UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 1998
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 0-2251
SCI SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0583436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o SCI Systems (Alabama), Inc.
2101 West Clinton Avenue
Huntsville, Alabama 35805
(Address of principal executive offices) (Zip Code)
----------------------------------------------
(302) 998-0592
(Registrant's telephone number, including area code)
----------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.10 par value - 59,998,610
Outstanding at April 28, 1998
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SCI Systems, Inc.
Condensed Consolidated Balance Sheets
March 29, June 30,
1998 1997
(In thousands of dollars) (Unaudited) (*)
- --------------------------------------------------------------------------------
Assets
Current Assets
Cash and cash equivalents $ 103,913 $ 290,809
Accounts receivable 609,634 630,867
Inventories 718,002 569,846
Refundable and deferred federal and
foreign income taxes 50,197 43,950
Other current assets 17,235 12,582
---------------------------------
Total Current Assets 1,498,981 1,548,054
Property, Plant, and Equipment
(Less accumulated depreciation of $413,667 at
March 29,1998, and $347,943 at June 30, 1997) 421,093 300,997
Other Noncurrent Assets 23,330 20,801
---------------------------------
Total Assets $1,943,404 $1,869,852
=================================
* Derived from audited financial statements, but does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See notes to condensed consolidated financial statements.
<PAGE>
SCI Systems, Inc.
Condensed Consolidated Balance Sheets
March 29, June 30,
1998 1997
(In thousands of dollars except share data) (Unaudited) (*)
- --------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable and accrued expenses $ 657,585 $ 713,377
Accrued payroll and related expenses 36,039 28,084
Federal, foreign and state income taxes 63,654 47,977
Current maturities of long-term debt 2,831 4,394
---------------------------------
Total Current Liabilities 760,109 793,832
Deferred Income Taxes 10,149 9,901
Noncurrent Pension Liability 3,000 5,133
Deferred Compensation 16,404 12,015
Long-term Debt - Note C
Industrial revenue bonds 21,206 21,310
Long-term notes 140,904 150,801
Convertible subordinated notes 282,704 282,197
---------------------------------
Total Long-term Debt 444,814 454,308
Shareholders' Equity
Preferred stock, 500,000 shares authorized
but unissued -0- -0-
Common stock, $.10 par value: authorized
200,000,000; issued 59,998,610 shares at
March 29, 1998, and 59,774,790 shares at
June 30,1997 6,000 5,978
Capital in excess of par value 178,046 172,910
Retained earnings 529,088 420,863
Currency translation adjustment (3,865) (4,747)
Treasury stock of 59,366 shares, at cost (341) (341)
---------------------------------
Total Shareholders' Equity 708,928 594,663
---------------------------------
Total Liabilities and Shareholders' Equity $1,943,404 $1,869,852
=================================
* Derived from audited financial statements, but does not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See notes to condensed consolidated financial statements.
<PAGE>
SCI Systems, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
Quarter Ended:
March 29, March 30,
(In thousands of dollars except share data) 1998 1997
- --------------------------------------------------------------------------------
Net sales $1,686,849 $1,319,310
Costs and expenses 1,622,444 1,271,124
---------------------------------
Operating Income 64,405 48,186
Other income (expense):
Interest expense (net of interest income of
$1,229 in fiscal year 1998 and $3,622 in
fiscal year 1997) (6,483) (4,292)
Other, net (302) (1)
---------------------------------
Income before Income Taxes 57,620 43,893
Income taxes - Note B 23,336 17,777
---------------------------------
Net Income $ 34,284 $ 26,116
=================================
Earnings per share - Note C:
Basic $.57 $.44
Diluted $.50 $.39
Weighted average number of shares used in computation:
Basic 59,888,479 59,588,534
Diluted 72,574,081 72,205,428
See notes to condensed consolidated financial statements.
<PAGE>
SCI Systems, Inc.
Condensed Consolidated Statements of Income
(Unaudited)
Nine Months Ended:
March 29, March 30,
(In thousands of dollars except share data) 1998 1997
- --------------------------------------------------------------------------------
Net sales $5,215,037 $4,221,152
Costs and expenses 5,017,148 4,072,059
---------------------------------
Operating Income 197,889 149,093
Other income (expense):
Interest expense (net of interest income of
$7,379 in fiscal year 1998 and $7,777 in
fiscal year 1997) (15,838) (14,638)
Other, net (160) 1,296
---------------------------------
Income before Income Taxes 181,891 135,751
Income taxes - Note B 73,666 54,979
---------------------------------
Net Income $ 108,225 $ 80,772
=================================
Earnings per share - Note C:
Basic $1.81 $1.36
Diluted $1.58 $1.21
Weighted average number of shares used in computation:
Basic 59,807,081 59,432,470
Diluted 72,573,004 72,086,362
See notes to condensed consolidated financial statements.
<PAGE>
SCI Systems, Inc.
Condensed Consolidated Statements Of Cash Flows
(Unaudited)
Nine Months Ended:
March 29, March 30,
(In thousands of dollars) 1998 1997
- --------------------------------------------------------------------------------
Operating Activities
Net income $ 108,225 $ 80,772
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation and amortization 74,434 56,606
Changes in current assets and liabilities:
Accounts receivable 22,145 (150,891)
Inventories (146,804) 27,047
Other current assets (10,599) 6,825
Accounts payable and accrued expenses (48,575) 207,864
Income taxes 18,703 24,075
Other non cash items - net (1,317) (11,311)
---------------------------------
Net Cash Provided by Operating Activities 16,212 240,987
---------------------------------
Investing Activities
Purchase of property, plant, and equipment (192,366) (66,700)
Other 1,187 1,970
---------------------------------
Net Cash Used for Investing Activities (191,179) (64,730)
---------------------------------
Financing Activities
Payments on long-term debt (234,793) (63,950)
Proceeds from long-term debt 222,761 162,518
Issuance of common stock 2,134 3,097
---------------------------------
Net Cash (Used for)Provided by Financing Activities (9,898) 101,665
---------------------------------
Effect of exchange rate changes on cash (2,031) (148)
---------------------------------
Net (decrease)increase in cash and cash equivalents (186,896) 277,774
Cash and cash equivalents at beginning of period 290,809 46,493
---------------------------------
Cash and Cash Equivalents at End of Period $ 103,913 $ 324,267
=================================
Cash equivalents consist of short-term deposits and liquid marketable securities
which are stated at cost that approximates market value.
See notes to condensed consolidated financial statements.
<PAGE>
Notes to Condensed Consolidated Financial Statements
March 29, 1998
(Unaudited)
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries after elimination
of significant intercompany accounts and transactions. The financial statements
have been prepared in accordance with instructions to Form 10-Q and do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. Independent auditors
have not examined the statements (and all other information in this report), but
in the opinion of the Company all adjustments, which consist of normal recurring
accruals necessary for a fair presentation of the results for the period, have
been made. The results of operations for the period ended March 29, 1998, are
not necessarily indicative of the results of operations for the year ending June
30, 1998. For further information, refer to the consolidated financial
statements and footnotes included in the Company's annual report on Form 10-K
for the year ended June 30, 1997.
Note B - Income Taxes
U.S. income taxes are not provided on certain undistributed earnings of foreign
subsidiaries aggregating approximately $42 million at March 29, 1998, which are
considered permanently invested. Otherwise, approximately $11 million of
cumulative deferred income taxes would have been provided. The estimated income
tax provision for fiscal 1998 periods differs from the U.S. statutory income tax
rate primarily due to state income taxes.
Note C - Earnings per Share
In the second quarter of fiscal 1998, the Company adopted the new earnings per
share computations required by FASB Statement No. 128. Basic earnings per share
are computed by dividing reported net income for the period by the weighted
average number of common stock outstanding during the period. A reconciliation
of the net income and weighted average number of shares used for the diluted
earnings per share computations follows:
Quarter Ended: Nine Months Ended:
(In thousands of dollars, March 29, March 30, March 29, March 30,
except share data ) 1998 1997 1998 1997
------------------------------------------------------
Net income $34,284 $26,116 $108,225 $80,772
Add back after-tax interest
expense for convertible
subordinated notes 2,263 2,239 6,646 6,715
------------------------------------------------------
Adjusted net income $36,547 $28,355 $114,871 $87,487
======================================================
Weighted average number of
shares outstanding during
period 59,888,479 59,588,534 59,807,081 59,432,470
Applicable number of shares
for stock options outstand-
ing for period 890,730 822,022 971,051 859,020
Number of shares if convert-
ible subordinated notes were
converted 11,794,872 11,794,872 11,794,872 11,794,872
------------------------------------------------------
Weighted average number of
shares 72,574,081 72,205,428 72,573,004 72,086,362
======================================================
Diluted earnings per share $.50 $.39 $1.58 $1.21
======================================================
<PAGE>
Note D - Changes in Amount Outstanding of Securities or Indebtedness
At March 29, 1998, the Company had approximately $21 million of certain accounts
receivable sold under its asset securitization agreement, compared with
approximately $36 million at June 30, 1997. The Company can sell up to $200
million of certain accounts receivable with limited recourse under its asset
securitization agreement.
Total unused credit facilities available to the Company at March 29, 1998,
including that available under the asset securitization agreement, approximated
$639 million. The initial renewal date for the Company's credit facility has
been extended to December 8, 2002.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
From time to time, the Company may publish forward-looking statements, including
statements herein, relating to such matters as anticipated financial
performance, business prospects, plant expansions, technological developments,
price competition, margin growth, liquidity, and similar matters. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In compliance with such safe harbor terms, the
Company notes that a variety of factors could cause the Company's actual results
and experience to differ materially from anticipated results or other
expectations expressed in the Company's forward-looking statements or from past
performances. The risks and uncertainties that may cause actual results to
differ materially include component availability and pricing, management of
growth, customer concentration, competition, technological change, future cash
use and other factors noted in Item 1. of SCI Systems, Inc.'s Annual Report on
Form 10-K for the fiscal year ended June 30, 1997.
Results of Operations
Sales for the third quarter were $1.69 billion compared to $1.32 billion in the
same period a year earlier, a 27.9% increase. Net income increased 31.3% to
$34.3 million from $26.1 million in the same quarter of fiscal 1997. Basic and
diluted earnings per share for the quarter were $.57 and $.50, respectively,
compared with $.44 and $.39 per share a year earlier. Return on average
shareholders' equity for the third quarter was 19.8%, compared with 19.1% in
fiscal 1997's third quarter.
Sales for the first nine months of fiscal year 1998 increased 23.5% to $5.22
billion from $4.22 billion for the first nine months of the prior fiscal year.
Net income increased 34.0% to $108.2 million compared with $80.8 million a year
earlier. Basic and diluted earnings per share for the first nine months were
$1.81 and $1.58, respectively, compared with $1.36 and $1.21 per share for the
prior fiscal year's first nine months. Return on average shareholders' equity
improved to 22.1% for the first nine months of fiscal year 1998 from 20.9% for
the comparable period in fiscal 1997.
Increased volume led to higher sales in fiscal 1998's third quarter and first
nine months compared with the same periods in fiscal 1997. Finished product
assembly accounted for approximately one half of the Company's sales in the
first nine months of fiscal 1998. Foreign sales increased to 30% of consolidated
sales in fiscal 1998's first nine months in comparison to 25% in total for
fiscal 1997. Current Asian Regional economic conditions have thus far had small
effect on the Company. However, Asian price competition may become more severe.
This Region's sales are transacted primarily in U.S. dollars, and most products
manufactured in the Region are exported.
Operating margin for the third quarter of fiscal 1998 improved to 3.82% from
3.65% for the prior fiscal year's third quarter. Operating margin for the first
nine months of fiscal 1998 improved to 3.79% from 3.53% for the same period in
last fiscal year. Improved cost efficiencies mainly generated these
improvements. Intermediate term operating margin growth may be affected by
sizeable current expansion programs.
Net interest expense increased slightly, as a result of lower interest income,
to .38% of sales for fiscal 1998's third quarter compared with .33% in fiscal
1997's third quarter. For the first nine months of fiscal 1998, net interest
expense declined to .30% of sales from the .35% experienced in fiscal 1997's
first nine months, because of higher interest income. The interest income netted
against interest expense was earned from temporary investment of cash not
currently required to fund existing operations. The Company anticipates that
decreasing interest income, as occurred in the third quarter, will continue as
the year progresses due to reduced excess cash as it is used to fund planned
capacity expansion.
Estimated effective income tax rate differs from the U.S. statutory rate
primarily due to the effects of state income taxes.
Net income as a percent of sales improved marginally to 2.03% in fiscal 1998's
third quarter from 1.98% for fiscal 1997's third quarter, due to improved
operating margin. Net income as a percent of sales improved to 2.08% in fiscal
1998's first nine months from 1.91% for the same period of the prior year,
because of improved operating margin and lower net interest expense sales
percentage.
The Company believes it has made substantial progress in assessing potential
impact to its computer programs by the year 2000 issue. The Company does not
believe the cost of revising its computer programs in response to this issue
will be material to its results of operations. While no guarantee can be given,
the Company also does not believe this issue will materially impact the conduct
of its business, as its major customers and vendors are also addressing its
resolution.
Capital Resources and Liquidity
Working capital at March 29, 1998, was $739 million compared to $754 million at
June 30, 1997. The current ratio of 1.97 at March 28, 1998, approximated June
30, 1997's ratio of 1.95.
Available liquidity at March 29, 1998, was $743 million, comprised of $639
million in unused credit facilities and $104 million in cash and cash
equivalents. Lower available liquidity is anticipated during the remainder of
fiscal 1998 as it is used to fund capital expenditures in support of planned
capacity expansion. The Company believes that existing liquidity is sufficient
to support near term needs. Fiscal 1998's capital expenditures might be as high
as $260 million, $100 million more than estimated depreciation and amortization.
On April 24, 1998, the Company announced expansions of its business with Nokia.
These expansions include the purchase by SCI of certain manufacturing assets.
These purchases are to be funded from unused credit facilities.
Order backlog believed by the Company to be firm at March 29, 1998, was $2.70
billion, compared with $2.81 billion a year earlier. Component lead time and
average selling price reductions (which are expected to continue) were principal
contributors to backlog decline.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(1) Exhibit 27.1 - Financial Data Schedule for March 29, 1998
(2) Exhibit 27.2 - Financial Data Schedule for fiscal years ended June 30,
1997 and 1996, first quarter of fiscal 1998, and third and second
quarters of fiscal 1997 restated for adoption of FASB No. 128
(3) Exhibit 27.3 - Financial Data Schedule for first quarter of fiscal 1997,
and third, second and first quarters of fiscal 1996 restated for adoption
of FASB No. 128
(b) Reports
The Company filed no reports on Form 8-K during the period of December 29, 1997,
to March 29, 1998.
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, thereunto duly authorized.
SCI Systems, Inc.
(Registrant)
Date: May 8, 1998 By: /s/ Olin B. King
--- -- ---- --- ---- -- ----
Olin B. King
Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer and
Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 29,
1998's BALANCE SHEET AND THE INCOME STATEMENT FOR THE NINE MONTHS THEN ENDED
AND IS QUALIFIED IN IT'S ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-29-1998
<CASH> 103,913
<SECURITIES> 0
<RECEIVABLES> 620,724
<ALLOWANCES> 11,090
<INVENTORY> 718,002
<CURRENT-ASSETS> 1,498,981
<PP&E> 834,760
<DEPRECIATION> 413,667
<TOTAL-ASSETS> 1,943,404
<CURRENT-LIABILITIES> 760,109
<BONDS> 444,814
0
0
<COMMON> 6,000
<OTHER-SE> 702,928
<TOTAL-LIABILITY-AND-EQUITY> 1,943,404
<SALES> 5,215,037
<TOTAL-REVENUES> 5,215,037
<CGS> 5,017,148
<TOTAL-COSTS> 5,017,148
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 23,217
<INCOME-PRETAX> 181,891
<INCOME-TAX> 73,666
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 108,225
<EPS-PRIMARY> 1.81
<EPS-DILUTED> 1.58
<FN>
<F1>EPS-PRIMARY REPRESENTS EPS-BASIC
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RELATED
BALANCE SHEETS AND INCOME STATEMENTS FOR THE INDICATED PERIODS AND IS QUALIFIED
IN IT'S ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
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<INTEREST-EXPENSE> 30,574 25,907 7,738 22,415 14,501
<INCOME-PRETAX> 189,434 136,058 61,147 135,751 91,858
<INCOME-TAX> 76,721 55,103 24,764 54,979 37,202
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<EPS-PRIMARY> 1.89 1.37 0.61 1.36 0.92
<EPS-DILUTED> 1.69 1.34 0.53 1.21 0.82
<FN>
<F1> EPS RESTATED TO FASB 128 AND FOR STOCK SPLIT
<F2> EPS-PRIMARY REPRESENTS EPS-BASIC
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE RELATED
BALANCE SHEETS AND INCOME STATEMENTS FOR THE INDICATED PERIODS AND IS QUALIFIED
IN IT'S ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
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<ALLOWANCES> 6,000 4,267 4,267 4,267
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<PP&E> 563,746 514,570 499,762 477,023
<DEPRECIATION> 297,298 280,686 266,684 255,381
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0 0 0 2,949
0 0 0 0
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<TOTAL-REVENUES> 1,420,005 3,192,873 2,080,129 876,623
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<TOTAL-COSTS> 1,372,516 3,081,393 2,007,933 846,812
<OTHER-EXPENSES> (1,362) (1,153) (1,074) (302)
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 6,793 17,861 10,615 4,698
<INCOME-PRETAX> 42,058 94,772 62,655 25,415
<INCOME-TAX> 17,033 38,383 25,375 10,293
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<EXTRAORDINARY> 0 0 0 0
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<EPS-DILUTED> 0.38 0.95 0.63 0.26
<FN>
<F1> EPS RESTATED TO FASB 128 AND FOR STOCK SPLIT
<F2> EPS-PRIMARY REPRESENTS EPS-BASIC
</FN>
</TABLE>
