EX-99.01 4 f68824ex99-01.txt EXHIBIT 99.01 1 EXHIBIT 99.01 SELECTED CONSOLIDATED FINANCIAL DATA The following selected consolidated financial data should be read in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this filing. The consolidated financial statements have been prepared to give retroactive effect to the merger with Chatham Technologies, Inc. on August 31, 2000 and the merger with Lightning Metal Specialties, Inc. and related entities on August 31, 2000, each of which has been accounted for as a pooling-of-interests as described in Note 2 to the consolidated financial statements. On September 20, 2000, we filed a current report on Form 8-K which included supplemental consolidated financial statements as of and for the year ended March 31, 2000, accounting for the mergers using the pooling-of-interests method of accounting. These consolidated financial statements become our historical consolidated financial statements since financial statements covering the date of consummation of the business combinations have been issued. The consolidated statement of operations data for each of the years in the three-year period ended March 31, 2000 and the consolidated balance sheet data as of March 31, 1999 and 2000 included elsewhere in this filing have been prepared based on the separate historical consolidated financial statements of Flextronics that have been audited by Arthur Andersen LLP and of DII that have been audited by Deloitte and Touche LLP that are not included in this filing. The unaudited consolidated statement of operations data for each of the years in the three-year period ended March 31, 2000 and the consolidated balance sheet data as of March 31, 1999 and 2000 are derived from consolidated financial statements that are not included in this filing. Historical results are not necessarily indicative of the results to be expected in the future.
FISCAL YEAR ENDED MARCH 31, ----------------------------------------------------------------------------------- 1996 1997 1998 1999 2000 ----------- ----------- ----------- ----------- ----------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (Unaudited) (Unaudited) CONSOLIDATED STATEMENT OF OPERATIONS DATA: Net sales ................................ $ 1,291,541 $ 1,498,332 $ 2,322,151 $ 3,584,556 $ 6,385,990 Cost of sales ............................ 1,116,119 1,289,567 2,011,873 3,170,665 5,791,658 Unusual charges .......................... 1,254(1) 16,443(2) 8,869(3) 77,286(4) 7,519(6) ----------- ----------- ----------- ----------- ----------- Gross profit ........................... 174,168 192,322 301,409 336,605 586,813 Selling, general and administrative ...... 83,458 113,308 161,949 227,560 309,634 Goodwill and intangible amortization ..... 3,777 5,979 10,487 29,156 40,631 Acquired in-process research and development ............................ 29,000(1) -- -- 2,000(5) -- Merger-related expenses .................. -- 4,649(2) 12,499(3) -- 3,523(6) Interest and other expense, net .......... 6,088 8,398 19,892 54,186 70,085 ----------- ----------- ----------- ----------- ----------- Income before income taxes and extraordinary item ................... 51,845 59,988 96,582 23,703 162,940 Provision for (benefit from) income taxes .................................. 22,069 16,415 18,914 (14,827) 19,745 ----------- ----------- ----------- ----------- ----------- Income before extraordinary item ....... 29,776 43,573 77,668 38,530 143,195 Extraordinary loss ....................... 708 -- -- -- -- ----------- ----------- ----------- ----------- ----------- Net income ............................. $ 29,068 $ 43,573 $ 77,668 $ 38,530 $ 143,195 =========== =========== =========== =========== =========== Diluted net income per share(7) .......... $ 0.26 $ 0.36 $ 0.58 $ 0.27 $ 0.78 =========== =========== =========== =========== =========== Weighted average ordinary shares and equivalents outstanding -- diluted(7) ............................. 111,352 119,385 140,879 156,689 182,994
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AS OF MARCH 31, ---------------------------------------------------------------------- 1996 1997 1998 1999 2000 ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS) (Unaudited) (Unaudited) (Unaudited) CONSOLIDATED BALANCE SHEET DATA: Working capital ................................... $ 142,868 $ 87,855 $ 352,774 $ 366,363 $1,162,262 Total assets ...................................... 756,473 937,865 1,758,971 2,604,651 4,859,128 Total long-term debt, excluding current portion ... 134,058 139,383 571,754 780,394 628,067(8) Shareholders' equity .............................. 266,229 331,622 589,425 839,224 2,286,092(8)(9)
---------- (1) In fiscal 1996, we wrote off $29.0 million of in-process research and development associated with an acquisition and also recorded charges totaling $1.3 million for costs associated with the closing of some operations. (2) In fiscal 1997, we incurred $4.6 million of merger-related expenses associated with an acquisition and $16.4 million in costs associated with the closing and sale of some operations. (3) In fiscal 1998, we incurred plant closing expenses aggregating $8.9 million in connection with the closure of a manufacturing facility. We also incurred $12.5 million of merger-related costs as a result of some acquisitions. (4) In fiscal 1999, we recorded unusual pre-tax charges of $77.3 million, of which $71.9 million was primarily non-cash and related to the write-down of a semiconductor wafer fabrication facility to net realizable value, losses on sales contracts, incremental amounts of uncollectible accounts receivable, incremental amounts of sales returns and allowances, inventory write-downs and other exit costs. (5) In fiscal 1999, we wrote off $2.0 million of in-process research and development associated with an acquisition. (6) In fiscal 2000, we incurred $3.5 million of merger-related costs as a result of some acquisitions and $7.5 million in costs primarily associated with the closure of some manufacturing facilities. (7) Diluted net income per share and weighted average ordinary shares and equivalents outstanding -- diluted are discussed in Note 2 of the audited consolidated financial statements. (8) In fiscal 2000, substantially all of DII's convertible subordinated notes were converted into approximately 7,406,000 ordinary shares and the unconverted portion was redeemed for $100,000. (9) In February 2000, we sold a total of 8,600,000 ordinary shares, resulting in net proceeds of approximately $494.1 million. In October 1999, we sold a total of 13,800,000 ordinary shares, resulting in net proceeds of approximately $448.9 million. In September 1999, DII completed an offering of 6,900,000 shares of its common stock, resulting in net proceeds of approximately $215.7 million. 2