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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2002
-------------
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 No. 0-4466
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ARTESYN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
59-1205269 7900 Glades Road, Suite 500, Boca Raton, FL
(I.R.S. Employer Identifications Number) (Address of principal executive offices)
(561) 451-1000 33434
(Registrant's phone number, including area code) (Zip 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. Yes X No __
---
The number of shares of Common Stock, $.01 par value, of the Registrant issued
and outstanding as of July 26, 2002 was 38,382,133 shares.
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Artesyn Technologies, Inc.
Index to Form 10-Q
Page
Number
------
PART I. Financial Information
Item 1. Condensed Consolidated Financial Statements (unaudited):
Statements of Operations - For the Thirteen and Twenty-Six
Weeks Ended June 28, 2002 and June 29, 2001 3
Statements of Financial Condition - June 28, 2002
and December 28, 2001 (audited) 4
Statements of Cash Flows - For the
Twenty-Six Weeks Ended June 28, 2002 and June 29, 2001 5
Statement of Shareholders' Equity and Comprehensive
Loss - For the Twenty-Six Weeks Ended
June 28, 2002 6
Notes to Condensed Consolidated Financial
Statements 7-14
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15-24
Item 3. Quantitative and Qualitative Disclosures About Market Risk 25
PART II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 26
Item 5. Other Information 26
Item 6. Exhibits and Reports on Form 8-K 26
Signature
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands Except Per Share Data)
(Unaudited)
Thirteen Weeks Twenty-Six Weeks
Ended Ended
------------------- --------------------
June 28, June 29, June 28, June 29,
2002 2001 2002 2001
-------- --------- --------- ---------
Sales $ 90,895 $ 127,716 $ 181,400 $ 277,991
Cost of sales 78,861 118,239 158,124 243,750
-------- --------- --------- ---------
Gross profit 12,034 9,477 23,276 34,241
-------- --------- --------- ---------
Expenses:
Selling, general & administrative 8,831 15,438 18,594 31,366
Research & development 8,276 11,507 16,863 23,712
Restructuring and related charges 7,075 8,201 8,124 8,201
Amortization of goodwill - 1,992 - 3,958
-------- --------- --------- ---------
24,182 37,138 43,581 67,237
-------- --------- --------- ---------
Operating loss (12,148) (27,661) (20,305) (32,996)
-------- --------- --------- ---------
Other income (expense):
Interest expense (2,064) (2,083) (4,231) (4,084)
Interest income 308 215 554 585
-------- --------- --------- ---------
(1,756) (1,868) (3,677) (3,499)
-------- --------- --------- ---------
Loss before income taxes (13,904) (29,529) (23,982) (36,495)
Benefit from income taxes (3,755) (7,625) (6,475) (9,854)
-------- --------- --------- ---------
Net loss $(10,149) $ (21,904) $ (17,507) $ (26,641)
======== ========= ========= =========
Basic and diluted loss per share $ (0.26) $ (0.57) $ (0.46) $ (0.70)
======== ========= ========= =========
Common and common equivalent shares
outstanding 38,382 38,195 38,358 38,222
The accompanying notes are an integral part of these consolidated
financial statements.
3
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Amounts in Thousands Except Share Data)
June 28, December 28,
2002 2001
---------------- ----------------
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 87,059 $ 54,083
Accounts receivable, net 57,885 72,580
Inventories 86,441 103,556
Deferred income taxes, net 12,854 12,398
Prepaid expenses and other current assets 3,980 2,690
---------------- ----------------
Total current assets 248,219 245,307
Property, plant & equipment, net 93,011 103,291
Goodwill, net 66,999 64,573
Deferred income taxes, net 18,413 10,103
Other assets, net 3,748 3,209
---------------- ----------------
$ 430,390 $ 426,483
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 75 $ 207
Accounts payable and accrued liabilities 97,966 92,324
---------------- ----------------
Total current liabilities 98,041 92,531
Long-term debt 62,876 100,399
Convertible subordinated debt 45,746 -
Other long-term liabilities 11,915 14,308
---------------- ----------------
Total liabilities 218,578 207,238
---------------- ----------------
Commitments and contingencies
Shareholders' Equity
Preferred stock, par value $.01; 1,000,000 shares authorized;
none issued - -
Common stock, par value $.01; 80,000,000 shares authorized; 384 383
38,382,133 issued and outstanding in 2002
(38,252,770 shares issued and outstanding in 2001)
Additional paid-in capital 128,084 122,041
Accumulated other comprehensive loss (15,552) (19,582)
Retained earnings 98,896 116,403
---------------- ----------------
Total shareholders' equity 211,812 219,245
---------------- ----------------
$ 430,390 $ 426,483
================ ================
The accompanying notes are an integral part of these consolidated
financial statements.
4
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(Unaudited)
Twenty-Six Weeks Ended
June 28, June 29,
2002 2001
-------- --------
OPERATING ACTIVITIES
Net loss $(17,507) $(26,641)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 13,595 16,593
Provision for inventory write-down 5,615 18,269
Deferred income tax benefit (6,475) (9,854)
Accretion of convertible subordinated debt 854 -
(Gain)/loss on foreign currency transactions (2,747) 530
Other non-cash charges 1,691 7,352
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable 16,556 28,085
Inventories 15,168 (22,438)
Prepaid expenses and other current assets (1,215) 586
Accounts payable and accrued liabilities (417) (40,212)
-------- --------
Net cash provided by (used in) operating activities 25,118 (27,730)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (2,725) (21,810)
Proceeds from sale of property, plant and equipment 431 30
Deferred payments related to the purchase of Spider Software Ltd. (2,368) -
Contingent payments related to the purchase of Real-Time Digital, Inc. - (3,326)
Contingent payments related to the purchase of AzCore Technologies, Inc. (460) -
-------- --------
Net cash used in investing activities (5,122) (25,106)
FINANCING ACTIVITIES
Principal payments on debt and capital leases (38,803) (960)
Proceeds from issuance of long-term debt - 52,935
Proceeds from issuance of subordinated convertible debt and warrants 50,000 -
Repurchases and retirement of common stock - (2,306)
Proceeds from exercises of stock options 742 901
Other financing activities (1,021) (1,415)
-------- --------
Net cash provided by financing activities 10,918 49,155
Effect of exchange rate changes on cash and cash equivalents 2,062 (564)
-------- --------
Increase (decrease) in cash and cash equivalents 32,976 (4,245)
Cash and cash equivalents, beginning of period 54,083 34,383
-------- --------
Cash and cash equivalents, end of period $ 87,059 $ 30,138
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
5
ARTESYN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
AND COMPREHENSIVE LOSS
For the Twenty-Six Weeks Ended June 28, 2002
(Amounts in Thousands)
(Unaudited)
Accumulated Other
Common Stock Comprehensive Loss
------------------- ------------------------------
Foreign Changes in
Additional Currency Fair Value Compre-
Paid-In Retained Translation of hensive
Shares Amount Capital Earnings Adjustment Derivatives Loss
-------- -------- ------------ ---------- ------------- ------------- -----------
Balance, December 28, 2001 38,253 $383 $122,041 $116,403 $(19,342) $(240)
Issuance of common stock
under stock option
plans 129 1 5,846
Tax benefit from exercises
of stock options 197
Net loss (17,507) $(17,507)
Other comprehensive loss -
changes in fair value
of derivative financial
instrument, net of tax
benefit of $60 161 161
Other comprehensive loss -
foreign currency
translation adjustment,
net of tax benefit of
$1,431 3,869 3,869
-----------
Comprehensive loss $(13,477)
-------- -------- ------------ ---------- ------------- ------------- ===========
Balance, June 28, 2002 38,382 $384 $128,084 $ 98,896 $(15,473) $ (79)
======== ======== ============ ========== ============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
6
Artesyn Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
June 28, 2002
(Unaudited)
1. Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial reporting and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. Certain information and footnote
disclosures required by accounting principles generally accepted in the United
States for complete financial statements have been condensed or omitted.
In the opinion of management, the accompanying condensed consolidated financial
statements include all adjustments (consisting of normal recurring items)
considered necessary to present fairly the consolidated financial position,
results of operations and cash flows of Artesyn Technologies, Inc. The results
of operations for the thirteen and twenty-six weeks ended June 28, 2002 are not
necessarily indicative of the results that may be expected for the entire fiscal
year 2002. In addition, these Condensed Consolidated Financial Statements should
be read in conjunction with the Consolidated Financial Statements and notes
thereto included in Artesyn's 2001 Annual Report on Form 10-K.
For purposes of clarity, as used herein, the terms "we," "us," "our," and
"Artesyn" shall mean Artesyn Technologies, Inc. and its subsidiaries (unless the
context indicates another meaning).
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
2. Inventories
The components of inventories are as follows ($000s):
June 28, December 28,
2002 2001
------------ ------------
Raw materials $40,552 $ 57,684
Work-in-process 10,167 10,802
Finished goods 35,722 35,070
------------ ------------
$86,441 $103,556
============ ============
7
3. Accounts Payable and Accrued Liabilities
The components of accounts payable and accrued liabilities are as follows
($000s):
June 28, December 28,
2002 2001
------------ ------------
Accounts payable $41,232 $35,616
Accrued liabilities:
Compensation and benefits 12,954 12,365
Income taxes payable 13,965 12,476
Warranty reserve 6,587 6,197
Commissions 1,021 1,074
Restructuring reserve 7,810 5,432
Deferred acquisition payments 2,983 2,485
Other 11,414 16,679
------------ ------------
$97,966 $92,324
============ ============
At June 28, 2002 and December 28, 2001, other accrued liabilities consisted
primarily of accruals for professional fees, consulting fees, subcontracting
fees, interest, fair value of interest rate swap derivatives and other taxes.
4. Restructuring and Related Charges
During 2001 and 2002, Artesyn implemented a plan to restructure certain of its
operations as a result of a significant reduction in actual and forecasted
customer demand for its products resulting in excess manufacturing capacity and
costs. Artesyn's restructuring activities are designed to address these issues,
and are comprised of the following elements:
1) A realignment of its commercial functions along customer/market lines
in order to provide enhanced customer service.
2) Addressing excess capacity and cost issues by closing several operating
and administrative facilities throughout the world and consolidating
their functions into other existing locations.
3) The elimination of a number of operational and administrative positions
company-wide.
Pursuant to the restructuring plans, during the first half of 2002, Artesyn
recorded restructuring charges of approximately $8.1 million. This amount
included employee and facility expenses related to the planned closure of its
Kindberg, Austria manufacturing facility, as well as headcount reductions in
other locations announced in May 2002. The components of this charge, along with
the 2002 activity related to these and other restructuring charges, are
presented in the following table ($000's).
Accrued 2002 Activity Accrued
----------------------------------------------
Liability at Liability at
December 28, Restructur June 28,
2001 -ing Charge Cash Non-Cash 2002
-------------- --------------- ----------- ------------ --------------
Facility closures $ 3,149 $ 2,218 $ 641 $ 1,902 $ 2,824
Employee termination costs 2,283 5,906 3,203 - 4,986
-------------- --------------- ----------- ------------ --------------
$ 5,432 $ 8,124 $ 3,844 $ 1,902 $ 7,810
============== =============== =========== ============ ==============
8
The charge for facility closures is primarily write-offs of equipment and other
fixed assets to be disposed of or abandoned at locations that are being closed.
The remaining reserve represents an estimate of the future lease commitments and
buyout options for those locations being closed, after considering sublease
opportunities. Artesyn anticipates that the closures of facilities and disposal
of assets will be completed by the end of the first quarter of 2003. Lease
payments for the closed facilities extend into 2006. Although Artesyn is
aggressively marketing these locations for subleases on acceptable terms, the
ultimate time required to obtain acceptable subleases may extend beyond its
estimates.
The restructuring plan includes the termination and payment of related severance
benefits for approximately 1,400 affected employees (800 direct labor, 400
indirect labor and 200 administrative), of which approximately 1,200 have been
terminated as of June 28, 2002. The remaining terminations and associated
termination payments are expected to be made during the remainder of 2002 and
the first quarter of 2003.
As part of ongoing restructuring efforts, Artesyn expects to record total
charges of approximately $10.0 million in 2002, with the remaining balance of
the charge expected to be recorded in the third and fourth quarters. Artesyn is
committed to maintaining a proper relationship between costs and customer
demand. To that end, Artesyn is prepared to take additional actions to reduce
our cost structure during 2002 should business conditions dictate.
5. Acquisitions
Effective March 27, 2000, Artesyn acquired 100% of the capital stock of Spider
Software Limited ("Spider"). Spider supplies embedded telecommunications and
protocol software to the communications marketplace within Artesyn's
Communications Products segment. The purchase price included approximately $33
million of fixed cash payments, of which $28 million was paid in the first
quarter of 2000. Of the remaining $5.0 million, $2.5 million was paid to the
former owners of Spider on April 2, 2002, and the remaining $2.5 million will be
paid March 31, 2003 and is recorded in accrued liabilities. Artesyn initially
forecasted up to an additional $10 million of contingent consideration could
have been earned based on Spider's ability to achieve certain earnings targets
through March 2003. For the earn-out period ending March 30, 2001, an additional
$1.2 million in purchase price was recorded based on Spider's results.
Approximately $0.7 million of the earn-out was paid during 2001, with the
remaining $0.5 million to be paid in the third quarter of 2002. No additional
amount will be paid related to the earnings period ended March 31, 2002. The
total contingent payment that may potentially be earned in the last earn-out
period was originally forecasted to be approximately $4.5 million, although the
actual amount is not subject to a cap.
In connection with the acquisition, the allocation of purchase price was as
follows ($ millions):
Fair value of tangible assets acquired $ 2.7
Liabilities assumed (2.2)
Goodwill 35.0
-------
Amount paid / accrued for Spider's common stock $ 35.5
Effective August 4, 2000, Artesyn acquired 100% of the capital stock of AzCore
Technologies, Inc. ("AzCore"). The purchase price consisted of a $5.8 million
cash payment, net of cash acquired, made in the third quarter of 2000 and
additional contingent payments of up to $8.0 million if AzCore's products meet
certain milestones. Of the $8.0 million in potential contingent payments,
Artesyn has paid the following amounts to the former owners of AzCore: (i) $0.7
million in the fourth quarter of 2000, (ii) $3.3 million during calendar year
2001 and (iii) $0.5 million in the first quarter of 2002. The remaining
contingent consideration of $3.5 million may be paid in 2002 dependent upon the
fulfillment of contingent milestones. AzCore has developed products and
technology that Artesyn believes compliment and enhance its current product
offerings and provide significant long-term growth opportunities.
9
In connection with the acquisition, the allocation of purchase price was as
follows ($ millions):
Fair value of tangible assets acquired $ 0.1
Liabilities assumed -
Goodwill 10.2
-------
Cash paid for AzCore's common stock $10.3
Effective January 12, 2001, Artesyn acquired 100% of the capital stock of
Real-Time Digital, Inc. ("RTD") for approximately $3.3 million, net of cash
acquired, and up to $7.0 million in contingent consideration based on certain
milestones. Artesyn made the initial earn-out payment of approximately $3.0
million to the former owners of RTD in the fourth quarter of 2001. The remaining
contingent consideration may be paid in 2003 dependent on the fulfillment of
contingent milestones. RTD designs systems to be used in the Voice Over IP
market within Artesyn's Communications Products segment.
In connection with the acquisition, the allocation of purchase price was as
follows ($ millions):
Fair value of tangible assets acquired $ 0.2
Liabilities assumed (0.1)
Goodwill 6.2
------
Cash paid for RTD's common stock $ 6.3
All acquisitions were accounted for under the purchase method of accounting.
Accordingly, goodwill of approximately $35.0 million related to Spider, $10.2
million related to AzCore and $6.2 million related to RTD was recorded,
representing the excess of the purchase price over the estimated fair value of
the net assets acquired and transaction costs. Through December 28, 2001, the
goodwill related to the Spider, AzCore and RTD transactions was being amortized
on a straight-line basis over a period of six, twenty and ten years,
respectively.
During the fourth quarter of 2001, Artesyn sold its repair and logistics
business, Artesyn Solutions, Inc., to Solectron Global Services, Inc. for
approximately $33.5 million. The results of operations of the acquired companies
have been included in Artesyn's consolidated financial statements from the date
of acquisition and, in the case of Artesyn Solutions, up to the date of the
divestiture.
6. Income Taxes
The benefit for income taxes reflects federal, state, and foreign taxes. The
effective income tax rate on pretax loss differs from that computed at the
United States federal statutory rate for the following reasons:
Twenty-Six Weeks Ended
------------------------------
June 28, June 29,
2002 2001
----------- -----------
Benefit computed at United States
federal statutory income tax rate (35.0)% (35.0)%
Amortization of goodwill - 0.8
Foreign tax effects 11.4 8.7
Effect of state income taxes (0.2) (1.9)
Tax credits (1.5) -
Other (1.7) 0.4
----------- -----------
Effective tax rate (27.0)% (27.0)%
=========== ===========
10
7. Comprehensive Loss
The components of Artesyn's comprehensive loss are as follows ($000s):
Thirteen Weeks Ended Twenty-Six Weeks Ended
----------------------------- -----------------------------
June 28, June 29, June 28, June 29,
2002 2001 2002 2001
------------- ------------ ------------ -------------
Net loss $(10,149) $(21,904) $(17,507) $(26,641)
Foreign currency translation
adjustment 6,402 (3,052) 5,300 (9,786)
Cumulative effect of change in
accounting principle-change in
derivative financial instrument - - - 1,380
Effect of changes in the value of
derivatives 47 (95) 221 (1,807)
Tax benefit (1,741) 496 (1,491) 2,756
------------- ------------ ------------ -------------
4,708 (2,651) 4,030 (7,457)
------------- ------------ ------------ -------------
Comprehensive loss $ (5,441) $(24,555) $(13,477) $(34,098)
============= ============ ============ =============
8. Loss Per Share
The reconciliation of the numerator and denominator of the loss per share
calculation is presented below ($000s except per share data).
Thirteen Weeks Ended Twenty-Six Weeks Ended
----------------------------- ------------------------------
June 28, June 29, June 28, June 29,
2002 2001 2002 2001
------------- ------------ ------------ -------------
Basic and diluted loss per share
Net loss $(10,149) $(21,904) $(17,507) $(26,641)
------------- ------------ ------------ -------------
Weighted average common shares 38,382 38,195 38,358 38,222
------------- ------------ ------------ -------------
Loss per share $ (0.26) $ (0.57) $ (0.46) $ (0.70)
============= ============ ============ =============
All of Artesyn's anti-dilutive weighted options and shares potentially issuable
related to the convertible subordinated debt and the warrant were not included
in computing diluted loss per share because their inclusion would be
anti-dilutive for the respective periods.
9. Derivative Financial Instruments
Artesyn utilizes interest rate swap derivative instruments to manage changes in
market conditions related to interest rate payments on certain of its variable
rate debt obligations. As of June 28, 2002, Artesyn had three interest rate swap
agreements with a total notional amount of $6.9 million effectively fixing the
rate on a like amount of variable rate borrowings. During the twenty-six weeks
ended June 28, 2002, Artesyn recorded the change in fair value of the interest
rate swap derivatives as a decrease in Accumulated Other Comprehensive Loss
totaling approximately $0.2 million.
11
Artesyn recognizes all derivatives on the balance sheet at fair value. Such
derivatives total a liability of approximately $0.1 million as of June 28, 2002
and are included in Accounts Payable and Accrued Liabilities in the accompanying
Condensed Consolidated Statements of Financial Condition. Changes in the fair
value for the effective portion of the gain or loss on a derivative that is
designated as and meets all the required criteria for a cash flow hedge are
recorded in Accumulated Other Comprehensive Loss and reclassified into earnings
as the underlying hedged item affects earnings. Amounts reclassified into
earnings related to interest rate swap agreements are included in interest
expense. The ineffective portion of the gain or loss, if any, on a derivative is
recognized in earnings within other income or expense. There was no significant
hedge ineffectiveness for the existing derivative instruments for the thirteen
or twenty-six weeks ended June 28, 2002.
10. Business Segments and Geographic Information
Artesyn is organized in two industry segments, Power Conversion and
Communications Products. Power Conversion is engaged in the business of
designing and manufacturing power supplies and power conversions products for
the communications, wireless, transmission and computing markets. Those same
markets are serviced by the Communications Products segment, which provides WAN
interfaces, CPU boards, DSP solutions and protocol stacks. Artesyn sells
products directly to Original Equipment Manufacturers and also to a network of
industrial and retail distributors throughout the world. Artesyn's principal
markets are in the United States, Europe and Asia-Pacific, with the United
States and Europe being the largest based on sales. Sales are in U.S. dollars
and certain European currencies. "Other" below represents the results of Artesyn
Solutions, Inc., which was sold during 2001.
The table below presents information about reported segments ($000s):
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------------------- -------------------------------
June 28, June 29, June 28, June 29,
2002 2001 2002 2001
------------- --------------- ------------- --------------
Sales
Power Conversion $ 85,736 $100,542 $165,871 $221,722
Communications Products 5,159 13,495 15,529 29,416
Other - 13,679 - 26,853
------------- --------------- ------------- --------------
Total $ 90,895 $127,716 $181,400 277,991
============= =============== ============= ==============
Operating Loss
Power Conversion $ (8,898) $(26,298) $(16,919) $(31,439)
Communications Products (3,250) (2,494) (3,386) (3,357)
Other - 1,131 - 1,800
------------- --------------- ------------- --------------
Total $(12,148) $(27,661) $(20,305) $(32,996)
============= =============== ============= ==============
As of As of
June 28, December 28,
2002 2001
----------- --------------
Assets
Power Conversion $ 325,717 $ 332,437
Communications Products 55,059 62,698
Corporate 49,614 31,348
----------- --------------
Total $ 430,390 $ 426,483
=========== ==============
12
11. Revolving Credit Agreement
On January 23, 2001, Artesyn entered into a revolving credit agreement with a
syndicate of banks for a three-year, multi-currency, $275 million credit
facility. The revolving facility, which expires on March 31, 2004, replaced a
previous $200 million revolving credit facility. On January 23, 2001, $91.7
million in existing loans under the previous credit agreement were repaid from
borrowings under the new revolving credit facility. As of September 28, 2001,
Artesyn was not in compliance with the restrictive covenants contained in the
credit facility. Artesyn obtained waivers through January 15, 2002 for the
September 2001 financial covenant tests. On January 15, 2002, Artesyn amended
its credit facility and the restrictive covenants to account for the changed
business and economic conditions. The amended restrictive covenants require
Artesyn, among other things, to maintain a certain minimum liquidity, and limit
the purchase, transfer and distribution of certain assets. Artesyn was in
compliance with the amended covenants at June 28, 2002. The aggregate amount
available under the credit facility was also reduced to $85 million and is now
secured by a portion of Artesyn's assets.
The amended credit agreement provides for various interest rate options on the
facility initially based on the London Interbank Offer Rates plus 2.5% and
includes a fee of 0.5% on the unused balance, and a 0.25% utilization fee when
the line is more than 50% drawn. Any outstanding amounts under the credit
facility are due on March 31, 2004. On June 28, 2002, the balance on the
revolving credit facility was approximately $62.4 million.
12. Finestar Transaction
On January 15, 2002, Artesyn received an investment by Finestar International
Limited, an entity controlled by Mr. Bruce Cheng, founder and chairman of Delta
Electronics, a leading global power supply, electronic component, and video
display manufacturer and one of Artesyn's competitors. The transaction, for
which the net proceeds were approximately $49.5 million, included the issuance
of a five-year, subordinated convertible note, which carries a 3% interest rate
and is convertible into common stock at the option of Finestar at $11.00 per
share. Finestar was also issued a five-year warrant to purchase an additional
1.55 million shares of Artesyn's common stock at an exercise price of $11.50 per
share. The common stock issuable upon conversion of the convertible note and
exercise of the warrant are registered for resale pursuant to a registration
rights agreement entered into in connection with the transaction. Approximately
$5.1 million of the value of the transaction was assigned to the warrant and is
reflected in Additional Paid-in Capital. The difference between the debt
recorded and the face amount of the debt is being accreted over the term of the
debt as an adjustment to interest expense. Approximately $24 million of the net
proceeds were used to reduce the outstanding balance on Artesyn's senior
revolving credit facility, with the remaining funds used for general corporate
purposes. Both parties have the right to redeem the note after three years.
13. Legal Proceedings
On February 8, 2001, VLT, Inc. ("VLT") and Vicor Corporation ("Vicor") filed a
suit against Artesyn in the United States District Court of Massachusetts
alleging that Artesyn has infringed U.S. Reissue Patent No. 36,098 entitled
"Optimal Resetting of The Transformer's Core in Single Ended Forward Converters"
("the `098 patent"). Vicor has been withdrawn as a plaintiff by agreement of the
parties. VLT has alleged that it is the owner the `098 patent and that Artesyn
has manufactured, used or sold electronic power converters with reset circuits
that fall within the claims of the patent. VLT seeks damages allegedly arising
from sales of those converters made between February 1995 through February 2002,
when the `098 patent expired. The suit requests that Artesyn pay damages
measured by a reasonable royalty on those sales, plus interest, attorneys' fees
and increased damages of up to three times any royalty awarded. Artesyn has
challenged the validity of the patent and has denied the claims of the
infringement. The parties are currently in litigation discovery and no trial
date has yet been set. Although Artesyn believes that it has strong defenses to
VLT's claims, if Artesyn were found liable to pay all of the damages requested
by VLT, such a payment could have a material adverse effect on Artesyn's
business, operating results and financial condition. The matter has not
progressed to the point where any determination of the outcome can be reasonably
estimated.
13
The claims against us relating to the patent in dispute involve compensation for
sales recorded prior to the expiration of the patent, which occurred in early
February 2002. Management believes no future sales related to this patent are at
risk.
14. Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141").
SFAS 141 addresses financial accounting and reporting for business combinations
and supercedes Accounting Principles Board Opinion No. 16, "Business
Combinations and Statement of Financial Accounting Standards No. 38,"
"Accounting for Pre-acquisition Contingencies of Purchased Enterprises." All
business combinations in the scope of SFAS 141 are to be accounted for under the
purchase method. SFAS 141 effective June 30, 2001. The adoption of SFAS 141 did
not have an impact on Artesyn's financial position, results of operations or
cash flows.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
142 "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 addresses
financial accounting and reporting for intangible assets acquired individually
or with a group of other assets (not acquired in a business combination) at
acquisition. SFAS 142 also addresses financial accounting and reporting for
goodwill and other intangible assets subsequent to their acquisition. With the
adoption of SFAS 142, goodwill is no longer subject to amortization. Rather,
goodwill will be subject to at least an annual, or periodically upon a change in
business conditions, assessment for impairment by applying a fair-value based
test. The impairment loss is the amount, if any, by which the implied fair value
of the goodwill is less than the carrying or book value. SFAS 142 is effective
for fiscal years beginning after December 15, 2001.
Artesyn adopted SFAS No. 142 on December, 29 2001. Artesyn has assessed goodwill
impairment using a two-step approach based on reportable segments and reassessed
any intangible assets, including goodwill, recorded in connection with our
previous acquisitions. Artesyn determined that there was no goodwill impairment
related to its initial application of the statement. Due to changing market
conditions and other factors Artesyn may consider an additional assessment for
impairment of goodwill in 2002.($000s except per share data).
Twenty-Six Weeks
Thirteen Weeks Ended Ended
--------------------------- -----------------------
June 28, June 29, June 28, June 29,
2002 2001 2002 2001
------------- ---------- ---------- ----------
Reconciliation to Net Loss
Net loss $ (10,149) $ (21,904) $ (17,507) $ (26,641)
Amortization of goodwill - 1,992 - 3,958
Tax provision - (52) - (104)
------------- --------- ---------- ----------
Net loss excluding effect of goodwill
amortization $ (10,149) $ (19,964) $ (17,507) $ (22,787)
============= ========= ========== ==========
Basic and diluted loss per share
Weighted average common shares 38,382 38,195 38,358 38,222
============= ========= ========== ==========
Loss per share $ (0.26) $ (0.52) $ (0.46) $ (0.60)
============= ========= ========== ==========
June 28, December 28,
2002 2001
Balance as of: ------------- ------------
Goodwill -Power Conversion $ 43,534 $ 41,765
-Communications Products 49,823 48,190
--------- -----------
$ 93,357 $ 89,955
Accumulated amortization (26,358) (25,382)
--------- -----------
Goodwill, net $ 66,999 $ 64,573
========= ===========
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS 144 supercedes FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of." SFAS 144 applies to all long-lived assets (including
discontinued operations) and consequently amends Accounting Principles Board
Opinion No. 30, "Reporting Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business." SFAS 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and thus
was adopted, as required, on December 29, 2001. The adoption of SFAS 144 did not
have an impact on Artesyn's consolidated financial position, results of
operations or cash flows.
14
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following should be read in conjunction with the consolidated financial
statements and notes included in this quarterly report on Form 10-Q. With the
exception of historical information, the matters discussed below may include
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. We caution
readers that a number of important factors, including those identified in the
section entitled Risk Factors that May Affect Future Results in our most
recently filed annual report on Form 10-K, as well as factors discussed in other
reports filed with the Securities and Exchange Commission, could affect our
actual results and cause them to differ materially from those expressed in the
forward-looking statements.
Critical Accounting Policies
We have identified the accounting policies outlined below as fundamental to our
business operations and an understanding of our results of operations. The
listing is not intended to be a comprehensive list of all of our accounting
policies. In many cases, the accounting treatment of a particular transaction is
specifically dictated by accounting principles generally accepted in the United
States, with no need for management's judgment in their application. The impact
and any associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results. For a detailed discussion on the application of these and
other accounting policies, see Note 1 in the Notes to the Consolidated Financial
Statements in Item 14 in our most recently filed annual report on Form 10-K. The
preparation of this Form 10-Q requires us to make estimates and assumptions that
affect the reported amount of assets and liabilities, disclosure of contingent
assets and liabilities at the date of our financial statements, and the reported
amounts of revenue and expenses during the reporting period. We cannot assure
you that actual results will be the same as our estimates.
Revenue recognition and accounts receivable
We recognize revenue and the related cost of sales as products are shipped and
title is passed to the customer or as services are provided. Provisions for
estimated returns and sales allowances are established concurrently with the
recognition of revenue and are based on a variety of factors including actual
return and sale allowance history and projected economic conditions. We
regularly monitor customer inventory levels and make adjustments to these
provisions when management believes actual product returns or other allowances
may differ from established reserves. While actual return and allowance rates
have historically been within our expectations and the provisions established,
we cannot guarantee that we will continue to experience the same rates we have
in the past. Any significant increase in returns or sales allowances could have
a material adverse impact on our operating results for the period or periods in
which such increases materialize.
We perform ongoing credit evaluations of our customers and adjust credit limits
based upon payment history and a customer's current credit worthiness, as
determined by our review of their current credit information. We continuously
monitor collections and payments from our customers and maintain a provision for
estimated credit losses based upon our historical experience and any specific
customer collection issues that we have identified. While such credit losses
have historically been within our expectations and the provisions established,
we can not guarantee that we will continue to experience the same credit loss
rates that have occurred in the past. Our accounts receivable balance as of June
28, 2002 was $57.9 million, net of allowances of $3.3 million.
Inventories
We value our inventory at the lower of the actual cost to purchase and/or
manufacture the inventory or the current estimated market value of the
inventory. We regularly review inventory quantities on hand and record a
provision for excess and obsolete inventory based primarily on our estimated
forecast of
15
product demand and production requirements for the following twelve months. As
demonstrated during 2001 and 2002, demand for our products can fluctuate
significantly over a short period of time. A significant decrease in demand
could result in an increase in the amount of excess inventory quantities on
hand. Additionally, our estimates of future product demand may prove to be
inaccurate, in which case we may have understated or overstated the provision
required for excess and obsolete inventory. In the future, if our inventory is
determined to be overvalued, we would be required to recognize such costs in our
cost of goods sold at the time of such determination. Therefore, although we
make every effort to ensure the accuracy of our forecasts of future product
demand, any significant unanticipated changes in demand or technological
developments could have a significant impact on the value of our inventory and
our reported operating results.
Warranties
We offer warranties of various lengths to our customers depending upon the
specific product and terms of the customer purchase agreement. Our standard
warranties require us to repair or replace defective products returned to us
during such warranty period at no cost to the customer. We record an estimate
for warranty related costs based on our actual historical return rates and
repair costs at the time of sale. While our warranty costs have historically
been within our expectations and the provisions established, we cannot guarantee
that we will continue to experience the same warranty return rates or repair
costs that we have in the past. A significant increase in product return rates,
or a significant increase in the costs to repair our products, could have a
material adverse impact on our operating results for the period or periods in
which such returns or additional costs occur.
Goodwill
We adopted Statement of Financial Accounting Standards No. 142 "Goodwill and
Other Intangible Assets" in the first quarter of 2002. With the adoption of SFAS
142, we assessed the goodwill impairment using a two-step approach based on
reportable segments and reassessed any intangible assets, including goodwill,
recorded in connection with earlier acquisitions. We had recorded approximately
$2.0 million of amortization of goodwill during the first and second quarters of
2001, and would have recorded approximately $2.0 million of amortization during
the first and second quarters of 2002. In lieu of amortization, we have
performed an initial impairment review of our goodwill in 2002, and we will
perform an annual impairment review thereafter. Our initial impairment review in
January 2002 indicated that we did not have an impairment in the value of the
goodwill we currently have recorded. Although there is no impairment, the
adoption of SFAS 142 will affect our operating results in future periods due to
the exclusion of the amortization of goodwill, which was significant in previous
periods. Due to changing market conditions and other factors we may consider an
additional assessment for impairment of goodwill in 2002.
Accounting for income taxes
As part of the process of preparing our consolidated financial statements, we
are required to estimate our income taxes in each of the jurisdictions in which
we operate. This process involves us estimating our actual current tax exposure
together with assessing temporary differences resulting from differing treatment
of items for tax and accounting purposes. These differences result in deferred
tax assets and liabilities, which are included within our consolidated balance
sheet. We must then assess the likelihood that our deferred tax assets will be
recovered from future taxable income and to the extent we believe that recovery
is not likely, we must establish a valuation allowance. To the extent we
establish a valuation allowance or increase this allowance in a period, we must
include an expense within the tax provision in the consolidated statement of
operations.
Significant management judgment is required in determining our provision or
benefit for income taxes, our deferred tax assets and liabilities and any
valuation allowance recorded against our net deferred tax assets. We have
recorded a valuation allowance due to uncertainties related to our ability to
utilize some of our deferred tax assets, primarily consisting of certain net
operating losses carried forward and foreign
16
tax credits, before they expire. The valuation allowance is based on our
estimates of taxable income or loss by jurisdiction in which we operate and the
period over which our deferred tax assets will be recoverable. In the event that
actual results differ from these estimates, or we adjust these estimates in
future periods, we may need to establish an additional valuation allowance,
which could materially impact our financial position and results of operations.
The net deferred tax asset as of June 28, 2002 was $24.4 million, net of the
valuation allowance.
Results of Operations
For the Thirteen and Twenty-Six Weeks Ended June 28, 2002 compared to the
Thirteen and Twenty-Six Weeks Ended June 29, 2001
Sales. Sales for the second quarter of 2002 were $90.9 million compared to
$127.7 million for the comparable period in 2001, a decrease of $36.8 million or
29%. Sales for the twenty-six weeks ended June 28, 2002 decreased $96.6 million,
or 35%, to $181.4 million from $278.0 million in the comparable period in 2001.
The lower revenue was the result of a significant reduction in demand that we
experienced from most of our major customers. The decreased level of demand,
which adversely impacted all of our markets, continued throughout the second
quarter of 2002 and is primarily responsible for the decrease in revenue in
comparison to 2001.
During the fourth quarter of 2001, we sold our repair and logistics business,
Artesyn Solutions, Inc. During the thirteen and twenty-six weeks ended June 29,
2001, sales attributable to Artesyn Solutions were $13.7 million and $26.9
million, respectively. The exclusion of the results from 2002 accounts for a
portion of the decrease in sales between the periods presented.
Revenue from our Power Conversion segment increased approximately $5.6 million
in the second quarter of 2002 in comparison to the first quarter. However,
decreases from our Communications Products segment offset the sequential gain in
Power Conversion. We continue to perceive significant weakness in all the
markets we currently serve as our customers react to decreased end-user demand.
As a result, we would expect our level of revenue in the second half of 2002 to
be consistent with the level recorded in the first half of the year.
Orders booked in the second quarter of 2002 were $78.4 million, an increase of
$14.3 million or 22% from $64.1 million in the second quarter of 2001. The
orders reported in 2001 reflect a significant number of cancellations in the
second quarter as customer demand decreased. For the twenty-six weeks ended June
28, 2002, orders decreased $11.5 million or 7% from $177.3 million in 2001 to
$165.8 million in 2002, reflecting the continued weakness in our markets in
2002. Backlog, which consists of purchase orders on hand having delivery dates
scheduled within the next six months, decreased $15.6 million or 17% from $92.5
million on June 29, 2001 to $76.9 million on June 28, 2002. We do not anticipate
significant changes in orders or backlog for the rest of 2002 in comparison with
the second quarter of 2002 until end-user demand returns.
Gross Margin. Gross margin for the thirteen weeks ended June 28, 2002 increased
to $12.0 million (or 13.2% of sales) compared to $9.5 million (or 7.4% of sales)
for the comparable period in 2001, an increase of $2.5 million, or 26%. The
primary reason for the increase in gross margin was the excess and obsolete
inventory charge of $10.0 million that was recorded in the second quarter of
2001. This amount was partially offset by the reduction in gross margin due to
the reduced sales volume ($5.6 million). The exclusion of the results from
Artesyn Solutions after its sale contributed to change in gross margin an
additional $2.7 million.
For the twenty-six weeks ended June 28, 2002, gross margin decreased $11.0
million or 32% in comparison
17
with the same period in 2001 from $34.2 million (or 12.3% of sales) to $23.3
million (or 12.8% of sales). The decrease in gross margin for the first half of
2002 in comparison with the first half of 2001 is primarily attributable to the
reduction in sales volume during 2002 ($15.4 million). In addition, the
exclusion of the results from Artesyn Solutions after its sale contributed $5.3
million to the decrease. These amounts were offset by the $10.0 million excess
and obsolete inventory charge recorded in 2001.
Gross margin as a percent of revenue reflected a slight sequential improvement
from the first quarter of 2002 (12.7%) to the second (13.2%). However, we will
not experience a material improvement in gross margin as a percent of revenue
unless revenue increases over the levels recorded in the first and second
quarters of 2002, allowing for greater utilization of our manufacturing
capacity.
During the second quarter of 2002, we announced that we would be closing our
Kindberg, Austria manufacturing facility as part of our ongoing efforts to match
our level of expenses with the reduced level of demand for our products. These
measures are explained in further detail in "Restructuring and Related Charges"
below. In addition to actions in the second quarter, we closed several other
manufacturing, engineering and administrative facilities worldwide, including
our Oberhausen, Germany manufacturing facility, in the first quarter of 2002.
All functions provided by these facilities have been consolidated into other
facilities throughout the world. The cost reduction initiatives implemented in
both operating segments included factory work force reductions, shortened work
weeks and restrictions on discretionary spending. We are committed to aligning
our cost structure with current customer demand. To that end, if we feel it is
necessary to make additional cost reductions during 2002 due to the continuing
industry slowdown, we are prepared to do so.
Operating Expenses. Selling, general and administrative expenses were $8.8
million (or 10% of sales) in the thirteen weeks ended June 28, 2002 compared to
$15.4 million (or 12% of sales) for the comparable prior year period. For the
twenty-six weeks ended June 28, 2002, selling, general and administrative
expenses were $18.6 million (or 10% of sales) compared to $31.4 million (or 11%
of sales) for the comparable prior year period. In response to the significant
decrease in customer demand we continue to experience, we have implemented
several cost savings plans to reflect our reduced level of revenue. When it was
determined that our costs and infrastructure were in excess of requirements to
support near term levels of customer demand, we took steps, which are discussed
below in "Restructuring and Related Charges", to reduce infrastructure and
personnel to maintain, in our judgment, the proper relationship between
operating expenses and revenue. These steps included the closing of engineering
and administrative facilities and headcount reductions. These cost saving
initiatives are the primary reasons behind the dollar reductions in selling,
general and administrative expenses in 2002 in comparison to the applicable
period in 2001.
In addition to the cost savings initiatives, the effect of foreign currency
exchange rates changed $3.3 million from an unfavorable effect of $0.5 million
in the second quarter of 2001 to a favorable effect in 2002. The effect of
foreign currency translation is not expected to be material in future periods.
Excluding the effect of foreign currency exchange rates, the level of selling,
general and administrative expenses is expected to remain consistent with the
second quarter of 2002 for the remainder of the year. In addition to the effect
of foreign currency exchange rates, approximately $1.5 million and $3.2 million,
respectively, of the decrease in selling, general and administrative in the 2002
periods presented is attributable to the exclusion of Artesyn Solutions after
its sale.
Research and development expenses totaled $8.3 million, or 9% of sales, in the
second quarter of 2002 compared to $11.5 million, or 9% of sales, for the second
quarter of 2001. For the first half of the year, research and development
expenses totaled $16.9 million, or 9% of sales, in 2002 and $23.7 million, or 9%
of sales, in 2001. While we have reduced our research and development expenses
to maintain an appropriate relationship with revenue, we maintain our commitment
to invest in research and development activities. The timely introduction of new
technology and products will continue to be an
18
integral component of our competitive strategy. We expect the level of research
and development expenses to be consistent, on an actual dollar basis, with the
level recorded in the first two quarters of 2002.
Amortization of Goodwill. On December 29, 2001, we adopted SFAS 142, "Goodwill
and Other Intangible Assets". With the adoption of SFAS 142, goodwill will no
longer be subject to amortization but is subject to an annual impairment test.
We will not record amortization expense related to goodwill in any subsequent
period.
Restructuring and Related Charges. During 2001 and 2002, we implemented a plan
to restructure certain of our operations as a result of a significant reduction
in actual and forecasted customer demand for our products resulting in excess
manufacturing capacity and costs. Our restructuring activities are designed to
address these issues and are comprised of the following elements:
1) A realignment of our commercial functions along customer/market lines in
order to provide enhanced customer service.
2) Addressing excess capacity and cost issues by closing several operating
and administrative facilities throughout the world and consolidating
their functions into other existing locations.
3) The elimination of a number of operational and administrative positions
company-wide.
Pursuant to the restructuring plans, during the first half of 2002, we recorded
restructuring charges of approximately $8.1 million. This amount included
employee and facility expenses related to the planned closure of our Kindberg,
Austria manufacturing facility, as well as headcount reductions in other
locations announced in May 2002. The components of this charge, along with the
2002 activity related to these and other restructuring charges, are presented in
the following table ($000's).
Accrued 2002 Activity Accrued
--------------------------------------------------
Liability at Restructuring Liability at
December 28, 2001 Charge Cash Non-Cash June 28, 2002
--------------- --------------- ----------- -------------- -------------------
Facility closures $ 3,149 $ 2,218 $ 641 $ 1,902 $ 2,824
Employee termination costs 2,283 5,906 3,203 - 4,986
--------------- --------------- ------------ --------------- -------------------
$ 5,432 $ 8,124 $3,844 $ 1,902 $ 7,810
=============== =============== ============ =============== ===================
The charge for facility closures is primarily write-offs of equipment and other
fixed assets to be disposed of or abandoned at locations that are being closed.
The remaining reserve represents our estimate of the future lease commitments
and buyout options for those locations being closed, after considering sublease
opportunities. We anticipate that the closures of facilities and disposal of
assets will be completed by the end of the first quarter of 2003. Lease payments
for the closed facilities extend into 2006. Although we are aggressively
marketing these locations for subleases on acceptable terms, the ultimate time
required to obtain acceptable subleases may extend beyond our estimates.
The restructuring plan includes the termination and payment of related severance
benefits for approximately 1,400 affected employees (800 direct labor, 400
indirect labor and 200 administrative), of which approximately 1,200 have been
terminated as of June 28, 2002. The remaining terminations and associated
termination payments are expected to be made during the remainder of 2002 and
the first quarter of 2003.
As part of ongoing restructuring efforts, we expect to record total charges of
approximately $10.0 million in 2002, with the remaining balance of the charge
expected to be recorded in the third and fourth quarters.
19
We are committed to maintaining a proper relationship between costs and customer
demand. To that end, we are prepared to take additional actions to reduce our
cost structure during 2002 should business conditions dictate.
Interest Expense, net. Net interest expense decreased slightly to $1.8 million
in the thirteen weeks ended June 28, 2002 from $1.9 million for the comparable
period in 2001. For the twenty-six weeks ended June 28, 2002, interest expense,
net increased slightly to $3.7 million from $3.5 million in the comparable 2001
period. The increase is primarily the result of amortization of deferred
financing costs charged as interest expense related to the transaction with
Finestar and the amendment to our existing credit facility executed in 2002 (See
"Liquidity and Capital Resources"). Net borrowings in 2002 include the
subordinated convertible note resulting from the investment by Finestar
discussed below. In addition, accretion resulting from the assignment of part of
the value of the Finestar transaction to the warrant issued in the transaction
also contributed to total interest expense in 2002.
During December 2001, we sold our repair and logistics business, Artesyn
Solutions, Inc. to Solectron Global Services, Inc. for $33.5 million. A
substantial portion of the net proceeds was used to pay down outstanding debt,
reducing our expected interest expense in 2002 related to our senior credit
facility.
On January 15, 2002, we received a $50.0 million investment from Finestar
International Limited, an entity controlled by Mr. Bruce Cheng, founder and
chairman of Delta Electronics, a leading global power supply, electronic
component and video display manufacturer and one of our competitors. The $50.0
million investment was made through the issuance of a five-year subordinated
convertible note and a five-year warrant to purchase 1,550,000 shares of our
common stock. A substantial portion of the cash received from the transaction
with Finestar International was used to pay down our senior debt. Interest
expense in future periods will include interest and accretion related to the
instruments issued in connection with this transaction. Both parties have the
right to redeem the note after three years.
In the first quarter of 2002, we amended our revolving credit facility. The
amendment includes, among other things, higher interest rates for the borrowings
outstanding compared to the original credit facility and revised financial
covenants. We are in compliance with all such covenants as of June 28, 2002.
After taking into account all the factors affecting interest expense, net, we
believe the amount recorded in 2002 will continue to be consistent with the
levels experienced in fiscal 2001.
Benefit for Income Taxes. In the thirteen and twenty-six weeks ended June 28,
2002, a benefit for income taxes of 27% of the pretax loss was recorded, which
is consistent with the tax provision recorded in the comparable 2001 periods. If
our current forecasts hold true, we would expect the tax rate recorded in the
first half of 2002 to be consistent through the rest of the year.
Net Loss. Net loss for the thirteen weeks ended June 28, 2002 was $10.2 million,
or $0.26 per diluted share, compared to net loss of $21.9 million, or $0.57 per
diluted share, for the comparable prior year quarter. Net loss for the
twenty-six weeks ended June 28, 2002 was $17.5 million, or $0.46 per diluted
share, compared to a net loss of $26.6 million, or $0.70 per diluted share for
the comparable period in 2001. The primary reason for the improvement between
the periods in 2002 compared to 2001 is the excess and obsolete inventory charge
(approximately $7.3 million after tax) recorded in 2001 along with the other
factors discussed above. In addition, there was no amortization expense
recognized in 2002 related to goodwill further contributing to a change in net
loss between the periods.
Power Conversion
The continued erosion of customer demand, especially with our Telecom and
Wireless customers, significantly affected financial performance for the entire
Power Conversion segment. Revenue for Power Conversion for the thirteen weeks
ended June 28, 2002 was $85.7 million, a decrease of $14.8 million, or 15%, from
the second quarter of 2001. For the twenty-six weeks ended, revenue from Power
Conversion
20
was $165.9 million, a decrease of $55.9 million, or 25% from the first half of
2001. Revenue from Power Conversion increased slightly from the amount recorded
in the first quarter of 2002, and it is our expectation that revenue for this
segment will be consistent with or slightly higher than the amounts recorded in
the first half of the year for the remainder of 2002.
The operating loss recorded for our Power Conversion segment in the thirteen
weeks ended June 28, 2002 was $8.9 million, a decrease of $17.4 million from the
comparable period in 2001 ($26.3 million). The primary reason for this
difference was the $9.5 million charge for excess and obsolete inventory
reserves in 2001. In addition, the restructuring charge recorded in the second
quarter of 2001 was $7.3 million compared to a charge of $6.5 million in 2002.
Also, we recorded amortization of goodwill in 2001 for approximately $0.5
million. The remaining difference is primarily comprised of cost savings
initiatives implemented throughout the last year. For the twenty-six weeks ended
June 28, 2002, operating loss for Power Conversion was $16.9 million compared
with $31.4 million in the comparable period in 2001. The difference is
attributable to the charge for excess and obsolete inventory recorded in 2001
($9.5 million), the additional restructuring charges in 2001 ($0.8 million) and
the amortization of goodwill recorded in 2001 ($1.0 million), with the remaining
difference attributable to cost savings initiatives put in place during the last
twelve months.
Communications Products
Revenue from our Communications Products segment for the second quarter of 2002
was $5.2 million compared to $13.5 million in the second quarter of 2001, a
decrease of $8.3 million or 62%. For the twenty-six weeks ended June 28, 2002,
revenue for Communications Products was $15.5 million, a decrease of $13.9
million, or 47%, from $29.4 million recorded in the same period in 2001. The
decrease in revenue is the result of the continued decrease in demand in the
Telecom and Wireless market sector. It is our current expectation that the level
of revenue from our Communications Products segment will be consistent with the
amount recorded in the second quarter of 2002 for the remainder of the year.
The operating loss recorded for our Communications Products segment in the
second quarter of 2002 increased to $3.3 million from the $2.5 million loss
recorded in the same period in 2001. For the twenty-six weeks ended June 28,
2002, we recorded a loss of $3.4 million in Communications Products compared to
a $3.4 million loss in 2001. The changes in the thirteen and twenty-six periods
are due primarily to the exclusion of goodwill amortization in 2002
(approximately $1.5 million and $3.0 million, respectively), higher
restructuring charges recorded in 2002 (approximately $0.4 million), the excess
and obsolete inventory write-down in 2001 (approximately $0.5 million) and the
results of our cost savings initiatives offset by the drop in sales volume
(approximately $4.2 million and $6.8 million, respectively).
Liquidity and Capital Resources
At June 28, 2002, our cash and equivalents increased to $87.1 million from $54.1
million on December 28, 2001. This increase was primarily attributable to the
issuance of a five-year subordinated convertible note and warrant to Finestar
International in January 2002. The cash balance was also favorably impacted by
significant decreases in the balances of both Accounts Receivable and Inventory
in comparison with the end of the year.
On January 15, 2002, we received an investment by Finestar International
Limited, an entity controlled by Mr. Bruce Cheng, founder and chairman of Delta
Electronics, a leading global power supply, electronic component and video
display manufacturer and one of our competitors. The transaction, the net
proceeds of which were approximately $49.5 million, included the issuance of a
five-year subordinated convertible note, which carried a 3% interest rate and an
$11.00 conversion price, and the issuance of a five-year warrant to purchase an
additional 1.55 million shares of our common stock at an exercise price of
$11.50 per share.
21
Approximately $24 million of the net proceeds were used to pay down the balance
on our senior revolving credit facility, with the remaining funds to be used for
general corporate purposes. Both parties have the right to redeem the note after
three years.
As of September 28, 2001, we were not in compliance with the restrictive
covenants contained in our revolving credit facility in effect at the time. We
obtained waivers through January 15, 2002 for the September 2001 financial
covenant tests. On January 15, 2002, we amended our credit facility and changed
the restrictive covenants to account for changed business and economic
conditions. The amended credit facility contains restrictive covenants that,
among other things, require us to maintain a certain minimum liquidity, and
limit the purchase, transfer and distribution of certain assets. We are in
compliance with these amended covenants as of June 28, 2002. The amount
available under the credit facility was also reduced to $85 million and is
secured by certain assets.
Cash provided by operations was $25.1 million for the twenty-six weeks ended
June 28, 2002 compared with cash used in operations of $27.7 million in the same
period in fiscal year 2001. Cash from operations was positively impacted by a
decrease in inventory, which provided a source of cash of approximately $15.2
million in 2002 compared to a use of cash of $22.4 million in 2001. Also
contributing to the change was a smaller net loss (approximately $9.1 million)
in 2002. We expect a continued decline in our inventory balance during 2002 as
we match our inventory requirements with our level of business activity. The
balance in accounts receivable, which decreased in the period due to the
decrease in our level of business activity and improved collections, will
continue to fluctuate based on our level of revenue.
Capital expenditures for the first half of fiscal year 2002 totaled $2.7
million, primarily for the upgrade of existing manufacturing equipment. We
expect capital expenditures to increase slightly during the remaining quarters
of 2002 in comparison with the first half due to the maintenance and technology
requirements necessary for efficient production of specific key products.
However, we anticipate that the capital expenditures will continue to be
significantly below the levels experienced in 2001 until business conditions
improve.
A deferred payment related to the purchase of Spider was made in the second
quarter of 2002 for approximately $2.4 million. This payment is considered
deferred purchase price and was not contingent upon Spider's operating
performance. The final deferred payment of $2.5 million related to the
acquisition of Spider will be made on March 31, 2003.
Additionally, the second of Spider's contingent earnings period ended on March
31, 2002. Based on Spider's operating results, no contingent consideration will
be paid related to this earnings period. The third and final earn-out period
will end on March 31, 2003. We originally forecasted a potential earn-out
payment for the third period of approximately $4.5 million based on Spider's
anticipated results, although the actual amount is not subject to a cap. For the
earn-out period ended March 30, 2001, an additional $1.2 million in purchase
price was recorded based on Spider's operating results, $0.7 million of which
was paid in 2001 and the remaining amount will be paid in the third quarter of
2002.
AzCore was acquired in August 2000 for approximately $5.8 million of fixed cash
payments and up to $8.0 million in contingent consideration based on certain
milestones through fiscal years 2001 and 2002. Through the end of 2001, several
of these milestones had been reached and approximately $4.0 million in
contingent consideration had been paid. In the first quarter of 2002, an
additional $0.5 million contingent payment was made. The remaining amount of the
contingent consideration is expected to be paid in 2002 if the contingencies are
met.
RTD was acquired in January 2001 for approximately $3.3 million, net of cash
acquired, of fixed cash payments and up to $7.0 million in contingent
consideration based on certain milestones. The initial earn-out payment of $3.0
million was made to the former owners of RTD in the fourth quarter of 2001. The
22
remaining contingent consideration of $4.0 million is expected to be paid in
2003 if the contingencies are met.
During the fourth quarter of 2001, we sold our repair and logistics business,
Artesyn Solutions Inc., to Solectron Global Services Inc., a subsidiary of
Solectron Corporation, for approximately $33.5 million. A substantial portion of
the net proceeds from the sale was used to reduce the outstanding balance on our
senior revolving credit facility.
Net cash provided by financing activities was $10.9 million for the first half
of fiscal 2002. This amount includes the net proceeds from the transaction with
Finestar International, offset by the amount of debt repaid pursuant to the same
transaction. Payments of $7.7 million were made in the second quarter of 2002 to
reduce the balance on our senior revolving credit facility to approximately
$62.4 million.
On January 23, 2001, we entered into a revolving credit agreement with a
syndicate of banks that provided a three-year, multi-currency, $275 million
credit facility. The revolving credit facility, which expires on March 31, 2004,
replaced our previous $200 million revolving credit facility. On January 23,
2001, $91.7 million in existing loans under the previous credit agreement were
repaid from borrowings under the new revolving credit facility. In January 2002,
the facility was amended as discussed above.
Based on current expectations and business conditions, we believe our cash and
cash equivalents, available credit line, cash generated from operations and
other financing activities are expected to be adequate to meet working capital
requirements, capital expenditure requirements, debt and capital lease
obligations, contingent payments related to acquisitions, and operating lease
commitments for the next twelve months. We currently expect that these sources
will also be adequate to fulfill our long-term capital requirements. During
2004, the amounts outstanding on our current revolving credit agreement will
come due. At that time, we will need to put new financing in place to cover the
amounts outstanding. If financing cannot be arranged, we would be forced to look
to alternative sources to retire the amounts outstanding, and we cannot be
certain that such financing would be available at all or on terms favorable to
us.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, "Business Combinations" ("SFAS 141").
SFAS 141 addresses financial accounting and reporting for business combinations
and supercedes Accounting Principles Board Opinion No. 16, "Business
Combinations and Statement of Financial Accounting Standards No. 38 "Accounting
for Pre-acquisition Contingencies of Purchased Enterprises." All business
combinations in the scope of SFAS 141 are to be accounted for under the purchase
method. SFAS 141 became effective June 30, 2001. The adoption of SFAS 141 did
not have an impact on our financial position, results of operations or cash
flows.
In June 2001, the FASB also issued Statement of Financial Accounting Standards
No. 142 "Goodwill and Other Intangible Assets". SFAS 142 addresses financial
accounting and reporting for intangible assets acquired individually or with a
group of other assets (not acquired in a business combination) at acquisition.
SFAS 142 also addresses financial accounting and reporting for goodwill and
other intangible assets subsequent to their acquisition. With the adoption of
SFAS 142, goodwill is no longer subject to amortization. Rather, goodwill will
be subject to at least an annual, or periodically upon a change in business
conditions, assessment for impairment by applying a fair-value based test. The
impairment loss is the amount, if any, by which the implied fair value of
goodwill is less than the carrying or book value. SFAS 142 is effective for
fiscal years beginning after December 15, 2001. Impairment loss for goodwill
arising from the initial application of SFAS 142 is to be reported as resulting
from a change in accounting principle.
We adopted SFAS No. 142 in the first quarter of 2002. We have assessed goodwill
impairment using a two-step approach based on reportable segments and reassessed
any intangible assets, including
23
goodwill, recorded in connection with our previous acquisitions. Our assessment
has indicated that we have no impairment of assets during the first quarter of
2002. Due to changing market conditions and other factors, we may consider an
additional assessment for impairment of goodwill in 2002. As of June 28, 2002,
we had net goodwill of $67.0 million. We had recorded approximately $2.0 million
of amortization of goodwill during the first and second quarters of 2001.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS 144 supercedes FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of." SFAS 144 applies to all long-lived assets (including
discontinued operations) and consequently amends Accounting Principles Board
Opinion No. 30, "Reporting Results of Operations-Reporting the Effects of
Disposal of a Segment of a Business." SFAS 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and thus
was adopted, as required, on December 29, 2001. The adoption of SFAS 144 did not
have an impact on our consolidated financial position, results of operations or
cash flows.
Conversion to the Euro Currency
On January 1, 1999, eleven of the fifteen member countries of the European Union
adopted the euro as their common legal currency and established fixed conversion
rates between their existing sovereign currencies and the euro. The legacy
currencies of the participating European Union members remained legal tender in
the participating countries for the transition period from January 1, 1999
through January 1, 2002. On January 1, 2002, the participating countries issued
new euro-denominated bills and coins for use in cash transactions. Legacy
currencies will no longer be legal tender for any transactions beginning July 1,
2002, making conversion to the euro complete. We have assessed and addressed the
issues involved with the introduction of the euro including converting
information technology systems; reassessing currency risk; negotiating and
amending licensing agreements and contracts; and processing tax and accounting
records. The introduction and use of the euro has not materially affected our
foreign exchange and hedging activities or use of derivative instruments. While
we will continue to evaluate the impact of the euro's introduction over time,
based on currently available information, we do not believe that the
introduction of the euro currency will have a material adverse impact on the
financial condition or overall trends in results of operations.
24
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to the impact of interest rate changes and foreign currency
fluctuations. In the normal course of business, we employ established policies
and procedures to manage exposure to changes in interest rates and fluctuations
in the value of foreign currencies using a variety of derivative financial
instruments. We manage interest rate risk on our variable rate debt instruments
through use of interest rate swaps pursuant to which we exchange our floating
rate interest obligations for fixed rates. The fixing of the interest rates
offsets our exposure to the uncertainty of floating interest rates during the
term of the loans.
We have significant assets and operations in Europe and Asia and, as a result,
our financial performance could be affected by significant fluctuations in
foreign exchange rates. To mitigate potential adverse trends, our operating
strategy takes into account changes in exchange rates over time. Accordingly, we
may enter into various forward contracts that change in value as foreign
exchange rates change to protect the value of its existing foreign currency
assets, liabilities, commitments and anticipated foreign currency revenues. The
principal currency to be hedged is the euro. As of June 28, 2002, we had no
outstanding foreign currency forward exchange contracts.
It is our policy to enter into foreign currency and interest rate transactions
only to the extent considered necessary to meet our objectives as stated above.
We do not enter into foreign currency or interest rate transactions for
speculative purposes.
Forward Looking Statements
Certain statements in this Form 10-Q constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
are based on our current expectations with respect to future sales, operating
efficiencies, research and development expenditures, growth and working capital
needs. Such statements involve risks and uncertainties, which may cause actual
results to differ materially from those set forth in these forward-looking
statements. Factors that might affect such forward-looking statements include,
among others, general economic conditions, growth and changes in the power
supply and communications industries, changes in customer mix, competitive
factors and pricing pressures, changes in product mix, the timely development
and acceptance of new products, the availability of components used in the
manufacture of products, the ability to attract and retain customers including
new Original Equipment Manufacturer communications customers, the ability to
attract and retain personnel, inventory risks due to shifts in market demand,
changes in absorption of manufacturing overhead, domestic and foreign regulatory
approvals and other risks described in our various reports filed with the SEC.
Any forward-looking statements included in this Form 10-Q are made as of the
date hereof, based on information available to Artesyn as of the date hereof,
and Artesyn assumes no obligation to update any forward-looking statements.
25
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) Artesyn Technologies, Inc. held its Annual Meeting of Shareholders on
May 9, 2002
(b) The following matters were voted upon at the Annual Meeting of
Shareholders:
1. The shareholders voted the election of the nominees for Directors
for a term to expire at the Annual Meeting of Shareholders to be
held in 2003. The nominees, all of whom were elected, were Edward
S. Croft III, Fred C. Lee, Lawrence J. Matthews, Joseph M.
O'Donnell, Stephen A. Ollendorf, Phillip A. O'Reilly, Bert Sager,
A. Eugene Sapp Jr., Ronald D. Schmidt, Lewis Solomon, and John M.
Steel. The Inspectors of Election certified the following vote
tabulations.
For Withheld
------------- ------------
Edward S. Croft III 33,847,162 1,007,247
Fred C. Lee 34,011,779 842,630
Lawrence J. Matthews 33,934,804 919,605
Joseph M. O'Donnell 34,233,109 621,300
Stephen A. Ollendorf 33,814,599 1,039,810
Phillip A. O'Reilly 33,928,263 926,146
Bert Sager 34,186,806 667,603
A. Eugene Sapp, Jr. 34,245,112 609,297
Ronald D. Schmidt 33,924,144 930,265
Lewis Solomon 28,566,955 6,287,454
John M. Steel 34,221,949 632,460
Item 5. Other Information
On January 25, 2002, we filed a Registration Statement on Form S-3 with the
Securities and Exchange Commission. The Registration Statement was filed to
register for resale the 6,095,454 shares of our common stock underlying the
convertible subordinated note and common stock warrant issued to Finestar
International Limited. On May 3, 2002, the Commission declared the Registration
Statement effective.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
99.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
(b) Reports on Form 8-K
During the quarter ended June 28, 2002, Artesyn Technologies, Inc. filed
the following current reports on Form 8-K:
a) On April 5, 2002, Artesyn announced additional guidelines for
shareholders concerning its 2002 operational results. (Report
dated April 5, 2002)
b) On April 22, 2002, Artesyn announced its financial results
concerning first quarter of 2002. (Report dated April 18, 2002)
26
c) On May 14, 2002, Artesyn announced its Board of Directors and its
Audit Committee had decided to no longer engage Arthur Andersen
LLP as the Company's independent public accountants and engaged
Ernst & Young LLP to serve as the Company's independent auditors
for the fiscal year 2002. (Report dated May 13, 2002)
d) On May 16, 2002, Artesyn announced further cost reduction
initiatives, including closing its Kindberg, Austria
manufacturing facility and headcount reductions in other
locations. (Report dated May 16, 2002)
27
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ARTESYN TECHNOLOGIES, INC.
--------------------------
(Registrant)
DATE: August 12, 2002 BY: /s/ Richard J. Thompson
---------------------------
Richard J. Thompson
Vice President Finance
Chief Financial Officer
28
Exhibit Index
- --------------------------------------------------------------------------------
Exhibit No. Description
- --------------------------------------------------------------------------------
99.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
- --------------------------------------------------------------------------------
99.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
- --------------------------------------------------------------------------------