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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 June 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
Identifications Number) executive offices)
(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 July 31, 2000 was 37,842,755 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 Twenty-Six
Weeks Ended June 30, 2000 and July 2, 1999 3
Statements of Financial Condition - June 30, 2000
and December 31, 1999 4
Statements of Cash Flows - For the
Twenty-Six Weeks Ended June 30, 2000 and July 2, 1999 5
Statement of Shareholders' Equity and Comprehensive
Income - For the Twenty-Six Weeks Ended
June 30, 2000 6
Notes to Condensed Consolidated Financial
Statements 7-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15-16
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
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>
Twenty-Six Weeks
Thirteen Weeks Ended Ended
----------------------------- -----------------------------
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
------------- ------------ ------------ -------------
<S> <C> <C> <C> <C>
Sales $164,322 $150,427 $323,941 $285,543
Cost of Sales 119,162 112,310 237,727 213,885
------------- ------------ ------------ -------------
Gross Profit 45,160 38,117 86,214 71,658
------------- ------------ ------------ -------------
Expenses
Selling, general & administrative 15,745 12,332 29,970 25,338
Research & development 10,839 9,373 21,191 18,240
Amortization of goodwill 1,884 552 2,419 1,120
------------- ------------ ------------ -------------
28,468 22,257 53,580 44,698
------------- ------------ ------------ -------------
Operating Income 16,692 15,860 32,634 26,960
------------- ------------ ------------ -------------
Other Income (Expense)
Interest expense (1,442) (735) (2,331) (1,425)
Interest income 537 300 859 641
------------- ------------ ------------ -------------
(905) (435) (1,472) (784)
------------- ------------ ------------ -------------
Income before Income Taxes 15,787 15,425 31,162 26,176
Provision for Income Taxes 5,206 5,015 9,972 8,455
------------- ------------ ------------ -------------
Net Income $ 10,581 $ 10,410 $ 21,190 $ 17,721
============= ============ ============ =============
Earnings per Share
Basic $ 0.28 $ 0.28 $ 0.57 $ 0.48
============= ============ ============ =============
Diluted $ 0.27 $ 0.27 $ 0.55 $ 0.45
============= ============ ============ =============
Common and Common Equivalent Shares
Outstanding
Basic 37,389 37,061 37,254 37,271
Diluted 38,844 38,852 38,643 38,952
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
3
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Amounts in Thousands Except Share Data)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
--------------- ----------------
<S> <C> <C>
ASSETS
Current Assets
Cash and equivalents $ 36,579 $ 37,562
Accounts receivable, net 106,769 90,334
Inventories 105,974 89,370
Prepaid expenses and other 16,377 15,129
--------------- ----------------
Total current assets 265,699 232,395
--------------- ----------------
Property, Plant & Equipment, net 92,756 88,468
--------------- ----------------
Other Assets
Goodwill, net 61,537 32,436
Other assets 5,672 5,751
--------------- ----------------
Total other assets 67,209 38,187
--------------- ----------------
$425,664 $359,050
=============== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 6,127 $ 1,956
Accounts payable and accrued liabilities 112,165 102,802
--------------- ----------------
Total current liabilities 118,292 104,758
Long-Term Debt 69,605 44,154
Other Long-Term Liabilities 15,431 10,226
--------------- ----------------
Total Liabilities 203,328 159,138
--------------- ----------------
Shareholders' Equity
Preferred stock, par value $.01; 1,000,000 shares authorized;
none issued - -
Common stock, par value $.01; 80,000,000 shares authorized;
37,698,114 issued and outstanding at June 30, 2000
(37,126,630 shares at December 31, 1999) 377 371
Additional paid-in capital 104,320 94,465
Retained earnings 131,039 114,510
Foreign currency translation adjustment (13,400) (9,434)
--------------- ----------------
Total shareholders' equity 222,336 199,912
--------------- ----------------
$425,664 $359,050
=============== ================
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
June 30, July 2,
2000 1999
------------ -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 21,190 $17,721
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 12,385 9,464
Other non-cash charges 7,880 4,799
Changes in operating assets and liabilities:
Accounts receivable (18,473) (5,073)
Inventories and prepaid expenses and other (23,905) (14,781)
Accounts payable and accrued liabilities 10,889 22,773
------------ -----------
Net Cash Provided by Operating Activities 9,966 34,903
------------ -----------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (16,011) (17,984)
Proceeds from sale of property, plant and equipment 1,387 -
Purchase of Spider Software Limited, net of cash acquired (27,948) -
Decrease in other assets - 2,873
------------ -----------
Net Cash Used in Investing Activities (42,572) (15,111)
------------ -----------
FINANCING ACTIVITIES
Principal payments on debt and capital leases (8,036) (19,495)
Proceeds from revolving credit loans, net of costs 38,933 17,493
Repurchases and retirement of common stock (5,373) (19,273)
Proceeds from exercises of stock options 7,362 4,786
------------ -----------
Net Cash Provided by (Used in) Financing Activities 32,886 (16,489)
------------ -----------
Effect of Exchange Rate Changes on Cash and Equivalents (1,263) (1,448)
------------ -----------
Increase (decrease) in Cash and Equivalents (983) 1,855
Cash and Equivalents, Beginning of Period 37,562 41,525
------------ -----------
Cash and Equivalents, End of Period $ 36,579 $ 43,380
============ ===========
</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 Twenty-Six Weeks Ended June 30, 2000
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Common Stock Foreign
--------------------------- 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 854 9 7,348
Tax benefit from
exercises of stock
options 3,217
Repurchases of
common stock (283) (3) (710) (4,660)
Net income 21,190 $21,190
Other comprehensive
income - foreign
currency translation
adjustment, net of
tax benefit of $1,604 (3,966) (3,966)
-----------
Comprehensive
income $17,224
---------- ------------- --------------- -------------- -------------- ===========
Balance, June 30, 2000
37,698 $ 377 $ 104,320 $131,039 $(13,400)
========== ============= =============== ============== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
6
<PAGE>
Artesyn Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 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. (the "Company"). The
results of operations for the thirteen and twenty-six weeks ended June 30, 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 the Company'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):
June 30, December 31,
2000 1999
-------------------- --------------------
Raw materials $ 59,064 $43,220
Work-in-process 14,591 12,475
Finished goods 32,319 33,675
-------------------- --------------------
$105,974 $89,370
==================== ====================
3. Property Plant & Equipment, Net
Related accumulated depreciation was $89.7 million and $81. 6 million at June
30, 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):
June 30, December 31,
2000 1999
---------------- -----------------
Accounts payable $ 57,141 $ 50,065
Accrued liabilities:
Compensation and benefits 17,743 16,661
Income taxes payable 13,672 17,334
Warranty reserve 7,212 6,015
Commissions 1,771 1,860
Other 14,626 10,867
---------------- -----------------
$112,165 $ 102,802
================ =================
At June 30, 2000 and December 31, 1999, other accrued liabilities consisted
primarily of accruals for professional fees, consulting, subcontracting fees,
interest and other taxes.
As of June 30, 2000, the restructuring reserve balance of approximately
$471,000, is comprised of $256,000 for employee termination benefits and
$216,000 for facility closures and is included in other accrued liabilities.
Cash payments for facility closures and termination benefits totaled $63,000 and
$38,000 for the twenty-six weeks ended June 30, 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. Acquisition
Effective March 27, 2000, the Company 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. Approximately $11 million of 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.
The acquisition was accounted for under the purchase method of accounting.
Accordingly, goodwill of approximately $34.0 million was recorded, representing
the excess of the purchase price over the estimated fair value of the net assets
acquired and transaction costs, and is being amortized on a straight-line basis
over a period of six years. Spider's results of operations have been included in
the Company's consolidated financial statements from the date of acquisition.
The following unaudited pro forma information combines the consolidated results
of operations of the Company and Spider as if the acquisition had occurred at
the beginning of the periods presented.
<TABLE>
<CAPTION>
Unaudited Consolidated Pro Forma Information
($000 Except per share data)
-------------------------------------------------------------------
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------------------- -------------------------------
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Sales $164,322 $151,249 $325,108 $287,080
Net income 10,581 8,287 19,315 13,496
Earnings per share - Basic 0.28 0.22 0.52 0.36
Earnings per share - Diluted 0.27 0.21 0.50 0.35
</TABLE>
8
<PAGE>
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:
Twenty-Six Weeks Ended
--------------------------------
June 30, July 2,
2000 1999
-------------- --------------
Provision computed at United States
federal statutory rates 35.0% 35.0%
Amortization of goodwill 0.3 0.3
Foreign tax effects (6.5) (6.4)
Effect of state income taxes 3.2 3.2
Other - 0.2
-------------- --------------
Effective tax rate 32.0% 32.3%
============== ==============
7. Comprehensive Income
The components of the Company's comprehensive income are as follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------------------- -------------------------------
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
-------------- -------------- -------------- -------------
<S> <C> <C> <C> <C>
Net income $10,581 $10,410 $21,190 $17,721
Foreign currency translation
adjustment (1,812) (3,557) (5,570) (7,962)
Tax benefit 439 1,149 1,604 2,572
-------------- -------------- -------------- -------------
(1,373) (2,408) (3,966) (5,390)
-------------- -------------- -------------- -------------
Comprehensive income $ 9,208 $ 8,002 $17,224 $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 ($000s except per share data and
anti-dilutive weighted options).
<TABLE>
<CAPTION>
Twenty-Six Weeks
Thirteen Weeks Ended Ended
------------------------- -------------------------
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Basic EPS
Net income $ 10,581 $ 10,410 $ 21,190 $ 17,721
---------- ---------- ---------- ----------
Weighted average shares 37,389 37,061 37,254 37,271
---------- ---------- ---------- ----------
Per share - Basic $ 0.28 $ 0.28 $ 0.57 $ 0.48
========== ========== ========== ==========
Diluted EPS
Net income $ 10,581 $ 10,410 $ 21,190 $ 17,721
---------- ---------- ---------- ----------
Weighted average shares 37,389 37,061 37,254 37,271
Effect of dilutive items -
Stock options 1,455 1,791 1,389 1,681
---------- ---------- ---------- ----------
38,844 38,852 38,643 38,952
---------- ---------- ---------- ----------
Per share- Diluted $ 0.27 $ 0.27 $ 0.55 $ 0.45
========== ========== ========== ==========
Anti-dilutive weighted options 1,448,354 701,120 1,292,358 1,279,021
========== ========== ========== ==========
</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, up to 4.0 million share
repurchase program implemented in 1998, the Company repurchased 282,500 shares
of its common stock for a total of approximately $5.4 million, during the first
half of 2000. To date, the Company has repurchased approximately 3.4 million of
the approved 4.0 million shares for a total of approximately $56.7 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
The Company transacts business in various foreign currencies, primarily Irish
punts, German marks, Japanese yen and 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. As of June 30, 2000, the Company's outstanding notional amount for
currency forward contracts and purchased option contracts was approximately
$22.3 million and $26.6 million, respectively, maturing in three to six months.
At December 31, 1999, the Company's outstanding notional amount for currency
forward contracts and purchased option contracts was approximately $27.2 million
and $39.9 million, respectively, maturing in three to twelve months. The amount
of any gain or loss on
10
<PAGE>
these contracts during either period was not material. Deferred gains or losses
attributable to the foreign currency instruments are not material.
11. Subsequent Event
On August 4, 2000, the Company acquired Azcore Technologies ("Azcore"), based in
Tuscon, Arizona. Azcore is primarily involved in the design and manufacture of
high-efficiency DC-DC converters, with a special emphasis on surface mount
technology design. These products have applications across the Company's
spectrum of customers, including those in computing, mass storage, carrier and
enterprise networking, access, and wireless infrastructure. The total purchase
price was $13.8 million, including $5.8 million paid at the time of closing
from cash on hand, and $8.0 million in contingent earn-out payments. The
acquisition will be accounted for under the purchase method of accounting.
11
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
For the Thirteen and Twenty-Six Weeks Ended June 30, 2000 compared to the
Thirteen and Twenty-Six Weeks Ended July 2, 1999
Sales. Sales for the second quarter of fiscal year 2000 were $164.3 million
compared to $150.4 million for the comparable period in 1999, an increase of
$13.9 million or 9%. Sales for the twenty-six weeks ended June 30, 2000
increased $38.4 million, or 13%, from $285.5 million in 1999 to $323.9 million
in 2000. The increase is primarily the result of increased sales to computing
and wireless communication original equipment manufacturers. These customers
represent high-growth sectors within the communications industry, and Artesyn
Technologies, Inc. ("Artesyn") has positioned itself to take advantage of this
growth. Artesyn also experienced an increase in sales to its distribution
customers, which market Artesyn's product to individual manufacturers in a
variety of industries.
Customer demand remained strong in the second quarter of 2000 in comparison to
1999. Orders for the second quarter of 2000 grew to $226.3 million representing
a 42% increase over the $159.3 million of orders received in the prior year's
comparable quarter. For the twenty-six weeks ended June 30, 2000, orders
increased $118.1 million, or 39%, from $304.2 million in 1999 to $422.3 million
in 2000. At June 30, 2000, Artesyn's order backlog was $237.5 million compared
to a backlog of $140.4 million at December 31, 1999, representing a 69%
increase. Backlog consists of purchase orders on hand having delivery dates
scheduled within the next six months.
During the second quarter of 2000, Artesyn began 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 no significant disruptions were encountered. 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.
Gross Margin. Gross margin as a percent of revenue for the second quarter of
2000 increased to 27.5% compared to 25.3% for the second quarter of 1999. For
the first half of the year, gross margin as a percent of revenue increased from
25.1% in 1999 to 26.6% in 2000. 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 quarter and the twenty-six weeks ended June 30,
2000, sales of single board computers and protocol software along with sales of
power products to distribution customers increased as a percent of total sales
over comparable periods in 1999. Sales of these products and sales to these
customers 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 twenty-six weeks ended
June 30, 2000, the nature of Spider's software business dictates that most of
its costs are classified as operating expenses as opposed to cost of sales,
resulting in higher gross margin as a percent of sales.
Management expects these factors will continue to positively effect gross margin
as a percent of revenue in comparison to 1999 for the rest of the year.
Operating Expenses. Selling, general and administrative expenses were $15.7
million (or 9.6% of sales) in the second quarter of 2000 compared to $12.3
million (or 8.2% of sales) for the comparable prior year
12
<PAGE>
period. For the twenty-six weeks ended June 30, 2000, selling, general and
administrative expenses were $30.0 million (or 9.3% of sales) compared to $25.3
million (or 8.9% 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, the initiation of several
new marketing programs, and the inclusion of the results of Spider.
Artesyn maintained its significant investment in research and development which
totaled $10.8 million, or 6.6% of sales, in the second quarter of 2000 compared
to $9.4 million, or 6.2% of sales, for the second quarter of 1999. For the first
half of the year, research and development expenses totaled $21.2 million, or
6.5% of sales, in 2000 and $18.2 million, or 6.4% 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 is expected to increase slightly from the 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 second quarter of 2000
was $1.9 million, an increase of $1.3 million, or 241%, over the second quarter
of 1999. For the twenty-six weeks ended June 30, 2000, amortization expense
increased $1.3 million, or 116%, over the comparable 1999 period. These
increases were the result of the inclusion of amortization expense related to
goodwill associated with the acquisition of Spider.
Interest Expense. Interest expense in the second quarter of 2000 increased from
$0.7 million in 1999 to $1.4 million in 2000, an increase of 96%. For the
twenty-six weeks ended June 30, 2000, interest expense increased $0.7 million,
or 88%, from $0.8 million in 1999 to $1.5 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 second quarter of 2000 was $10.6 million, or
$0.27 per diluted share, compared to $10.4 million, or $0.27 per diluted share,
for the comparable year-ago quarter. For the twenty-six weeks ended, net income
was $21.2 million, or $0.55 per diluted share, in 2000, compared to $17.7
million, or $0.45 per diluted share, in 1999.
Acquisition. On August 8, 2000, Artesyn acquired Azcore Technologies ("Azcore"),
based in Tuscon, Arizona. Azcore is primarily involved in the design and
manufacture of high-efficiency DC-DC converters, with a special emphasis on
surface mount technology design. These products have applications across
Artesyn's spectrum of customers, including those in computing, mass storage,
carrier and enterprise networking, access, and wireless infrastructure. The
total purchase price was approximately $13.8 million, including $5.8 million
paid at the time of closing from cash on hand, and $8.0 million in contingent
earn-out payments. The acquisition will be accounted for under the purchase
method of accounting.
Liquidity and Capital Resources
At June 30, 2000, Artesyn's cash and equivalents decreased to $36.6 million from
$37.6 million on December 31, 1999. This decrease was the result of cash from
operations, $7.4 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, $16.0 million for capital expenditures,
$8.0 of principal debt repayments and $27.9 million for the purchase of Spider,
net of cash acquired.
Cash provided by operations decreased to $10.0 million for the twenty-six weeks
ended June 30, 2000 compared with $34.9 million provided in the same period in
1999. Cash from operations was impacted
13
<PAGE>
by a significant increase in accounts receivable and inventory in 2000. Accounts
receivable increased $18.4 million and inventory increased $23.9 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
$10.9 million.
Capital expenditures for the first half of 2000 totaled $16.0 million primarily
for the continued upgrade of facilities and equipment in support of Artesyn's
current operating activities, including $2.5 million related to the
implementation of the new ERP system. Artesyn's current overall commitment to
fully implement the ERP system is approximately $25 million, of which
approximately $22 million is to be capitalized and amortized and $3 million is
to be expensed as incurred. The overall commitment is expected to be incurred
over a three year period. As of June 30, 2000, $21.5 million of total commitment
had been incurred, approximately $20.3 million of which was capitalized and $1.2
million was expensed.
Spider Software Limited 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.
Net cash provided in financing activities of $32.9 million for the twenty-six
weeks ended June 30, 2000 reflects net proceeds from revolving credit loans less
principal payments on capital leases of $30.9 million and $7.4 million in
proceeds from stock option exercises partially offset by the repurchase and
retirement of 282,500 shares of Artesyn's common stock for $5.4 million. Net
cash used in financing activities of $16.5 million for the twenty-six weeks
ended July 2, 1999 reflects mainly the repurchase and retirement of 1,251,200
shares of Artesyn's common stock for $19.3 million partially offset by $4.8
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. $7.0 million of that amount was repaid in the second quarter. 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
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
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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, Artesyn 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 result of SFAS No. 137, Artesyn has deferred the adoption of
both SFAS No. 133 and SFAS No. 138 until fiscal 2001. Artesyn 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. We believe our 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
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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.
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PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) Artesyn held its Annual Meeting of Shareholders on May 4, 2000
(c) The following matters were voted upon at the Annual Meeting of
Shareholders:
1. The election of the nominees for Directors who will serve
for a term to expire at the Annual Meeting of Shareholders
to be held in 2001, was voted on by the shareholders. The
nominees, all of whom were elected, were Edward S. Croft
III, Fred C. Lee, Lawrence J. Matthews, Joseph M. O'Donnell,
Stephen A. Ollendorf, Phillip A. O'Reilly, Bert Sager, A.
Eugene Sapp Jr., Ronald D. Schmidt, Lewis Solomon, and John
M. Steel. The Inspectors of Election certified the following
vote tabulations.
For Withheld
------------- --------------
Edward S. Croft III 32,930,035 669,484
Fred C. Lee 32,940,165 659,354
Lawrence J. Matthews 32,822,741 776,778
Joseph M. O'Donnell 32,809,555 789,964
Stephen A. Ollendorf 32,625,971 973,548
Phillip A. O'Reilly 32,919,412 670,107
Bert Sager 32,871,523 727,996
A. Eugene Sapp, Jr. 32,882,807 716,712
Ronald D. Schmidt 32,937,952 661,569
Lewis Solomon 32,933,639 665,880
John M. Steel 32,931,123 668,396
2. A proposal to approve the 2000 Performance Equity Plan was
adopted. The Inspectors of Election certified the following
vote tabulations.
For Against Abstain
--- ------- -------
22,427,261 5,253,618 125,059
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No.
-----------
10.1 Employment agreement, dated as of this January 1, 2000, by and
between ARTESYN TECHNOLOGIES, INC., a Florida corporation, and
JOSEPH M. O'DONNELL.
10.2 Employment agreement, dated as of this January 1, 2000, by and
between ARTESYN TECHNOLOGIES, INC., a Florida corporation, and
RICHARD J. THOMPSON.
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 June 30, 2000.
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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: August 14, 2000 BY: /s/Richard J. Thompson
----------------------
Richard J. Thompson
Vice President Finance
Chief Financial Officer
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Exhibit Index
Exhibit No. Description
----------- -----------
10.1 Employment agreement, dated as of this January 1, 2000, by and
between ARTESYN TECHNOLOGIES, INC., a Florida corporation, and
JOSEPH M. O'DONNELL.
10.2 Employment agreement, dated as of this January 1, 2000, by and
between ARTESYN TECHNOLOGIES, INC., a Florida corporation, and
RICHARD J. THOMPSON.
27 Financial Data Schedule
