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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended OCTOBER 1, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 0-4466
ARTESYN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation or organization)
59-1205269
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(I.R.S. Employer Identification No.)
7900 Glades Road, Suite 500, Boca Raton, Florida 33434
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 451-1000
NOT APPLICABLE
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Former name, address and fiscal year if changed since last report
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 ___
The number of shares of Common Stock, $.01 par value, of the Registrant issued
and outstanding as of October 30, 1999, was 37,228,350 shares.
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<PAGE>
ARTESYN TECHNOLOGIES, INC.
INDEX TO FORM 10-Q
PAGE
NUMBER
------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Statements of Operations - For the Thirteen
and Thirty-Nine Weeks Ended October 1, 1999 and
October 2, 1998 3
Statements of Financial Condition - October 1, 1999
and January 1, 1999 4
Statements of Cash Flows - For the
Thirty-Nine Weeks Ended October 1, 1999 and
October 2, 1998 5
Condensed Consolidated Statement of Shareholders' Equity
and Comprehensive Income- For the Thirty-Nine Weeks
Ended October 1, 1999 6
Notes to Condensed Consolidated Financial
Statements 7-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-16
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security Holders 17
Item 6. Exhibits and Reports on Form 8-K 17
Exhibit No. 27
SIGNATURES
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS THIRTY-NINE WEEKS
ENDED ENDED
OCTOBER 1, OCTOBER 2, OCTOBER 1, OCTOBER 2,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
SALES $ 152,793 $ 124,582 $ 438,336 $ 393,584
COST OF SALES 111,869 90,549 325,754 291,319
--------- --------- --------- ---------
GROSS PROFIT 40,924 34,033 112,582 102,265
--------- --------- --------- ---------
OPERATING EXPENSES
Selling, general and administrative 12,907 13,385 39,365 42,136
Research and development 9,224 8,413 27,464 25,657
Restructuring charge -- -- -- 7,189
--------- --------- --------- ---------
TOTAL OPERATING EXPENSES 22,131 21,798 66,829 74,982
--------- --------- --------- ---------
OPERATING INCOME 18,793 12,235 45,753 27,283
OTHER INCOME (EXPENSE):
Interest expense (913) (935) (2,338) (3,069)
Interest income 454 650 1,095 1,994
--------- --------- --------- ---------
(459) (285) (1,243) (1,075)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 18,334 11,950 44,510 26,208
PROVISION FOR INCOME TAXES 5,865 3,950 14,320 8,797
--------- --------- --------- ---------
NET INCOME $ 12,469 $ 8,000 $ 30,190 $ 17,411
========= ========= ========= =========
EARNINGS PER SHARE
Basic $ 0.33 $ 0.21 $ 0.81 $ 0.45
========= ========= ========= =========
Diluted $ 0.32 $ 0.20 $ 0.77 $ 0.42
========= ========= ========= =========
WEIGHTED COMMON AND COMMON EQUIVALENT SHARES
Basic 37,373 38,498 37,305 38,536
Diluted 39,295 40,394 39,097 40,981
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in Thousands Except Share Data)
<TABLE>
<CAPTION>
OCTOBER 1, JANUARY 1,
1999 1999
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $ 40,983 $ 41,525
Accounts receivable, net 91,554 88,828
Inventories 81,667 62,460
Prepaid expenses and other, net 11,922 12,517
--------- ---------
Total current assets 226,126 205,330
--------- ---------
PROPERTY, PLANT & EQUIPMENT, NET 84,694 75,032
--------- ---------
OTHER ASSETS
Goodwill, net 33,921 40,039
Other assets, net 5,309 4,991
--------- ---------
Total other assets 39,230 45,030
--------- ---------
$ 350,050 $ 325,392
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt and capital leases $ 2,120 $ 2,707
Accounts payable and accrued liabilities 99,248 81,653
--------- ---------
Total current liabilities 101,368 84,360
--------- ---------
LONG-TERM LIABILITIES
Long-term debt and capital leases 46,215 50,283
Other long-term liabilities 9,610 9,661
--------- ---------
Total long-term liabilities 55,825 59,944
--------- ---------
Total liabilities 157,193 144,304
--------- ---------
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01; 1,000,000 shares
authorized; none issued -- --
Common stock, par value $.01; 80,000,000 shares
authorized; 37,318,488 shares issued and outstanding at
October 1, 1999 (37,882,248 shares at January 1, 1999) 373 379
Additional paid-in capital 93,687 85,018
Retained earnings 106,553 99,128
Foreign currency translation adjustment (7,756) (3,437)
--------- ---------
Total shareholders' equity 192,857 181,088
--------- ---------
$ 350,050 $ 325,392
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
OCTOBER 1, OCTOBER 2,
1999 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 30,190 $ 17,411
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 15,086 12,511
Provision for restructuring charge -- 7,189
Other non-cash charges 8,032 3,126
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (5,530) 8,590
Increase in inventories and prepaid expenses (27,726) (5,974)
Increase (decrease) in accounts payable and accrued liabilities 21,890 (10,409)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 41,942 32,444
-------- --------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (24,358) (19,862)
Proceeds from sale of property, plant and equipment 108 485
Sale of RTP Corp. -- 2,150
(Increase) decrease in other assets 2,862 (191)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (21,388) (17,418)
-------- --------
FINANCING ACTIVITIES
Principal payments on debt and capital leases (20,260) (18,148)
Proceeds from revolving credit loans, net of costs 17,633 --
Repurchases and retirement of common stock (26,419) (15,481)
Proceeds from exercises of stock options 9,000 3,458
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (20,046) (30,171)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS (1,050) 428
-------- --------
DECREASE IN CASH AND EQUIVALENTS (542) (14,717)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 41,525 55,392
-------- -------
CASH AND EQUIVALENTS, END OF PERIOD $ 40,983 $ 40,675
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
5
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY AND
COMPREHENSIVE INCOME
For the Thirty-Nine Weeks Ended October 1, 1999
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL CURRENCY
COMMON STOCK PAID-IN RETAINED TRANSLATION COMPREHENSIVE
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT INCOME
--------- --------- --------- --------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1999 37,882 $ 379 $ 85,018 $ 99,128 $ (3,437)
Issuance of common stock under stock
option plans 1,009 10 8,990 -- --
Tax benefit from exercises of stock -- -- 3,317 -- --
options
Repurchases and retirement of common stock (1,573) (16) (3,638) (22,765)
Net income -- -- -- 30,190 -- $ 30,190
Other comprehensive income - foreign
currency translation adjustment, net
of tax benefit of $2,061 -- -- -- -- (4,319) (4,319)
---------
Comprehensive income $ 25,871
--------- --------- --------- --------- --------- =========
BALANCE, OCTOBER 1, 1999 37,318 $ 373 $ 93,687 $ 106,553 $ (7,756)
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
ARTESYN TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
OCTOBER 1, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have been
prepared in accordance with U.S. generally accepted accounting principles for
interim financial reporting and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Certain information and footnote disclosures required by
U.S. generally accepted accounting principles for complete audited financial
statements have been condensed or omitted.
In the opinion of management, the accompanying condensed consolidated financial
statements include all adjustments (consisting of normal recurring accruals)
considered necessary to present fairly in all material respects the financial
position, results of operations and cash flows of Artesyn Technologies, Inc.
(the "Company"). The results of operations for the thirteen and thirty-nine
weeks ended October 1, 1999 are not necessarily indicative of the results that
may be expected for the entire fiscal year 1999. These Condensed Consolidated
Financial Statements should be read in conjunction with the financial statements
and notes thereto included in the Company's 1998 Annual Report to Shareholders
on Form 10-K and the Company's Form 10-Q for the twenty-six week period ended
July 2, 1999.
Certain prior year amounts have been reclassified to conform with current year's
presentation.
2. INVENTORIES
The components of inventories are as follows ($000s):
October 1, January 1,
1999 1999
------- -------
Raw materials $43,024 $30,737
Work in process 12,420 10,097
Finished goods 26,223 21,626
------- -------
$81,667 $62,460
======= =======
3. PROPERTY, PLANT & EQUIPMENT, NET
Related accumulated depreciation was $79,203,000 and $69,779,000 at October 1,
1999 and January 1, 1999, respectively.
7
<PAGE>
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The components of accounts payable and accrued liabilities are as follows
($000s):
October 1, January 1,
1999 1999
------- -------
Accounts payable $50,969 $42,025
Accrued liabilities:
Compensation and benefits 16,620 13,543
Income taxes payable 10,303 8,296
Warranty reserve 5,637 4,897
Restructuring reserve 979 2,795
Other 14,740 10,097
------- -------
$99,248 $81,653
======= =======
5. RESTRUCTURING CHARGE
During the first quarter of fiscal year 1998, the Company recorded a $9.6
million pre-tax charge in connection with the Company's restructuring plan
following its merger with Zytec Corporation ("Zytec"). This amount was allocated
in the accompanying Consolidated Statements of Operations as follows: $7.2
million to Restructuring Charge and $2.4 million to Cost of Sales, the latter of
which related principally to inventory write-offs of duplicate product
development programs which were underway at the Company and Zytec prior to the
merger. The following table summarizes activity for the first nine months of
fiscal year 1999 and the remaining restructuring reserve balance of
approximately $1.0 million, which is included in accrued liabilities as of
October 1, 1999 ($000s):
Employee
Termination Facility
Benefits Closures
------- -------
Reserve balance at January 1, 1999 $ 1,150 $ 1,645
Cash payments (681) (1,135)
------- -------
Reserve balance at October 1, 1999 $ 469 $ 510
======= =======
As of October 1, 1999, the remaining employee termination benefits represent
severance pay and fringe benefits associated with the elimination of 25
positions.
The reserve for the facility closures includes leasehold termination payments,
service contracts obligations, and other exit costs associated with facilities
closed in Europe as further described in the financial statements and notes
included in the Company's 1998 Annual Report to Shareholders on Form 10-K.
With the exception of certain lease-related cash requirements (which are payable
through the first quarter of 2001), the remaining anticipated cash payments are
expected to be paid during the remainder of fiscal year 1999.
8
<PAGE>
6. INCOME TAXES
The provision for income taxes reflects federal, state, and foreign taxes. The
effective income tax rate on pretax earnings differs from that computed at the
United States federal statutory rate for the following reasons:
Thirty-Nine Weeks Ended
October 1, October 2,
1999 1998
------ ------
Provision computed at United States federal
statutory rate 35.0% 35.0%
Effect of state income taxes 3.2 2.7
Amortization of goodwill 0.3 0.4
Foreign tax effects (6.3) (1.5)
Change in the valuation allowance - (3.7)
Other - 0.7
======= =======
Effective tax rate 32.2% 33.6%
======= =======
7. COMPREHENSIVE INCOME
The components of the Company's comprehensive income are as follows ($000s):
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income $ 12,469 $ 8,000 $ 30,190 $ 17,411
Foreign currency translation adjustment 1,575 4,696 (6,380) 4,042
Tax (provision) benefit (504) (1,578) 2,061 (1,358)
-------- -------- -------- --------
1,071 3,118 (4,319) 2,684
-------- -------- -------- --------
Comprehensive income $ 13,540 $ 11,118 $ 25,871 $ 20,095
======== ======== ======== ========
</TABLE>
9
<PAGE>
8. EARNINGS PER SHARE
The following data show the amounts used in computing earnings per share ("EPS")
and the effects on income and the weighted-average number of shares of
potentially dilutive common stock. The reconciliation of the numerator and
denominator of the EPS calculation is presented below (000s except per share
data):
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 1, October 2, October 1, October 2,
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
BASIC EPS
Net income $12,469 $ 8,000 $30,190 $17,411
------- ------- ------- -------
Weighted average shares 37,373 38,498 37,305 38,536
------- ------- ------- -------
Per share - Basic $ 0.33 $ 0.21 $ 0.81 $ 0.45
======= ======= ======= =======
DILUTED EPS
Net income $12,469 $ 8,000 $30,190 $17,411
------- ------- ------- -------
Weighted average shares 37,373 38,498 37,305 38,536
Effect of dilutive items --Stock options 1,922 1,896 1,792 2,445
------- ------- ------- -------
39,295 40,394 39,097 40,981
------- ------- ------- -------
Per share- Diluted $ 0.32 $ 0.20 $ 0.77 $ 0.42
======= ======= ======= =======
Antidilutive weighted options 777 1,352 849 442
======= ======= ======= =======
</TABLE>
The above antidilutive weighted options to purchase shares of common stock were
not included in computing diluted earnings per share because their effects were
antidilutive for the respective periods.
9. SHAREHOLDERS' EQUITY
As part of the previously announced three-year up to 4.0 million share
repurchase program commenced in 1998, the Company repurchased 1,573,200 shares
of its common stock for a total purchase price of $26.4 million, during the
thirty-nine week period ended October 1, 1999. As of October 1, 1999, the
Company has repurchased 2,784,700 of the approved 4.0 million shares for a total
purchase price of approximately $45.8 million. All of such purchases were funded
with cash from operations. The excess of the cost of shares repurchased over par
value was allocated to additional paid-in capital based on the pro rata share
amount of additional paid-in capital for all outstanding shares with the
difference charged to retained earnings.
10
<PAGE>
10. CONCENTRATIONS AND FINANCIAL INSTRUMENTS
Although the Company seeks to diversify both its customer and market application
base, for the thirty-nine week period ended October 1, 1999, sales to three
customers amounted to 18%, 13%, and 13%, respectively, of sales.
The Company utilizes derivative financial instruments, including foreign
currency purchased option contracts and forward contracts, to reduce financial
market risks. These instruments are principally used to hedge foreign currency
market exposures of underlying assets and liabilities. The Company does not use
derivative financial instruments for speculative or trading purposes. The
Company's accounting policies for these instruments are based on the Company's
designation of such instruments as hedging transactions. The criteria the
Company uses for designating an instrument as a hedge include the instrument's
effectiveness in risk reduction and a one-to-one matching of derivative
instruments to underlying transactions. Gains and losses on currency forward
contracts that are designated and effective as hedges of anticipated
transactions, for which a firm commitment has been attained, are deferred and
recognized in income in the same period that the underlying transactions are
settled. Gains and losses on currency forward contracts that are designated and
effective as hedges of existing transactions are recognized in income in the
same period as losses and gains on the underlying transactions are recognized
and generally offset. Gains and losses on any instruments not meeting the above
criteria are recognized in income in the current period. The risk of loss
associated with purchased option contracts is limited to premium amounts paid
for the option contracts. The risk of loss associated with forward contracts is
equal to the exchange rate differential from the time a contract is entered into
until the time it is settled.
The Company transacts business in various foreign currencies, primarily Deutsche
Marks, Japanese Yen and certain other European currencies. The Company has
established balance sheet hedging programs to protect against reductions in
value and volatility of future cash flows caused by changes in foreign exchange
rates. At October 1, 1999, the Company's outstanding notional amounts for
currency forward contracts and purchased option contracts were approximately
$31.5 million and $14.0 million, respectively, maturing in three months. At
January 1, 1999, the Company's outstanding notional amount for currency forward
contracts was approximately $12.8 million. The Company did not enter into any
purchased option contracts during fiscal 1998.
11
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the third quarter of fiscal year 1999 increased 23% to $152.8 million
from $124.6 million reported for the comparable year-ago quarter. For the first
nine months of 1999, sales totaled $438.3 million, up 11% from $393.6 million
for the comparable nine-month period in 1998. Sales in 1999 have increased
principally as a result of higher volume shipments to major Original
Equipment Manufacturer ("OEM") customers in the networking and computing market
sectors.
Orders for the third quarter of 1999 grew to $164.7 million representing a 29%
increase over the $127.8 million received in the prior year's comparable
quarter. At October 1, 1999, the Company's order backlog was $127.2 million
compared to a backlog of $98.3 million at January 1, 1999.
The increased sales volume contributed in part to a higher gross margin in the
third quarter of 1999, which improved to 26.8% from the 25.3% reported in the
second quarter of 1999. This improvement was also principally attributable to a
more favorable sales mix of the Company's products and continued savings
achieved through material cost reductions and plant rationalizations. However,
gross margin for the third quarter of 1999 was slightly lower than the 27.3%
reported for the third quarter of 1998 primarily as a result of increased
competitive pricing involving high volume sales. Also, the current year-to-date
gross margin of 25.7% is lower than the 26.6% reported for the corresponding
nine-month period in 1998 (excluding the $2.4 million charge for write-off of
inventory in 1998 in connection with the Company's 1998 merger-related
restructuring plan) as savings from cost of materials and plant rationalizations
were more than offset by new product start-up costs. Gross margins were also
adversely impacted by the shift in sales mix to the Company's high-volume but
lower-margin OEM customers compared to the corresponding period last year.
Selling, general and administrative expenses were $12.9 million (or 8.4% of
sales) and $39.4 million (or 9% of sales) for the thirteen and thirty-nine weeks
ended October 1, 1999, respectively, compared to $13.4 million (or 10.7% of
sales) and $42.1 million (or 10.7% of sales), respectively, for the comparable
prior year periods. This decrease primarily reflects efficiencies gained from
the Company's merger with Zytec partially offset by expenses associated with
Year 2000 compliance and the implementation of the Company's new Enterprise
Resource Planning (ERP) computer information system.
The Company continued its long-term commitment to new products by investing $9.2
million in research and development activities during the third quarter of 1999
compared to $8.4 million in the comparable year ago quarter. During the
thirty-nine week period ended October 1, 1999, the Company invested $27.5
million in product development compared to $25.7 million for the corresponding
period in 1998. The Company believes that the timely introduction of new
technology and products is an important component of its competitive strategy
and anticipates future research and development spending will not significantly
differ from its historical trend as a percentage of sales of approximately 6%.
12
<PAGE>
Net income for the third quarter of 1999 was a record $12.5 million, or $0.32
per diluted share, improving 56% from the $8.0 million, or $0.20 per diluted
share, reported for the comparable year-ago quarter. For the first nine months
of 1999, net income was $30.2 million, or $0.77 per diluted share, compared to
$17.4 million, or $0.42 per diluted share, reported for the comparable year-ago
period, which included one-time $9.6 million pre-tax restructuring and inventory
charges taken in the first quarter of 1998 as a result of the merger with Zytec.
LIQUIDITY AND CAPITAL RESOURCES
At October 1, 1999, the Company's cash and equivalents decreased to $41.0
million from $41.5 million on January 1, 1999 as cash on hand, cash from
operations and $9.0 million proceeds from exercises of stock options funded
$26.4 million spent for repurchases of the Company's common stock, $24.4 million
for capital expenditures, and $2.6 million for principal debt repayments.
Accounts receivable increased to $91.6 million at October 1, 1999 from $88.8
million at January 1, 1999 due primarily to higher sales volume in the first
nine months of 1999 compared to the fourth quarter of 1998 partially offset by
productive collection efforts.
The significant increase in inventory levels from $62.5 million at January 1,
1999 to $81.7 million at October 1, 1999 was primarily attributable to
production planning to meet manufacturing lead times, investment in raw
materials to mitigate some lengthening of component procurement lead
times, expansion of inventory depots to better service customers,and anticipated
demand for new product introductions. As a result, inventory turnover decreased
to 5.2 turns at October 1, 1999 compared to 6.4 turns at January 1, 1999.
Capital expenditures for the first nine months of 1999 totaled $24.4
million primarily for the continued upgrade of facilities and equipment in
support of the Company's current operating activities including $10.1 million
related to the implementation of a new enterprise-wide ERP computer system. Such
capital expenditures were financed with cash on hand and cash generated from
operations. The Company's current overall commitment to fully implement the ERP
computer system is approximately $25 million of which approximately $22 million
is expected to be capitalized and amortized and approximately $3 million is
expected to be expensed as incurred. ERP costs incurred from inception to
October 1, 1999 totaled approximately $18 million, of which $17.3 million has
been capitalized and $700,000 was expensed.
At October 1, 1999, accounts payable increased $8.9 million, or 21%, from
January 1, 1999 due to increases in capital expenditures and materials purchases
as a result of the higher sales volume. As part of the previously announced
three-year, 4.0 million-share repurchase program, the Company repurchased an
additional 322,000 shares of its common stock for a total price of $7.1 million
during the third quarter of 1999. As of October 1, 1999, the Company has
repurchased 2.8 million of the approved 4.0 million shares for a total of
approximately $45.8 million. All of such purchases were funded with cash from
operations.
Cash provided by operations increased to $41.9 million for the thirty-nine weeks
ended October 1, 1999 from $32.4 million for the thirty-nine weeks ended October
2, 1998. The increase was primarily due to income from operations partially
offset by an increase in inventories, accounts payable and accrued liabilities.
Net cash used in investing activities for the thirty-nine weeks ended October 1,
1999 reflects capital expenditures of $24.4 million. Net cash used in investing
activities for the comparable period in 1998 includes purchases of plant and
equipment for $19.9 million partially offset by $2.2 million proceeds from the
sale of RTP Corp.
13
<PAGE>
Net cash used in financing activities for the thirty-nine weeks ended October 1,
1999 of $20.0 million reflects mainly the repurchase and retirement of 1,573,200
shares of the Company's common stock for $26.4 million, partially offset by $9.0
million in proceeds from stock option exercises. Net cash used in financing
activities of $30.2 million for the thirty-nine weeks ended October 2, 1998
reflects principally long-term debt and capital lease principal repayments,
including $4.4 million on the Company's seven-year term loan, $3.2 million on
its 6.9% mortgage note, and approximately $7.6 million on the Company's Austrian
subsidiary's revolving loans and notes payable partially offset by proceeds from
stock option exercises.
Effective December 31, 1998, the Company entered into a revolving credit
agreement with a syndicate of banks which provides a three-year, multi-currency
$200 million credit facility. The revolving facility, which expires on December
31, 2001, replaced the Company's previous $20 million credit line. The agreement
provides for various interest rate options on the facility based on London
Interbank Offering Rates plus .625% and includes a fee of .20% on the unused
balance, both payable quarterly. The agreement contains certain negative
covenants, which are typical of an agreement of this size and nature, that,
among other things, require the Company to maintain certain financial ratios and
limit the purchase, transfer or distribution of the Company's assets. On January
8, 1999, the Company's existing term loans totaling $46.4 million were repaid
from borrowings under this new revolving credit facility. Any amounts
outstanding under the facility are due on December 31, 2001. At October 1, 1999,
the Company had not repaid any portion of the amount outstanding under the
facility. The Company is in compliance in all material respects with the
agreement's covenants.
YEAR 2000 INITIATIVES AND EFFECTS
The Company has an internal Year 2000 project team to evaluate its internal
facilities, engineering and manufacturing processes, and business information
systems with respect to Year 2000 readiness and compliance. Included in this
evaluation are the Company's products and systems and potential impact of the
Company's significant suppliers and customers. The Company has been
communicating with its significant suppliers and customers to determine the
extent to which the Company might be vulnerable to those third parties' failures
to remedy their Year 2000 issues. The Company does not believe that it has
material exposure related to the Year 2000 issue for the products it has sold.
The Company's current product set is Year 2000 compliant. Some products from the
Communications Products division have Year 2000 product dependencies that are
described on the Company's Year 2000 internet web site (www.artesyn.com).
There are five phases that describe the Company's process in becoming Year 2000
compliant (awareness, assessment, remediation, validation, implementation). The
awareness, risk assessment, and contingency planning activities are complete.
Remediation of critical business systems was completed in October of 1999.
Validation and implementation are ongoing based on the Company's contingency and
remediation planning.
14
<PAGE>
The Company completed the replacement of its existing internal computer
systems to a new Year 2000 compliant ERP system throughout North America in July
of 1999. Year 2000 compliant upgrades for the existing computer systems in the
Company's Asia-Pacific locations were completed in July of 1999. All of the
Company's European locations existing computer systems maintenance upgrades were
completed in October of 1999. The cost to upgrade these systems has not been
material. The implementation of the new Year 2000 compliant ERP system for the
Company's European and Asia-Pacific locations is scheduled for completion by
mid-year 2000. The implementation and installation of the new ERP system was a
planned system change and is not deemed undertaken solely for the Company to
become Year 2000 compliant.
The total estimated costs, excluding the implementation of the ERP systems,
for achieving Year 2000 compliance is currently estimated at $3.0 million, of
which approximately $700,000 was incurred in 1998 and approximately $1.0 million
was incurred in the first nine months of 1999. Of the total estimated amount,
approximately $2.0 million is expected to be capitalized and approximately $1.0
million is expected to be expensed as incurred. The total estimated cost of
implementing the worldwide ERP systems is approximately $25 of which
approximately $22 million is expected to be capitalized and amortized and
approximately $3 million is expected to be expensed as incurred. ERP system
costs incurred in 1998 totaled approximately $7.9 million, of which $7.7 million
was capitalized and $200,000 was expensed. ERP system costs incurred for the
thirty-nine week period in 1999 totaled approximately $10.1 million, of which
$9.6 million was capitalized and $500,000 was expensed. The Company expects
these expenditures to be financed through operating cash flows or borrowings, at
the Company's discretion.
The Company believes that its Year 2000 plan is sufficient and that the Year
2000 issue will not pose significant operational problems. The primary potential
Year 2000 risks at this time are supplier and/or customer non-compliance. The
risk posed by suppliers to the Company is an interruption of material flow,
which would impact shipments and resultant revenue. The risk posed by customers
is a cancellation or delay in orders of products by customers who are not Year
2000 ready or whose costs to remedy Year 2000 issues may be so significant that
they cancel or delay orders. The Company believes that supplier risks are
mitigated by active supplier monitoring for Year 2000 compliance. In addition,
the Company has developed what it believes to be an adequate contingency plan,
which includes, among other things, alternative sourcing strategies and/or
maintenance of safety stock.
The Company has not been required to, and does not anticipate, deferring any
projects as a result of its Year 2000 preparation.
The estimates and conclusions set forth herein regarding Year 2000 compliance
contain forward-looking statements and are based on management's estimates of
future events and information provided by third parties. There can be no
assurance that such estimates and information will prove to be accurate. Risks
to completing the Year 2000 project include the availability of resources, the
Company's ability to discover and correct potential Year 2000 problems and the
ability of suppliers, customers and other third parties to bring their systems
into Year 2000 compliance.
15
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to the impact of interest rate changes and foreign
currency fluctuations. In the normal course of business, the Company employs
established policies and procedures to manage its exposure to changes in
interest rates and fluctuations in the value of foreign currencies using a
variety of derivative financial instruments. The Company attempts to manage the
interest rate risk on its variable rate debt instruments through use of interest
rate swaps pursuant to which the Company exchanges its floating rate interest
obligations for fixed rates. The fixing of the interest rates offsets
substantially all of the Company's exposure to the uncertainty of floating
interest rates during the term of the loans.
The Company has significant assets and operations in Europe and Asia and, as a
result, its financial performance could be affected by significant fluctuations
in foreign exchange rates. To mitigate potential adverse trends, the Company's
operating strategy takes into account changes in exchange rates over time.
Accordingly, the Company enters into currency forward contracts and purchased
option contracts to help protect the value of its existing foreign currency
assets, liabilities, commitments and anticipated foreign currency revenues. The
principal currencies hedged are the Japanese yen, the Deutsche mark, and the
Euro.
It is the Company's policy to enter into foreign currency and interest rate
transactions only to the extent considered necessary to meet its objectives as
stated above. The Company does not enter into foreign currency or interest rate
transactions for speculative purposes. The amount of any gain or loss on these
contracts has not been material in the past and was not material for the period
ended October 1, 1999.
FORWARD LOOKING STATEMENTS
Certain statements in this Form 10-Q constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
are based on the Company's current expectations with respect to future sales,
gross margins, operating efficiencies, research and development expenditures,
growth and working capital needs. Such statements involve risks and
uncertainties which may cause actual results to differ materially from those set
forth in these forward-looking statements. Factors that might affect such
forward-looking statements include, among others, general economic conditions,
growth and changes in the power supply and communications industries, changes in
customer mix, competitive factors and pricing pressures, changes in product mix,
changes in cost of goods, the uncertainty in the development and acceptance of
new products, ability to attract and retain customers including new OEM
communications customers, continued major OEM demand, ability to attract and
retain personnel, inventory risks due to shifts in market demand, changes in
absorption of manufacturing overhead, domestic and foreign regulatory approvals
and other risks described in the Company's various reports filed with the
Securities and Exchange Commission.
16
<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
In accordance with the Company's By-laws and Rules 14a-4(c) and 14a-5(e)
promulgated under the Securities Exchange Act of 1934, the Company hereby
notifies its stockholders that if the Company does not receive notice by
February 7, 2000 of a proposed matter to be submitted for stockholder vote at
the Company's 2000 Annual Meeting, then any proxies held by members of the
Company's management in respect of such Meeting may be voted in the discretion
of such management members on such matter, without any discussion of such
proposed matter in the proxy statement to be distributed in respect of such
Meeting. In addition, the Company's By-laws contain other restrictions regarding
the method by which a stockholder may present a matter to be submitted for
stockholder vote at the Company's Annual Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit No. 27 -- Financial Data Schedule.
(B) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the thirteen-week period
ended October 1, 1999.
17
<PAGE>
SIGNATURE
---------
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.
ARTESYN TECHNOLOGIES, INC.
--------------------------
(Registrant)
DATE: November 12, 1999 BY: /s/ Richard J. Thompson
-----------------------
Richard J. Thompson
Vice President Finance
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
primary EPS represents basic EPS under new FAS 128.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> OCT-01-1999
<CASH> 40,983
<SECURITIES> 0
<RECEIVABLES> 93,622
<ALLOWANCES> 2,068
<INVENTORY> 81,667
<CURRENT-ASSETS> 226,126
<PP&E> 163,897
<DEPRECIATION> 79,203
<TOTAL-ASSETS> 350,050
<CURRENT-LIABILITIES> 101,368
<BONDS> 46,215
0
0
<COMMON> 94,060
<OTHER-SE> 98,797
<TOTAL-LIABILITY-AND-EQUITY> 350,050
<SALES> 438,336
<TOTAL-REVENUES> 438,336
<CGS> 325,754
<TOTAL-COSTS> 325,754
<OTHER-EXPENSES> 66,829
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,338
<INCOME-PRETAX> 44,510
<INCOME-TAX> 14,320
<INCOME-CONTINUING> 30,190
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,190
<EPS-BASIC> 0.81
<EPS-DILUTED> 0.77
</TABLE>
