Part II. OTHER INFORMATION Item 1: Legal Proceedings None Item 2: Changes in Securities None Item 3: Defaults upon Senior Securities None Item 4: Submission of Matters to a Vote of Security Holders a) The Company held its Annual Meeting of Shareholders on Tuesday, January 17, 1995. b) At the meeting, the following proposals received the votes listed below: i)Election of Directors: Charles A. Dickinson Votes For: 34,704,277 Votes Withheld: 236,283 Dr. Koichi Nishimura Votes For: 34,732,505 Votes Withheld: 208,055 Dr. Winston H. Chen Votes For: 34,729,059 Votes Withheld: 211,501 Richard A. D'Amore Votes For: 34,731,827 Votes Withheld: 208,733 Dr. Kenneth E. Haughton Votes For: 34,731,157 Votes Withheld: 209,403 Dr. Paul R. Low Votes For: 34,712,978 Votes Withheld: 227,582 W. Ferrell Sanders Votes For: 34,731,608 Votes Withheld: 208,952 Osamu Yamada Votes For: 34,686,969 Votes Withheld: 253,591 11 ii) Amendment to the Company's 1992 Votes For: 30,028,282 Stock Option Plan to increase the Votes Against: 4,525,794 number of shares of Common Stock Abstentions: 192,929 reserved for issuance thereunder Broker Non-Votes: 193,555 by 2,000,000 shares to an aggregate of 6,000,000 shares. iii) Amendment to the Company's 1992 Votes For: 34,486,876 Stock Option Plan to limit the Votes Against: 130,293 number of stock options that may Abstentions: 129,836 be issued to an employee in any Broker Non-Votes: 193,555 one fiscal year. iv) Ratification of the appointment Votes For: 34,841,394 of KPMG Peat Marwick LLP as Votes Against: 50,702 independent accountants of the Abstentions: 48,464 Company for the fiscal year ending August 31, 1995. Item 5: Other Information None Item 6: Exhibits and Reports on Form 8-K (a) Exhibits 11.1 Statement re: Computation of Net Income per Share (b) Reports on Form 8-K None 12 SOLECTRON CORPORATION AND SUBSIDIARIES STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE (in thousands, except per share data) Three Months Ended Six Months Ended February 28, February 28, 1995 1994 1995 1994 ------ ------ ------ ------ Weighted average number of shares of common stock and common stock equivalents: Primary: Common stock 41,460 40,965 41,418 40,879 Common stock equivalents - stock options 758 1,351 819 1,287 ------- ------- ------- ------- 42,218 42,316 42,237 42,166 Fully diluted: Common shares issuable upon assumed conversion of convertible zero-coupon subordinated notes 9,549 9,560 9,549 9,562 Incremental increase in common stock equivalents using end of period market price - 103 - 241 ------- ------- ------- ------- 51,767 51,979 51,786 51,969 ======= ======= ======= ======= Net income - primary $18,034 $12,375 $36,228 $24,265 Interest accretion on convertible zero-coupon subordinated notes, net of taxes 1,600 1,460 3,147 2,886 ------- ------- ------- ------- Net income - fully diluted $19,634 $13,835 $39,375 $27,151 ======= ======= ======= ======= Net income per share - primary $0.43 $0.29 $0.86 $0.58 ======= ======= ======= ======= Net income per share - fully diluted $0.38 $0.27 $0.76 $0.52 ======= ======= ======= ======= 13 SOLECTRON CORPORATION 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 thereunto duly authorized. SOLECTRON CORPORATION (Registrant) Date: March 24, 1995 By: /s/ Koichi Nishimura Dr. Koichi Nishimura President & Chief Executive Officer Date: March 24, 1995 By: /s/ Susan S. Wang Susan S. Wang Senior Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) 14 EX-27 2
5 1,000 6-MOS AUG-31-1995 FEB-28-1995 61,988 75,745 217,818 0 246,647 618,036 155,014 0 788,942 268,666 140,501 208,913 0 0 164,408 788,942 977,944 977,944 886,132 886,132 34,672 0 5,465 54,890 18,662 36,228 0 0 0 36,228 0.86 0.76
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