================================================================================
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 September 30, 2000
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.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
59-1205269 7900 Glades Road, Suite 500, Boca Raton, FL
(I.R.S. Employer (Address of principal executive offices)
Identifications Number)
(561) 451-1000 33434
(Registrant's phone number, including area code) (Zip Code)
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 27, 2000 was 38,098,115 shares.
================================================================================
<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 September 29, 2000 and October 1, 1999 3
Statements of Financial Condition - September 29, 2000
and December 31, 1999 4
Statements of Cash Flows - For the
Thirty-Nine Weeks Ended September 29, 2000 and October 1, 1999 5
Statement of Shareholders' Equity and Comprehensive
Income - For the Thirty-Nine Weeks Ended
September 29, 2000 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
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K 17
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 Ended Thirty-Nine Weeks Ended
--------------------------------- ----------------------------------
September October 1, September 29, October 1,
29, 2000 1999 2000 1999
--------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C>
Sales $182,493 $152,793 $506,434 $438,336
Cost of Sales 132,221 111,869 369,948 325,754
--------------- -------------- ---------------- --------------
Gross Profit 50,272 40,924 136,486 112,582
--------------- -------------- ---------------- --------------
Expenses
Selling, general &
administrative 16,167 12,360 46,136 37,701
Research & development 11,799 9,224 32,990 27,464
Amortization of goodwill 1,903 547 4,322 1,664
--------------- -------------- ---------------- --------------
29,869 22,131 83,448 66,829
--------------- -------------- ---------------- --------------
Operating Income 20,403 18,793 53,038 45,753
--------------- -------------- ---------------- --------------
Other Income (Expense)
Interest expense (1,367) (913) (3,697) (2,338)
Interest income 461 454 1,319 1,095
--------------- -------------- ---------------- --------------
(906) (459) (2,378) (1,243)
--------------- -------------- ---------------- --------------
Income before Income Taxes 19,497 18,334 50,660 44,510
Provision for Income Taxes 6,391 5,865 16,363 14,320
--------------- -------------- ---------------- --------------
Net Income $ 13,106 $ 12,469 $ 34,297 $ 30,190
=============== ============== ================ ==============
Earnings per Share
Basic $ 0.35 $ 0.33 $ 0.92 $ 0.81
=============== ============== ================ ==============
Diluted $ 0.33 $ 0.32 $ 0.88 $ 0.77
=============== ============== ================ ==============
Common and Common
Equivalent Shares
Outstanding
Basic 37,914 37,373 37,476 37,305
Diluted 40,119 39,295 39,187 39,097
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
3
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Amounts in Thousands Except Share Data)
(Unaudited)
<TABLE>
<CAPTION>
September 29, December 31,
2000 1999
------------------ ------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and equivalents $ 30,789 $ 37,562
Accounts receivable, net 126,512 90,334
Inventories 120,919 89,370
Prepaid expenses and other 6,363 5,263
Deferred income taxes, net 9,863 9,866
------------------ ------------------
Total current assets 294,446 232,395
------------------ ------------------
Property, Plant & Equipment, net 96,344 88,468
------------------ ------------------
Other Assets
Goodwill, net 63,445 32,436
Other assets 5,232 5,751
------------------ ------------------
Total other assets 68,677 38,187
------------------ ------------------
$459,467 $359,050
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 5,938 $ 1,956
Accounts payable and accrued liabilities 130,159 102,802
------------------ ------------------
Total current liabilities 136,097 104,758
Long-term debt 67,475 44,154
Other long-term liabilities 17,488 10,226
------------------ ------------------
Total liabilities 84,963 54,380
------------------ ------------------
Total liabilities 221,060 159,138
------------------ ------------------
Shareholders' Equity
Preferred stock, par value $.01; 1,000,000 shares authorized;
none issued -- --
Common stock, par value $.01; 80,000,000 shares authorized;
38,088,770 issued and outstanding at September 29, 2000
(37,126,630 shares at December 31, 1999) 381 371
Additional paid-in capital 113,718 94,465
Retained earnings 143,630 114,510
Foreign currency translation adjustment (19,322) (9,434)
------------------ ------------------
Total shareholders' equity 238,407 199,912
------------------ ------------------
$459,467 $359,050
================== ==================
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
4
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
September 29, October 1,
2000 1999
------------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 34,297 $30,190
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 19,444 15,086
Other non-cash charges 14,571 8,032
Changes in operating assets and liabilities:
Accounts receivable (41,381) (5,530)
Inventories and prepaid expenses and other (45,675) (27,726)
Accounts payable and accrued liabilities 33,939 21,890
------------- -----------
Net Cash Provided by Operating Activities 15,195 41,942
------------- -----------
INVESTING ACTIVITIES:
Purchases of property, plant and equipment (25,965) (24,358)
Proceeds from sale of property, plant and equipment 1,395 108
Purchase of Spider Software Limited, net of cash acquired (27,948) --
Purchase of Azcore Technologies, Inc., net of cash acquired (5,800) --
Decrease in other assets -- 2,862
------------- -----------
Net Cash Used in Investing Activities (58,318) (21,388)
------------- -----------
FINANCING ACTIVITIES:
Principal payments on debt and capital leases (8,479) (20,260)
Proceeds from revolving credit loans, net of costs 38,933 17,633
Repurchases and retirement of common stock (5,373) (26,419)
Proceeds from exercises of stock options 13,622 9,000
------------- -----------
Net Cash Provided by (Used in) Financing Activities 38,703 (20,046)
------------- -----------
Effect of Exchange Rate Changes on Cash and Equivalents (2,353) (1,050)
------------- -----------
Decrease in Cash and Equivalents (6,773) (542)
Cash and Equivalents, Beginning of Period 37,562 41,525
------------- -----------
Cash and Equivalents, End of Period $30,789 $40,983
============= ===========
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
5
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
For the Thirty-Nine Weeks Ended September 29, 2000
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Foreign
Common Stock Additional Currency Compre-
------------ Paid-in- Retained Translation hensive
Shares Amount Capital Earnings Adjustment Income
------------ ------------- --------------- ------------ --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1999 37,127 $ 371 $ 94,465 $ 114,510 $ (9,434)
Issuance of common
stock under stock
option plans 1,265 13 13,606
Tax benefit from
exercises of stock
options 6,414
Repurchases and
retirement of
common stock (303) (3) (767) (5,177)
Net income 34,297 $34,297
Other comprehensive
income - foreign
currency translation
adjustment, net of
tax benefit of $4,717 (9,888) (9,888)
-----------
Comprehensive
income $24,409
------------ ------------- --------------- ------------ --------------- ===========
Balance, September 29,
2000 38,089 $ 381 $113,718 $143,630 $(19,322)
============ ============= =============== ============ ===============
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated financial statements.
6
<PAGE>
Artesyn Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
September 29, 2000
(Unaudited)
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been
prepared in accordance with accounting principles generally accepted in the
United States 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 accounting principles generally accepted in the United
States for complete 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 the financial position, results of
operations and cash flows of Artesyn Technologies, Inc. ("Artesyn"). The results
of operations for the thirteen and thirty-nine weeks ended September 29, 2000
are not necessarily indicative of the results that may be expected for the
entire fiscal year 2000. In addition, these Condensed Consolidated Financial
Statements should be read in conjunction with the consolidated financial
statements and notes thereto included in Artesyn's 1999 Annual Report on Form
10-K.
Certain prior year amounts have been reclassified to conform with the current
year's presentation.
2. Inventories
The components of inventory are as follows ($000s):
September 29, December 31,
2000 1999
--------------- ---------------
Raw materials $66,380 $43,220
Work-in-process 14,448 12,475
Finished goods 40,091 33,675
--------------- ---------------
$120,919 $89,370
=============== ===============
3. Property Plant & Equipment, Net
Related accumulated depreciation was $92.9 million and $81.6 million at
September 29, 2000 and December 31, 1999, respectively.
7
<PAGE>
4. Accounts Payable and Accrued Liabilities
The components of accounts payable and accrued liabilities are as follows
($000s):
September 29, December 31,
2000 1999
---------------- ---------------
Accounts payable $ 70,581 $ 50,065
Accrued liabilities:
Compensation and benefits 19,252 16,661
Income taxes payable 13,250 17,334
Warranty reserve 8,014 6,015
Commissions 2,208 1,860
Other 16,854 10,867
---------------- ---------------
$130,159 $ 102,802
================ ===============
At September 29, 2000 and December 31, 1999, other accrued liabilities consisted
primarily of accruals for professional fees, consulting, subcontracting fees,
interest and other taxes. Additionally included is a reserve balance of
approximately $440,000, comprised of $256,000 for employee termination benefits
and $184,000 for facility closures and is included in other accrued liabilities
from Artesyn's restructuring plan. Cash payments for facility closures and
termination benefits totaled $85,000 and $38,000 for the thirty-nine weeks ended
September 29, 2000. 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 incurred in fiscal year
2000.
5. Acquisitions
Effective March 27, 2000, Artesyn acquired 100% of the capital stock of Spider
Software Limited ("Spider"). The purchase price included approximately $33
million of fixed cash payments, of which $28 million was paid in the first
quarter of 2000 and the remaining $5 million will be paid in equal installments
in March 2002 and March 2003. Up to $11 million of additional contingent
consideration is to be paid based on Spider's ability to achieve certain
earnings targets through March 2003. Spider supplies embedded telecommunications
and networking software to the communications market place.
On August 4, 2000, Artesyn acquired all of the capital stock of Azcore
Technologies, Inc. ("Azcore") based in Tucson, Arizona. The purchase price
consisted of a $5.8 million cash payment, net of cash acquired, made in the
third quarter of 2000 and additional contingent payments of up to $8.0 million
if Azcore's products meet certain developmental milestones. These payments are
expected to be made by the second quarter of 2001. Azcore has certain products
and technology in development that Artesyn believes compliment and enhance its
current product offerings and provide significant long-term growth
opportunities.
Both acquisitions were accounted for under the purchase method of accounting.
Accordingly, goodwill of approximately $34.0 million related to Spider and $6.0
million related to Azcore was recorded, representing the excess of the purchase
price over the estimated fair value of the net assets acquired and transaction
costs. The goodwill related to the Spider and Azcore transactions is being
amortized on a straight-line basis over a period of six and twenty years,
respectively. The results of operations of both companies have been included in
Artesyn's consolidated financial statements from the date of acquisition. The
following unaudited pro forma information combines the consolidated results of
operations of Artesyn, Spider and Azcore as if the acquisitions had occurred at
the beginning of the periods presented.
8
<PAGE>
<TABLE>
<CAPTION>
Unaudited Consolidated Pro Forma Information
($000 Except per share data)
-------------------------------------------------------------------
Thirteen Weeks Ended Thirty-Nine Weeks
-------------------------------- -------------------------------
September 29, October 1, September 29, October 1,
2000 1999 2000 1999
-------------- -------------------------------- -------------
<S> <C> <C> <C> <C>
Sales $182,493 $153,568 $507,601 $440,648
Net income 13,056 10,447 31,842 23,265
Earnings per share - Basic 0.35 0.28 0.85 0.62
Earnings per share - Diluted 0.33 0.27 0.82 0.59
</TABLE>
The unaudited consolidated pro forma results have been prepared for comparative
purposes only and include certain adjustments, such as additional amortization
expense resulting from goodwill, increased interest expense on the acquisition
debt, and related income tax effects. The combined pro forma results do not
purport to be indicative of results that would have occurred had the combination
been in effect for the periods presented, nor do they purport to be indicative
of the results that will be obtained in the future.
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
-------------------------------------
September 29, October 1,
2000 1999
----------------- -----------------
Provision computed at United
States federal statutory rates 35.0% 35.0%
Amortization of goodwill 0.3 0.3
Foreign tax effects (6.3) (6.3)
Effect of state income taxes 3.2 3.2
Other 0.1 --
----------------- -----------------
Effective tax rate 32.3% 32.2%
================= =================
7. Comprehensive Income
The components of Artesyn's comprehensive income are as follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks
-------------------------------- -------------------------------
September 29, October 1, September 29, October 1,
2000 1999 2000 1999
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Net income $13,106 $12,469 $34,297 $17,721
Foreign currency translation
adjustment (9,034) 1,575 (14,605) (7,962)
Tax benefit (provision) 3,113 (504) 4,717 2,572
-------------- -------------- -------------- -------------
(5,921) 1,071 (9,888) (5,390)
-------------- -------------- -------------- -------------
Comprehensive income $7,185 $13,540 $24,409 $12,331
============== ============== ============== =============
</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 potential
dilutive common stock. The reconciliation of the numerator and denominator of
the EPS calculation is presented below (000's except per share data and
anti-dilutive weighted options).
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks
-------------------------------- -------------------------------
September 29, October 1, September 29, October 1,
2000 1999 2000 1999
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Basic EPS
Net income $13,106 $12,469 $34,297 $30,190
-------------- -------------- -------------- -------------
Weighted average shares 37,914 37,373 37,476 37,305
-------------- -------------- -------------- -------------
Per share - Basic $0.35 $0.33 $0.92 $0.81
============== ============== ============== =============
Diluted EPS
Net income $13,106 $12,469 $34,297 $30,190
-------------- -------------- -------------- -------------
Weighted average shares 37,914 37,373 37,476 37,305
Effect of dilutive items -
Stock options 2,205 1,922 1,711 1,792
-------------- -------------- -------------- -------------
40,119 39,295 39,187 39,097
-------------- -------------- -------------- -------------
Per share- Diluted $0.33 $0.32 $0.88 $0.77
============== ============== ============== =============
Anti-dilutive weighted options 430 777,495 202,204 849,366
============== ============== ============== =============
</TABLE>
The above anti-dilutive weighted options to purchase shares of common stock were
not included in computing diluted earnings per share because their inclusion
would be anti-dilutive for the respective periods.
9. Shareholders' Equity
As part of the previously announced three-year share repurchase program
implemented in 1998, Artesyn repurchased 302,500 shares of its common stock for
a total of approximately $6.0 million, during the first three quarters of 2000.
To date, Artesyn has repurchased approximately 3.4 million of the approved 4.0
million shares for a total of approximately $57.2 million, which was 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. Derivative Financial Instruments
Artesyn transacts business in various foreign currencies, primarily Irish punts,
German marks, Japanese yen and other European currencies. Artesyn 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. As of September 29, 2000, Artesyn's outstanding notional amount for
currency forward contracts and purchased option contracts was approximately
$20.9 million and $14.0 million, respectively, maturing in three months. The
fair value of these instruments as of September 29, 2000 was $19.5 million and
$12.9 million. respectively. At December 31, 1999, Artesyn's outstanding
notional amount for currency forward contracts and purchased option contracts
was approximately $27.2 million and $39.9
10
<PAGE>
million, respectively, maturing in three to twelve months. Gains and losses on
contracts are recognized in income in the same periods as the gains and losses
on the underlying transactions are recognized, making the net effect immaterial
to Artesyn's results. Deferred gains or losses attributable to the foreign
currency instruments are not material.
11
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
For the Thirteen and Thirty-Nine Weeks Ended September 29, 2000 compared to the
Thirteen and Thirty-Nine Weeks Ended October 1, 1999
Sales. Sales for Artesyn for the third quarter of fiscal year 2000 were $182.5
million compared to $152.8 million for the comparable period in 1999, an
increase of $29.7 million or 19%. Sales for the thirty-nine weeks ended
September 29, 2000 increased $68.1 million, or 16%, from $438.3 million in 1999
to $506.4 million in 2000. The increase is primarily the result of strong demand
from original equipment manufacturers ("OEM") for networking and communications
products. In addition, there has been a significant increase in sales to
distribution customers, which market Artesyn's standard products to individual
manufacturers in a variety of industries.
Customer demand remained strong in the third quarter of 2000 in comparison to
1999. Orders for the third quarter of 2000 grew to $196.0 million representing a
19% increase over the $164.7 million of orders received in the prior year's
comparable quarter. For the thirty-nine weeks ended September 29, 2000, orders
increased $149.4 million, or 32%, from $468.9 million in 1999 to $618.3 million
in 2000. At September 29, 2000, Artesyn's order backlog was $247.1 million
compared to a backlog of $140.4 million at December 31, 1999, representing a 76%
increase. Backlog consists of purchase orders on hand having delivery dates
scheduled within the next six months.
During the third quarter of 2000, Artesyn continued to experience an
interruption in the supply of certain key components used to manufacture certain
products, reducing sales by preventing Artesyn from fulfilling orders that had
been booked. Proper resource management helped to lessen the impact of the
interruption, and the disruptions that were encountered, which included delayed
product shipments and cancelled orders, were not significant. The availability
of these components may continue to reduce Artesyn's level of sales for the rest
of 2000, although the magnitude of its effect is unknown. Artesyn will continue
to work with its suppliers and continue to identify new sources for its
components in order to help lessen the impact of the supply interruption.
Based on the level of orders and backlog Artesyn continues to experience,
Artesyn expects its revenue to continue to increase for the remainder of 2000,
although the component availability issue previously discussed will continue to
have a negative effect on reported results. Artesyn continues to anticipate
increases in revenue over comparable 1999 periods for the remainder of the
fiscal year due to the strong demand from networking and communications
customers.
Gross Margin. Gross margin as a percent of revenue for the third quarter of 2000
increased to 27.5% compared to 26.8% for the third quarter of 1999. For the
thirty-nine weeks ended September 29, 2000, gross margin as a percent of revenue
was 27.0%, an increase from 25.7% in the comparable 1999 period. The increase in
gross margin as a percent of revenue is primarily the result of a favorable
change in the sales mix of Artesyn's products. For both the thirteen and
thirty-nine weeks ended, sales of single board computers and protocol software
along with sales of standard power products increased as a percent of total
sales over comparable periods in 1999. Sales of these products generally yield
higher gross margins than other products offered by Artesyn.
In addition, Artesyn's acquisition of Spider Software, Ltd. ("Spider") in the
first quarter of 2000 caused gross margin as a percent of revenue to increase in
2000 compared to 1999. While the inclusion of Spider's total revenue is not
material to the results of Artesyn in the thirteen or thirty-nine weeks ended
September 29, 2000, the nature of Spider's software business dictates that most
of its costs are classified as operating
12
<PAGE>
expenses as opposed to cost of sales, resulting in higher gross margin as a
percent of sales. Without Spider, the gross margin percent for the quarter and
the year-to-date were 27.1% and 26.6%, respectively.
The component availability issue previously discussed also has negatively
impacted gross margin. As the required components become scarce, suppliers have
increased the prices paid for these items. Artesyn experienced increases in
prices for these components in the third quarter of 2000 and expects this trend
to continue for the rest of fiscal year 2000. However, management expects the
sales mix of Artesyn's products to be a more significant factor than the
negative impact of the component price increases, resulting in the expectation
that the comparison of gross margin percent will continue to be favorable when
compared to 1999 periods.
Operating Expenses. Selling, general and administrative expenses, which exclude
the amortization of goodwill, were $16.2 million (or 8.9% of sales) in the third
quarter of 2000 compared to $12.4 million (or 8.1% of sales) for the comparable
prior year period. For the thirty-nine weeks ended September 29, 2000, selling,
general and administrative expenses were $46.1 million (or 9.1% of sales)
compared to $37.7 million (or 8.6% of sales) for the comparable prior year
period. These increases are primarily the result of expenses related to the
implementation of Artesyn's new enterprise wide resource planning ("ERP") system
and the inclusion of the results of Spider. In addition, operating expenses were
significantly impacted by an increase in the amount of commissions paid in 2000
in comparison with 1999, due to the increase in total sales and the increase in
sales of standard power products and single board computers as a percent of
total. These products generally require higher commission rates than sales of
other products.
Artesyn maintained its significant investment in research and development which
totaled $11.8 million, or 6.5% of sales, in the second quarter of 2000 compared
to $9.2 million, or 6.0% of sales, for the third quarter of 1999. For the first
three-quarters of the year, research and development expenses totaled $33.0
million, or 6.5% of sales, in 2000 and $27.5 million, or 6.3% of sales, in 1999.
Artesyn believes that the timely introduction of new technology and products is
an important component of its competitive strategy. In early 2000, Artesyn
announced plans to increase research and development spending during 2000 in
order to accelerate the introduction of new products into the market. The
incremental spending, which includes expenses incurred by Azcore Technologies,
Inc. ("Azcore") for the continued development and commercialization of its
technology, is expected to maintain its current level of research and
development expenses as a percentage of sales for the remainder of 2000. The
increased spending is contingent on Artesyn's ability to hire qualified
engineers in a highly competitive market.
Amortization of Goodwill. Amortization expense for the third quarter of 2000 was
$1.9 million, an increase of $1.4 million, or 248%, over the third quarter of
1999. For the thirty-nine weeks ended September 30, 2000, amortization expense
increased $2.7 million, or 160%, over the comparable 1999 period. These
increases were the result of the inclusion of amortization expense related to
acquisitions of Spider and Azcore.
Interest Expense. Interest expense in the third quarter of 2000 increased from
$0.5 million in 1999 to $0.9 million in 2000, an increase of 97%. For the
thirty-nine weeks ended September 29, 2000, interest expense increased $1.1
million, or 91%, from $1.2 million in 1999 to $2.4 million in 2000. These
increases were primarily the result of additional outstanding borrowing related
to the acquisition of Spider.
Net Income. Net income for the third quarter of 2000 was $13.1 million, or $0.33
per diluted share, compared to $12.5 million, or $0.32 per diluted share, for
the comparable year-ago quarter. For the thirty-nine weeks ended, net income was
$34.3 million, or $0.88 per diluted share, in 2000, compared to $30.2 million,
or $0.77 per diluted share, in 1999.
Acquisition. On August 4, 2000, Artesyn acquired all of the capital stock of
Azcore, based in Tucson, Arizona. The purchase price consisted of a $5.8 million
cash payment, net of cash required, made in the third quarter of 2000
13
<PAGE>
and additional contingent payments of up to $8.0 million if Azcore's products
meet certain developmental milestones. These payments are expected to be made by
the second quarter of 2001. Azcore has certain products and technology in
development that Artesyn believes compliment and enhance its current product
offerings and provide significant long-term growth opportunities. The
acquisition was accounted for under the purchase method of accounting.
Accordingly, goodwill of approximately $6.0 million was recorded, representing
the excess of the purchase price over the estimated fair value of the net assets
acquired and transaction costs. The goodwill is being amortized on a
straight-line basis over a period of twenty years. The results of Azcore's
operations have been included in Artesyn's consolidated financial statements
from the date of acquisition
Liquidity and Capital Resources
At September 29, 2000, Artesyn's cash and equivalents decreased to $30.8 million
from $37.6 million on December 31, 1999. This decrease was the result of cash
from operations, $13.6 million in proceeds from exercises of stock options and
the issuance of $38.9 million of long term debt offset by $5.4 million spent for
repurchases of Artesyn's common stock, $26.0 million for capital expenditures,
$8.5 of principal debt repayments and $33.7 million for the purchases of Spider
and Azcore, net of cash acquired.
Cash provided by operations decreased to $15.2 million for the thirty-nine weeks
ended September 29, 2000 compared with $41.9 million provided in the same period
in 1999. Cash from operations was impacted by a significant increase in accounts
receivable and inventory in 2000. Accounts receivable increased $41.4 million
and inventory increased $44.7 million in 2000. These increases were the result
of Artesyn's increased level of business activity and circumstances related to
the availability of components, as previously discussed. The availability of
components affected Artesyn's ability to complete certain orders, resulting in
increases to raw material and work-in-process inventory. The increases in
accounts receivable and inventory were somewhat offset by increases in accounts
payable and accrued liabilities of $33.9 million.
Capital expenditures for the first three-quarters of 2000 totaled $26.0 million
primarily for the continued upgrade of facilities and equipment in support of
Artesyn's current operating activities, including $4.2 million related to the
implementation of the new ERP system. Artesyn's current overall commitment to
fully implement the ERP system is approximately $27 million, of which
approximately $24 million is to be capitalized and amortized and $3 million is
to be expensed as incurred. The overall commitment, which was commenced in 1997,
is expected to be incurred over a three year period. As of September 29, 2000,
$24.1 million of total commitment had been incurred, approximately $22.7 million
of which had been capitalized and $1.4 million had been expensed.
Artesyn expects a significant increase in capital expenditures in the fourth
quarter of 2000 in comparison with the amount reported for the other quarters of
the year. Artesyn spent approximately $8.2 million, $7.8 million and $10.0
million in capital expenditures for the first three quarters of 2000,
respectively. Management expects the fourth quarter to be significantly higher,
in the $15.0 to $20.0 million range, due to the additional investment Artesyn
currently expects to make in equipment and facilities to promote higher revenue
growth. Management expects that full year capital expenditures for 2000 will
exceed $40 million (including amounts related to the ERP system).
Spider was acquired for approximately $33.0 million of fixed cash payments and
approximately $11.0 million of contingent consideration based on Spider's
ability to achieve certain earnings targets through March 2003, which will be
made annually if the specified earn out targets are met. Cash payments of $28.0
million were paid in the first quarter of 2000 and the remaining fixed cash
payments of $5.0 million will be paid in equal installments in March 2002 and
March 2003.
Azcore was acquired for approximately $5.8 million of fixed cash payments and up
to $8.0 million in
14
<PAGE>
contingent consideration based on certain products related to Azcore's
technology reaching milestones toward their commercialization. Artesyn expect
these payments will be made in the fourth quarter of 1999 and the first two
quarters of 2001.
Net cash provided in financing activities of $38.7 million for the thirty-nine
weeks ended September 30, 2000 reflects net proceeds from revolving credit loans
less principal payments on capital leases of $30.5 million and $13.6 million in
proceeds from stock option exercises partially offset by the repurchase and
retirement of 302,500 shares of Artesyn's common stock for $5.4 million. Net
cash used in financing activities of $20.0 million for the thirty-nine weeks
ended October 2, 1999 reflects mainly the repurchase and retirement of 1,573,200
shares of Artesyn's common stock for $26.4 million partially offset by $9.0
million in proceeds from stock option exercises.
Effective December 31, 1998, Artesyn entered into a revolving credit agreement
with a syndicate of banks which provided a three-year, multi-currency $200
million credit facility. The revolving facility, which expires on December 31,
2001, provides for various interest rate options on the facility based on London
Interbank Offering Rates ("LIBOR") 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 Artesyn to maintain certain financial ratios and
limit the purchase, transfer or distribution of company assets. During the first
half of 2000, Artesyn borrowed an additional $39 million under the revolving
credit facility of which $28 million was used to finance the acquisition of
Spider. Any amounts outstanding under the facility are due on December 31, 2001.
Artesyn is in compliance in all material respects with the agreement's
covenants.
Based on current plans and business conditions, Artesyn believes that its cash
and equivalents, its available credit line, cash generated from operations, and
other financing activities are expected to be adequate to meet capital
expenditures, working capital requirements, debt and capital lease obligations,
contingent payments related to acquisitions, and operating lease commitments for
the next twelve months.
Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities. SFAS
133 will require Artesyn to record all derivatives as either assets or
liabilities in the Consolidated Statement of Financial Position and measure
those instruments at fair value. The accounting for changes in the fair value
depends on the intended use of the derivative and the resulting designation. The
impact of SFAS 133 on Artesyn's financial statements will depend on a variety of
factors, including future interpretative guidance from the FASB, the future
level of forecasted and actual foreign currency transactions, the extent of
Artesyn's hedging activities, the types of hedging instruments used and the
effectiveness of such instruments. However, given Artesyn's current use of
derivatives and hedging activities, management does not believe the effect of
adopting SFAS 133 will be material to its consolidated financial statements.
In June 1999, the FASB issued SFAS 137, "Accounting for Derivative Instruments
and Hedging Activities-Deferral of the Effective Date of FASB Statement 133."
The Statement defers the effective date of SFAS 133 to fiscal 2001 at which time
adoption is planned.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an Amendment of SFAS No. 133." The
statement establishes accounting and reporting standards for derivative
instruments, including certain derivative investments embedded in other
contracts, and for hedging activities. In addition, SFAS No. 138 addresses a
limited number of issues causing implementation difficulties for numerous
entities that apply SFAS No. 133 and amends the accounting and reporting
standards of SFAS No. 133 for certain derivative instruments and certain hedging
activities. As a
15
<PAGE>
result of SFAS No. 137, Artesyn has deferred the adoption of both SFAS No. 133
and SFAS No. 138 until fiscal 2001. Management does not believe the adoption of
SFAS No. 138 will have a material effect on consolidated financial statements.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 "Revenue
Recognition" ("SAB No. 101"), which provides guidance on the recognition,
presentation, and disclosure of revenue in financial statements filed with the
SEC. SAB No. 101 outlines the basic criteria that must be met to recognize
revenue and provides guidance for disclosure related to revenue recognition
policies. Management believes Artesyn's revenue recognition practices are in
conformity with the guidelines prescribed in SAB No. 101.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Artesyn is exposed to the impact of interest rate changes and foreign currency
fluctuations. In the normal course of business, Artesyn 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. Artesyn manages its interest rate risk on its variable
rate debt instruments through use of interest rate swaps pursuant to which
Artesyn exchanges its floating rate interest obligations for fixed rates. The
fixing of the interest rates offsets Artesyn's exposure to the uncertainty of
floating interest rates during the term of the loans.
Artesyn 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, Artesyn's
operating strategy takes into account changes in exchange rates over time.
Accordingly, Artesyn enters into various forward contracts that change in value
as foreign exchange rates change to 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 Irish punt.
It is Artesyn's policy to enter into foreign currency and interest rate
transactions only to the extent considered necessary to meet its objectives as
stated above. Artesyn does not enter into foreign currency or interest rate
transactions for speculative purposes.
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 Artesyn's current expectations with respect to future sales,
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, the
timely development and acceptance of new products, the availability of
components used in the manufacture of products, ability to attract and retain
customers including new OEM communications customers, 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 Artesyn's various reports filed with the Securities
and Exchange Commission.
16
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No.
-----------
10.1 Acquisition agreement, dated July 31, 2000, by and among
ARTESYN TECHNOLOGIES, INC., ARTESYN NORTH AMERICA, INC, AND
AZCORE TECHNOLOGIES, INC.
10.2 Product Development and Technology Transfer Agreement, dated
as of this May 12, 2000, ARTESYN NORTH AMERICA, INC., a
Delaware corporation, and E-POWER CO., LTD., a company
organized and existing under the laws of the Peoples Republic
of China
27 Financial Data Schedule
(b) Reports on Form 8-K
Artesyn did not file any reports on Form 8-K during the thirteen-week
period ended September 29, 2000.
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 14, 2000 BY: /s/ Richard J. Thompson
---------------------------------
Richard J. Thompson
Vice President Finance
Chief Financial Officer
18
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
10.1 Acquisition agreement, dated July 31, 2000, by and among
ARTESYN TECHNOLOGIES, INC., ARTESYN NORTH AMERICA, INC, AND
AZCORE TECHNOLOGIES, INC.
10.2 Product Development and Technology Transfer Agreement, dated
as of this May 12, 2000, ARTESYN NORTH AMERICA, INC., a
Delaware corporation, and E-POWER CO., LTD., a company
organized and existing under the laws of the Peoples Republic
of China
27 Financial Data Schedule
