<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-23354
(Check One):
[ ]Form 10-K [ ]Form 10-KSB [ ]Form 11-K [ ]Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended June 30, 1997
-----------------------------
[ ]Transition Report on Form 10-K [ ]Transition Report on Form
10-K and Form 10-QSB
[ ]Transition Report on Form 20-F [ ]Transition Report on Form N-SAR
[ ]Transition Report on Form 11-K
For the Transition Period Ended
---------------------------
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant Flextronics International Ltd.
------------------------------------------
Former name if applicable
----------------------------------------
Address of principal executive office (Street and Number)
--------
514 Chai Chee Lane, #04-13, Bedok Industrial Estate
-----------------------------------------------------------------
City, State and Zip Code Singapore 469029
----------------------------------------
<PAGE> 2
PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
The Company will be unable to file its Form 10-Q for the quarter
ended June 30, 1997 by the required date as a result of (i) the Company's shift
in certain financial reporting responsibilities from Singapore to San Jose,
California; (ii) the need for accounting personnel and financial personnel
to dedicate substantial resources to resolving ongoing discussions with the
staff of the Securities and Exchange Commission regarding its revised accounting
for the acquisition of the Astron Group Limited; and (iii) the Company's pending
change in accounting firms.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Robert R.B. Dykes (408) 428-1300
--------------------------------------------------------
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during
2
<PAGE> 3
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Explanation: Results of operations for the Company's quarter ending
June 30, 1997 are significantly changed from result of operations from the
corresponding period for the last fiscal year. Please see Press Release dated
August 4, 1997 attached hereto as Exhibit A.
Flextronics International Ltd.
------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date August 14, 1997 By /s/ MICHAEL E. MARKS
-------------------------------- -------------------------------
Michael E. Marks
Chief Executive Officer
Instruction. The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or
printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an
executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
3
<PAGE> 4
EXHIBIT A
FOR IMMEDIATE RELEASE
At Flextronics International:
Cheryl Scritchfield
Public Relations
408.576.7901
Denice McCullough
Investor Relations
408.576.7912
FLEXTRONICS INTERNATIONAL ANNOUNCES FIRST QUARTER FY98
REVENUES UP 67%
SAN JOSE, CALIFORNIA, AUGUST 4TH, 1997- Flextronics International Ltd. (Nasdaq:
FLEXF), a global full-service supplier of innovative design, engineering and
manufacturing solutions, today announced its results for the first fiscal
quarter ended June 30, 1997.
For the quarter, the company recorded revenue of $196.9 million compared to
$117.9 million in the first fiscal quarter of the prior fiscal year. Net income
was $5.3 million, or $0.36 per share on 15 million shares outstanding, compared
to $4.2 million, or $0.28 per share on 14.9 million weighted average shares
outstanding, in the same period a year ago.
"We are extremely pleased with these results," said Michael Marks, Chairman and
CEO of Flextronics. He continued, "The acquisition of the two Ericsson
facilities in Karlskrona, Sweden has strengthened our position in the European
market and we are now seeing the payoffs. We are also starting production in our
newly expanded facilities in San Jose, California and Doumen, Peoples Republic
of China, and in our recently completed facility in Guadalajara, Mexico."
The Company also announced revised results for prior periods, reflecting
discussions, which are not yet concluded, with the Securities and Exchange
Commission, mainly regarding the accounting for its acquisition of Astron in
January of 1996. These changes improved the Company's previously reported Fiscal
1996 net results by $2.3 million while reducing the Company's Fiscal 1997
results by $1.8 million to $7.5 million after certain one-time charges.
In addition to production from the 330,000 square feet of facilities acquired
from Ericsson at the end of the prior quarter, the company also completed a
100,000 sq. ft. high volume SMT-line expansion in its San Jose campus along with
a new facility which houses integrated circuit board layout, design engineering,
test engineering, advanced manufacturing and packaging, and quick turn prototype
services. Production was also started at the company's new 100,000 sq. ft.
facility in Guadalajara, Mexico, and a new 240,000 sq. ft. facility at the
Doumen campus is nearing
<PAGE> 5
completion to expand the company's SMT lines, plastics injection molding lines,
and printed circuit board manufacturing.
Further discussion of the Company's results can be obtained from the Company Web
site. This includes the Chairman's letters to shareholders for the June quarter
and the 1996 fiscal year, and the Company is filing its 10K report for the year
ending March 31, 1997.
This news release contains forward-looking information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, and is subject to the safe harbor created by those
sections. These forward-looking statements include statements related to future
sales and operating results, and company and industry growth. These
forward-looking statements involve risks and uncertainties, including those
described from time to time in Flextronic's filings with the Securities and
Exchange Commission (SEC) and could cause the actual results to differ
materially from those anticipated by these forward-looking statements. In
particular, see "Management Discussion and Analysis of Financial Conditions and
Research of Operations - Certain Factors Affecting Future Operating Results" in
the most recent Annual Report on Form-10-K filed with the SEC. Flextronics
assumes no obligation to update the information contained in this Annual Report.
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1997 1996
<S> <C> <C>
Net sales $196,883 $117,889
Costs and expenses:
Cost of sales 177,212 106,143
Selling, general and administrative expenses 10,549 5,611
Goodwill & intangibles amortization 742 659
188,503 112,413
Operating income 8,380 5,476
Interest expense and other, net 2,332 516
Income before income taxes 6,048 4,960
Provision for income taxes 736 763
Net income after income taxes 5,312 4,197
Earnings per share:
Net income per share $ 0.36 $ 0.28
Weighted average ordinary
shares and equivalents 14,955 14,914
</TABLE>
<PAGE> 6
FLEXTRONICS INTERNATIONAL LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
June 30 March 31,
1997 1997
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash $ 33,092 $ 23,645
Accounts receivable, net 74,001 69,331
Inventories 108,926 106,583
Other current assets 12,132 10,769
Total current assets 228,151 210,328
Property and equipment
At cost 187,755 153,137
Accumulated depreciation (44,420) (42,172)
Net property and equipment 143,335 110,965
Other non-current assets 38,876 37,941
TOTAL ASSETS $ 410,362 $ 359,234
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank borrowings $ 69,000 $ 111,075
Current portion of capital lease and
long-term debt 11,754 12,233
Accounts payable 82,881 73,631
Other current liabilities 64,082 38,436
Total current liabilities 227,717 235,375
Long term debt, less current portion 78,628 2,165
Other Payable 0 23,547
Obligations under capital leases and deferred
income taxes 13,860 13,847
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, 1996 and
13,752,293 shares at June 30, 1997 89 88
Additional paid-in capital 96,114 95,570
Accumulated deficit (6,754) (12,066)
Total shareholders' equity 89,449 83,592
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 410,362 $ 359,234
</TABLE>
