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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 MARCH 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-4466
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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
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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 April 28, 2000 was 37,306,416 shares.
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<PAGE>
ARTESYN TECHNOLOGIES, INC.
INDEX TO FORM 10-Q
PAGE
NUMBER
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Statements of Operations - For the Thirteen
Weeks Ended March 31, 2000 and April 2, 1999 3
Statements of Financial Condition - March 31, 2000
and December 31, 1999 4
Statements of Cash Flows - For the
Thirteen Weeks Ended March 31, 2000 and April 2, 1999 5
Statement of Shareholders' Equity and
Comprehensive Income- For the
Thirteen Weeks Ended March 31, 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 17
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 18
Exhibit No. 27 - Financial Data Schedule
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
MARCH 31, APRIL 2,
2000 1999
-------------- -------------
<S> <C> <C>
SALES $159,619 $135,116
COST OF SALES 118,564 101,575
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GROSS PROFIT 41,055 33,541
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EXPENSES
Selling, general & administrative 14,816 13,574
Research & development 10,295 8,867
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25,111 22,441
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OPERATING INCOME 15,944 11,100
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OTHER INCOME (EXPENSE)
Interest expense (890) (690)
Interest income 322 341
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(568) (349)
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INCOME BEFORE INCOME TAXES 15,376 10,751
PROVISION FOR INCOME TAXES 4,766 3,440
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NET INCOME $ 10,610 $ 7,311
============= =============
EARNINGS PER SHARE
Basic $ 0.29 $ 0.20
============= =============
Diluted $ 0.28 $ 0.19
============= =============
COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING
Basic 37,121 37,481
Diluted 38,402 39,056
</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>
MARCH 31, DECEMBER 31,
2000 1999
--------------- ----------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $ 37,145 $ 37,562
Accounts receivable, net 94,952 90,334
Inventories 90,147 89,370
Prepaid expenses and other 6,306 5,263
Deferred income taxes, net 9,864 9,866
--------------- ----------------
TOTAL CURRENT ASSETS 238,414 232,395
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PROPERTY, PLANT & EQUIPMENT, NET 90,063 88,468
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OTHER ASSETS
Goodwill, net 65,205 32,436
Deferred income taxes, net 3,573 3,573
Other assets 1,880 2,178
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TOTAL OTHER ASSETS 70,658 38,187
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$399,135 $359,050
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 13,224 $ 1,956
Accounts payable and accrued liabilities 95,167 102,802
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TOTAL CURRENT LIABILITIES 108,391 104,758
LONG-TERM DEBT 69,983 44,154
OTHER LONG-TERM LIABILITIES 15,147 10,226
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TOTAL LIABILITIES 193,521 159,138
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SHAREHOLDERS' EQUITY
Preferred stock, par value $.01; 1,000,000 shares authorized;
none issued - -
Common stock, par value $.01; 80,000,000 shares authorized;
37,160,550 issued and outstanding at March 31, 2000
(37,126,630 shares at December 31, 1999) 372 371
Additional paid-in capital 96,811 94,465
Retained earnings 120,460 114,510
Foreign currency translation adjustment (12,029) (9,434)
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TOTAL SHAREHOLDERS' EQUITY 205,614 199,912
--------------- ----------------
$399,135 $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>
THIRTEEN WEEKS ENDED
MARCH 31, APRIL 2,
2000 1999
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<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 10,610 $ 7,311
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,668 4,674
Other non-cash charges 2,886 2,459
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (5,826) 6,170
Increase in inventories and prepaid expenses and other (5,736) (7,090)
(Decrease) increase in accounts payable and accrued liabilities (7,127) 4,582
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NET CASH PROVIDED BY OPERATING ACTIVITIES 475 18,106
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INVESTING ACTIVITIES
Purchases of property, plant and equipment (8,197) (8,393)
Proceeds from sale of property, plant and equipment 857 -
Purchase of Spider Software Limited, net of cash acquired (27,948) -
Decrease in other assets - 2,878
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NET CASH USED IN INVESTING ACTIVITIES (35,288) (5,515)
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FINANCING ACTIVITIES
Principal payments on debt and capital leases (531) (18,765)
Proceeds from revolving credit loans, net of costs 38,933 17,557
Repurchases and retirement of common stock (5,373) (17,916)
Proceeds from exercises of stock options 1,919 730
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 34,948 (18,394)
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EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS (552) (934)
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DECREASE IN CASH AND EQUIVALENTS (417) (6,737)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 37,562 41,525
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CASH AND EQUIVALENTS, END OF PERIOD $37,145 $34,788
============ ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
5
<PAGE>
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTOF SHAREHOLDERS'
EQUITY AND COMPREHENSIVE INCOME
For the Thirteen Weeks Ended March 31, 2000
(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>
BALANCE, DECEMBER 31, 1999 37,127 $ 371 $ 94,465 $ 114,510 $ (9,434)
Issuance of common stock under stock option
plans 316 3 1,916
Tax benefit from exercises of stock options 1,140
Repurchases and retirement of common stock (283) (3) (710) (4,660)
Net income 10,610 $10,610
Other comprehensive income - foreign (2,595) (2,595)
currency translation adjustment, net of tax
benefit of $1,165 --------------
Comprehensive income $8,015
---------- --------- ------------- ----------- ------------ ==============
BALANCE, MARCH 31, 2000 $37,160 $ 372 $96,811 $120,460 $(12,029)
========== ========= ============= =========== ============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
6
<PAGE>
ARTESYN TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 2000
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 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 weeks ended March 31, 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 financial statements and notes thereto included in the
Company's 1999 Annual Report to Shareholders.
Certain prior year amounts have been reclassified to conform with current year's
presentation.
2. INVENTORIES
The components of inventory are as follows ($000s):
March 31, December 31,
2000 1999
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Raw materials $ 47,582 $ 43,220
Work in process 11,928 12,475
Finished goods 30,637 33,675
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$ 90,147 $ 89,370
============ ==============
3. PROPERTY PLANT & EQUIPMENT, NET
Related accumulated depreciation was $85,484,000 and $81,574,000 at March 31,
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):
March 31, December 31,
2000 1999
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Accounts payable $ 45,864 $ 50,065
Accrued liabilities:
Compensation and benefits 15,802 16,661
Income taxes payable 13,776 17,334
Warranty reserve 6,293 6,015
Commissions 1,360 1,860
Restructuring reserve 550 571
Other 11,522 10,296
--------------- ------------------
$ 95,167 $ 102,802
=============== ==================
At March 31, 2000 and December 31, 1999, other accrued liabilities consisted
primarily of accruals for professional fees, consulting, subcontracting fees,
interest and other taxes.
8
<PAGE>
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, and approximately $11 million of contingent
consideration 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.
UNAUDITED COMBINED PRO FORMA INFORMATION
($000 EXCEPT PER SHARE)
Thirteen Weeks Ended
March 31, April 2,
2000 1999
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Sales $160,786 $136,049
Net Income 8,734 5,205
Earnings per Share - Basic 0.24 0.14
Earnings per Share - Diluted 0.23 0.13
The unaudited pro forma results have been prepared for comparative purposes only
and include certain adjustments, such as additional amortization expense as a
result of goodwill, increased interest expense on the acquisition debt, and
related income tax effects. The 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.
9
<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:
Thirteen Weeks Ended
March 31, April 2,
2000 1999
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Provision computed at United States
federal statutory rate 35.0% 35.0%
Amortization of goodwill 0.2 0.3
Foreign tax effects (7.0) (6.1)
Effect of state income taxes 2.8 2.8
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Effective tax rate 31.0% 32.0%
========= =========
7. RESTRUCTURING
Previously 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 Consolidated Statements of
Operations as follows: $7.2 million to Restructuring Charge, as further
described below, and $2.4 million to Cost of Sales, which principally relates to
inventory write-offs of duplicate product development programs which were
underway at the Company and Zytec prior to the merger. The restructuring charge
relates primarily to the elimination of duplicate facilities in an effort to
reduce costs pursuant to the Company's integration plan. Specific restructuring
actions included the closure of certain domestic and foreign manufacturing and
other facilities through the consolidation of manufacturing operations with
corresponding personnel reductions, the realignment of the Company's workforce
to eliminate duplicate functions particularly in administrative areas, and other
related cost-savings actions.
As of March 31, 2000, the remaining restructuring reserve balance of
approximately $550,000, is comprised of $342,000 for employee termination
benefits and $208,000 for facility closures. Cash payments for facility closures
totaled $21,000 for the first quarter of fiscal 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
made in fiscal year 2000.
10
<PAGE>
8. COMPREHENSIVE INCOME
The components of the Company's comprehensive income are as follows ($000s):
<TABLE>
<CAPTION>
Thirteen Weeks Ended
March 31, April 2,
2000 1999
-------------- ---------------
<S> <C> <C>
Net income $10,610 $7,311
Foreign currency translation adjustment (3,760) (4,385)
Tax benefit 1,165 1,403
-------------- ---------------
(2,595) (2,982)
-------------- ---------------
Comprehensive income 8,015 $4,329
============== ===============
</TABLE>
9. 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):
Thirteen Weeks Ended
March 31, April 2,
2000 1999
-------------- -------------
BASIC EPS
Net income $10,610 $7,311
-------------- -------------
Weighted average shares 37,121 37,481
-------------- -------------
Per share - Basic $0.29 $0.20
============== =============
DILUTED EPS
Net income $10,610 $7,311
-------------- -------------
Weighted average shares 37,121 37,481
Effect of dilutive items -Stock options 1,281 1,575
-------------- -------------
38,402 39,056
-------------- -------------
Per share- Diluted $0.28 $0.19
============== =============
Antidilutive weighted options 1,245 2,451
============== =============
11
<PAGE>
The above antidilutive weighted options to purchase shares of common stock were
not included in computing diluted earnings per share because their inclusion
would be antidilutive for the respective periods.
10. 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
quarter 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.
11. DERIVATIVE FINANCIAL INSTRUMENTS
The Company transacts business in various foreign currencies, primarily Irish
Punts, Deutsche 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. At March 31, 2000, the Company's outstanding notional amount for currency
forward contracts and purchased option contracts was approximately $13.5 million
and $39.9 million, respectively, maturing in three to twelve 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 these contracts during the period was not material. Deferred
gains or losses attributable to the foreign currency instruments are not
material.
12
<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 first quarter of fiscal year 2000 were $159.6 million compared to
$135.1 million for the comparable quarter in fiscal year 1999. Sales in 2000
have increased principally as a result of higher volume shipments to major
Original Equipment Manufacturer ("OEM") customers in the computing and wireless
market sectors.
Orders for the first quarter of 2000 grew to $196.2 million representing a 35%
increase over the $144.9 million received in the prior year's comparable
quarter. At March 31, 2000, the Company's order backlog was $174.2 million
compared to a backlog of $140.4 million at December 31, 1999. Management
believes a substantial portion of the increase in backlog during the first
quarter of 2000 reflects customers covering a greater proportion of their
forecasted future demand with firm orders.
Gross margin for the first quarter of 2000 was 25.7% compared to 24.8% for the
first quarter of 1999 due to a more favorable sales mix of the Company's
products and manufacturing cost savings primarily achieved through higher volume
in the first quarter of 2000 versus the prior year's comparable quarter.
Selling, general and administrative expenses were $14.8 million (or 9.3% of
sales) in the first quarter of 2000 compared to $13.6 million (or 10% of sales)
for the comparable prior year period. The decrease as a percent of sales
primarily reflects efficiencies realized in general and administrative
functions.
The Company maintained its significant investment in research and development
which totaled $10.3 million, or 6.4% of sales, in the first quarter of 2000
compared to $8.9 million, or 6.6% of sales, for the first quarter of 1999. The
Company believes that the timely introduction of new technology and products is
an important component of its competitive strategy. In the first quarter, the
Company announced plans to increase research and development spending during the
year 2000 in order to accelerate the introduction of new products into the
market. The incremental spending is expected to increase research and
development expenses as a percentage of sales to approximately 6.5% in 2000
compared to 6.1% in 1999. The increased spending is contingent on the Company's
ability to hire qualified engineers in a competitive market.
Net income for the first quarter of 2000 was $10.6 million, or $0.28 per diluted
share, compared to $7.3 million, or $0.19 per diluted share, for the comparable
year-ago quarter.
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
13
<PAGE>
will be paid in equal installments in March 2002 and March 2003, and
approximately $11 million of contingent consideration 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.
Spider's products are used to facilitate communication across and between
telecommunications and datacommunications networks, computers and wireless and
fixed wire telecommunications devices. Prior to the acquisition, the Company had
been partnering with Spider for over three years to provide bundled
software/hardware solutions to the communications market place. Management
believes that the acquisition of Spider will allow the Company to more
efficiently address customer's demands in the rapidly growing market for
integrated communication interfaces and protocol subsystems for the
communications market.
Amortization of goodwill resulting from the Spider Software Limited acquisition
will be $1.4 million per quarter for the remainder of 2000. Excluding the
goodwill amortization, the impact of the acquisition on 2000 earnings is
expected to be moderately accretive.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company's cash and equivalents decreased to $37.1 million
from $37.6 million on December 31, 1999 as cash on hand, cash from operations,
$1.9 million proceeds from exercises of stock options and the issuance of $38.9
million of long term debt funded $5.4 million spent for repurchases of the
Company's common stock, $8.2 million for capital expenditures, $531,000 of
principal debt repayments and $27.9 million for the purchase of Spider Software
Limited, net of cash acquired.
Accounts receivable increased to $95.0 million at March 31, 2000 from $90.3
million at December 31, 1999 primarily due to higher sales volume in the first
quarter of 2000 compared to the fourth quarter of 1999.
The increase in inventory levels from $89.4 million at December 31, 1999 to
$90.1 million at March 31, 2000 reflects increased investment in raw materials
to mitigate some lengthening of component procurement lead times, largely offset
by a reduction in finished goods due to improved inventory management.
Cash provided by operations decreased to $475,000 for the thirteen weeks ended
March 31, 2000 from $18.1 million for the thirteen weeks ended April 2, 1999
primarily due to increased accounts receivable and decreased accounts payable
and accrued liabilities.
Capital expenditures for the first quarter of 2000 totaled $8.2 million
primarily for the continued maintenance of facilities and equipment in support
of the Company's current operating activities including $1.5 million related to
the implementation of the new enterprise-wide ERP system. The Company's current
overall commitment to fully implement the ERP system is approximately $25
million, which the Company anticipates incurring over a three-year period, of
which approximately $22 million is expected to be capitalized and amortized and
approximately $3 million is expected to be expensed as incurred. ERP cost
incurred from inception to March 31, 2000 totaled approximately $20.3 million,
of which $19.3 has been capitalized and $1.0 million
14
<PAGE>
was expensed.
Spider Software Limited was acquired for approximately $33 million of fixed cash
payments and approximately $11 million of contingent consideration based on
Spider's ability to achieve certain earnings targets through March 2003. Cash
payments of $28 million were paid in the first quarter of 2000 and the remaining
fixed cash payments of $5 million will be paid in equal installments in March
2002 and March 2003.
Net cash provided in financing activities of $34.9 million for the thirteen
weeks ended March 31, 2000 reflects proceeds from revolving credit loans of
$38.9 million and $1.9 million in proceeds from stock option exercises partially
offset by the repurchase and retirement of 282,500 shares of the Company's
common stock for $5.4 million. Net cash used in financing activities of $18.4
million for the thirteen weeks ended April 2, 1999 reflects mainly the
repurchase and retirement of 1,146,200 shares of the Company's common stock for
$17.9 million partially offset by $730,000 in proceeds from stock option
exercises.
Effective December 31, 1998, the Company 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, 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 ("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 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 then existing term loans totaling $46.4 million were
repaid from borrowings under this new revolving credit facility. During the
first quarter of 2000, the company borrowed an additional $39 million under the
revolving credit facility of which $28 million was used to finance the
acquisition of Spider Software Limited. Any amounts outstanding under the
facility are due on December 31, 2001. The Company is in compliance in all
material respects with the agreement's covenants.
Based on current plans and business conditions, the Company 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 through 2000.
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 the Company 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 the Company's financial statements will depend on a
variety of factors, including future interpretative
15
<PAGE>
guidance from the FASB, the future level of forecasted and actual foreign
currency transactions, the extent of the Company's hedging activities, the types
of hedging instruments used and the effectiveness of such instruments. However,
given the Company's current use of derivatives and hedging activities, the
Company 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 December 1999, the SEC issued Staff Accounting Bulletin ("SAB") 101, "Revenue
Recognition," which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. SAB 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
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 manages its 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 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 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 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.
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,
operating efficiencies, research and development expenditures, growth and
working capital needs. Such statements involve risks and uncertainties
16
<PAGE>
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, 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 the Company's various reports filed with the
Securities and Exchange Commission.
17
<PAGE>
PART II. OTHER INFORMATION
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 March 31, 2000.
18
<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: May 13, 2000 BY: RICHARD J. THOMPSON
-------------------
Richard J. Thompson
Vice President Finance
Chief Financial Officer
19
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Prior year amounts were reclassified. Also primary EPS represents basic EPS
under new FAS 128.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-29-2000
<PERIOD-END> MAR-31-2000
<CASH> 37,145
<SECURITIES> 0
<RECEIVABLES> 97,609
<ALLOWANCES> 2,657
<INVENTORY> 90,147
<CURRENT-ASSETS> 238,414
<PP&E> 175,548
<DEPRECIATION> 85,485
<TOTAL-ASSETS> 399,135
<CURRENT-LIABILITIES> 108,391
<BONDS> 69,983
0
0
<COMMON> 97,183
<OTHER-SE> 108,431
<TOTAL-LIABILITY-AND-EQUITY> 399,135
<SALES> 159,619
<TOTAL-REVENUES> 159,619
<CGS> 118,564
<TOTAL-COSTS> 118,564
<OTHER-EXPENSES> 25,111
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 890
<INCOME-PRETAX> 15,376
<INCOME-TAX> 4,766
<INCOME-CONTINUING> 10,610
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,610
<EPS-BASIC> 0.29
<EPS-DILUTED> 0.28
</TABLE>
