-----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, EwdPJNuURFwpCCCsObURXF0tD9/5nteuTp5tsQrHUXwquzbx+4lrDISI13l9yecb VPOan/mTaIr1/CgcpVx4tg== 0000891618-97-003483.txt : 19970815 0000891618-97-003483.hdr.sgml : 19970815 ACCESSION NUMBER: 0000891618-97-003483 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEXTRONICS INTERNATIONAL LTD CENTRAL INDEX KEY: 0000866374 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23354 FILM NUMBER: 97663681 BUSINESS ADDRESS: STREET 1: BLK 514 CHAI CHEE LANE #04-13 STREET 2: BODEK INDUSTRIAL ESTATE REPUBLIC OF SING CITY: SINGAPORE 1646 STATE: U0 BUSINESS PHONE: 0654495255 FORMER COMPANY: FORMER CONFORMED NAME: FLEX HOLDINGS PTE LTD DATE OF NAME CHANGE: 19940201 NT 10-Q 1 FORM 12B-25 FOR QUARTERLY PERIOD ENDED 06/30/97 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12B-25 NOTIFICATION OF LATE FILING Commission File Number 0-23354 (Check One): [ ]Form 10-K [ ]Form 10-KSB [ ]Form 11-K [ ]Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended June 30, 1997 ----------------------------- [ ]Transition Report on Form 10-K [ ]Transition Report on Form 10-K and Form 10-QSB [ ]Transition Report on Form 20-F [ ]Transition Report on Form N-SAR [ ]Transition Report on Form 11-K For the Transition Period Ended --------------------------- Read Attached Instruction Sheet Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: PART I REGISTRANT INFORMATION Full name of registrant Flextronics International Ltd. ------------------------------------------ Former name if applicable ---------------------------------------- Address of principal executive office (Street and Number) -------- 514 Chai Chee Lane, #04-13, Bedok Industrial Estate ----------------------------------------------------------------- City, State and Zip Code Singapore 469029 ---------------------------------------- 2 PART II RULE 12B-25(B) AND (C) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.) [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) The Company will be unable to file its Form 10-Q for the quarter ended June 30, 1997 by the required date as a result of (i) the Company's shift in certain financial reporting responsibilities from Singapore to San Jose, California; (ii) the need for accounting personnel and financial personnel to dedicate substantial resources to resolving ongoing discussions with the staff of the Securities and Exchange Commission regarding its revised accounting for the acquisition of the Astron Group Limited; and (iii) the Company's pending change in accounting firms. PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. Robert R.B. Dykes (408) 428-1300 -------------------------------------------------------- (Name) (Area Code)(Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during 2 3 the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Explanation: Results of operations for the Company's quarter ending June 30, 1997 are significantly changed from result of operations from the corresponding period for the last fiscal year. Please see Press Release dated August 4, 1997 attached hereto as Exhibit A. Flextronics International Ltd. ------------------------------------------------------ (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date August 14, 1997 By /s/ MICHAEL E. MARKS -------------------------------- ------------------------------- Michael E. Marks Chief Executive Officer Instruction. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ATTENTION Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). 3 4 EXHIBIT A FOR IMMEDIATE RELEASE At Flextronics International: Cheryl Scritchfield Public Relations 408.576.7901 Denice McCullough Investor Relations 408.576.7912 FLEXTRONICS INTERNATIONAL ANNOUNCES FIRST QUARTER FY98 REVENUES UP 67% SAN JOSE, CALIFORNIA, AUGUST 4TH, 1997- Flextronics International Ltd. (Nasdaq: FLEXF), a global full-service supplier of innovative design, engineering and manufacturing solutions, today announced its results for the first fiscal quarter ended June 30, 1997. For the quarter, the company recorded revenue of $196.9 million compared to $117.9 million in the first fiscal quarter of the prior fiscal year. Net income was $5.3 million, or $0.36 per share on 15 million shares outstanding, compared to $4.2 million, or $0.28 per share on 14.9 million weighted average shares outstanding, in the same period a year ago. "We are extremely pleased with these results," said Michael Marks, Chairman and CEO of Flextronics. He continued, "The acquisition of the two Ericsson facilities in Karlskrona, Sweden has strengthened our position in the European market and we are now seeing the payoffs. We are also starting production in our newly expanded facilities in San Jose, California and Doumen, Peoples Republic of China, and in our recently completed facility in Guadalajara, Mexico." The Company also announced revised results for prior periods, reflecting discussions, which are not yet concluded, with the Securities and Exchange Commission, mainly regarding the accounting for its acquisition of Astron in January of 1996. These changes improved the Company's previously reported Fiscal 1996 net results by $2.3 million while reducing the Company's Fiscal 1997 results by $1.8 million to $7.5 million after certain one-time charges. In addition to production from the 330,000 square feet of facilities acquired from Ericsson at the end of the prior quarter, the company also completed a 100,000 sq. ft. high volume SMT-line expansion in its San Jose campus along with a new facility which houses integrated circuit board layout, design engineering, test engineering, advanced manufacturing and packaging, and quick turn prototype services. Production was also started at the company's new 100,000 sq. ft. facility in Guadalajara, Mexico, and a new 240,000 sq. ft. facility at the Doumen campus is nearing 5 completion to expand the company's SMT lines, plastics injection molding lines, and printed circuit board manufacturing. Further discussion of the Company's results can be obtained from the Company Web site. This includes the Chairman's letters to shareholders for the June quarter and the 1996 fiscal year, and the Company is filing its 10K report for the year ending March 31, 1997. This news release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. These forward-looking statements include statements related to future sales and operating results, and company and industry growth. These forward-looking statements involve risks and uncertainties, including those described from time to time in Flextronic's filings with the Securities and Exchange Commission (SEC) and could cause the actual results to differ materially from those anticipated by these forward-looking statements. In particular, see "Management Discussion and Analysis of Financial Conditions and Research of Operations - Certain Factors Affecting Future Operating Results" in the most recent Annual Report on Form-10-K filed with the SEC. Flextronics assumes no obligation to update the information contained in this Annual Report. FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share amounts)
Three Months Ended June 30, 1997 1996 Net sales $196,883 $117,889 Costs and expenses: Cost of sales 177,212 106,143 Selling, general and administrative expenses 10,549 5,611 Goodwill & intangibles amortization 742 659 188,503 112,413 Operating income 8,380 5,476 Interest expense and other, net 2,332 516 Income before income taxes 6,048 4,960 Provision for income taxes 736 763 Net income after income taxes 5,312 4,197 Earnings per share: Net income per share $ 0.36 $ 0.28 Weighted average ordinary shares and equivalents 14,955 14,914
6 FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts)
June 30 March 31, 1997 1997 (Unaudited) ASSETS Current assets Cash $ 33,092 $ 23,645 Accounts receivable, net 74,001 69,331 Inventories 108,926 106,583 Other current assets 12,132 10,769 Total current assets 228,151 210,328 Property and equipment At cost 187,755 153,137 Accumulated depreciation (44,420) (42,172) Net property and equipment 143,335 110,965 Other non-current assets 38,876 37,941 TOTAL ASSETS $ 410,362 $ 359,234 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Bank borrowings $ 69,000 $ 111,075 Current portion of capital lease and long-term debt 11,754 12,233 Accounts payable 82,881 73,631 Other current liabilities 64,082 38,436 Total current liabilities 227,717 235,375 Long term debt, less current portion 78,628 2,165 Other Payable 0 23,547 Obligations under capital leases and deferred income taxes 13,860 13,847 Notes payable to shareholders 223 223 Minority Interest 485 485 Shareholders' equity Ordinary shares, S$0.01 par value: Authorized - 100,000,000 shares at March 31, 1997 and June 30, 1997 Issued and outstanding - 13,676,243 shares at March 31, 1996 and 13,752,293 shares at June 30, 1997 89 88 Additional paid-in capital 96,114 95,570 Accumulated deficit (6,754) (12,066) Total shareholders' equity 89,449 83,592 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 410,362 $ 359,234
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