<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
--------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 0-23354
FLEXTRONICS INTERNATIONAL LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Singapore Not Applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Blk 514, Chai Chee Lane
#04-13
Singapore 469029
(Address of principal executive offices) (Zip Code)
(65) 449-5255
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former 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 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
----- -----
`Number of Ordinary Shares S$0.01 par value, as of June 30, 1997: 13,752,293
<PAGE> 2
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
Condensed Consolidated Balance Sheets - June 30, 1997 and March 31, 1997..... 3
Condensed Consolidated Statements of Operations-Three months ended June 30,
1997 and 1996........................................................... 4
Condensed Consolidated Statements of Cash Flow-Three months ended June 30,
1997 and 1996........................................................... 5
Notes to Condensed Consolidated Financial Statements......................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations................................ 8-15
PART II. OTHER INFORMATION
Items 1 through 6............................................................................... 16
Signatures...................................................................................... 17
</TABLE>
2
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PART I - FINANCIAL INFORMATION
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1997* 1997
----------- ------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets
Cash................................................................ $ 23,645 $ 33,092
Accounts receivable, net............................................ 69,331 74,001
Inventories......................................................... 106,583 108,926
Other current assets................................................ 10,769 12,308
-------- --------
Total current assets........................................ 210,328 228,327
-------- --------
Property and equipment
At cost............................................................. 153,137 180,255
Accumulated depreciation............................................ (42,172) (44,420)
-------- --------
Net property and equipment.......................................... 110,965 135,835
-------- --------
Other non-current assets............................................ 37,941 37,969
-------- --------
TOTAL ASSETS................................................ $ 359,234 $ 402,131
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank borrowings..................................................... $ 111,075 $ 73,500
Current portion of capital lease and long-term debt................. 12,233 11,754
Accounts payable.................................................... 73,631 82,881
Other current liabilities........................................... 38,436 63,368
-------- --------
Total current liabilities................................... 235,375 231,503
-------- --------
Long term debt, less current portion.................................. 25,712 67,518
Obligations under capital leases and deferred income taxes............ 13,847 13,860
Notes payable to shareholders......................................... 223 223
Minority interest..................................................... 485 485
Shareholders' equity
Ordinary shares, S$0.01 par value:
Authorized -- 100,000,000 shares at March 31, 1997 and June 30, 1997
Issued and outstanding -- 13,676,243 shares at March 31, 1997 and
13,752,293 shares at June 30, 1997............................... 88 89
Additional paid-in capital.......................................... 95,570 95,207
Accumulated deficit................................................. (12,066) (6,754)
-------- --------
Total shareholders' equity.................................. 83,592 88,542
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............................ $ 359,234 $ 402,131
======== ========
</TABLE>
- ---------------
* The balance sheet at March 31, 1997 has been derived from audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
3
<PAGE> 4
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-----------------------
1996 1997
-------- --------
RESTATED
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
<S> <C> <C>
Net sales............................................................ $117,889 $196,883
Costs and expenses:
Cost of sales...................................................... 106,143 177,212
Selling, general and administrative expenses....................... 5,611 10,549
Goodwill and intangibles amortization.............................. 659 742
Net interest expense............................................... 595 2,938
Foreign exchange gain.............................................. 79 306
Income from associated company..................................... -- 300
-------- --------
112,929 190,835
Income before income taxes......................................... 4,960 6,048
Provision for income taxes......................................... 763 736
-------- --------
Net income after income taxes........................................ 4,197 5,312
======== ========
Earnings per share:
Net income per share............................................... $ 0.28 $ 0.36
======== ========
Weighted average ordinary shares and equivalents..................... 14,914 14,955
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-----------------------
1996 1997
-------- --------
RESTATED
(IN THOUSANDS)
<S> <C> <C>
Net cash provided by operating activities............................ $ 3,455 $ 17,955
Investing activities:
Purchases of property and equipment................................ (5,739) (28,173)
Proceeds from sale of property and equipment....................... 39 88
Payment for Astron................................................. -- (6,250)
-------- --------
Net cash used for investing activities............................... (5,700) (34,335)
======== ========
Financing activities:
Borrowings from banks, net......................................... 4,605 27,925
Repayment of capital lease obligations............................. (701) (2,129)
Repayment of long-term debt........................................ (342) (277)
Repayment of loan from related party............................... 350 --
Net proceeds from issuance of share capital........................ 547 308
-------- --------
Net cash provided by financing activities............................ 4,459 25,827
======== ========
Net increase in cash................................................. 2,214 9,447
Cash, beginning of period............................................ 6,546 23,645
-------- --------
Cash, end of period.................................................. $ 8,760 $ 33,092
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended June 30, 1997 are not necessarily indicative of the results that may be
expected for the year ending March 31, 1998.
NOTE B -- INVENTORIES
Inventories are stated at the lower of cost or market value. Cost is
comprised of direct materials on a first-in-first-out basis and, in the case of
finished products and work-in-progress, direct labor and attributable production
overheads based on normal levels of activity. The components of inventory
consist of the following:
<TABLE>
<CAPTION>
MARCH 31 JUNE 30
1997 1997
--------- --------
(IN THOUSANDS)
<S> <C> <C>
Raw materials.......................................... $ 64,213 $ 95,612
Work-in-process........................................ 16,561 10,753
Finished goods......................................... 25,809 2,561
-------- --------
Total........................................ $ 106,583 $108,926
======== ========
</TABLE>
NOTE C -- RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128).
SFAS No. 128 establishes a different method of computing net income per share
than is currently required under the provisions of Accounting Principles Board
Opinion No. 15. Under SFAS No. 128, the Company will be required to present both
basic net income per share and diluted net income per share.
The Company plans to adopt SFAS No. 128 in its fourth fiscal quarter ending
March 31, 1998 and at that time all historical net income per share data
presented will be restated to conform to the provisions of SFAS No. 128. Under
the provisions of SFAS 128, basic and diluted net income per share for the three
month periods ended June 30, 1997 and June 30, 1996, would have been $0.39 and
$0.36 and $0.32 and $0.28, respectively.
In February 1997, FASB issued SFAS No. 129, "Disclosure of Information
about Capital Structure", which will be adopted by the Company in the fourth
quarter of 1998. SFAS No. 129 requires companies to disclose certain information
about their capital structure. The Company does not anticipate that SFAS No. 129
will have a material impact on its financial statements.
In July 1997, FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which is effective for fiscal years ending after December 15, 1997. The Company
does not anticipate that SFAS No. 130 will have a material effect on its
financial position, results of operations, or cash flows.
6
<PAGE> 7
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
NOTE D -- NET INCOME PER SHARE
Net income per share for each period is calculated by dividing net income
by the weighted average shares of common stock and common stock equivalents
outstanding during the period using the treasury stock method. Common stock
equivalents consist of shares issuable upon the exercise of outstanding common
stock options and warrants. Fully diluted net income per share is substantially
the same as primary net income per share.
7
<PAGE> 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for historical information contained herein, the matters
discussed in this Form 10-Q are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. In this Report, the words "expects,"
"anticipates," "believes," "intends" and similar expressions identify
forward-looking statements, which speak only as of the date hereof. These
forward-looking statements are subject to certain risks and uncertainties,
including, without limitation, those discussed in Item 2, "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Certain Factors Affecting Future Operating Results," that could cause results to
differ materially from historical results or those anticipated. The Company
undertakes no obligation to publicly disclose any revisions to these
forward-looking statements to reflect events or circumstances occurring
subsequent to the filing of this Form 10-Q with the Securities and Exchange
Commission. Readers are urged to carefully review and consider the various
disclosures made by the Company in this report and in the Company's other
reports filed with the Securities and Exchange Commission, including its Form
10-K and its other Forms 10-Q, that attempt to advise interested parties of the
risks and factors that may affect the Company's business.
OVERVIEW
In recent years, the Company has substantially expanded its
manufacturing capacity, technological capabilities and service offerings,
through both acquisitions and internal growth. See "Certain Factors Affecting
Future Operating Results - Management of Expansion and Consolidation."
In January 1995, the Company acquired nCHIP, Inc. ("nCHIP") in exchange
for an aggregate of approximately 2,450,000 Ordinary Shares in a transaction
accounted for as a pooling of interests. Currently, the Company is engaged in
negotiations to sell nCHIP's semiconductor wafer fabrication facilities to a
third party.
In February 1996, the Company acquired Astron Group Limited in exchange for
(i) $13.4 million in cash, (ii) $15.0 million in 8% promissory notes, ($10.0
million of which was paid in February 1997 and $5.0 million of which is payable
in February 1998), (iii) 238,684 Ordinary Shares issued at closing and (iv)
Ordinary Shares with a value of $10.0 million to be issued on June 30, 1998. The
Company also paid an earnout of an additional $6.25 million in cash in April
1997, based on the pre-tax profit of Astron for the calendar year ended December
31, 1996. In addition, the Company agreed to pay a $15.0 million consulting fee
in June 1998 to an entity affiliated with Stephen Rees, a former shareholder and
the Chairman of Astron, pursuant to a services agreement among the Company, one
of its subsidiaries and the affiliate of Mr. Rees (the "Services Agreement").
Payment of the fee was conditioned upon, among other things, Mr. Rees'
continuing as Chairman of Astron through June 1998. Mr. Rees currently also
serves as a director and executive officer of the Company.
In March 1997, the Company and Mr. Rees' affiliate agreed to remove the
remaining conditions to payment of the fee and to reduce the amount of the fee,
which remains payable in June 1998, to $14.0 million. This reduction was
negotiated in view of (i) a settlement in March 1997 of the amount of the
earnout payable by the Company to the former shareholders of Astron in which the
Company agreed to certain matters, previously in dispute, affecting the amount
of the earn-out payment, and (ii) the elimination of the conditions to payment
and of Mr. Rees' ongoing obligations under the Services Agreement. Substantially
all of the former shareholders of Astron were affiliates of Mr. Rees or members
of his family. Accordingly, the only remaining obligation of either party is the
Company's unconditional obligation to pay the $14.0 million fee in June 1998. Of
the $14.0 million, $5.0 million must be paid in cash. The remainder may be paid
in either cash or Ordinary Shares at the option of the Company, and the Company
intends to pay such amount in Ordinary Shares.
Since the Company's acquisition of Astron, the net sales generated by
Astron's then-existing products and services, and by its products and services
then under development, have grown at rates significantly lower than those
anticipated by the Company at the time of the acquisition and significantly
lower than those assumed in the independent valuation used by the Company in
allocating the purchase price of Astron to the assets acquired. The Company
believes that this is attributable primarily to (i) delays in developing certain
new technologies as a result of several factors, including the unanticipated
complexity of many of the new technologies, difficulties in achieving expected
production yields, changes in the Company's development priorities and
unavailability of certain materials; (ii) interruptions in production and
diversions of resources, resulting from a fire in Astron's facilities in Doumen,
China in April 1996 (although the Company does not currently expect that such
event will have a significant long-term effect on Astron's business, customer
base or intangible assets); (iii) reduced sales of certain products to end-users
by certain of Astron's customers; and (iv) changes in product mix that adversely
affected production efficiency. The Company estimates that, at the time of the
acquisition, the average remaining economic life of Astron's developed process
technologies was seven years. While the Company has completed the development of
certain of the technologies that were under development at the time of the
acquisition, the Company has not yet completed development of other technologies
that were material to its valuation of Astron and which it initially anticipated
completing in fiscal 1996 and 1997. The Company currently anticipates that
completion of these technologies will require the expenditure of approximately
$5.0 million through fiscal 1999, consisting primarily of the cost of internal
engineering staff and related overhead, material costs and other expenses. The
completion of such development is subject to a number of uncertainties,
including potential difficulties in optimizing manufacturing processes and the
potential development of alternative technologies by competitors that could
render Astron's technologies uncompetitive or obsolete. Accordingly, no
assurances can be given as to whether, or when, the Company will be able to
complete the development of such technologies, as to the cost of such
development, or as to potential sales of products based on such technologies.
The capabilities provided by the technologies under development may not
otherwise be available to the Company. Accordingly, the failure by the Company
to successfully develop such technologies would limit the Company's ability to
compete effectively for business requiring certain advanced capabilities, and
would prevent it from achieving the anticipated benefits of the Astron
acquisition.
In November 1996, the Company acquired Fine Line in exchange for
223,321 Ordinary Shares in a pooling of interests transaction. The Company's
prior financial statements were not restated because the financial results of
Fine Line did not have a material impact on the consolidated results.
On December 20, 1996, the Company acquired 40% of FICO Investment
Holding Limited ("FICO") for $5.2 million. Of this, the Company paid $3 million
in December 1996 and accrued the $2.2 million balance in the fourth quarter of
fiscal 1997. The Company has an option to purchase the remaining 60% of FICO in
1998 for a price that is dependent on the financial performance of FICO for the
period ending December 31, 1997. FICO produces injection molded plastics for
electronics companies with manufacturing facilities in Shenzhen, China.
8
<PAGE> 9
On March 27, 1997, the Company acquired from Ericsson Business
Networks AB ("Ericsson") two manufacturing facilities (the "Karlskrona
Facilities") located in Karlskrona, Sweden and related inventory, equipment and
other assets for approximately $82.4 million in cash. The acquisition was
financed by borrowings from banks, and accounted for under the purchase method.
The Karlskrona Facilities include a 220,000 square foot facility and a 110,000
square foot facility, each of which is ISO 9002 certified. At the same time, the
Company and Ericsson entered into a multi-year purchase agreement under which
the Company will manufacture, and Ericsson will purchase, certain products used
in the business communications systems sold by Ericsson. The Company is
currently utilizing the Karlskrona Facilities to assemble and test printed
circuit boards, network switches, cordless base stations and other components
for these systems. The Company also intends to use the Karlskrona Facilities to
offer advanced contract manufacturing services to other European OEMs.
Approximately 870 employees are currently based at the Karlskrona Facilities.
See "Certain Factors Affecting Future Operating Results Risks of Karlskrona
Acquisition."
The Company has recently consolidated and expanded its manufacturing
facilities, with the goal of concentrating its activities in a smaller number of
larger, strategically located sites. The Company has closed its Richardson,
Texas facility and downsized manufacturing operations at its Singapore facility,
while substantially increasing overall capacity by expanding operations in North
America, Asia and Europe. In North America, the Company has recently leased a
new 71,000 square foot facility, from which the Company intends to offer a wide
range of engineering services, and in July 1997 the Company completed
construction of a new 73,000 square foot facility, dedicated to high volume PCB
assembly. These new facilities are located adjacent to the Company's other San
Jose operations. Also in July 1997, the Company completed construction of a
101,000 square foot manufacturing facility on a 32-acre campus site in
Guadalajara, Mexico. In Asia, the Company is expanding its Doumen facilities by
developing an additional 224,000 square feet for miniaturized gold-finished PCB
fabrication and for PCB and full system assembly. The Company completed the
construction of this expanded facility in June 1997. The Company is currently
installing equipment and infrastructure and commencing production at its new and
expanded facilities.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain
statement of operations data expressed as a percentage of net sales.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-----------------------
1996 1997
----- -----
<S> <C> <C>
Net sales ............................................ 100.0% 100.0%
Cost of sales ........................................ 90.0 90.0
----- -----
Gross profit .................................... 10.0 10.0
Selling, general and administrative expenses ......... 4.8 5.3
Goodwill and intangible assets amortization .......... 0.6 0.4
Operating income ................................ 4.6 4.3
Net interest expense ................................. (0.5) (1.5)
Foreign exchange gain (loss) ......................... 0.1 0.2
Income (loss) from associated company ................ -- 0.1
Income before income taxes ...................... 4.2 3.1
Provision for income taxes ........................... 0.6 0.4
----- -----
Net income ...................................... 3.6% 2.7%
===== =====
</TABLE>
Net Sales
Net sales for the three months ended June 30, 1997 increased 67.0% to
$196.9 million from $117.9 million for the three months ended June 30, 1996. The
increase in sales was primarily due to (1) sales to Ericsson following
9
<PAGE> 10
the March 27, 1997 acquisition of the Karlskrona Facilities, (2) an increase in
sales to certain existing customers, and (3) sales to new customers. This
increase was partially offset by reduced sales to certain existing customers,
including Minebea, Apple Computer, Visioneer and Global Village. See "Certain
Factors Affecting Future Operating Results - Customer Concentration; Dependence
on Electronics Industry" and "Certain Factors Affecting Future Operating Results
- - Risks of Karlskrona Acquisition."
Gross Profit
Gross profit varies from period to period and is affected by, among
other things, product mix, component costs, product life cycles, unit volumes,
startup, expansion and consolidation of manufacturing facilities, pricing,
competition and new product introductions. Gross profit margin remained constant
at 10.0% for both the three months ended June 30, 1997 and the three months
ended June 30, 1996. Gross profit margin in the three months ended June 30, 1997
was favorably affected by cash payments from a customer received under the
Company's agreement with that customer as a result of production volumes for
that customer that were lower than previously scheduled. The Company's new and
expanded facilities provide capacity for production volumes significantly
greater than current levels. As a result of this expansion, the Company
anticipates increased depreciation and other fixed expenses, and expects that
its gross profit margin will be adversely affected in the remainder of fiscal
1998 as it commences volume production in the new facilities.
Cost of sales included research and development costs of approximately
$271,000 and $229,000 in the three months ended June 30, 1997 and 1996.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended
June 30, 1997 increased to $10.5 million from $5.6 million for the three months
ended June 30, 1996 and increased as a percentage of net sales to 5.3% for the
three months ended June 30, 1997 from 4.8% for the three months ended June 30,
1996. Of the $4.9 million increase in selling, general and administrative
expenses, $800,000 resulted from increased selling expenses, $2.6 million
resulted from increased general and administrative expenses and $1.5 million
resulted from increased corporate expenses. The increase in selling expenses is
primarily due to the addition of new sales personnel in the United States and
Europe and the inclusion of Fine Line's selling expenses; the increase in
general and administrative expenses is primarily due to the inclusion of the
operations of the Karlskrona Facilities; and the increase in corporate expenses
is primarily due to an increase in staffing levels, primarily personnel related
to implementation of new information systems as well as increased corporate
staff, and to increased legal and other professional expenses.
Goodwill and Intangible Assets Amortization
Goodwill and intangible assets are amortized on a straight line basis.
Goodwill and intangible amortization for the three months ended June 30, 1997
increased to $742,000 from $659,000 for the three months ended June 30, 1996.
The goodwill and intangible asset amortization are primarily due to the
Company's acquisition of Astron.
Net Interest Expense
Net interest expense increased to $2.9 million for the three months
ended June 30, 1997 from $595,000 for the three months ended June 30, 1996, due
to interest and amortization of commitment fees related to borrowings under the
Credit Facility, primarily incurred to finance the Karlskrona Acquisition. See
"Certain Factors Affecting Future Operating Results -- Increased Leverage."
Foreign Exchange Gain (Loss)
Foreign exchange gain increased to $306,000 in the three months ended
June 30, 1997 from $79,000 in the three months ended June 30, 1996 as a result
of changes in the rates of exchange between the U.S. dollar and local
currencies of the Company's international operations.
Income (Loss) from Associated Company
The Company acquired a 40% interest in FICO in December 1996.
According to the equity method of accounting, the Company did not recognize
revenue from sales by FICO, but based on its ownership interest recognized 40%
of the net income or loss of the associated company. The Company has recorded
its 40% share of FICO's post-acquisition net income, amounting to $300,000 in
the three months ended June 30, 1997.
Provision for Income Taxes
The Company is structured as a holding company, conducting its
operations through manufacturing and marketing subsidiaries in China, Malaysia,
Mauritius, the Netherlands, Singapore, Sweden, the United Kingdom and the United
States. Each of these subsidiaries is subject to taxation in the country in
which it has been formed. The Company's consolidated effective tax rate for any
given period is calculated by dividing the aggregate taxes incurred
10
<PAGE> 11
by each of the operating subsidiaries and the holding company by the Company's
consolidated pre-tax income. Losses incurred by any subsidiary or by the holding
company are not deductible by the entities incorporated in other countries in
the calculation of their respective local taxes. For example, the charge for the
closing of one plant in Texas in fiscal 1997 was incurred by a United States
subsidiary that did not have income against which this charge could be offset.
The Company's consolidated effective tax rate was 12.2% for the three
months ended June 30, 1997. The Company reduced the effective tax rate on
certain of its subsidiaries that had certain profitable operations by applying
net loss carry forwards. In addition, the Company has reduced the effective tax
rate by shifting some of its manufacturing operations from Singapore, which has
an ordinary corporate tax rate of 26%, to low cost manufacturing locations. The
Company has structured its operations in Asia in a manner designed to maximize
income in countries where tax incentives have been extended to encourage foreign
investment or where income tax rates are low. The Company's Asian manufacturing
subsidiaries have at various times been granted certain tax relief in each of
these countries, resulting in lower taxes than would otherwise be the case under
ordinary tax rates. If tax incentives are not renewed upon expiration, if the
tax rates applicable to the Company are rescinded or changed, or if tax
authorities challenge successfully the manner in which profits are recognized
among the Company's subsidiaries, the Company's worldwide effective tax rate
would increase and its results of operations and cash flow would be adversely
affected. In addition, the expansion by the Company of its operations in North
America and Northern Europe may increase its worldwide effective tax rate.
Variability of Results
The Company has experienced, and expects to continue to experience,
significant periodic and quarterly fluctuations in results of operations due to
a variety of factors. These factors include, among other things, timing of
orders, the short-term nature of most customers' purchase commitments, volume of
orders relative to the Company's capacity, customers' announcements,
introduction and market acceptance of new products or new generations of
products, evolution in the life cycles of customer's products, timing of
expenditures in anticipation of future orders, effectiveness in managing
manufacturing processes, changes in cost and availability of labor and
components, mix of orders filled, and changes or anticipated changes in economic
conditions. In addition, the Company's revenues are adversely affected by the
observance of local holidays during the fourth fiscal quarter in Malaysia and
China, reduced production levels in Sweden in July, and the reduction in orders
by certain customers in the fourth quarter reflecting a seasonal slowdown
following the Christmas holiday. The market segments served by the Company are
also subject to economic cycles and have in the past experienced, and are likely
in the future to experience, recessionary periods. A recessionary period
affecting the industry segments served by the Company could have a material
adverse effect on the Company's results of operations. Results of operations in
any period should not be considered indicative of the results to be expected for
any future period, and fluctuations in operating results may also result in
fluctuations in the price of the Company's Ordinary Shares. In future periods,
the Company's revenue or results of operations may be below the expectations of
public market analysts and investors. In such event, the price of the Company's
Ordinary Shares would likely be materially adversely affected.
Liquidity and Capital Resources
The Company has funded its operations from the proceeds of public
offerings of equity securities, cash generated from operations, bank debt and
lease financing of capital equipment. At June 30, 1997 the Company had cash
balances totaling $33.1 million, outstanding bank borrowings of $139.0 million,
and an aggregate of $3.7 million available for borrowing under the Company's
credit facility.
Net cash provided by operating activities was $18.0 million for the
three months ended June 30, 1997, consisting of $31.6 million of cash provided
by net income, depreciation, increases in accounts payable and other sources,
offset by $13.6 million of cash used for increases in inventory and accounts
receivable and other operating activities. Net cash provided by operating
activities was $3.5 million for the three months ended June 30, 1996,
consisting of $18.7 million of cash provided by net income, depreciation and
decreases in accounts receivable, partially offset by $15.2 million of cash
used for operating activities, primarily decreases in accounts payable.
Accounts receivable, net of allowance for doubtful accounts increased
to $74.0 million at June 30, 1997 from $69.3 million at March 31, 1997. The
increase in accounts receivable was primarily due to increased sales for
11
<PAGE> 12
the first quarter of fiscal 1998. Inventories increased to $108.9 million at
June 30, 1997 from $106.6 million at March 31, 1997. The increase in inventories
was mainly a result of increased purchases of material to support the growing
sales. The Company's allowance for doubtful accounts decreased from $5.7
million at March 31, 1997 to $5.3 million at June 30, 1997. The Company's
allowance for inventory obsolescence decreased to $6.0 million at June 30, 1997
from $6.2 million at March 31, 1997. The decreases in the allowances were due to
the write-offs of accounts receivable and inventories during the three months
ended June 30, 1997.
Net cash used for investing activities during the three months ended June
30, 1997 was $34.3 million, consisting primarily of expenditures for new and
expanded facilities, including the construction of new facilities in Doumen,
China, Guadalajara, Mexico and San Jose, California and the acquisition of
machinery and equipment in the San Jose, California and Karlskrona, Sweden
facilities. Net cash used for investing activities during the three months ended
June 30, 1996 was $5.7 million, consisting primarily of equipment acquisitions
and building construction.
Net cash provided by financing activities was $25.8 million for the
three months ended June 30, 1997 and $4.5 million for the three months
ended June 30, 1996, in each case consisting primarily of bank borrowings.
Bank borrowings increased from $19.0 million at June 30, 1996 to
$139.0 million at June 30, 1997 due primarily to bank borrowings to fund
the purchase price for the Karlskrona Facilities.
On March 27, 1997 the Company entered into a new credit facility
consisting of two secured revolving credit and term loan agreements provided by
the BankBoston, N.A. as agent (together, the "Credit Facility"). Under the
Credit Facility, subject to compliance with certain financial ratios and the
satisfaction of customary borrowing conditions, the Company and its United
States subsidiary may borrow up to an aggregate of $175.0 million. The Credit
Facility includes $105.0 million of revolving credit facilities and a $70.0
million term loan facility. The revolving credit facilities are subject to a
borrowing base equal to 70% of consolidated accounts receivable and 20% of
consolidated inventory. As of June 30, 1997, $69.0 million of revolving credit
loans and $70.0 million of term loans were outstanding, and bore interest at a
variable rate equal, as of June 30, 1997, to approximately 8.4% per annum. The
term loan amortizes over a 5-year period and is subject to certain mandatory
prepayment provisions. Loans under the revolving credit facility will mature in
March 2000. Loans to the Company are guaranteed by certain of its subsidiaries
and loans to the Company's United States subsidiary are guaranteed by the
Company and by certain of the Company's subsidiaries. The Credit Facility is
secured by a lien on substantially all accounts receivable and inventory of the
Company and its subsidiaries, as well as a pledge of the Company's shares in
certain of its subsidiaries. The Credit Facility contains a number of operating
and financial covenants and provisions.
The Company's capital expenditures in first quarter of fiscal 1998 were
approximately $28.2 million and the Company anticipates that its aggregate
capital expenditures in fiscal 1998 will be approximately $65.0 million,
primarily relating to the development of new and expanded facilities in San
Jose, California, Guadalajara, Mexico and Doumen, China. The Company anticipates
expending from $7.0 million to $15.0 million in fiscal 1998 and 1999 to
implement the new management information system, and anticipates funding these
expenditures with cash from operations and borrowings under the Credit Facility.
The Company will also be required to expend cash in fiscal 1998 pursuant to the
terms of the Astron acquisition. The Company paid an earnout of $6.25 million in
cash in April 1997, and will be required to make a principal payment of $5.0
million in February 1998 pursuant to the terms of a note issued by it in
connection with the Astron acquisition. The Company is also required to make a
$14.0 million payment to an entity affiliated with Stephen Rees in June 1998.
$5.0 million of this amount is payable in cash and $9.0 million is payable in
cash or, at the option of the Company, in Ordinary Shares, and the Company
intends to pay the $9.0 million portion in Ordinary Shares. The Company also
anticipates that its working capital requirements will increase in order to
support anticipated volumes of business. Future liquidity needs will depend on,
among other factors, the timing of expenditures by the Company on new equipment,
levels of shipments by the Company, changes in volumes of customer orders. The
Company believes that the existing cash balances, together with anticipated cash
flow from operations and amounts available under the Credit Facility, will be
sufficient to fund its operations through fiscal 1998.
CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS
The Company's future operating results will depend upon conditions in
its market that may affect demand for its services. The following factors, among
others, have in some cases affected, and in the future could affect, the
12
<PAGE> 13
Company's actual results and could cause such results to differ materially from
those expressed in forward-looking statements made by the Company.
Risks Of Karlskrona Acquisition
The acquisition of the Karlskrona Facilities and the execution of a
multi-year purchase agreement between the Company and Ericsson (together the
"Karlskrona Acquisition"), represent a significant expansion of the Company's
operations, and entail a number of risks. In particular, until March 27, 1997,
the Karlskrona Facilities operated as captive manufacturing facilities for
Ericsson and are now being integrated into the Company's ongoing manufacturing
operations. This requires optimizing production lines, implementing new
management information systems, implementing the Company's operating systems,
and assimilating and managing existing personnel. The difficulties of this
integration may be further complicated by the geographical distance of the
Karlskrona Facilities from the Company's current operations in Asia and the
United States. In addition, the Karlskrona Acquisition has increased and will
continue to increase the Company's expenses and working capital requirements,
and place burdens on the Company's management resources. In the event the
Company is unsuccessful in integrating these operations, the Company would be
materially adversely affected.
The purchase agreement between the Comany and Ericsson (the "Purchase
Agreement") contains cost reduction targets and price limitations and imposes on
the Company certain manufacturing quality requirements, and there can be no
assurance that the Company can achieve acceptable levels of profitability under
the Purchase Agreement or reduce costs and prices to Ericsson over time as
contemplated by the Purchase Agreement.
Increased Leverage
At June 30, 1997, the Company had consolidated indebtedness of
approximately $163.6 million (including bank borrowings, long-term debt and
capitalized lease obligations, and excluding $9.0 million of liabilities
relating to the Astron acquisition that the Company intends to repay in the
Company's Ordinary Shares). The Company's indebtedness at June 30, 1997 included
$111.0 million borrowed on March 27, 1997, which substantially increased the
Company's leverage. The Company's ratio of indebtedness to shareholders' equity
increased from approximately 75.6% at June 30, 1996 to 184.8% at June 30, 1997.
See "-- Liquidity and Capital Resources." The degree to which the Company is
leveraged could have important consequences to the Company and its shareholders,
including the following: (i) the Company's ability to obtain additional
financing may be impaired; (ii) the Company's operating flexibility is limited
by covenants that limit its ability to incur additional indebtedness, grant
liens, make capital expenditures and enter into sale and leaseback transactions;
and (iii) the Company's degree of leverage may make it more vulnerable to
economic downturns, may limit its ability to pursue other business opportunities
and may reduce its flexibility in responding to changing business and economic
conditions.
Management of Expansion and Consolidation
The Company is currently experiencing a period of rapid expansion
through both internal growth and acquisitions, with net sales increasing from
$80.7 million in fiscal 1992 to $490.6 million in fiscal 1997 and $196.9 million
in the first quarter of fiscal 1998. There can be no assurance that the
Company's historical growth will continue or that the Company will successfully
manage the integration of the acquired operations. Expansion has caused, and is
expected to continue to cause, strain on the Company's infrastructure, including
its managerial, technical, financial and other resources. To manage further
growth, the Company must continue to enhance financial controls and hire
additional engineering and sales personnel. There can be no assurance that the
Company will be able to manage its expansion effectively, and a failure to do so
could have a material adverse effect on the Company's results of operations.
Expansion through acquisitions and internal growth has contributed to the
Company's incurring significant accounting charges and experiencing volatility
in its operating results. In the fourth quarter of fiscal 1996, the Company
reported a substantial loss as a result of the write-off of in-process research
and development charges related to the Astron acquisition and closure of a
facility in Malaysia and a facility in China. In fiscal 1997, the Company
reported charges associated with closing its manufacturing facility in Texas,
downsizing manufacturing operations in Singapore, and writing off obsolete
equipment and incurring severance obligations at the nCHIP semiconductor
fabrication facility. There can be no assurance that the Company will not
continue to experience volatility in its operating results or incur write-offs
in connection with expansion, acquisitions and consolidation. Furthermore, the
Company has recently completed the construction of significant new facilities in
Guadalajara, Mexico, Doumen, China, and San Jose, California, resulting in new
fixed and operating expenses, including substantial increases in depreciation
expense that will increase the Company's cost of sales. There can be no
assurances that the Company will utilize a sufficient portion of the capacity of
these facilities to offset the impact of these expenses on its gross margins and
operating income. If revenue levels do not increase sufficiently to offset these
new expenses, the Company's operating results could be materially adversely
affected.
The Company is beginning the process of replacing its management
information systems. The new systems will significantly affect many aspects of
the Company's business including its manufacturing, sales and marketing, and
accounting functions, and the Company's ability to integrate the Karlskrona
Facilities, which must be converted to the new system, and the successful
implementation of these systems will be important to facilitate future growth.
The Company intends to implement the new system incrementally on a regional
basis and currently anticipates that the implementation of the new management
information systems will take at least 18 months. The Company anticipates
expending from $7.0 million to $15.0 million in fiscal 1998 and 1999 to
implement the new management information system, and anticipates funding these
expenditures with cash from operations and borrowings under its credit facility.
Delays or difficulties could be encountered in the implementation process, which
could cause significant disruption in operations, including problems with the
delivery of its products or an adverse impact on its ability to access timely
and accurate financial and operating information and could materially increase
the cost of implementing the new management information system. If the Company
is not successful in implementing its new systems or if the Company experiences
difficulties in such implementation, the Company's operating results could be
materially adversely affected.
ACQUISITIONS
Acquisitions have represented a significant portion of the Company's growth
strategy, and the Company intends to continue to pursue attractive acquisition
opportunities. Acquisitions involve a number of risks in addition to those
described under "-- Management of Expansion and Consolidation" that could
adversely affect the Company, including the diversion of management's attention,
the integration and assimilation of the operations and personnel of the acquired
companies, the amortization of acquired intangible assets and the potential loss
of key employees of the acquired companies.
13
<PAGE> 14
Customer Concentration; Dependence on Electronics Industry
A small number of customers are currently responsible for a significant
portion of the Company's net sales. In fiscal 1997 and the first three months of
fiscal 1998, the Company's five largest customers accounted for approximately
46% and 61%, respectively, of net sales. Approximately 13% and 11% of the
Company's net sales for fiscal 1997 were derived from sales to Lifescan and U.S.
Robotics, respectively. Approximately 30% and 10% of the Company's net sales for
the first three months of fiscal 1998 were derived from sales to Ericsson and
Advanced Fibre Communications, respectively. The Company anticipates that a
small number of customers will continue to account for a large portion of its
net sales as it focuses on strengthening and broadening relationships with
leading OEMs.
The composition of the group comprising the Company's largest customers
has varied from year to year, and there can be no assurance that the Company's
principal customers will continue to purchase products and services from the
Company at current levels, if at all. For example, the Company expects that its
sales to Global Village Communications in fiscal 1998 will be significantly
lower than in recent periods. Significant reductions in sales to any of these
customers, or the loss of one or more major customers, would have a material
adverse effect on the Company. The Company generally does not obtain firm
long-term volume purchase commitments from its customers, and over the past few
years has experienced reduced lead-times in customer orders. In addition,
customer contracts can be canceled and volume levels can be changed or delayed.
The timely replacement of canceled, delayed, or reduced contracts with new
business cannot be assured. These risks are exacerbated because a majority of
the Company's sales are to customers in the electronics industry, which is
subject to rapid technological change and product obsolescence. The factors
affecting the electronics industry in general, or any of the Company's major
customers in particular, could have a material adverse effect on the Company.
Competition
The electronics contract manufacturing industry is extremely
competitive and includes hundreds of companies, several of whom have achieved
substantial market share. Current and prospective customers also evaluate the
Company's capabilities against the merits of internal production. In addition,
in recent years the electronics contract manufacturing industry has attracted a
significant number of new entrants, including large OEMs with excess
manufacturing capacity, and many existing participants, including the Company,
have substantially expanded their manufacturing capacity by expanding their
facilities and adding new facilities. In the event of a decrease in overall
demand for contract manufacturing services, this increased capacity could result
in substantial pricing pressures, which could adversely affect the Company's
operating results. Certain of the Company's competitors, including Solectron
Corporation and SCI Systems, have substantially greater manufacturing,
financial, research and development and marketing resources than the Company.
Risks of International Operations
The geographical distances between Asia, the United States and Europe
create a number of logistical and communications challenges. Because of the
location of manufacturing facilities in a number of countries, the Company is
affected by economic and political conditions in those countries. In particular,
the Company's operations and assets are subject to significant political,
economic, legal and other uncertainties in China and Mexico, where the Company
is substantially expanding its operations, as well as in Hong Kong, where the
Company maintains certain
14
<PAGE> 15
administrative and procurement operations. The Company's net sales derived from
operations outside of the United States was $148.4 million in the three months
ended June 30, 1997, $50.0 million of which was derived from operations in Hong
Kong and China. Changes in policies by the U.S. or foreign governments resulting
in, among other things, increased duties, higher taxation, currency conversion
limitations, restrictions on the transfer of funds, limitations on imports or
exports, or the expropriation of private enterprises could also have a material
adverse effect on the Company.
Currency Fluctuations
While Flextronics transacts business predominantly in U.S. dollars and
most of its revenues are collected in U.S. dollars, a portion of Flextronics'
costs such as payroll, rent and indirect operation costs, are denominated in
other currencies such as Singapore dollars, Swedish kronor, Hong Kong dollars,
Malaysian ringgit, British pounds sterling and Chinese renminbis. Historically,
fluctuations in foreign currency exchange rates have not resulted in significant
exchange losses to the Company. Following the consummation of the Ericsson
Transaction, a significant portion of the Company's business has been, and the
Company expects will continue to be, conducted in Swedish kronor. Changes in the
relation of these and other currencies to the U.S. dollar will affect the
Company's cost of goods sold and operating margins and could result in exchange
losses. The Company has historically not actively engaged in substantial
exchange rate hedging activities and unless such activities are successfully
implemented, the Company will be subject to significantly greater exchange rate
fluctuation risk following the Ericsson Transaction. There can be no assurance
that the Company will implement any hedging techniques or that if it does so,
that such techniques will be successful.
15
<PAGE> 16
PART II - OTHER INFORMATION
Items 1 through 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
(11.1) Statement re: computation of earnings per share.
(27.1) Financial Data Schedule
(b) Reports on Form 8-K:
Form 8-K filed April 11, 1997, reporting the acquisition of the
Karlskrona Facilities pursuant to Item 2 of Form 8-K and reporting
the Credit Facility pursuant to Item 5 of Form 8-K. No financial
statements were filed.
<PAGE> 17
Signatures
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 thereto duly authorized.
FLEXTRONICS INTERNATIONAL LTD.
(Registrant)
Date September 30, 1997 /s/ Michael E. Marks
-----------------------------------------
Michael E. Marks, Chief Executive Officer
Date September 30, 1997 /s/ Robert B. Dykes
-----------------------------------------
Robert B. Dykes, Senior Vice President,
Finance and Administration; Chief
Financial Officer
17
<PAGE> 1
EXHIBIT 11.1
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
-----------------------
1997 1996
------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Shares issued and outstanding (1) 13,686 13,271
Shares due to Astron (2) 806 886
Common Stock Equivalent
Stock Options (3) 463 757
------- -------
14,955 14,914
======= =======
Net income $ 5,312 $ 4,197
======= =======
Earnings per share: $ 0.36 $ 0.28
======= =======
</TABLE>
(1) Shares issued and outstanding - based on the weighted average method.
(2) Shares due to Astron in June 1998.
(3) Stock options - based on the treasury stock method using average market
price for the three month period ending June 30, 1997.
19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from financial
statements for the three month period ending June 30, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 33,092
<SECURITIES> 0
<RECEIVABLES> 79,319
<ALLOWANCES> 5,318
<INVENTORY> 108,926
<CURRENT-ASSETS> 228,327
<PP&E> 180,255
<DEPRECIATION> 44,420
<TOTAL-ASSETS> 402,131
<CURRENT-LIABILITIES> 231,503
<BONDS> 0
0
0
<COMMON> 89
<OTHER-SE> 88,542
<TOTAL-LIABILITY-AND-EQUITY> 402,131
<SALES> 196,883
<TOTAL-REVENUES> 196,883
<CGS> 177,212
<TOTAL-COSTS> 190,835
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,938
<INCOME-PRETAX> 6,048
<INCOME-TAX> 736
<INCOME-CONTINUING> 5,312
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,312
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.34
</TABLE>
