<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
X
----- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
OR
----- TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-14824
PLEXUS CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-1344447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 JEWELERS PARK DRIVE, NEENAH, WISCONSIN 54957-0156
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 722-3451
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g)
of the Act: COMMON STOCK, $.01 PAR VALUE
(Title of Class)
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 report(s)) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ ------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of December 12, 1995, 6,493,897 shares of Common Stock were outstanding, and
the aggregate market value of the shares of Common Stock (based upon the
$16.375 closing sale price on the last trading date prior thereto, as reported
on the NASDAQ National Market System) held by non-affiliates (excludes shares
reported as beneficially owned by directors and officers - does not constitute
an admission as to affiliate status) was approximately $92.6 million.
DOCUMENTS INCORPORATED BY REFERENCE
PART OF FORM 10-K
INTO WHICH PORTIONS OF
DOCUMENT DOCUMENT ARE INCORPORATED
-------- -------------------------
Annual Report to Shareholders for
the fiscal year ended September 30, 1995 Part II
Proxy Statement for 1996 Annual
Meeting of Shareholders Part III
<PAGE> 2
PORTION AMENDED:
Exhibit 13 Annual Report to Shareholders for the fiscal year ended
September 30, 1995
* * * * *
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
the report to be signed on its behalf by the undersigned, thereunto duly
authorized.
January 31, 1996
PLEXUS CORP.
By /s/ JOSEPH D. KAUFMAN
(Registrant) Joseph D. Kaufman, Vice President,
General Counsel and Corporate Secretary
<PAGE> 1
1995
ANNUAL REPORT
[PLEXUS LOGO]
<PAGE> 2
PLEXUS
designs, develops, manufactures, & tests
BUSINESS DESCRIPTION
Plexus, a product development company, was formed in 1980. The unique concept
underlying the formation of Plexus was that of providing all aspects of
electronic product development, including production and test, to other
companies.
Plexus' headquarters and both of its subsidiaries are located in Neenah,
Wisconsin. One subsidiary is Plexus Technology Group, Inc. (TGI), which is
comprised of the engineering staff and product development facilities. The
other subsidiary is Plexus Electronic Assembly Corporation (EAC), which is
comprised of the manufacturing staff and production facilities. Plexus also has
an EAC manufacturing facility in Richmond, Kentucky.
Plexus Corp., through its subsidiaries, designs, manufactures and tests a
variety of electronic products for major corporations on an international
basis. The Company has no proprietary products, but its designs are used in a
variety of fields, including computer, medical, industrial, communications,
consumer and automotive.
Because of its commitment to quality, the Company utilizes the latest
equipment, tools and methods in engineering and manufacturing. This ensures
that its customers are receiving the most up-to-date technology available to
create a quality, cost-effective product.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Financial Highlights................................ 1
Letter to Shareholders.............................. 2
Business Review .................................... 4
Management's Discussion and Analysis................ 9
Consolidated Financial Statements .................. 11
Shareholder Information ............................ 20
</TABLE>
<PAGE> 3
FINANCIAL HIGHLIGHTS
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
(in thousands, except share and per share amounts)
OPERATING STATEMENT DATA 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Sales $283,134 $242,483 $159,597 $157,376 $120,434
Cost of sales 259,438 226,313 146,523 140,681 107,102
- --------------------------------------------------------------------------------------------------------------
Gross profit 23,696 16,170 13,074 16,695 13,332
Operating expenses 11,261 8,244 6,764 6,968 5,806
- --------------------------------------------------------------------------------------------------------------
Operating income 12,435 7,926 6,310 9,727 7,526
Other expenses 2,153 2,996 2,180 1,517 1,772
- --------------------------------------------------------------------------------------------------------------
Income before income tax 10,282 4,930 4,130 8,210 5,754
Income tax 3,939 1,873 1,560 3,160 2,115
==============================================================================================================
Net income $ 6,343 $ 3,057 $ 2,570 $ 5,050 $ 3,639
==============================================================================================================
Net income per common share $ .89 $ .46 $ .40 $ .80 $ .59
==============================================================================================================
Cash dividends per common share $ - $ - $ - $ - $ -
==============================================================================================================
BALANCE SHEET DATA
Working capital $ 71,302 $ 62,784 $ 45,169 $ 31,370 $ 23,442
Total assets 115,088 122,021 95,149 62,689 54,529
Long-term debt 41,734 40,691 40,064 20,461 19,729
Stockholders' equity 41,009 34,879 24,801 23,130 16,603
</TABLE>
Net Sales
($ in millions)
[bar graph]
Net Income
($ in millions)
[bar graph]
Net Income Per Share
(in dollars)
[bar graph]
Plexus Corp. 1 1995 Annual Report
<PAGE> 4
LETTER TO SHAREHOLDERS
[Photo of Peter Strandwitz]
PETER STRANDWITZ, CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
TO OUR SHAREHOLDERS
Sales increased 17% in fiscal 1995 and net income increased 107%. This is a
reversal from 1994 in which sales increased much more than earnings (52% versus
19%). I believe that this reversal demonstrates that the Company is very
serious about improving its operating efficiencies, attaining better margins,
and fully controlling its inventory.
Both the sales and earnings were records for the Company.
As everyone knows, the world of electronics is expanding at a dazzling pace.
Technologies are changing and improving constantly. New alliances are announced
daily. As a result of this, a worldwide shortage of electronic components
exists that is expected to continue for several years. Semiconductor
manufacturers in particular are allocating product to a limited number of
customers.
In order to cope in this dynamic environment, Plexus formed and staffed a
corporate procurement organization in 1995 whose primary purpose is to create
very strong supplier alliances to assure a flow of component parts at the best
prices.
In 1995 the Company also strengthened its banking relationships with the
addition of two more major banks to its banking consortium. Strong financial
relationships are essential in order for Plexus to grow substantially in 1996
and beyond.
The Company is also actively investigating other relationships of a strategic
nature.
Plexus' product development, manufacturing and test technologies remain
outstanding and are continuing to attract a great deal of interest from major
corporations.
Although we do not expect any improvement in the first quarter of fiscal 1996,
because of product start-ups and delays, we believe that 1996 will develop into
a rewarding year and that overall results will be much better than fiscal 1995.
Very truly yours,
Peter Strandwitz
PETER STRANDWITZ
Chairman and Chief Executive Officer
Plexus Corp.
Plexus Corp. 2 1995 Annual Report
<PAGE> 5
[Picture of Building]
<PAGE> 6
PRODUCT DEVELOPMENT
Global competition has made the fast track even faster. Every industry -- from
cars to computers -- is feeling the pressure to speed up product development.
Customer needs are quickly changing, product life cycles are getting shorter,
and "time-to-market" has become as much a competitive requirement as quality
and price. Companies that cannot adjust to this accelerated pace soon fall
behind or drop out of the race. Success in product development is a critical
issue for technology-driven companies. In today's highly competitive global
environment, success most often depends on being the first to develop and
introduce new products. Plexus provides all of these services in a
cost-effective manner.
IT PROVIDES A DYNAMIC ENVIRONMENT OFFERING "ONE-STOP SHOPPING", FROM PRODUCT
CONCEPT THROUGH MANUFACTURING...
A PRODUCT DEVELOPMENT PARTNER
Plexus Technology Group, Inc. is a full-service product development partner. It
provides a dynamic environment offering "one-stop shopping", from product
concept through manufacturing, or the ability to handle any segment of that
process. At Plexus Technology Group, projects are handled by engineers with a
business sense that supplements technical expertise. Each customer is given the
highest priority.
New products require several diverse in-house engineering capabilities,
including software, analog, digital, mechanical, PCB, functional test and
in-circuit test. The capital expenditures and the associated fixed costs for a
product development effort are often beyond the means of even well-established
and profitable businesses. Because Plexus Technology Group develops many
products concurrently, it can maintain a higher level of efficiency and a
greater utilization of capital equipment.
[Picture of Plexus Corp. Headquarters]
Plexus Corp. Headquarters in Neenah, Wis.
Plexus Corp. 4 1995 Annual Report
<PAGE> 7
PRODUCT DEVELOPMENT
Most companies admit to having a difficult time controlling development
projects. Because of the relatively small economies of scale and expensive
expertise needed at each phase, it can be difficult for a single company to
support the full chain of product development activities in-house.
Plexus Technology Group provides improved time-to-market and competitive
product costs through employment of expert project management.
[Picture of woman and two men at table]
OUR STAFF BRINGS A WIDE VARIETY OF EXPERIENCE AND EXPERTISE TO THE TABLE.
HIRING PERSONNEL WITH OUTSTANDING EDUCATIONAL AND/OR INDUSTRY CREDENTIALS HAS
BEEN ONE OF PLEXUS TECHNOLOGY GROUP'S MOST IMPORTANT GOALS.
TOP LEVEL PERSONNEL
High-tech product development requires many different types of expertise.
Hiring personnel with outstanding educational and/or industry credentials has
been one of Plexus Technology Group's most important goals. Producing leading
edge products requires the joint and lengthy effort of a team of experts.
Plexus employs a range of specialists with different skills who are called
upon as needed during different phases of a project. The staff includes project
managers, electronics hardware engineers, mechanical engineers, software
engineers, manufacturing engineers, assembly/quality assurance personnel, and
so forth.
Plexus has a broad range of equipment and expertise. Since it is never known
for certain what the next project might be, Plexus has to be completely
up-to-date and maintain a broad knowledge of current technologies. Those who
rely on Plexus often dominate fast-changing markets.
Plexus Corp. 5 1995 Annual Report
<PAGE> 8
MANUFACTURING & TEST SERVICES
Plexus is committed to making the investments required to maintain and
strengthen its position as a world class provider of design, test and
manufacturing services. Our success, and the success of our customers, depends
upon our ability to provide the highest levels of technology to our customers.
[Picture of Plexus Manufacturing Site]
PLEXUS MANUFACTURING SITE, NEENAH, WIS.
We continue to be committed to providing these services at costs that are
competitive worldwide. Our efforts are focused on maintaining our technological
edge while keeping costs down.
Our structure is constantly being streamlined to assure that it is cost
effective. From the beginning, we have understood the value of leveraging the
information available from our key suppliers, and have used these suppliers as
a means to bring on new technology. Plexus has formed partnerships with leading
providers of assembly equipment, test equipment and design automation tools.
Through these partnerships, Plexus offers world-class capabilities.
TESTING...A KEY CONSIDERATION THROUGHOUT THE DEVELOPMENT PROCESS
OUR EFFORTS ARE FOCUSED ON MAINTAINING OUR TECHNOLOGICAL EDGE WHILE KEEPING
COSTS DOWN.
Plexus has continued to maintain its leadership position in the area of Test
Technology with many additions to our suite of tools and processes. During 1995
Plexus added new state-of-the-art X-Ray Laminography capabilities which allow
for inspection and testing of advanced packaging and manufacturing
technologies.
Plexus has also upgraded its Combinational Test capabilities with the
addition of high node count test systems. These systems allow Plexus to conduct
Combinational test (both
[Picture of Manufacturing Facility Interior]
BY STRENGTHENING PARTNERSHIPS WITH KEY SUPPLIERS, PLEXUS IS ABLE TO OFFER THE
MOST CURRENT TECHNOLOGY AT A VERY COMPETITIVE COST.
Plexus Corp. 6 1995 Annual Report
<PAGE> 9
MANUFACTURING & TEST SERVICES
in-circuit and functional) on assemblies with greater than 5,000 nodes.
The addition of these tools provides Plexus with the test and inspection
capabilities required by our customers with complex assemblies.
The information we collect on each test is available to the customer in a
variety of formats. Not only are we able to offer high quality test solutions,
we can provide the data necessary to drive continuous quality improvement and
cost reduction.
A DEDICATION TO LONG-LASTING CUSTOMER RELATIONSHIPS
There are several reasons for choosing a product development and manufacturing
partner. Most companies realize valuable market share can be gained by reducing
time-to-market. Some feel they have better ways to utilize their capital than
adding buildings, equipment and staff. Still others, pressured by downsizing,
have engineering and manufacturing departments that are over-burdened or have
not been able to keep pace with technology. New technologies often dictate
outsourcing product development.
CUSTOMERS CAN DEPEND ON PLEXUS TO BE A RELIABLE AND RESOURCEFUL SINGLE-SOURCE
PARTNER.
[Picture of Technician in an office]
PLEXUS MAINTAINS ITS LEADERSHIP POSITION IN TESTING COMPLEX ASSEMBLIES BY
CONTINUALLY INVESTING IN THE LATEST TEST TECHNOLOGY.
For many, creating a "strategic partnership" becomes the conclusion to their
thoughts about outsourcing. In forming a strategic partnership, a company seeks
to outsource a critical activity to a non-competing company that can perform it
as effectively or possibly more effectively.
Whatever the reason, customers can depend on Plexus to be a reliable and
resourceful single source partner. We fully understand that trust and
confidentiality are essential elements in a strategic partnership.
Plexus Corp. 7 1995 Annual Report
<PAGE> 10
STRATEGIC PARTNERSHIPS
The most successful alternative to in-house product development is forming a
strategic partnership with a company that can manage product development, and
also manufacture and test the product on a turnkey basis.
SINCE PLEXUS HAS NO PROPRIETARY PRODUCTS, CUSTOMERS RECEIVE OUR TOTAL
ATTENTION. OUR SOLE PRODUCT IS OUR SERVICES.
Plexus is committed to providing whatever is necessary to assure that the
development, manufacturing and testing of our customers' products occurs in a
timely and cost effective manner. This helps our partners gain market share in
some of the world's most competitive industries.
Since Plexus has no proprietary products, customers receive our total
attention. Our sole product is our services.
PLEXUS OFFERS YEARS OF PRODUCT DEVELOPMENT AND MANUFACTURING EXPERIENCE
In order to stay on the leading edge of electronic product development, Plexus
has experts on staff to anticipate future demands for new engineering, test and
manufacturing technologies, so these technologies are available when needed by
our customers. This staff is available to our customer base to consult on
technology issues and to help customers with the outsourcing transition. At
Plexus, we understand the pitfalls associated with bringing a new product to
market. Our design and manufacturing staffs have the knowledge and experience
to help minimize the risks in a cost-effective manner. As a turnkey product
development and/or manufacturing partner, Plexus will do whatever it takes to
meet customer requirements.
Forward-thinking companies are choosing Plexus as their product development and
manufacturing partner. At Plexus, we provide solutions today for tomorrow's
complex electronic challenges.
[Picture of Man at Computer Terminal]
OUR ENGINEERING STAFF IS EQUIPPED WITH THE LATEST SOFTWARE AND COMPUTER
TECHNOLOGY TO ENSURE A TIMELY, FLEXIBLE DEVELOPMENT PROCESS.
Plexus Corp. 8 1995 Annual Report
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
of Financial Condition and Results of Operations
YEAR ENDED SEPTEMBER 30, 1995 COMPARED TO
YEAR ENDED SEPTEMBER 30, 1994
Net sales for the fiscal year ended September 30, 1995 increased $40,651,000 or
16.7% to $283,134,000 from $242,483,000 for the fiscal year ended September 30,
1994. After a slow first quarter, volume increased steadily during fiscal year
1995, due to an increased customer base. Management believes that these new
strategic relationships are a result of the Company's investment and
development of its outstanding technology package and facilities. The Company
will continue to be selective in the enlargement of its customer base, seeking
market leaders that want to develop a long-term relationship. A portion of
this increase continues to be sales allocable to component parts used in
assemblies ("parts sales") as distinguished from sales allocable to services;
parts sales tend to have lower margins to the Company than services sales.
Cost of sales for the fiscal year ended September 30, 1995 increased
$33,125,000 or 14.6% to $259,438,000 from $226,313,000 for the fiscal year
ended September 30, 1994. The increase in cost of sales results from the
increased level of sales and from those costs associated with increased parts
sales. Increased utilization of the Advanced Manufacturing Center and more
efficient use of capacity in the other plants enabled gross profit to increase
$7,526,000 or 46.5% for the fiscal year ended September 30, 1995 to $23,696,000
from $16,170,000 for the fiscal year ended September 30, 1994. Gross profit
margin as a percentage of sales increased to 8.4% from 6.7%.
Selling and administrative expenses for the fiscal year ended September 30,
1995 increased $3,017,000 to $11,261,000 from $8,244,000 for the fiscal year
ended September 30, 1994. This increase is due to management's decision to
improve customer service, data collection, and information systems with
additional staffing. The Company also incurred larger than normal
expenditures during the fourth quarter of the fiscal year for group health,
employee procurement, supplies, customer relations, and charitable donations.
These events caused an increase in selling and administrative expenses to 4.0%
for fiscal 1995 as a percentage of net sales compared to 3.4% for fiscal 1994.
Interest expense decreased $682,000 for the fiscal year ended September 30,
1995 to $2,470,000 from $3,152,000 for the fiscal year ended September 30,
1994. This decrease is due to decreases in the amount of average daily
borrowings on the Company's line of credit related to working capital
requirements in the latter half of the fiscal year and decreases in interest
rates. Miscellaneous income of $317,000 for fiscal year 1995 compared to
miscellaneous income of $156,000 was due to increased amount of charges billed
back to customers covering inventory carrying costs, and the one-time effect of
a write-off in fiscal 1994.
Income taxes increased $2,066,000 for the fiscal year ended September 30, 1995
to $3,939,000 from $1,873,000 for the fiscal year ended September 30, 1994.
This increase is due to the increased level of pretax profits.
The Company's two largest customers in sales in each of the past several years
were International Business Machines Corporation (through up to six
subsidiaries or divisions) and General Electric Company (through up to five
subsidiaries or divisions). Each of the entities contracts independently of
the others, and the Company does not believe that sales to any of these
customers depend upon sales to the others. In fiscal 1995, sales to
International Business Machines Corporation were reduced due to the termination
of several projects relating to IBM product lines, although IBM remains a
significant customer. While the loss of all, or a substantial portion of, the
business with IBM or General Electric would have a material adverse effect on
the Company's sales and profitability, the Company does not believe this to be
a likely possibility. The Company expects that its historic dependency on IBM
and GE will be further reduced in fiscal 1996 as a percentage of total sales.
The Company expects, however, revenue growth in fiscal 1996 from both IBM and
GE, as well as from expanded programs for other existing customers and programs
from new customers.
Substantially all of the Company's business is done on a project by project
basis for its customers. Although the Company has several projects and
customers for which it provides services on a continuing basis, the timing and
nature of particular customer projects can vary significantly from period to
period. Substantial changes in the nature or timing of these projects can
affect the Company's sales and profitability from period to period.
YEAR ENDED SEPTEMBER 30, 1994 COMPARED TO
YEAR ENDED SEPTEMBER 30, 1993
During the year ended September 30, 1994, net sales increased $82,886,000 or
52% to $242,483,000 from $159,597,000 for the fiscal year ended September 30,
1993. This increase was made possible due to increased capacity provided by
the Company's new Advanced Manufacturing Center which was completed and began
operations during the beginning of fiscal year 1994. The largest portion of
this increase related to parts sales as distinguished from sales allocable to
services.
Cost of sales increased $79,790,000 to $226,313,000 for the fiscal year ended
September 30, 1994 compared to $146,523,000 for the fiscal year ended September
30, 1993. Approximately 86% of this increase was in the cost of component
parts associated with the increase in parts sales, with the balance of the
increase arising from other expenses such as labor and related payroll costs
due to increase staffing, and fixed manufacturing expenses related to the
Advanced Manufacturing Center. As a result of the increased parts sales,
increased cost of key component parts especially during the first fiscal
quarter resulting from a worldwide shortage of key components (logic and memory
devices), increased staffing and fixed manufacturing expenses, gross profit
decreased to 6.7% of net sales for the fiscal year ended September 30, 1994
compared to 8.2% of net sales for the fiscal year ended September 30, 1993.
However actual gross profit increased 23.6% to $16,170,000 in fiscal 1994 from
$13,074,000 for fiscal year 1993 as a result of the increased sales.
Plexus Corp. 9 1995 Annual Report
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
of Financial Condition and Results of Operations
Selling and administrative expenses as a percentage of net sales decreased to
3.4% for the fiscal year ended September 30, 1994 compared to 4.2% of net sales
for the fiscal year ended September 30, 1993. Selling and administrative
expenses are expected to remain at a level relatively consistent with the
fourth quarter of fiscal 1994 as the Company believes it has in place the
structure and personnel, with the possible addition of one or two positions, to
support increased sales.
Other income and expense increased $816,000 to $2,996,000 for the fiscal year
ended September 30, 1994 compared to $2,180,000 for the fiscal year ended
September 30, 1993. Interest expense increased $1,544,000 to $3,152,000 from
$1,608,000 for the fiscal year ended September 30, 1993. The increase in
interest expense in fiscal year 1994 is due to increased average daily
borrowings on the Company's line of credit related to working capital
requirements and also higher interest rates. The Company's increased interest
expense on its line of credit was offset in part by the Company's sale and
leaseback transaction in late fiscal 1994 as detailed below. Miscellaneous
income of $156,000 for fiscal year 1994 compared to miscellaneous expense of
$572,000 for fiscal year 1993 primarily relating to write-off of a minority
investment and an allocated loss on the Company's investment in Plexus Home
Automation Limited Partnership.
Income taxes for the fiscal year ended September 30, 1994 increased $313,000 to
$1,873,000 primarily due to increased pretax profit. Effective October 1, 1992
the Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes". This change did not have a significant effect
on reported net earnings for the fiscal year 1994 or 1993.
LIQUIDITY AND CAPITAL RESOURCES
As shown in the Company's statements of cash flows, cash increased $2,488,000
during fiscal 1995. This increase is a result of $4,188,000 provided by
operations and $387,000 provided by financing activities, offset by $2,087,000
used in investing activities. Net cash provided by operations is a result
primarily from net income, non-cash items and improved controls over inventory,
offset by decreased accounts payable and increased accounts receivables. Net
cash used in investing activities is a result primarily from purchase of
equipment.
Working capital increased to $71,302,000 at September 30, 1995 from $62,784,000
at September 30, 1994. Accounts receivable increased $3,861,000 because of
increased sales volume for the year. Inventories decreased $11,081,000 as a
result of improved procurement and materials management initiatives.
Management expects to make additional progress on improving cash flow from
operations.
The Company leases the majority of its machinery and equipment additions under
operating lease arrangements. The Company anticipates continued use of lease
financing arrangements as a means to finance machinery and equipment. The
Company believes that anticipated revenues from operations will be sufficient
to fund these obligations for the foreseeable future. The Company has total
future commitments of $46,476,000 related to noncancelable operating leases
(see Note 7 to the Consolidated Financial Statements); lease payments are
included in cost of goods sold.
Payment for property, plant and equipment for fiscal 1995, 1994 and 1993 was
$2,106,000, $5,288,000, and $8,233,000, respectively. Except for the Advanced
Manufacturing Center, these acquisitions were financed from working capital.
The Advanced Manufacturing Center was permanently financed by use of a sale and
leaseback transaction in August, 1994. Management has currently budgeted
capital expenditures in fiscal year 1996 of approximately $8,500,000.
The Company's debt-to-equity ratio was 1.8 to 1 at September 30, 1995 and 2.5
to 1 at September 30, 1994. The Company was in compliance with debt-to-equity,
and similar ratios, under its debt facilities at both dates.
At September 30, 1995, the Company had $41,500,000 outstanding on its Revolving
Credit Facility, as compared to $37,100,000 at September 30, 1994. The Company
increased this Revolving Credit Facility in July 1995, to permit maximum
borrowings of $55,000,000 (increased from $40,000,000) and extended the
termination date and final maturity of the existing notes from July 31, 1997 to
July 31, 1998. The Company used $3,500,000 of the additional credit to pay off
an outstanding $3,500,000 promissory note to a financial institution which it
had used to replace certain Industrial Revenue Bond debt. The Company also
paid off its $200,000 industrial revenue bond for its Kentucky facility. On
October 7, 1993, the Company entered into an interest rate cap agreement which
limits the interest rate portion of its floating rate long term debt to 8% or
8.5%, depending on the rate charged in the revolving credit agreement. The
agreement has a notional amount of $10,000,000 and expires on October 7, 1996.
The Company does not believe that these arrangements create any material
exposure to the Company relating to "derivatives" or similar arrangements.
The Company has not paid dividends on its common stock, but has reinvested its
earnings to support its working capital and expansion requirements. Except for
future dividend requirements on the Series A preferred stock, the Company
intends to continue to employ its earnings in the development and expansion of
the business and does not expect to pay cash dividends in the foreseeable
future.
The Company believes that its existing credit facilities, leasing
capabilities, and projected cash flow from operations will be sufficient to
meet its foreseeable short term and long term capital and liquidity needs.
Plexus Corp. 10 1995 Annual Report
<PAGE> 13
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Net sales $283,134 $242,483 $159,597
Cost of sales 259,438 226,313 146,523
- -----------------------------------------------------------------------------------------------
Gross profit 23,696 16,170 13,074
Selling and administrative expenses 11,261 8,244 6,764
- -----------------------------------------------------------------------------------------------
Operating income 12,435 7,926 6,310
- -----------------------------------------------------------------------------------------------
Other income (expense)
Interest expense (2,470) (3,152) (1,608)
Miscellaneous 317 156 (572)
- -----------------------------------------------------------------------------------------------
(2,153) (2,996) (2,180)
- -----------------------------------------------------------------------------------------------
10,282 4,930 4,130
Income taxes 3,939 1,873 1,560
- -----------------------------------------------------------------------------------------------
Net income $ 6,343 $ 3,057 $ 2,570
===============================================================================================
Net income per common and common
equivalent share
Primary $ .89 $ .46 $ .40
===============================================================================================
Fully diluted $ .88 $ .46 $ .40
===============================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Plexus Corp. 11 1995 Annual Report
<PAGE> 14
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1995 AND 1994
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
ASSETS 1995 1994
<S> <C> <C>
Current assets:
Cash $ 3,569 $ 1,081
Accounts receivable, net of allowance of $145 and $130
in 1995 and 1994, respectively 47,560 43,699
Inventories 48,966 60,047
Deferred income taxes 904 743
Prepaid expenses and other 1,930 3,200
- -----------------------------------------------------------------------------------------------------
Total current assets 102,929 108,770
Property, plant and equipment, net 11,829 12,856
Other 330 395
- -----------------------------------------------------------------------------------------------------
Total assets $115,088 $122,021
=====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 107 $ 550
Accounts payable 23,279 36,891
Customer deposits 3,530 3,501
Accrued liabilities:
Salaries and wages 2,618 2,182
Other 2,093 2,862
- -----------------------------------------------------------------------------------------------------
Total current liabilities 31,627 45,986
Long-term debt 41,734 40,691
Deferred income taxes 718 465
Stockholders' equity:
Series A preferred stock, $.01 par value,
$1,000 face value, 7,000 shares
authorized, issued and outstanding -- --
Preferred stock, $.01 par value, 4,993,000
shares authorized,
none issued or outstanding -- --
Common stock, $.01 par value, 30,000,000 shares
authorized, 6,491,345 and 6,460,498 issued and
outstanding, respectively 65 65
Additional paid-in capital 14,160 13,829
Retained earnings 26,784 20,985
- -----------------------------------------------------------------------------------------------------
41,009 34,879
- -----------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $115,088 $122,021
=====================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Plexus Corp. 12 1995 Annual Report
<PAGE> 15
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
(in thousands, except share amounts)
<TABLE>
<CAPTION>
Additional Total
PREFERRED STOCK COMMON STOCK Paid-in Retained Stockholder's
Shares Amount Shares Amount Capital Earnings Equity
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances,
September 30, 1992 - $ - 6,448,173 $64 $ 7,708 $15,358 $23,130
Exercise of stock options - - - - (899) - (899)
Net income - - - - - 2,570 2,570
- ---------------------------------------------------------------------------------------------------------------------------------
Balances,
September 30, 1993 - - 6,448,173 64 6,809 17,928 24,801
Exercise of stock options - - 12,325 1 20 - 21
Issuance of Series A
Preferred Stock 7,000 - - - 7,000 - 7,000
Net income - - - - - 3,057 3,057
- ---------------------------------------------------------------------------------------------------------------------------------
Balances,
September 30, 1994 7,000 - 6,460,498 65 13,829 20,985 34,879
Exercise of stock options - - 30,847 - 331 - 331
Net income - - - - - 6,343 6,343
Preferred dividends
($77.69 per share) - - - - - (544) (544)
- ---------------------------------------------------------------------------------------------------------------------------------
Balances,
September 30, 1995 7,000 $ - 6,491,345 $65 $14,160 $26,784 $41,009
=================================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Plexus Corp. 13 1995 Annual Report
<PAGE> 16
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
(in thousands)
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES 1995 1994 1993
<S> <C> <C> <C>
Net income $ 6,343 $ 3,057 $ 2,570
Adjustments to reconcile net income to
net cash flows from operating activities:
Depreciation and amortization 3,237 3,103 2,555
Deferred income taxes 92 (156) (164)
Changes in assets and liabilities:
Accounts receivable, net (3,861) (22,367) (3,164)
Inventories 11,081 (10,599) (19,854)
Prepaid expenses and other 1,270 (690) (1,453)
Accounts payable (13,612) 12,869 10,251
Customer deposits 29 2,627 (94)
Accrued liabilities (333) 860 (332)
Other (58) 125 137
- -----------------------------------------------------------------------------------------------------------------
Net cash flows provided by (used in)
operating activities 4,188 (11,171) (9,548)
- -----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds on sale of property, plant and equipment 19 9,104 -
Payments for property, plant and equipment (2,106) (5,288) (8,233)
- -----------------------------------------------------------------------------------------------------------------
Net cash flows provided by (used in)
investing activities (2,087) 3,816 (8,233)
- -----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt 121,900 110,791 137,500
Payments on debt (121,300) (110,219) (119,763)
Issuance of preferred stock - 7,000 -
Issuance of common stock 331 21 -
Payments of preferred dividends (544) - -
- -----------------------------------------------------------------------------------------------------------------
Net cash flows provided by financing activities 387 7,593 17,737
- -----------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash 2,488 238 (44)
Cash at beginning of year 1,081 843 887
- -----------------------------------------------------------------------------------------------------------------
Cash at end of year $ 3,569 $ 1,081 $ 843
=================================================================================================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
Plexus Corp. 14 1995 Annual Report
<PAGE> 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Consolidation Principles: The consolidated financial statements include the
accounts of Plexus Corp. and its subsidiaries, all of which are wholly-owned.
All significant intercompany transactions have been eliminated.
Inventories: Inventories are valued primarily at the lower of standard cost or
market. Standard cost approximates costs determined by the first-in, first-out
(FIFO) method.
Property, Plant and Equipment and Depreciation: These assets are stated at
cost. Depreciation, determined on the straight-line method, is based on lives
assigned to the major classes of depreciable assets as follows:
<TABLE>
<S> <C>
Buildings and improvements 18-40 years
Machinery and equipment 3-10 years
Office furniture and equipment 5-10 years
Vehicles 3-5 years
</TABLE>
Revenue Recognition: Revenue is recognized primarily when inventory is shipped.
Revenue relating to product design and development contracts is recognized as
costs are incurred utilizing the percentage-of-completion method.
Income Taxes: Deferred income taxes are provided for differences between the
bases of assets and liabilities for financial and tax reporting purposes.
Stock Options: Proceeds from the sale of newly-issued common stock to employees
under the Company's stock option plan are credited to common stock to the
extent of par value and the excess to additional paid-in-capital. Income tax
benefits attributable to stock options exercised are recorded as an increase in
additional paid-in-capital.
Net Income Per Common and Common Equivalent Share: The computations of primary
and fully diluted net income per common share for 1995 and 1994 are based upon
the weighted average number of common shares outstanding plus the effect of
common shares contingently issuable relating to outstanding stock options using
the treasury stock method and common shares contingently issuable relating to
the convertible preferred stock using the if-converted method. In 1993, stock
options did not impact net income per share as they were either insignificant
or antidilutive, thus the computations are based solely upon the weighted
average number of common shares outstanding during the period. The fully
diluted calculation reflects additional dilution from stock options and
convertible preferred shares applying the market price at the end of the period
when that price is higher than the average market price for the period.
The common equivalent shares outstanding for the calculation of primary and
fully diluted net income per common share were 7,137,487 and 7,249,286 in 1995,
respectively. In 1994, and 1993, the common equivalent shares outstanding for
the calculation of primary and fully diluted net income per common share were
6,705,239, and 6,448,173, respectively.
Reclassification: Certain prior years' amounts have been reclassified to
conform to the 1995 presentation.
NOTE 2 - INVENTORIES
The major classes of inventories at September 30, 1995 and 1994 are as follows
(in thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Assembly parts $33,950 $38,156
Work-in-process 14,782 21,383
Finished goods 234 508
------------------------
$48,966 $60,047
========================
</TABLE>
NOTE 3 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net at September 30, 1995 and 1994 consist of
the following (in thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Land and improvements $ 731 $ 731
Buildings and improvements 7,664 7,614
Machinery and equipment 13,881 12,682
Office furniture and equipment 6,954 6,108
Vehicles 671 663
Construction-in-progress 193 783
------------------------------
$ 30,094 $28,581
Less accumulated
depreciation 18,265 15,725
------------------------------
$ 11,829 $12,856
==============================
</TABLE>
Plexus Corp. 15 1995 Annual Report
<PAGE> 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - DEBT
Long-term debt at September 30, 1995 and 1994 consists of the following (in
thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Revolving credit arrangement
(described below) $41,500 $37,100
$3,500,000 Bank Promissory Note,
paid in 1995 - 3,500
Other notes and obligations with
a weighted average interest
rate of 5.9% 341 641
-----------------------
41,841 41,241
Less current portion 107 550
-----------------------
$41,734 $40,691
=======================
</TABLE>
The revolving credit arrangement matures in July 1998 and provides for maximum
borrowings of $55,000,000, with all or portion of the principal bearing
interest at a prime-based or a LIBOR-based rate as elected by the Company.
These rates range from prime plus 1/4% to prime plus 1/2% and LIBOR plus 2% to
LIBOR plus 2 1/2%, depending on the Company's consolidated debt-to-worth ratio,
as defined by the Loan Agreement. The weighted average interest rate for this
agreement was 7.7% at September 30, 1995. The amount available under this
agreement is limited to 80% of qualified accounts receivable and 50% of
qualified inventory. Inventory borrowings are limited to $27,500,000. A
commitment fee of 1/4 of 1% per annum on the unused portion of this arrangement
is payable quarterly.
During 1995, the Company has an interest rate cap agreement with a commercial
bank which limited the Company's interest rate on a portion of its floating
rate long-term debt to 8% or 8.5%, depending on the rate charged on the
revolving credit arrangement. The agreement had a notional amount of
$10,000,000 and expires on October 7, 1996.
The revolving credit agreement, as amended, includes covenants which require
the maintenance of various debt-to-net worth ratios.
The aggregate scheduled maturities of long-term debt in subsequent years are as
follows (in thousands):
<TABLE>
<S> <C>
1996 $ 107
1997 63
1998 41,509
1999 10
2000 10
Thereafter 142
-------
$41,841
=======
</TABLE>
Cash paid for interest during the years ended September 30, 1995, 1994 and 1993
was $2,954,000, $3,248,000 and $1,727,000, respectively.
NOTE 5 - INCOME TAXES
The Company and its subsidiaries file a consolidated Federal income tax return.
Income taxes consist of the following (in thousands):
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Currently payable:
Federal $3,209 $1,706 $1,464
State 638 323 260
------------------------------------
3,847 2,029 1,724
------------------------------------
Deferred:
Federal 52 (210) (141)
State 40 54 (23)
------------------------------------
92 (156) (164)
------------------------------------
$3,939 $1,873 $1,560
====================================
</TABLE>
Following is a reconciliation of the Federal statutory income tax rate to the
effective tax rates reflected in the consolidated statements of operations for
the years ended September 30, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Federal statutory income tax rate 34.0% 34.0% 34.0%
Increase (decrease) resulting from:
State income taxes, net of
Federal income tax benefit 4.4 5.0 4.2
Other, net (0.1) (1.0) (0.4)
------------------------------------
Effective tax rate 38.3% 38.0% 37.8%
====================================
</TABLE>
Plexus Corp. 16 1995 Annual Report
<PAGE> 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of the net deferred income tax asset as
of September 30, 1995 and 1994, were as follows (in
thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Deferred tax assets:
Accrued benefits $ 521 $ 415
Loss carryforwards 115 153
Partnership investment 122 120
Valuation reserves 209 417
Health insurance 31 31
Inventory capitalization 217 99
Other 340 117
-----------------------
1,555 1,352
Less valuation allowance (181) (142)
-----------------------
1,374 1,210
-----------------------
Deferred tax liabilities:
Property, plant and equipment 997 827
Other 191 105
-----------------------
1,188 932
-----------------------
Net deferred income tax asset $ 186 $ 278
=======================
</TABLE>
Cash paid for income taxes for the years ended September 30, 1995, 1994 and
1993 was $4,577,000, $1,419,000 and $1,884,000, respectively.
NOTE 6 - STOCKHOLDERS' EQUITY
During 1994, the company issued 7,000 shares of Series A Preferred Stock (the
"Preferred Shares") with a face value of $1,000 per share at face value.
Dividends are earned on the face value of the Preferred Shares at 1/2 the sum
of the prime rate less 1%. These dividends are cumulative and payable
semi-annually in arrears, when and as declared by the Company's Board of
Directors. At September 30, 1995, dividends of $8.25 per share (aggregate
$58,000) were in arrears on the Preferred Shares. Upon liquidation of the
Company, holders of the Preferred Shares would be entitled to receive the face
value of the Preferred Shares, plus any accrued but unpaid dividends, whether
declared or not, before any distribution to the common shareholders of the
Company. The Company may redeem the Preferred Shares at any time on or after
June 30, 1995, at face value plus any accrued but unpaid dividends, whether
declared or not. From and after October 1, 1994 until June 30, 2004, the
Preferred Shares are convertible into common stock at a conversion price of
$12.63 per share. The Company has reserved 554,455 shares of its authorized but
unissued common stock for possible conversion.
NOTE 7 - LEASE COMMITMENTS
The Company has a number of operating lease agreements primarily involving
manufacturing equipment, computerized design equipment and manufacturing
facilities. These leases are noncancelable and expire on various dates through
2014. Rent expense under all operating leases during 1995, 1994 and 1993 was
approximately $12,491,090, $10,519,000 and $7,742,000, respectively. Renewal
and purchase options are available on certain of these leases.
During 1994, the Company sold its Advanced Manufacturing Facility for
$9,250,000 and entered into an agreement to lease the facility back from the
purchaser. The lease calls for annual rental payments of $1,091,000 over twenty
years and allows the Company to extend the lease for six five-year periods. The
lease has been accounted for as an operating lease. The gain recognized on the
sale was not significant.
The future minimum annual payments on these leases are as follows (in
thousands):
<TABLE>
<S> <C>
1996 $12,929
1997 7,958
1998 3,437
1999 1,823
2000 1,777
Thereafter 18,552
-------
$46,476
=======
</TABLE>
NOTE 8 - STOCK OPTION AND SAVINGS PLANS
The Company's 1988 Stock Option Plan (the "1988 Plan") authorizes the Company
to grant options to purchase up to 900,000 shares of common stock. All shares
will be made available from authorized and unissued shares. Officers and key
employees of the Company are eligible to receive options. The 1988 Plan
provides for the granting of options at an option price of not less than the
fair market value on the date of grant. Options vest over a three-year period.
Additionally, the 1988 Plan authorizes the Company to grant 450,000 stock
appreciation rights, none of which have been granted as of September 30, 1995.
During 1995, the Company approved two stock option plans, the 1995 Executive
Stock Option Plan (the "Executive Plan") and the 1995 Directors' Stock Option
Plan (the "Directors' Plan"). The Executive Plan authorizes the Company to grant
options to purchase up to 1,000,000 shares of common stock. All shares will be
made available from authorized and unissued shares. Options may be
Plexus Corp. 17 1995 Annual Report
<PAGE> 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
granted to officers and key employees of the Company provided that no officer
or key employee may be granted an option or options covering, in the aggregate,
more than 50,000 shares of stock in any calendar year. The Executive Plan
provides for the granting of options at an option price of not less than the
fair market value on the date of grant. Options vest over a three-year period
after the date of grant. Additionally, the Executive Plan authorizes the
Company to grant 300,000 stock appreciation rights, none of which have been
granted as of September 30, 1995. The Executive Plan shall terminate on
December 31, 2004 or at such earlier time as the Board of Directors may
determine.
The Directors' Plan authorizes the Company to grant options to purchase up to
100,000 shares of common stock. Shares may come from authorized but unissued
shares, from treasury shares held by the Company, from shares purchased by the
Company on an open market for such purpose, or from any combination of the
foregoing. At the first meeting of the Board of Directors following the
Company's 1995 annual meeting of shareholders, each person then serving the
Company as an outside director was granted a non-qualified stock option to
purchase 1,500 shares. Commencing December 1, 1995, and continuing on the first
business day of each December thereafter through December 1, 2004, each person
then serving the Company as an outside director shall automatically be granted
a non-qualified stock option to purchase 1,500 shares. The Directors' Plan
provides for the granting of options at an option price of not less than the
fair market value on the date of grant and shall terminate on December 31, 2004
or at such earlier time as the Board may determine.
Stock option balances and transactions under the 1988 Plan, the Executive Plan,
and the Directors' Plan at and during the years ended September 30, 1995, 1994,
and 1993 are summarized as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Outstanding at beginning
of year 560,661 402,161 247,162
Granted 239,000 178,000 160,500
Exercised (between $3.88
and $13.69 per share) (30,834) (16,500) -
Lapsed (24,838) (3,000) (5,501)
-------------------------------------------
Outstanding at end of year 743,989 560,661 402,161
===========================================
Exercisable at end of year 349,945 252,696 127,366
===========================================
Shares available for future
options at end of year 1,100,000 2 175,002
===========================================
</TABLE>
Options outstanding as of September 30, 1995 have exercise prices ranging from
$2.54 to $17.44 per share.
The Company's 401(k) savings plan covers all employees with one or more years
of service. The Company matches employee contributions up to 2.5% of eligible
earnings. The Company's contributions for 1995, 1994 and 1993 totaled $644,000,
$563,000 and $498,000, respectively.
The Company is not obligated to provide any postretirement medical or life
insurance benefits to employees.
NOTE 9 - BUSINESS SEGMENT AND MAJOR CUSTOMERS
The Company and its subsidiaries operate in one business segment, the
production and sale of electronic products including the designing,
manufacturing, programming and testing of computerized electronic assemblies.
Approximate sales to various divisions of a major customer were 25.6%, 39.4%
and 36.6% of consolidated net sales for the years ended September 30, 1995,
1994 and 1993, respectively. Additionally, sales to various divisions of
another major customer approximated 17.3%, 15.6% and 18.7% of consolidated net
sales for the years ended September 30, 1995, 1994 and 1993, respectively.
NOTE 10 - TRANSACTIONS WITH RELATED PARTIES
During 1993 and 1992, a wholly-owned subsidiary of the Company, Plexus General
Partner Corp., made capital contributions totaling $700,000 to the Plexus Home
Automation Limited Partnership ("PHALP"). Several of the limited partners of
PHALP are officers, directors and/or shareholders of the Company and/or other
Company subsidiaries. The Company recorded losses of $413,000 in the years 1993
through 1995 which reduced the carrying value of this investment. PHALP became
inactive during the latter half of 1995 and as a result the Company wrote off
its remaining investment in the partnership of $57,000 and certain other
related assets of $180,000. The Company billed PHALP $41,000, $65,000 and
$693,000, during the years 1995, 1994 and 1993, respectively, for certain
services rendered by the Company.
During 1994, promissory notes aggregating $5,000,000, which were payable to
certain shareholders of the Company who are also limited partners in PHALP,
were paid in full with the proceeds from the issuance of the Series A Preferred
Stock. The preferred shares were issued to and are held by the former holders
of the promissory notes described above.
Plexus Corp. 18 1995 Annual Report
<PAGE> 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 - QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data for the years ended September 30, 1995 and
1994 is as follows (in thousands except per share and stock price amounts):
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
1995 QUARTER QUARTER QUARTER QUARTER TOTAL
<S> <C> <C> <C> <C> <C>
Net sales $ 65,341 $ 69,380 $ 72,354 $ 76,059 $ 283,134
Gross profit 4,358 5,938 6,275 7,125 23,696
Net income 895 1,470 1,823 2,155 6,343
Income per common share(*)
Primary $ 0.13 $ 0.21 $ 0.26 $ 0.30 $ 0.89
Fully diluted 0.13 0.21 0.26 0.30 0.88
Stock price:
High $ 10 3/4 $ 12 7/8 $ 14 3/4 $ 18 7/8 $ 18 7/8
Low 8 1/4 8 1/2 11 1/4 13 1/2 8 1/4
1994
Net sales $ 55,944 $ 61,323 $ 55,004 $ 70,212 $ 242,483
Gross profit 3,590 4,482 3,644 4,454 16,170
Net income 704 1,023 304 1,026 3,057
Income per common share(*) $ 0.11 $ 0.16 $ 0.05 $ 0.15 $ 0.46
Stock price:
High $ 18 $ 17 1/2 $ 16 3/4 $ 12 1/2 18
Low 14 1/4 15 1/4 11 3/4 10 1/4 $ 10 1/4
</TABLE>
(*) Income per common share is computed independently for each quarter. The
annual per share amount may not equal the sum of the quarterly amounts due to
rounding. The amounts shown for 1994 represent primary and fully diluted
earnings per common share.
The Company recognized adjustments in the fourth quarter of 1995 and 1994
related principally to the adjustment of perpetual inventory records to actual
balances which decreased and increased quarterly earnings per share by $(.02)
and $0.05, respectively.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF PLEXUS CORP.
We have audited the accompanying consolidated balance sheets of Plexus Corp.
and Subsidiaries as of September 30, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended September 30, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Plexus Corp. and
Subsidiaries as of September 30, 1995 and 1994, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended September 30, 1995, in conformity with generally accepted accounting
principles.
Milwaukee, Wisconsin COOPERS & LYBRAND L.L.P.
November 17, 1995
Plexus Corp. 19 1995 Annual Report
<PAGE> 22
SHAREHOLDER INFORMATION
INFORMATION ON COMMON STOCK
For the years ended September 30, 1995 and 1994, the Company's Common Stock has
traded on the NASDAQ National Market System; the price information for that
period represents high and low sale prices.
The Company has not paid any cash dividends. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for a discussion of
the Company's dividend intentions and Note 4 to the Consolidated Financial
Statements for restrictions on dividend payments.
<TABLE>
<CAPTION>
PRICE RANGE OF PRICE RANGE OF
Fiscal Year Ended COMMON STOCK Fiscal Year Ended COMMON STOCK
September 30, 1995 Low High September 30, 1994 Low High
<S> <C> <C> <C> <C> <C>
First Quarter 8 1/4 10 3/4 First Quarter 14 1/4 18
Second Quarter 8 1/2 12 7/8 Second Quarter 15 1/4 17 1/2
Third Quarter 11 1/4 14 3/4 Third Quarter 11 3/4 16 3/4
Fourth Quarter 13 1/2 18 7/8 Fourth Quarter 10 1/4 12 1/2
Year 8 1/4 18 7/8 Year 10 1/4 18
</TABLE>
INVESTOR INFORMATION
Plexus Corp. Common Stock is traded over-the-counter on the NASDAQ National
Market System, symbol PLXS. As of September 30, 1995, there were approximately
2,500 shareholders of record. A copy of Plexus Corp.'s 1995 Form 10-K Report to
the Securities and Exchange Commission is available to the shareholders upon
written request to:
Joseph D. Kaufman, Secretary
Plexus Corp.
55 Jewelers Park Drive
P.O. Box 156
Neenah, WI 54957-0156
TRANSFER AGENT AND REGISTRAR
Firstar Trust Company
615 E. Michigan Street
P.O. Box 2077
Milwaukee, WI 53201-2077
(800) 637-7549
AUDITORS
Coopers & Lybrand
411 E. Wisconsin Avenue
Milwaukee, WI 53202
Plexus Corp. 20 1995 Annual Report
<PAGE> 23
DIRECTORS AND OFFICERS
BOARD OF DIRECTORS
ROBERT A. COOPER
Senior Vice President
Dain Bosworth Inc.
(Brokerage and other financial services)
RUDOLPH T. HOPPE
Retired; previously President and Director
The Glenora Company
(Investments)
HAROLD R. MILLER
Retired; previously Chairman of the Board
Marathon Engineers/Architects/Planners, Inc.
(Architects and engineers)
ALLAN C. MULDER
Retired; previously Chairman of the Board
Miller Electric Manufacturing Co.
(Manufacturer of welding equipment)
JOHN L. NUSSBAUM
President
Plexus Corp.
GERALD A. PITNER
Executive Vice President
Plexus Corp.
THOMAS J. PROSSER
Vice President - Investment Banking
Robert W. Baird & Co., Inc.
(Brokerage and other financial services)
PETER STRANDWITZ
Chairman and Chief Executive Officer
Plexus Corp.
EXECUTIVE OFFICERS
PETER STRANDWITZ
Chairman and Chief Executive Officer
JOHN L. NUSSBAUM
President
GERALD A. PITNER
Executive Vice President
CHARLES C. WILLIAMS
Vice President
WILLIAM F. DENNEY
Vice President and Controller
JOSEPH D. KAUFMAN
Vice President, Secretary and General Counsel
<PAGE> 24
[PLEXUS LOGO]
55 Jewelers Park Drive
Post Office Box 156
Neenah, WI 54957-0156
Product development,
manufacturing and
testing solutions for the
electronics industry.
