SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 6, 2000
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ELAMEX, S.A. de C.V.
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(Exact Name of Registrant as Specified in Its Charter)
Mexico 0-27992 Not Applicable
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Avenida Insurgentes No. 4145-B Ote.
Cd. Juarez, Chihuahua Mexico C.P. 32340
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (915) 774-8252
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On May 23, 2000 Elamex, S.A. de C.V. closed the sale of its contract electronics
manufacturing services (EMS) operations to Plexus Corp. of Neenah, Wis., which
sale had been previously announced on March 30. Under the terms of the deal,
Elamex will receive approximately $53.7 million in cash, subject to certain
adjustments relating to the final determination of book value. The purchase
price was based upon the EMS 1999 EBITDA, with a post closing adjustment for
variation in book value once the financial statements of the sold business have
been audited
The sold EMS operations were housed in two leased plants in Juarez, Mexico, and
the lease contracts were for the buildings were transferred to Plexus as part of
the transaction. These operations represented approximately $81 million in
revenue in 1999 and include approximately 250,000 square feet manufacturing
space.
Item 7. Financial Statements and Exhibits.
(a) None
(b) Pro forma financial information filed as part of this report:
The following unaudited pro forma consolidated financial statements reflect the
pro forma results of the Company as if the transaction had been completed at an
earlier date. For purposes of the Pro Forma Condensed Consolidated Statements of
Earnings for the year ended December 31, 1999 and the thirteen week period ended
March 31, 2000, the transaction was assumed to have occurred on January 1, 1999.
For the Pro Forma Condensed Consolidated Balance Sheets as of March 31, 2000,
the transaction was assumed to have occurred on March 31, 200. These statements
should be read in conjunction with the unaudited consolidated financial
statements and notes thereto included in the Company's Quarterly report on Form
10-Q for the period ended March 31, 2000 and the audited consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999. The pro forma information may not be
indicative of what the financial condition or results of operations of the
Company would have been had the sale been completed on the dates assumed, nor is
such information necessarily indicative of the financial condition or results of
future operations of the Company.
2
<PAGE>
(1) Pro forma consolidated condensed statements of earnings (unaudited) for
the year ended December 31, 1999:
ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
Pro Forma Consolidated Condensed Statements of Earnings
Year Ended December 31, 1999
(In Thousands of U. S. Dollars, except per share amounts)
<TABLE>
<CAPTION>
Pro forma Adjustments
(Unaudited) Pro forma
Historical EMS (1) Other (Unaudited)
---------- ------- ----- -----------
<S> <C> <C> <C> <C>
Net sales $ 160,050 $81,324 $ 78,727
Cost of sales 145,262 75,160 70,102
--------- ------- -------- --------
Gross Profit 14,789 6,164 -- 8,624
--------- ------- -------- --------
Operating expenses:
General and administrative 10,274 1,725 -- 8,549
Selling 1,838 -- -- 1,838
Research and development 1,228 -- -- 1,228
--------- ------- -------- --------
Total operating expenses 13,340 1,725 -- 11,615
--------- ------- -------- --------
Operating income (loss) 1,449 4,440 -- (2,991)
--------- ------- -------- --------
Other income (expense):
Interest income 623 $ 2,294(2 2,917
Interest expense (1,375) 446(3 (930)
Other, net 397 -- 397
Gain on sale of interest in
consolidated subsidiaries and
EMS operations 2,627 -- 23,919(4 26,545
--------- ------- -------- --------
Total other income (expense) 2,272 -- 26,659 28,931
--------- ------- -------- --------
Income before income taxes and
minority interest 3,721 4,440 26,659 25,940
Income tax provision 245 3,448(5 3,693
--------- ------- -------- --------
Income before minority interest 3,475 4,440 23,211 22,247
Minority interest 860 -- -- 860
--------- ------- -------- --------
Net income $ 4,336 $ 4,440 $ 23,211 $ 23,107
========= ======= ======== ========
Basic and diluted income per common
share $ 0.63 $ 3.37
Weighted average shares outstanding
(Thousands) 6,866 6,866
======== ========
</TABLE>
1) To eliminate the historical results of operations of the EMS
operation.
2) To reflect additional interest income earned from the proceeds from
the sale of the EMS operations.
3) To reflect the reduction of interest expense resulting from pay down
of debt from the proceeds from the sale of the EMS operations.
4) To reflect gain from the sale of EMS operations.
5) To reflect the tax effects related to the elimination of the
historical results of operations of the EMS operations and the tax
effect of the Other pro forma adjustments.
3
<PAGE>
(2) Pro forma consolidated condensed statements of operations (unaudited) for
the thirteen week period ended March 31,2000:
ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
Pro Forma Consolidated Condensed Statements of Operations
Thirteen weeks period ended March 31, 2000
(In Thousands of U. S. Dollars, except per share amounts)
<TABLE>
<CAPTION>
Pro forma Adjustments
(Unaudited) Pro forma
Historical EMS (1) Other (Unaudited)
---------- ------- ----- -----------
<S> <C> <C> <C> <C>
Net sales $ 51,426 $16,605 $ 34,821
Cost of sales 48,677 15,989 32,688
-------- ------- --------- --------
Gross Profit 2,749 616 -- 2,133
-------- ------- --------- --------
Operating expenses:
General and administrative 2,669 400 2,269
Selling 525 -- 525
-------- ------- --------- --------
Total operating expenses 3,194 400 -- 2,794
-------- ------- --------- --------
Operating (loss) income (445) 216 -- (661)
-------- ------- --------- --------
Other income (expense):
Interest income 112 571(2 683
Interest expense (958) 258(3 (700)
Other, net 539 -- -- 539
Gain on sale of interest in consolidated -- -- -- --
-------- ------- --------- --------
subsidiaries and EMS operations (307) -- 829 522
-------- ------- --------- --------
(307) --
(Loss) income before income taxes
and minority interest (752) 216 829 (139)
Income tax (benefit) provision (220) -- 313(4 93
-------- ------- --------- --------
(Loss) income before minority interest (532) 216 515 (233)
Minority interest 193 -- -- 193
-------- ------- --------- --------
Net (loss) income $ (339) $ 216 $ 515 $ (40)
======== ======= ========= ========
Basic and diluted (loss) income per common
share $ (0.05) $ (0.01)
Weighted average shares outstanding
(thousands) 6,866 6,866
======== ========
</TABLE>
1) To eliminate the historical results of operations of the EMS
operation.
2) To reflect additional interest income earned from the proceeds from
the sale of the EMS operations. To reflect the reduction of interest
expense resulting from pay down of debt from the proceeds
3) from the sale of EMS operations. To reflect the tax effects related
to the elimination of the historical results of operations of
4) the EMS operations and the tax effect of the Other pro forma
adjustments
4
<PAGE>
(3) Pro forma consolidated condensed balance sheets (unaudited) as of March
31, 2000:
ELAMEX, S.A. DE C.V. AND SUBSIDIARIES
Pro Forma Consolidated Condensed Balance Sheets As of March 31, 2000
(In Thousands of U. S. Dollars, except per share amounts)
<TABLE>
<CAPTION>
Pro forma Adjustments
(Unaudited) Pro forma
Historical EMS (1) Other (Unaudited)
---------- ------- ----- -----------
<S> <C> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 8,917 $ $ 38,616(2(3 $ 47,533
Receivables 34,916 9,772 25,144
Inventories, net 19,181 12,247 6,934
Refundable income taxes 1,426 1,426
Prepaid expenses 1,648 76 1,572
--------- ------- --------- ----------
Total current assets 66,088 22,095 38,616 82,609
Property, plant and equipment, net 56,738 11,768 44,970
Goodwill 9,825 9,825
Other assets, net 553 553
--------- ------- --------- ----------
67,116 11,768 -- 55,348
$ 133,204 $33,863 $ 38,616 $ 137,957
========= ======= ========= ==========
Liabilities and Stockholders' Equity
Accounts payable $ 21,323 $ 4,192 $ 3,540(4 $ 20,671
Other current liabilities 20,196 5,314 -- 14,882
Long-term debt, excluding current portion 26,468 (9,212)(3 17,256
Other long term liabilities 642 -- 642
Minority interest 1,485 -- -- 1,485
Stockholders' equity:
Common stock, 22,400,000 authorized,
7,400,000
Shares issued and 6,866,100 outstanding 35,060 35,060
Retained earnings 30,548 19,931(5 50,479
Treasury stock (2,518) (2,518)
--------- ------- --------- ----------
Total stockholders' equity 63,090 -- 19,931 83,021
--------- ------- --------- ----------
$ 133,204 $ 9,506 $ 14,259 $ 137,957
========= ======= ========= ==========
</TABLE>
1) To eliminate the assets and liabilities of the EMS operations.
2) To reflect the cash proceeds of the sale of EMS operations of $38.6
million, net of tax payment of $3.4 million and escrow.
3) To reflect use of proceeds from the sale of the EMS operations to
pay down debt of $9.2 million.
4) To reflect transaction related expenses incurred
5) Represents the gain, net of applicable income taxes, from the sale
of the EMS operations and the transaction related expenses, net of
applicable income taxes.
5
<PAGE>
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, in Ciudad Juarez, Chihuahua, Mexico.
ELAMEX, S.A.de C.V.
Date: June 6, 2000 By: /s/ Hector Raynal
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Hector M. Raynal
President and Chief
Executive Officer
(Duly Authorized Officer)
Date: June 6, 2000 By: /s/ Daniel L. Johnson
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Vice-President of Finance and
Chief Financial Officer
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