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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended March 31, 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. 000-31223
Pemstar Inc.
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(Exact name of registrant as specified in its charter)
Minnesota 41-1771227
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3535 Technology Drive N.W.
Rochester, Minnesota 55901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (507) 288-6720
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of voting stock held by non-affiliates of the
registrant, as of June 25, 2002, was approximately $49,012,788 (based on the
last sale price of such stock as reported by the Nasdaq Stock Market National
Market).
The number of shares outstanding of the registrant's common stock, $.01 par
value, as of June 25, 2002, was 36,851,720.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the fiscal year
ended March 31, 2002 are incorporated by reference into Parts I, II, and IV.
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held July 25, 2002 are incorporated by reference into Part
III. Portion's of the registrant's Registration Statement on Form S-1 (File No.
333-37162), the registrant's Registration Statement on Form S-1 (File No.
333-60832), the registrant's Registration Statement on Form S-3 (File No.
333-75284), the registrant's Quarterly Reports on Form 10-Q for the periods
ended September 30, 2000 (File No. 000-31223), December 31, 2000 (File No.
000-31223), June 30, 2001 (File No. 000-31223) and September 30, 2001 (File No.
000-31223), the registrant's Current Reports on Form 8-K filed on May 6, 2002
(File No. 000-31223) and the registrant's Current Report on Form 8-K filed on
May 13, 2002 (File No. 000-31223) are incorporated by reference into Part IV.
PART I.
Forward Looking Statements
This Annual Report on Form 10-K (the "Report") contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
forward-looking statements are inherently uncertain as they are based on current
expectations and assumptions concerning future events or Pemstar's future
performance. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are only predictions and speak only as of the
date hereof. Forward-looking statements are not descriptions of historical
facts. The words or phrases "will likely result," "look for," "may result,"
"will continue," "is anticipated," "expect," "project" or similar expressions
are intended to identify forward-looking statements, and are subject to numerous
known and unknown risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of factors,
including those identified on Exhibit 99.1 to this Form 10-K. Pemstar undertakes
no obligation to update or publicly announce revisions to any forward-looking
statements to reflect future events or developments.
PEMSTAR(R) is a registered trademark of Pemstar Inc. Other trademarks
and trade names appearing in this Annual Report on Form 10-K are the property of
their respective holders.
ITEM 1. BUSINESS
Overview
Pemstar Inc., incorporated in Minnesota in 1994, provides a
comprehensive range of engineering, manufacturing and fulfillment services to
our customers on a global basis through nineteen facilities strategically
located in North America, South America, Asia, and Europe. We provide
electronics manufacturing services to original equipment manufacturers in the
communications, computing, data storage, industrial and medical equipment
markets. Our comprehensive service offerings support our customers' needs from
product development and design through manufacturing to worldwide distribution
and aftermarket support.
Services
We offer a comprehensive range of engineering, manufacturing and
fulfillment services that support our customers' products from initial design
through prototyping, design validation, testing, ramp to volume production,
worldwide distribution and aftermarket support. We support all of our service
offerings with a comprehensive supply chain management system, superior quality
management program and sophisticated information technology systems. Our
comprehensive service offerings enable us to provide a complete solution for our
customers' outsourcing requirements.
Engineering Services
New Product Design, Engineering, Prototype & Test. We offer a full
spectrum of new product design, prototype, test and related engineering services
that shorten product development cycles, resulting in faster time to market and
reduced costs for our customers. Our multi-disciplined engineering teams provide
expertise in a number of core competencies critical to serving original
equipment manufacturers in our target markets, including industrial design,
mechanical and electrical hardware, firmware, software and systems integration
and support. We create specifications, design, prototypes, validate and ramp our
customers' products into high volume manufacturing. Our technical expertise
includes electronic circuit design for analog, digital, radio frequency and
microwave printed circuit boards and application specific integrated circuits.
Custom Test and Automation Equipment Design & Build Services. We
provide our customers with a comprehensive range of custom functional test
equipment, process automation and replication services. We have substantial
expertise in tooling, testers, equipment control, systems planning, automation,
floor control, systems integration, replication and programming. Our custom
functional test equipment, process automation and replication services are
available to original equipment manufacturers as part of our full service
product design and manufacturing services package or on a stand-alone basis for
products designed and manufactured elsewhere. We
are also a merchant provider of customer test equipment and automation systems
to original equipment manufacturers. Our ability to provide these services
allows us to capitalize on original equipment manufacturers' increasing needs
for custom manufacturing solutions and provide an additional opportunity to
introduce customers to our comprehensive engineering and manufacturing services.
In fiscal 2002 we expanded our engineering services capabilities
primarily through the acquisition of Pacific Consultants LLC. Revenues from our
engineering services were 16.3%, 7.2% and 5.6% of our total net sales in fiscal
2002, 2001 and 2000, respectively.
Manufacturing Services
Printed Circuit Board Assembly & Test. We offer a wide range of printed
circuit board assembly and test services, including printed circuit board
assembly, assembly of subsystems, circuitry and functionality testing of printed
assemblies, environmental and stress testing and component reliability testing.
Flex Circuit Assembly & Test. We provide original equipment
manufacturers with a wide range of flexible circuit assembly and test services.
We utilize specialized tooling strategies and advanced procedures to minimize
circuit handling and ensure that consistent processing parameters are maintained
throughout the assembly process. All of our manufacturing activities are
monitored to comply with strict environmental controls and to maintain our
product quality standards.
Systems Assembly & Test. We offer a wide range of systems assembly and
test services that enhance product quality and product life cycles. Our
manufacturing capabilities include the design, development and building of test
strategies and equipment for our customers' products which utilize manual,
mechanized or fully automated production lines to improve product quality,
reduce costs and improve delivery time to customers. We also have expertise in
advanced precision and electromechanical technologies and optical manufacturing
services. In order to meet our customers' demand for systems assembly and test
services, we offer subassembly build, final assembly, functionality testing,
configuration and software installation and final packaging services.
Precision Electromechanical Assembly & Test. We offer a full spectrum
of precision electromechanical assembly and test services that can be utilized
in a variety of advanced applications. We design, develop and build product
specific manufacturing processes utilizing manual, mechanized or fully automated
lines to meet our customers' product volume and quality requirements. All of our
assembly and test processes are developed according to customer specifications
and replicated within our facilities.
Revenues from manufacturing services were 83.7%, 92.8% and 93.4% of our
total net sales in fiscal 2002, 2001 and 2000, respectively.
Fulfillment Services
Product Configuration and Distribution. We provide our customers with
product configuration and global distribution services that complement our
engineering and manufacturing services and enable our customers to be responsive
to changing market demands and reduce time to market. We have developed a
Web-based collaboration interface that enables real-time communication with our
customers. We utilize sophisticated software that allows us to customize product
runs to configure the products made to the specifications in our customers'
orders. Our global distribution capabilities allow us to distribute products to
customers, distributors and end-users around the world. We provide inventory
programs that allow our customers to manage the shipment and delivery of
products. As part of these inventory programs, a customer may request that its
inventory be stored at a site closer to the customer prior to distribution,
which streamlines the distribution process and decreases delivery times.
Aftermarket Services. All of our products carry a 90-day warranty. In
addition, we provide our customers with a range of aftermarket services,
including repair, replacement, refurbishment, remanufacturing, exchange, systems
upgrade and spare part manufacturing for storage subsystems. These services are
tracked and supported by specific information technology systems that can be
tailored to meet our customers' individual requirements.
Our fulfillment services are not billed separately, but are provided as
part of our manufacturing services.
2
Value-Added Support Systems
We support our engineering, manufacturing, distribution and aftermarket
support services with an efficient supply chain management system and a superior
quality management program. All of our value-added support services are
implemented and managed through sophisticated information technology systems,
which enable us to collaborate with our customers throughout all stages of the
engineering, manufacturing and order fulfillment processes.
Supply Chain Management
Our supply chain management system reduces our customers' total costs
by assisting them in the selection of components during the product design stage
to enhance advantageous sourcing and pricing from preferred suppliers and
distributors. We employ a supplier certification process to ensure that
suppliers of key components have predictable and stable manufacturing processes
capable of supplying components that meet or exceed our quality requirements. We
have strong relationships with a broad range of materials and component
suppliers and distributors based on our commitment to use them on a preferred
basis. In addition, our product design and volume procurement capabilities
enhance our ability to secure supplies of materials and components at
advantageous pricing.
We utilize a full complement of electronic data interchange
transactions, or EDI, with our suppliers to coordinate forecasts, orders,
reschedules, inventory and component lead times. We also have developed a
Web-based collaboration interface that utilizes products from AGILE Software
Corporation and i2 Technologies to collaborate with our supply chain partners in
real-time on product content and engineering change management. We are in the
process of sequentially implementing our Web-based interfaces and real-time
supply chain management software products across all of our facilities to
enhance our ability to rapidly scale operations to meet customer needs, shift
capacity in response to product demand fluctuations, reduce materials costs and
effectively distribute products to our customers or their end-customers.
Quality Management
We believe quality management is paramount to providing quality
engineering and manufacturing services to our customers. We employ several
quality management systems, which ensure the highest quality services and
customer satisfaction. All of our assembly and test activities are supported by
advanced statistical engineering and metrics control techniques, including yield
management and failure analysis, which improve product and service quality.
Statistical information is regularly reviewed by each facility's management team
to ensure that we are achieving our quality goals and customer satisfaction. Our
customers can access our quality data information through our Web-based program
management system and monitor our commitment to quality assurance.
Our facilities in Rochester, Minnesota; San Jose, California; and
Almelo, the Netherlands are ISO 9001 certified, and our manufacturing facilities
in Mexico and Thailand are ISO 9002 certified. ISO 9001 is a certification
process comprised of 20 quality system requirements to ensure quality in the
areas of design, development, production, installation and servicing of
products. ISO 9002 is a certification process similar to the ISO 9001
requirements. ISO 9001 applies to engineering services, while ISO 9002 applies
to manufacturing services. In addition, all of our facilities engaged in medical
product design and manufacture are FDA/QSR compliant, and our Rochester,
Minnesota facilities are QS 9000 certified. QS 9000 is a certification process
from the nation's major automakers that focuses on continuous improvement,
defect reduction, variation reduction and elimination of waste. We are currently
pursuing ISO 14000 environment compliance certification, which applies to
environmental aspects of product management systems and life cycle impacts, in
2002. In 2003, we will pursue ISO 14000 certification for all of our facilities.
In addition, we have completed TL 9000 certification in our Rochester facility.
Other facilities that service the telecommunications, optical and wireless
industries may also be certified to the TL 9000, dependent on our customer
requirements. We are also implementing a Six Sigma quality enhancement program.
Our first Black Belt classes are completed. We presently have 14 Black Belts
focused on Quality Improvements. This year we will hold additional black belt
classes adding another 28 Black Belts to our employee group.
3
Information Systems
Information systems are a critical element for achieving our business
objectives. We believe that our significant investment in sophisticated
information systems will deliver competitive advantages for our customers by
improving product quality and operational flexibility. Our enterprise resource
planning systems, or ERP systems, provide product and production information to
our supply chain management and engineering change management systems. These ERP
systems also provide us with real-time financial and materials management data.
Our information systems also control serialization and quality data for all of
our facilities around the world utilizing state-of-the-art statistical process
control techniques for continuous process improvements.
Manufacturing Technologies
We offer original equipment manufacturers expertise in a wide variety
of traditional and advanced manufacturing technologies. Our technical expertise
supports standard printed circuit board assembly as well as increasingly complex
products that require advanced engineering skills and equipment. We intend to
continue to maintain our technical expertise in traditional methods and
processes and to continue developing and maintaining our expertise in advanced
and emerging technologies and processes.
We provide original equipment manufacturers with expertise in
manufacturing technologies used in the production of optical and wireless
components and systems, including:
o Adhesives. Precision application of bonding agents to
components.
o Conformal Coating. This technology involves applying a film
coating to printed circuit board assemblies and other
assemblies to protect them from environmental damage.
o Laser Welding. Utilizing lasers, we can conduct high-precision
welding of materials.
o Hybrid Optical/Electrical Printed Circuit Board Assembly and
Test. We have technology that enables us to assemble circuit
board assemblies containing both light or laser components and
electrical components.
o Sub-micron Alignment of Optical Sub-Assemblies. We have
technology that enables us to align components within
increments of less than one millionth of a meter.
Our manufacturing technology expertise also includes the following
areas applicable to both printed circuit board assembly and application specific
flexible circuits:
o Surface Mount Technology. Utilizing this technology, component
leads are attached to a circuit board by soldering to a
circuit board without any holes or leads protruding through
the board. This technology is used for higher density products
because both sides of the board can be used and can be
automated for high volume production.
o Fine Pitch. Fine pitch technology also involves the attachment
of a component onto a circuit board by soldering. Pitch refers
to the spacing of component leads and patterns. With fine
pitch and ultra fine pitch technology, the distance between
the individual component leads is much smaller, making this
technology useful for products requiring smaller packaging and
higher board densities.
o Ball Grid Array. A ball grid array is a method of mounting an
integrated circuit or other component onto a printed circuit
board. Rather than using traditional leads, the component is
attached directly to the bottom of the package with small
balls of solder. When assembled onto a circuit board, these
solder balls form an inter-connect with conducive pads on the
surface of the board. This method allows for greater component
density and is used in printed circuit boards with higher
layer counts.
4
o Flip Chip. A flip chip is a structure that houses circuits,
which are interconnected without leads. This technology
involves mounting an electronic device face down directly to a
circuit board utilizing solder balls attached to the device.
The electrical interconnections are then surrounded with an
adhesive-type underfill for protection. Flip chips are
utilized to minimize printed circuit board surface area when
compact packaging and higher product performance is required.
o Chip On Board/Wirebonding. This technology involves the
attachment of an electronic device face-up directly to a
circuit board and then making individual electronic
connections by bonding conducive wires to the board and the
device. The completed assembly is then encapsulated in a
polymer. This technology eliminates the need for packaging the
circuit, and allows for additional miniaturization of
products.
o In-Circuit Test. This technology involves the verification of
specific portions of a circuit board for basic electronic
properties associated with manufacturing defects.
o Board Level Functional Test. This technology simulates the
ultimate end- use functionality of a completed circuit board
assembly.
o Stress Testing. This technology verifies the functionality of
a completed printed circuit board assembly while intentionally
introducing adverse environmental conditions such as
temperature extremes, humidity and vibration to screen out
potential problems or failures otherwise not detectable until
the product is in use.
Customers
Our customers include established original equipment manufacturers,
including such industry leaders as Efficient Networks, Fluke Corporation,
Honeywell, IBM, Motorola, RSA and Seagate. We also have relationships with a
number of emerging optical and wireless systems original equipment
manufacturers, including ONI Systems, Qlogic, Repeater Technologies, Terayon and
Western Multiplex. Our customers include established and emerging original
equipment manufacturers in the communications, computing, data storage,
industrial and medical equipment industries. The following table shows the
percentage of our net sales in each of the markets we serve for the fiscal years
ended March 31, 2002, 2001 and 2000.
Fiscal Year Ended March 31,
---------------------------
Markets 2002 2001 2000
------- ---- ---- ----
Communications (1) .................... 45% 53% 40%
Computing ............................. 27 25 26
Data Storage .......................... 11 10 20
Industrial Equipment .................. 14 11 13
Medical Equipment ..................... 3 1 1
--- --- ---
Total ................................. 100% 100% 100%
=== === ===
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(1) Includes optical systems, which represented 13.5%, 10.3% and 5.4% of our
net sales in fiscal 2002, 2001 and 2000, respectively.
The following table indicates, for fiscal 2002, our ten largest
customers in terms of net sales, in alphabetical order, and the primary products
for which we provided our services.
OEM Customers End Products
------------- ------------
Efficient Networks ... Broadband access devices
Fluke Corporation .... Industrial instrumentation
Honeywell ............ Industrial instrumentation
IBM .................. Computing, network and storage equipment
Motorola ............. Wireless communications devices
Optical Networks ..... Communications equipment
Qlogic ............... Communications and switching equipment
Seagate .............. Storage equipment
U.S. Army ............ Wearable communications and navigation equipment
Western Multiplex .... Wireless network products
In fiscal 2002, IBM represented approximately 25% of our net sales and
Motorola represented approximately 14% of our net sales.
5
Sales and Marketing
We market our engineering, manufacturing and fulfillment services
through a sales force of twelve full-time senior sales professionals located in
North America, South America, Europe and Asia. Our North American sales force is
assisted by four manufacturers representative organizations. Our direct sales
efforts in North America are organized into four regions, Eastern, Central,
Rocky Mountain and Western. Sales in each region are managed by an experienced
director of sales with the assistance of a director of technical sales who
coordinates engineering sales across all four regions. Our direct sales
personnel have knowledge of local markets, which we believe is critical to
identifying new customers and developing new business opportunities.
Substantially all of our net sales in fiscal 2002 were generated through our
internal sales force. Our executive management team is integral to our sales
efforts, with each member being assigned to an American, European or Asian
region in which the executive interfaces with customers to ensure customer
satisfaction and generate additional business opportunities.
Our sales and marketing professionals target original equipment
manufacturers that require a comprehensive outsourcing solution in the
communications, computing, data storage, industrial and medical equipment
industries and whose outsourcing requirements will utilize our global facilities
and capabilities. Our marketing strategy focuses on developing close working
relationships with our customers early in the design phase and throughout the
lifecycle of a product. To facilitate these relationships, a customer support
team is assigned to each customer to service all of the customer's needs
throughout the outsourcing process. Each customer support team consists of a
dedicated program manager, project buyer, production control planner,
manufacturing engineer and quality engineer. The program manager serves as the
customer's single point of contact for all of the customer's requirements on a
worldwide basis and, with the support of the team, has responsibility for
managing all aspects of the customer's project.
Intellectual Property
We have developed proprietary processes and program management
methodologies that enable us to shorten time to market and to deliver high
quality products in a cost-effective manner. Our intellectual property portfolio
of patents, patent applications, trade secrets and other proprietary information
consists primarily of unique processes that enable us to develop and manufacture
custom test equipment solutions for our customers. We currently have six patents
and sixteen patent applications filed for technology and methodologies relating
to process automation, test equipment, product quality and reliability,
manufacturing processes, failure analysis, process control techniques and test
equipment. These proprietary processes are grouped into building blocks that can
be applied in a variety of applications.
Our multi-disciplined engineering teams continually seek to develop new
testing and manufacturing equipment and processes to meet our customers'
changing needs and provide custom solutions at an affordable cost. Our engineers
often incorporate custom built equipment into our own proprietary manufacturing
systems to maximize the equipment's functionality and optimize
manufacturability. Because these systems are based on our proprietary
technology, they can be quickly replicated in our facilities and provided to our
customers in a cost-efficient manner.
To protect our proprietary rights, we rely largely upon a combination
of patents, trade secret laws, non-disclosure agreements with our customers and
our internal confidentiality procedures and employee confidentiality agreements.
Although we take steps to protect our proprietary information and trade secrets,
misappropriation may still occur. We believe that our proprietary design and
manufacturing processes do not infringe on the proprietary rights of others.
We license some technology from third parties that we use in providing
engineering and manufacturing services to our customers. We believe that these
licenses are generally available on commercial terms from a number of licensors.
Generally, the agreements governing this technology grant us non-exclusive,
worldwide licenses with respect to the subject technology and could terminate
upon a material breach by us.
6
Research and Development
The market for our services is characterized by rapidly changing
technology and continuing process development. Original equipment manufacturers
are demanding smaller, faster and higher performance products. These demands
require increasingly complex engineering and manufacturing capabilities. We are
committed to developing new design and manufacturing technologies and enhancing
our existing technologies. Since our formation in 1994, we have made substantial
investments in technology and equipment to meet our customers' needs and
maintain our competitive advantage. Our expenditures for research and
development in fiscal 2002, 2001 and 2000 were $1,015,000, $489,000 and
$410,000, respectively.
Our close relationships with customers in the early stages of product
design allows us to develop new products that utilize innovative technology in a
variety of engineering disciplines. These close relationships assist us in
identifying emerging products and related technologies in target markets, which
allows us to develop and expand our existing technology, or to develop or obtain
new technology that will enable us to remain competitive in the electronics
manufacturing services industry. As a result of our commitment to maintaining
advanced technological capabilities, we have developed substantial expertise in
communications, particularly in the areas of optical and wireless technologies,
which we believe gives us a competitive advantage over many other electronics
manufacturing services providers.
Employees
As of March 31, 2002, we had 3,761 full-time employees. In addition to
our full-time employees, we regularly hire part-time and temporary (contract)
employees. Given the variable nature of our project flow and the quick response
time required by our customers, it is critical that we be able to quickly
ramp-up and ramp-down our production capacities to maximize efficiency. To
achieve this, our strategy has been to employ a skilled temporary labor force,
as required. Except for our 265 employees located in Almelo, the Netherlands,
none of our employees are unionized. We believe our employee relations are good,
and we have not experienced any work stoppages at any of our facilities.
International Operations
A key element in our business strategy is to expand our global presence
to provide engineering, manufacturing and fulfillment services in locations that
meet our customers' regional requirements. Consistent with this strategy, we
have established international design and manufacturing facilities in China,
Japan, Mexico, the Netherlands, Singapore, Thailand, Brazil and Ireland. We will
continue to seek strategic opportunities to acquire facilities throughout the
world, especially in low-cost regions, either through divestitures by original
equipment manufacturers or the acquisition of, or strategic partnering with,
engineering and manufacturing service companies.
In May 1999, we acquired a facility located in Almelo, the Netherlands
from Fluke Corporation. The acquisition of our Netherlands facility increased
our engineering design capabilities, particularly in the areas of electrical and
industrial design. This facility also gives us the ability to rapidly distribute
products for our European and North American customers.
Our Mexican facility, located in Guadalajara, Mexico and our Chinese
facility located in Tianjin, China, represent new operations established in
September 1997 and June 1998, respectively. Establishment of these facilities
has enabled us to provide low-cost manufacturing and order fulfillment services
for our customers on a global basis. Our facility in Guadalajara is located in
Mexico's emerging communications and computing markets, and our expansion into
this region has provided us with the opportunity to attract new customers in
those industries. In 2000, we expanded our Mexican facility from 60,000
to130,000 square feet to accommodate growth in this region. Similarly, our
expansion into China has enabled us to reduce our customers' manufacturing costs
while giving us access to new customers in the communications, computing and
data storage industries.
Our Bangkok, Thailand facilities were initially a strategic partnership
with Italade Technology Holdings, Ltd. These facilities are now owned by a
wholly-owned subsidiary of Pemstar. We have completed building a new high-volume
manufacturing facility outside of Bangkok in a tax-free industrial zone to
expand our manufacturing capabilities and provide cost effective solutions for
our customers. Our Thailand operations are strategically situated in the rapidly
expanding Asian communications, computing and data storage markets, giving us
access to new customers in those industries.
7
In October 1998, we formed a joint venture located in Singapore called
Pemstar-Honguan Pte. Ltd. with Honguan Technologies. Honguan Technologies is a
Singapore company that is engaged in fabrication of metal tools and components.
In 2001, we acquired 100% ownership interest in Pemstar-Honguan Pte. Ltd and
subsequently re-named this company Pemstar Singapore Pte. Ltd. Our facility in
Singapore has significantly enhanced our service capabilities in the data
storage industry by adding specialized disk drive design and manufacturing
capabilities. This facility also provides critical sales support for customers
in the United States, Southeast Asia, the Philippines, Japan and Korea.
In 2001, we established new facilities in Hortolandia, Brazil, in
response to the needs of an existing customer. This facility has enabled us to
reduce the time and cost to bring our customer's products to market in Brazil,
while providing us with the opportunity to attract new customers in that region.
In 2001, we also established an engineering facility in Yokohama,
Japan. This facility supports the engineering and design services needs of our
customers in the wireless systems markets and also supports the outsourcing of
capital equipment at our Singapore facilities. In 2001, we also established a
facility in Navan, Ireland, which is in the process of starting operations.
Competition
The electronics manufacturing services industry is highly competitive
and we compete against numerous domestic and foreign engineering and
manufacturing service companies. We believe that the principal competitive
factors in our industry are:
o Service offerings;
o Technological capabilities;
o Scale of operations and financial strength;
o Geographic location and coverage;
o Pricing;
o Product quality;
o Meeting product delivery schedules; and
o Flexible and timely response to design and schedule changes.
We believe that large, publicly-traded original equipment manufacturers
prefer to enter into outsourcing relationships with other public electronics
manufacturing services providers that present them with the opportunity to build
a long-term relationship because of their greater access to capital and
resulting financial stability. Many of our competitors are substantially larger
and have greater financial, operating, manufacturing and marketing resources
than we do. Some of our competitors have broader geographic breadth and range of
services than we do. In addition, some of our competitors may have stronger
relationships with our existing customers than we do. We believe that we are
well positioned to compete against these larger competitors due to our worldwide
engineering, product quality, flexibility and timeliness in responding to design
and schedule changes, reliability in meeting product delivery schedules,
pricing, the provision of value-added services and geographic location.
We also face competition from the manufacturing operations of our
current and potential customers, who continually evaluate the relative benefits
of internal manufacturing compared to outsourcing. As more original equipment
manufacturers dispose of their manufacturing assets and increase their use of
outsourcing, we face increasing competitive pressure to grow our business in
order to maintain our competitive position.
8
Governmental Regulation
Our operations are subject to federal, state and local regulatory
requirements relating to environmental, waste management and health and safety
measures relating to the use, release, storage, treatment, transportation,
discharge, disposal and clean-up of hazardous substances and wastes, as well as
practices and procedures applicable to the construction and operation of our
plants. In addition, we are required to register with the United States Food and
Drug Administration as a medical device manufacturer. The FDA and various state
agencies inspect our facilities from time to time to determine whether we are in
compliance with the FDA's Quality Systems Regulation relating to medical device
manufacturing companies, including regulations concerning manufacturing,
testing, quality control and product labeling practices. The current costs of
compliance are not material to us, and we are not presently aware of any facts
or circumstances that would cause us to incur significant costs or liabilities
in the future related to environmental, health and safety law compliance.
ITEM 2. PROPERTIES
Our executive offices are located in Rochester, Minnesota, where we also
have engineering and manufacturing facilities. We also have other U.S.
facilities located in San Jose, California, Taunton, Massachusetts, Dunseith,
North Dakota and Austin, Texas, as well as facilities in China, Japan, Mexico,
the Netherlands, Singapore, Thailand, Brazil and Ireland. Information about
these facilities is set forth below:
Approximate
Location Square Feet Owned/Leased Principal Services
- -------- ----------- ------------ ------------------
Rochester, Minnesota (3 facilities) .......... 260,000 Owned Headquarters, engineering
69,000 Leased and manufacturing
San Jose, California (2 facilities) .......... 141,000 Leased Engineering and
38,000 Leased manufacturing
Mountain View, California (2 facilities) ..... 38,000 Leased Engineering
7,000 Leased
Bangkok, Thailand (2 facilities) ............. 200,000 Owned Manufacturing
30,000 Leased
Almelo, the Netherlands ...................... 123,000 Leased Engineering and
manufacturing
Guadalajara, Mexico .......................... 135,000 Leased Manufacturing
Tianjin, China (2 facilities) ................ 72,000 Leased Manufacturing
46,000 Leased
Taunton, Massachusetts ....................... 85,000 Leased Engineering and
manufacturing
Dunseith, North Dakota ....................... 45,000 Owned Manufacturing
52,000 Leased
Chaska, Minnesota ............................ 57,000 Leased Manufacturing
Hortolandia, Brazil .......................... 15,000 Leased Manufacturing
Navan, Ireland ............................... 27,000 Leased Manufacturing
Singapore .................................... 17,000 Leased Engineering and
manufacturing
9
Austin, Texas ................................ 4,000 Leased Manufacturing
Colorado Springs, Colorado ................... 3,000 Leased Engineering
Yokohama, Japan .............................. 1,000 Leased Engineering
We believe our facilities are well maintained and suitable for their respective
operations. We anticipate that as our business grows, we will need to acquire,
lease or build additional facilities. We may encounter unforeseen difficulties,
costs or delays in expanding our facilities.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
Robert D. Ahmann, 46, has served as our Executive Vice
President--Manufacturing Systems and a director since August 1999. Mr. Ahmann
has worked for us in various capacities since 1994. From 1977 to 1994 Mr. Ahmann
was employed by IBM, where he held several engineering and management positions,
including most recently as manager of test and process engineering for storage
products. Mr. Ahmann holds a B.S.E.E. from North Dakota State University and a
M.S.E.E. from the University of Minnesota.
Allen J. Berning, 47, has served as our Chief Executive Officer,
director and Chairman of our Board since the founding of Pemstar in 1994. Prior
to founding Pemstar, Mr. Berning was employed by IBM for fifteen years, where he
held several engineering and management positions in process engineering,
manufacturing, cost engineering and resource planning, including most recently
as Operations Manager for IBM's Rochester Storage Systems facility. Mr. Berning
received a B.S.I.E. and an M.B.A. from St. Cloud State University. He is
currently serving as board member and past chair of the Greater Rochester Area
University Center. In 1999, Mr. Berning received the national Ernst & Young
Entrepreneur of the Year Award.
Linda U. Feuss, 45, is an Executive Vice President and has served as
our Vice President - General Counsel and Corporate Secretary since joining
PEMSTAR in 2001. Prior to joining PEMSTAR, Ms. Feuss was with The Pillsbury
Company, where she served as Vice President and General Counsel with
responsibility for the Bakeries and Foodservice business, as well as the
Information Technology and Operations functions. From 1983 to 1998, Ms. Feuss
was with Siemens Corporation, most recently as Associate General Counsel,
leading the regional legal department in Atlanta, and serving as general counsel
and secretary for Siemens Energy & Automation, Inc. Ms. Feuss holds a J.D. from
Emory University School of Law and a B.A. from Colgate University.
William J. Kullback, 42, is an Executive Vice President and has served
as our Chief Financial Officer since joining Pemstar in 2000. Prior to joining
Pemstar, Mr. Kullback served for five years as Chief Financial Officer of
Crenlo, Inc., a manufacturer of fabricated metal products. Prior to joining
Crenlo, Mr. Kullback worked in various positions with the Stant Corporation, a
manufacturer of automotive parts and tools, including Corporate Controller and
Vice President of Finance of Stant's Plews Tool subsidiary. From 1987 to 1990,
Mr. Kullback served as a consultant in the audit and manufacturing consulting
practices of Price Waterhouse. Mr. Kullback received a B.A. in Economics and
English and an M.B.A. in Accounting from the State University of New York at
Buffalo.
Steve V. Petracca, 46, has served as our Executive Vice
President--Business Development and as a director since joining Pemstar in 1999.
From 1998 to 1999, Mr. Petracca served as the Executive Vice President and
General Manager of Quadrus Manufacturing, a division of Bell Microproducts. From
1988 to 1997, Mr. Petracca served as the Chief Executive Officer and President
of Reply Corporation, a venture backed computer start-up company that he
founded, and after acquisition of Reply Corporation by Radius Inc. in 1997, as
its Senior Vice
10
President of engineering and operations until 1998. Prior to founding Reply
Corporation, Mr. Petracca worked in various positions with IBM. Mr. Petracca
holds a B.A. from the University of Colorado and an M.B.A. from Nova University.
Karl D. Shurson, 62, has served as our Executive Vice
President--Operations and Quality since 1998 and as a director since 1994. Mr.
Shurson has also served as our Corporate Manager of Human Resources since 1994
and as the site executive for our Bangkok, Thailand operations since 1998. From
1962 to 1994, Mr. Shurson was employed by IBM, where he held several technical
and management positions, including most recently as production facility manager
for storage products at IBM's Rochester, Minnesota facility.
Hargopal (Paul) Singh, 52, has served in various Executive Vice
President roles and is currently our Executive Vice President--International
Operations. He was a director from 1998 to 2002. Mr. Singh has been employed by
us since 1995 and also serves as President of our Chinese and Mexican
subsidiaries. From 1994 to 1995, Mr. Singh was employed by Microsoft as a
Director of Business Planning, Tools and Technology in Microsoft's product
support services division. From 1979 to 1994, Mr. Singh was employed by IBM in
various technical and management positions, including plant manager for printed
circuit board assembly and test. Mr. Singh holds a B.E. in Mechanical
Engineering from Osmania University in India and an M.S. in Engineering
Management from Oklahoma State University.
PART II.
ITEM 5. MARKET FOR PEMSTAR'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Market Information
Our common stock has been quoted on the Nasdaq National Market under
the symbol "PMTR" since our initial public offering of common stock in August
2000. The following table sets forth, for the periods indicated, the high and
low sales prices per share of our common stock, as reported on the Nasdaq
National Market.
High Low
---- ---
Fiscal 2001:
Second Quarter (beginning August 8, 2000) ... $25.88 $11.22
Third Quarter ............................... $20.00 $ 5.50
Fourth Quarter .............................. $15.25 $ 6.25
Fiscal 2002:
First Quarter ............................... $15.00 $ 6.38
Second Quarter .............................. $18.55 $ 9.06
Third Quarter ............................... $16.48 $ 9.94
Fourth Quarter .............................. $13.98 $ 8.36
Fiscal 2003:
First Quarter (through June 25, 2002) ....... $ 9.68 $ 1.31
Holders
As of June 25, 2002, our common stock was held by approximately 1,007
shareholders of record and was selling at $1.33 per share.
Dividends
We have never declared or paid any dividends on our capital stock and
do not anticipate paying any cash dividends in the foreseeable future. We
currently intend to retain future earnings to fund the development and growth of
our business.
11
Equity Compensation Plan Information
The information required by this item regarding securities authorized
for issuance under equity compensation plans is incorporated by reference from
the information under the caption "Equity Compensation Plan Information"
contained on pages 11 and 12 of the Proxy Statement.
Recent Sales of Unregistered Securities
On May 3, 2002, we entered into a Securities Purchase Agreement with
Smithfield Fiduciary LLC and Citadel Equity Fund Ltd. (together, the
"Purchasers"). Pursuant to the Securities Purchase Agreement, we agreed to issue
and sell to the Purchasers, in a private placement, up to $50 million principal
amount of 6 1/2% convertible senior subordinated notes due May 1, 2007 (the
"Notes") together with related seven-year warrants (the "Warrants") to purchase
shares of our common stock. The Warrants will be exercisable for a number of
shares of common stock equal to (a) 30% of the aggregate principal amount of the
related Notes divided by (b) the greater of Market Price (as calculated below)
or the applicable pricing condition floor, if any, with an exercise price equal
to the conversion price of the related Notes. In addition, we entered into a
letter agreement on May 8, 2002 with the Purchasers pursuant to which we agreed
to issue to the Purchasers seven-year warrants to purchase an aggregate of
1,000,000 shares of our common stock, with an exercise price of $2.00.
Summary of the Transaction
The sale of $5 million principal amount of Notes (the "Series A-1
Notes") and related Warrants exercisable for approximately 788,312 shares of
common stock occurred on May 10, 2002. The applicable conversion price for the
Series A-1 Notes and the exercise price for their related Warrants is $2.28. In
addition, on May 10, 2002 we issued the seven-year warrants issuable pursuant to
the May 8, 2002 letter agreement. Under the terms of the Securities Purchase
Agreement, the Purchasers may purchase the remaining $5 million of the first
series of Notes (the "Series A-2 Notes") with a conversion price of $6.50 at
their option.
We will issue and sell to the Purchasers up to an additional $30
million principal amount of Notes and related Warrants in installments of up to
$10 million principal amount of Notes, provided that the obligation of the
Purchasers to purchase each installment of Notes is subject to a minimum Market
Price (as calculated by determining the arithmetic average of the daily volume
weighted average prices of the common stock during a ten trading day period (an
"Averaging Period") ending three trading days prior to such issuance, excluding
transfers of 20,000 shares or more pursuant to individual transactions) of the
common stock of $5.84 or $6.25, depending upon the installment of Notes. We are
not obligated to issue the Notes and related Warrants in these installments to
the extent such issuance would violate the Issuance Limitations without prior
shareholder approval.
In the event that the minimum Market Price for any installment of Notes
is not met, the Purchasers may elect to purchase all or part of the applicable
installment with a conversion price equal to the minimum conversion price. To
the extent that the entire principal amount of any installment of Notes is not
purchased, such remaining principal amount may be purchased at the conclusion of
the next Averaging Period (as defined above). No subsequent installment of Notes
together with the related Warrants will be issued and sold until the entire
principal amount of the prior installment of Notes together with the related
warrants has been issued and sold. No Series A-2 Notes or subsequent
installments of Notes (other than the additional Notes described below) will be
sold after December 10, 2002.
During a five trading day period commencing upon the earlier to occur
of the sale of an aggregate of $40 million in principal amount of Notes or
December 11, 2002 and ending upon the later of December 18, 2002 and the date
which is five (5) trading days after delivery of notice to the Purchasers
regarding the remaining principal amount of Notes that may be purchased, the
Purchasers have the option to purchase up to $10 million principal amount of
Notes with a fixed conversion price of $9.00 and related Warrants with an
exercise price of $9.00. We may not issue the Notes and related Warrants to the
extent such issuance would violate the Issuance Limitations without prior
shareholder approval.
12
Use of Proceeds
A placement fee of 6.125% of the consideration received for the
transaction plus expenses will be paid to the Company's placement agent, Lehman
Brothers Inc. We intend to use the proceeds from the sale of the Notes for
general corporate purposes, including growth initiatives, capital expenditures
and potential acquisitions. As of June 10, 2002, we have used the $5,000,000 for
working capital.
Conversion Price and Exercise Price
The conversion price for the Series A-1 Notes and the exercise price
for the related Warrants is $2.28, and the conversion price for the Series A-2
Notes, if any, and the exercise price for the related Warrants is $6.50. With
respect to the additional $30 million principal amount of Notes and related
Warrants that we may sell and issue in installments of up to $10 million
principal amount of Notes, the conversion price for such installments and the
exercise price for the related Warrants is 120% of the applicable Market Price
for each installment of Notes. The Market Price for each such installment is the
arithmetic average of the daily volume weighted average prices of the common
stock during an Averaging Period ending three trading days prior to such
issuance. Transfers of 20,000 shares or more pursuant to individual transactions
will not be included in determining the volume weighted average price. The
Averaging Period for each installment commences on the fourth trading day
following the tenth trading day of each prior Averaging Period. The final
installment of up to $10 million principal amount of Notes will have a fixed
conversion price of $9.00 with related Warrants having an exercise price of
$9.00 if the Purchasers elect to purchase this installment of Notes and related
Warrants.
Adjustments to the Notes and Warrants
The Notes and Warrants include provisions for adjustment of the
conversion or exercise price, as the case may be, and the number of shares
issuable upon a conversion or exercise in the event of stock splits, stock
dividends, reverse stock splits, and issuances by us of shares of our capital
stock at prices below the conversion price of the Notes or the exercise price of
the Warrants, as the case may be.
Restrictions on Conversion and Exercise
The Company shall not effect any conversion of the Notes, exercise of
the related Warrants or exercise of the warrants issued pursuant to the May 8
letter agreement, and the holder of such securities shall not have the right to
convert or exercise such securities, to the extent that after giving effect to
the conversion and exercise, a holder of the shares of common stock (together
with the holder's affiliates) would beneficially own in excess of 5.0% of our
common stock outstanding immediately after giving effect to the conversion or
exercise (the "Beneficial Owner Limitation").
Outstanding Amounts
As of June 10, 2002, we have issued an aggregate of $5,000,000 in
Series A-1 Notes, related Warrants exercisable for an aggregate of approximately
788,312 shares of common stock and warrants exercisable for an aggregate of
1,000,000 shares of common stock. Upon conversion of the Series A-1 Notes
currently outstanding, exercise of their related Warrants and exercise of the
warrants issued pursuant to the May 8, 2002 letter agreement and no
anti-dilution adjustments are made, the Company would be obligated to issue
approximately 3,978,067 shares of Common Stock.
Exemption
In executing and delivering the Purchase Agreement, we relied upon the
exemption from securities registration afforded by Rule 506 of Regulation D as
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended. Our reliance on this exemption was based on
representations made by each Purchaser that such Purchaser is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D. In addition,
we relied on the exemption provided under section 4(2) under the Securities Act
of 1933, as amended.
13
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated by reference from
the information under the caption "Summary of Consolidated Financial Data" on
page 13 of our 2002 Annual Report to Shareholders (the "Annual Report")
delivered to our shareholders on July 1, 2002 and is attached hereto as Exhibit
13.1.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this item is incorporated by reference from
the information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations on pages 14 through 20 of the
Annual Report and is attached hereto as Exhibit 13.1.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated by reference from
the information under the sub-heading "Quantitative and Qualitative Disclosures
About Market Risk" under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 18 through 19 of the
Annual Report and is attached hereto as Exhibit 13.1.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item concerning financial statements
is incorporated by reference from the information contained on pages 21 through
37 of the Annual Report. The information required by this item concerning
supplementary financial information is incorporated by reference from the
information on page 39 of the Annual Report under the caption "Other
Information" and is attached hereto as Exhibit 13.1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III.
ITEM 10. DIRECTORS AND OFFICERS
The information required by this item regarding directors and Section
16(a) compliance is incorporated by reference from the information under the
caption "Election of Directors" contained on pages 4 through 6 of the Proxy
Statement and the information under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance" on page 14 of the Proxy Statement, respectively.
The information required by the item regarding director compensation is
incorporated by reference from the information under the caption "Compensation
of Directors" on page 6 of the Proxy Statement. Information on executive
officers is incorporated herein by reference to Item 4A to this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from
the information under the caption "Executive Compensation" on pages 6 through 12
of the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item regarding security ownership of
certain beneficial owners and management is incorporated by reference from the
information under the caption "Security Ownership of Certain Beneficial Owners
and Management" on pages 2 and 3 of the Proxy Statement. The information
required by this item regarding securities authorized for issuance under equity
compensation plans is incorporated by reference from the information under the
caption "Equity Compensation Plan Information" contained on pages 11 and 12 of
the Proxy Statement.
14
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference from
the information under the caption "Certain Relationships and Related
Transactions" on page 14 of the Proxy Statement.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following consolidated financial statements of Pemstar Inc. and
subsidiaries and the Independent Auditors' Report thereon, included in
Part II, Item 8, hereof:
Report of Independent Auditors
Consolidated Balance Sheets -- March 31, 2002 and March 31, 2001
Consolidated Statements of Operations -- Years ended March 31,
2002, March 31, 2001 and March 31, 2000
Consolidated Statement of Shareholders' Equity -- Years ended
March 31, 2002, March 31, 2001 and March 31, 2000
Consolidated Statements of Cash Flows -- Years ended March 31,
2002, March 31, 2001 and March 31, 2000
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
The consolidated financial statement schedule of Pemstar Inc.
and subsidiaries and the Independent Auditors' Report thereon,
required to be filed as part of this Form 10-K are listed
below and are included at the end of this Report.
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts - Years ended
March 31, 2002, March 31, 2001 and March 31, 2000
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore, have
been omitted.
(a)(3) Exhibits
3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-3 (File
No. 333-75284)).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on Form S-1
(File No. 333-37162)).
4.1 Form of Promissory Note (incorporated by reference to Exhibit 10.5 to
the Company's Registration Statement on Form S-1 (File No. 333-37162)).
4.2 Form of Promissory Note (incorporated by reference to Exhibit 10.6 to
the Company's Registration Statement on Form S-1 (File No. 333-37162)).
15
4.3 Promissory Note dated October 4, 2000 between the Company and General
Electric Capital Corporation (incorporated by reference to Exhibit
10(i) to the Company's Quarterly Report on Form 10-Q for the period
ending September 30, 2000 (File No. 000-31223)).
4.4 Promissory Note date December 20, 2000 between the Company and Allen J.
Berning (incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1 (File No. 333-37162)).
4.5 Form of Certificate of Common Stock of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-1 (File No. 333-37162)).
4.6 Rights Agreement, dated as of August 11, 2000, between the Company and
Wells Fargo Bank, N.A., as Rights Agent (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-3 (File
No. 333- 75284)).
4.7 Rights Agreement Amendment by and between the Company and Wells Fargo
Bank Minnesota, N.A. dated May 3, 2002 (incorporated by reference to
Exhibit 4.5 to the Company's Current Report on Form 8-K filed on May 6,
2002).
4.8 Form of Indenture relating to Senior Debt Securities (incorporated by
reference to Exhibit 4.7 to the Company's Registration Statement on
Form S-3 (File No. 333-75284)).
4.9 Form of Indenture relating to Subordinated Debt Securities
(incorporated by reference to Exhibit 4.8 to the Company's Registration
Statement on Form S-3 (File No. 333-75284)).
4.10 Form of Initial Notes (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed on May 6, 2002).
4.11 Form of Subsequent Notes (incorporated by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K filed on May 6, 2002).
4.12 Form of Additional Notes (incorporated by reference to Exhibit 4.3 to
the Company's Current Report on Form 8-K filed on May 6, 2002).
4.13 Form of Warrants (incorporated by reference to Exhibit 4.4 to the
Company's Current Report on Form 8-K filed on May 6, 2002).
4.14 Warrant dated May 10, 2002 to Smithfield Fiduciary LLC (incorporated by
reference to Exhibit 10.3 to the Company's Current Report on Form 8-K
filed on May 13, 2002).
4.15 Warrant dated May 10, 2002 to Citadel Equity Fund Ltd. (incorporated by
reference to Exhibit 10.4 to the Company's Current Report on Form 8-K
filed on May 13, 2002).
4.16 The Company agrees to furnish supplementally to the Securities and
Exchange Commission upon request a copy of any instrument defining the
rights of holders of long-term debt not being filed as an exhibit in
reliance on Item 601(b)(4)(iii)(A) of Regulation S-K.
10.1 Amended and Restated Loan and Security Agreement, dated as of June 28,
2001, by and between the Company and U.S. Bank National Association
(incorporated by reference to Exhibit 10.(ii) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File
No. 000-31223)).
10.2 First Amendment between the Company and U.S. Bank National Association
dated December 20, 2001, to the Loan and Security Agreement with U.S.
Bank National Association dated June 28, 2001 (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.3 Second Amendment between the Company and U.S. Bank National Association
dated March 25, 2002, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20,
2001 (incorporated by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K filed on May 6, 2002).
10.4 Third Amendment between the Company and U.S. Bank National Association
dated May 3, 2002, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20,
2001 and March 25, 2002 (incorporated by reference to Exhibit 10.3 to
the Company's Current Report on Form 8-K filed on May 6, 2002).
10.5 Waiver from U.S. Bank National Association dated February 13, 2002
(incorporated by reference to Exhibit 10.4 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
10.6 Amended and Restated Revolving Credit Agreement, dated as of June 29,
2001, by and among IBM Credit Corporation, the Company and Turtle
Mountain Corporation (incorporated by reference to Exhibit 10.(i) to
16
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2001 (File No. 000-31223)).
10.7 Acknowledgment, Waiver and Amendment between the Company, Turtle
Mountain Corporation, Pemstar Pacific Consultants Inc. and IBM Credit
Corporation dated February 14, 2002, to the Amended and Restated
Revolving Credit Agreement dated June 29, 2001 (incorporated by
reference to Exhibit 10.5 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.8 Acknowledgment, Waiver #2 and Amendment between the Company, Turtle
Mountain Corporation, Pemstar Pacific Consultants Inc. and IBM Credit
Corporation dated March 29, 2002, to the Amended and Restated Revolving
Credit Agreement dated June 29, 2001, as amended on February 14, 2002
(incorporated by reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
10.9 Amendment No. 3 to Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated May 3, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002 and March 29, 2002 (incorporated by
reference to Exhibit 10.7 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.10 Consent Letters from IBM Credit Corporation dated April 12, 2002, April
19, 2002, April 30, 2002 and May 3, 2002 (two letters) (incorporated by
reference to Exhibit 10.8 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.11 Amendment No. 4 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated May 10, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002 and May 3, 2002
(incorporated by reference to Exhibit 10.6 to the Company's Current
Report on Form 8-K filed on May 13, 2002).
10.12 ING Bank District Oost Nederland Credit Facility, dated May 26, 1999
(incorporated by reference to Exhibit 4.5 to the Company's Registration
Statement on Form S-1 (File No. 333-37162)).
10.13 Banking Facility Agreement between Pemstar (Thailand) Ltd. and HSBC
dated November 10, 2000 (incorporated by reference to Exhibit 10(ii) to
the Company's Quarterly Report on Form 10-Q for the period ending
December 31, 2000 (File No. 000-31223)).
10.14 Purchase Agreement by and among the Company, Smithfield Fiduciary LLC
and Citadel Equity Fund Ltd. dated May 3, 2002 (incorporated by
reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
filed on May 6, 2002).
10.15 Registration Rights Agreement by and among the Company, Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. dated May 3, 2002
(incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K filed on May 6, 2002).
10.16 Registration Rights Agreement by and among the Company, Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. dated May 10, 2002
(incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed on May 13, 2002).
10.17 Letter Agreement by and among the Company, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd. dated May 8, 2002 (incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on
May 13, 2002).
10.18 Letter Agreement by and among the Company, Smithfield Fiduciary LLC and
Citadel Equity Fund Ltd. dated May 10, 2002 (incorporated by reference
to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on
May 13, 2002).
10.19 Supplementary Contract, dated March 24, 2000, between Pemstar (Tianjin)
Enterprise Co. Ltd. and Tianjin Yat-Sen Scientific-Industrial Park
International, Inc. (incorporated by reference to Exhibit 10.17 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.20 Supply Agreement dated April 30, 1999, between the Company, Fluke
Corporation and Fluke Industrial B.V. (incorporated by reference to
Exhibit 10.3 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).
10.21 Form of Change in Control Agreement (incorporated by reference to
Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).*
10.22 First Amended and Restated Investor Rights Agreement, dated as of June
7, 1999 between the Company
17
and certain shareholders (incorporated by reference to Exhibit 10.10 to
the Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.23 First Amended and Restated Shareholders' Agreement dated June 7, 1997,
between the Company and certain shareholders (incorporated by reference
to Exhibit 10.11 to the Company's Registration Statement on Form S-1
(File No. 333-37162)).
10.24 Pemstar Inc. 1994 Stock Option Plan (incorporated by reference to
Exhibit 10.12 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).*
10.25 Pemstar Inc. 1995 Stock Option Plan (incorporated by reference to
Exhibit 10.13 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).*
10.26 Pemstar Inc. 1997 Stock Option Plan (incorporated by reference to
Exhibit 10.14 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).*
10.27 Pemstar Inc. Amended and Restated 1999 Stock Option Plan (incorporated
by reference to Exhibit 10.15 to the Company's Registration Statement
on Form S-1 (File No. 333-37162)).*
10.28 Pemstar Inc. 2000 Stock Option Plan (incorporated by reference to
Exhibit 10.16 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).*
10.29 Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.24 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).*
10.30 Lease Agreement, dated June 4, 1997, between Italade Technology
(Thailand) Limited and Italade-Pemstar Limited (incorporated by
reference to Exhibit 10.18 to the Company's Registration Statement on
Form S-1 (File No. 333-37162)).
10.31 Lease, dated June 29, 1998, between the Company and Leslie E. Nelson as
Trustee of the Leslie E. Nelson Revocable Trust dated December 20,
1994, as amended (incorporated by reference to Exhibit 10.19 to the
Company's Registration Statement on Form S-1 (File No. 333-37162)).
10.32 Sub-Lease Agreement, dated February 3, 1999, between Hongguan
Technologies (S) Pte. Ltd. and Pemstar-Hongguan Pte. Ltd. (incorporated
by reference to Exhibit 10.20 to the Company's Registration Statement
on Form S-1 (File No. 333-37162)).
10.33 Lease Agreement dated September 30, 1998, between Guadalajara
Industrial Technologico, S.A. de C.V. and Pemstar de Mexico S.A. de
C.V. (incorporated by reference to Exhibit 10.21 to the Company's
Registration Statement on Form S-1 (File No. 333-37162)).
10.34 Sublease for Office Premises, dated May 1, 1999, between Pemstar B.V.
and Fluke Industrial B.V. and Lease Agreement for Office Premises dated
July 11, 1997 between Fortress Beheer I B.V. & Garden End Building B.V.
and Fluke Industrial B.V. (incorporated by reference to Exhibit 10.22
to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
10.35 Sublease Assignment Agreement dated June 8, 1999 between the Company
and Bell Microproducts, Inc. (incorporated by reference to Exhibit
10.23 to the Company's Registration Statement on Form S-1 (File No.
333-37162)).
10.36 Land and Factory Lease Agreement dated April 27, 2000 between the
Company and Thai Factory Development Public Company Limited
(incorporated by reference to Exhibit 10(ii) to the Company's Quarterly
Report on Form 10-Q for the period ending September 30, 2000 (File No.
000-31223)).
10.37 Lease Agreement dated August, 2000 between Pemstar De Mexico, S.A. de
C.V. and Guadalajara Industrial Tecnologico, S.A. de C.V. (incorporated
by reference to Exhibit 10(iv) to the Company's Quarterly Report on
Form 10-Q for the period ending September 30, 2000 (File No.
000-31223)).
10.38 Rental Agreement dated September 28, 2000 between Pemstar B.V. and GE
Capital B.V. (incorporated by reference to Exhibit 10(v) to the
Company's Quarterly Report on Form 10-Q for the period ending September
30, 2000 (File No. 000-31223)).
10.39 Multi-Tenant Industrial Triple Net Lease dated March 12, 2000 between
the Company and Senter Road, LLC (incorporated by reference to Exhibit
10(vi) to the Company's Quarterly Report on Form 10-Q for the period
ending September 30, 2000 (File No. 000-31223)).
10.40 Lease Agreement, dated April 22, 1981, between the City of Dunseith,
North Dakota and Turtle Mountain Corporation (incorporated by reference
to Exhibit 10.37 to the Company's Registration Statement on Form
18
S-1 (File No. 333-60832)).
10.41 Lease Agreement dated April 30, 2001, between the Company and James F.
Matthews and Judith Matthews (incorporated by reference to Exhibit
10.33 to the Company's Registration Statement on Form S-1 (File No.
333-60832)).
10.42 Lease Agreement, dated September 15, 2000, between Pemstar (Tianjin)
Enterprise Co. Ltd. and Tianjin Yat-Sen Scientific Industrial Park
International, Inc.(incorporated by reference to Exhibit 10.35 to the
Company's Registration Statement on Form S-1 (File No. 333-60832)).
10.43 Lease Agreement, dated 5 April 2001, between Derraglen Trading Limited,
Pemstar Ireland Limited and the Company (incorporated by reference to
Exhibit 10(iii) to the Company's Quarterly Report on Form 10-Q for the
period ending June 30, 2001 (File No. 000-31223)).
10.44 Stock Purchase Agreement between the Company and HongGuan Technologies
PTE Ltd. dated November 15, 2000 (incorporated by reference to Exhibit
10(i) to the Company's Quarterly Report on Form 10-Q for the period
ending December 31, 2000 (File No. 000-31223)).
10.45 Asset Purchase Agreement dated as of May 7, 2001, between the Company,
U.S. Assemblies New England, Inc., MATCO Electronics Group, Inc. and
James F. Matthews (incorporated by reference to Exhibit 10.34 to the
Company's Registration Statement on Form S-1 (File No. 333-60832)).
10.46 Agreement and Plan of Merger among the Company, Pebble Acquisition
Corporation and Pacific Consultants LLC, dated August 10, 2001
(incorporated by reference to Exhibit 10(i) to the Company's Quarterly
Report on Form 10-Q for the period ending September 30, 2001 (File No.
000-31223)).
10.47 Stock Purchase Agreement dated as of June 20, 2000, between the Company
and John Miller, Robert Wilmot, Robert Wilmot Family Charitable
Remainder Trust, Chris Wilmot, Matthew Wilmot, Jessica Wilmot, Damian
Wilmot, Patricia Miller, Brett McAtee, Michael Miller, Willard Patty,
Keith Knudson, Kim Johnson, Greg Berginski and Michael Kelly
(incorporated by reference to Exhibit 10.25 to the Company's
Registration Statement on Form S-1 (File No. 333-37162)).
10.48 Asset Purchase Agreement dated as of April 30, 1999, by and between the
Company and Bell Microproducts, Inc. (incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).
10.49 Series A Stock Purchase Agreement, dated as of February 12, 1998,
between the Company and the parties names therein (amended),
(incorporated by reference to Exhibit 10.7 to the Company's
Registration statement on Form S-1 (File No. 333-37162)).
10.50 First Amendment to Series A Stock Purchase Agreement, dated as of March
27, 1998, between the Company and the parties named therein
(incorporated by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-1 (File No. 333-37162)).
10.51 Series B Stock Purchase Agreement, dated as of June 7, 1999, between
the Company and the parties named therein (incorporated by reference to
Exhibit 10.9 to the Company's Registration Statement on Form S-1 (File
No. 333-37162)).
10.52 Loan Agreement, dated June 27, 2002, by and between the Pemstar
(Thailand) Limited and Thai Farmers Bank pcl and related Guarantee
Agreement by Pemstar Inc., dated June 25, 2002.
10.53 Amendment No. 5 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated June 27, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002 and May 10,
2002.
10.54 Amendment No. 6 to the Amended and Restated Revolving Credit Agreement
between the Company, Turtle Mountain Corporation, Pemstar Pacific
Consultants Inc. and IBM Credit Corporation dated June 28, 2002, to the
Amended and Restated Revolving Credit Agreement dated June 29, 2001, as
amended on February 14, 2002, March 29, 2002, May 3, 2002, May 10, 2002
and June 27, 2002.
10.55 Fourth Amendment between the Company and U.S. Bank National Association
dated June 27, 2002, to the Loan and Security Agreement with U.S. Bank
National Association dated June 28, 2001, as amended on December 20,
2001, March 25, 2002 and May 3, 2002.
12.1 Computation of Ratio of Earnings to Fixed Charges.
13.1 Portions of the 2002 Annual Report to Shareholders incorporated by
reference herein.
19
21.1 Subsidiaries of the Company.
23.1 Consent of Ernst & Young LLP.
99.1 Risk Factors Relating to Pemstar's Business.
- ------------------------
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit to Form 10-K pursuant to Item 14(c) of this Report.
(b) Reports on Form 8-K
No Current Reports on Form 8-K were filed during the quarter ended
March 31, 2002. On May 6, 2002, we filed a Current Report on Form 8-K in
connection with amendments made to our credit agreements with U.S. Bank National
Association and IBM Credit Corporation. We filed a second Current Report on Form
8-K on May 6, 2002, in connection with the convertible note transaction with
Smithfield Fiduciary LLC and Citadel Equity Fund Ltd. On May 13, 2002, we filed
a Current Report on Form 8-K disclosing the closing on the initial sale of
convertible notes and related warrants, a letter agreement dated May 8, 2002, a
letter agreement dated May 10, 2002, and an amendment to the credit agreement
with IBM Credit Corporation.
(c) Exhibits
See Exhibit Index and Exhibits attached to this Report.
(d) Financial Statement Schedules
See Financial Statement Schedule included at the end of this Report.
20
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Rochester, State of Minnesota.
PEMSTAR INC.
Date: June 27, 2002 By: /s/ Allen J. Berning
-------------------- --------------------------------------
Allen J. Berning
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Allen Berning Chairman, Chief Executive June 27, 2002
- ------------------------------ Officer and Director
Allen J. Berning (principal executive officer)
/s/ William J. Kullback Chief Financial Officer June 27, 2002
- ------------------------------ (principal financial officer
William J. Kullback and principal accounting officer)
/s/ Robert D. Ahmann Director June 27, 2002
- ------------------------------
Robert D. Ahmann
/s/ Thomas A. Burton Director June 27, 2002
- ------------------------------
Thomas A. Burton
Director _______, 2002
- ------------------------------
Kenneth E. Hendrickson
/s/ Bruce M. Jaffe Director June 27, 2002
- ------------------------------
Bruce M. Jaffe
/s/ Gregory S. Lea Director June 27, 2002
- ------------------------------
Gregory S. Lea
/s/ Michael Odrich Director June 27, 2002
- ------------------------------
Michael Odrich
/s/ Steve V. Petracca Director June 27, 2002
- ------------------------------
Steve V. Petracca
/s/ Karl D. Shurson Director June 27, 2002
- ------------------------------
Karl D. Shurson
21
REPORT OF INDEPENDENT AUDITORS
See report of Ernst & Young LLP in Exhibit 23.1 included herein.
22
Schedule II--Valuation and Qualifying Accounts
Pemstar Inc.
Col. A. Col. B Col. C Col. D Col. E
------- ------ ------ ------ ------
(Amounts in thousands) Additions
--------------------------
Charged to
Balance at Charged to Other Balance at
Beginning Costs and Accounts-- Deductions End of
Description of Period Expenses Described Described Period
- ----------- --------- -------- --------- --------- ------
YEAR ENDED MARCH 31, 2002
Reserve and allowances deducted from
accounts
Allowance for uncollectible accounts $ 1,234 $ 8,228 $ - $ 738 (1) $8,724
Allowance for inventory obsolescence 2,154 5,440 - 918 (2) 6,676
Allowance for deferred tax assets - 26,962 - - 26,962
YEAR ENDED MARCH 31, 2001
Reserve and allowances deducted from
accounts
Allowance for uncollectible accounts 553 696 - 15(1) 1,234
Allowance for inventory obsolescence 573 1,747 - 166 (2) 2,154
YEAR ENDED MARCH 31, 2000
Reserve and allowances deducted from
accounts
Allowance for uncollectible accounts 53 545 - 45(1) 553
Allowance for inventory obsolescence - 573 - - 573
- -----------------
(1) Write-off of accounts receivable determined to be uncollectible.
(2) Disposal of obsolete inventories.
23
EXHIBIT INDEX
Exhibit No.
-----------
10.52 Loan Agreement, dated June 27, 2002, by and between the
Pemstar (Thailand) Limited and Thai Farmers Bank pcl and
related Guarantee Agreement by Pemstar Inc., dated June 25,
2002.
10.53 Amendment No. 5 to the Amended and Restated Revolving Credit
Agreement between the Company, Turtle Mountain Corporation,
Pemstar Pacific Consultants Inc. and IBM Credit Corporation
dated June 27, 2002, to the Amended and Restated Revolving
Credit Agreement dated June 29, 2001, as amended on February
14, 2002, March 29, 2002, May 3, 2002 and May 10, 2002.
10.54 Amendment No. 6 to the Amended and Restated Revolving Credit
Agreement between the Company, Turtle Mountain Corporation,
Pemstar Pacific Consultants Inc. and IBM Credit Corporation
dated June 28, 2002, to the Amended and Restated Revolving
Credit Agreement dated June 29, 2001, as amended on February
14, 2002, March 29, 2002, May 3, 2002, May 10, 2002 and June
27, 2002.
10.55 Fourth Amendment between the Company and U.S. Bank National
Association dated June 27, 2002, to the Loan and Security
Agreement with U.S. Bank National Association dated June 28,
2001, as amended on December 20, 2001, March 25, 2002 and May
3, 2002.
12.1 Computation of Ratio of Earnings to Fixed Charges
13.1 Portions of the 2002 Annual Report to Shareholders
incorporated by reference herein
21.1 Subsidiaries of PEMSTAR Inc.
23.1 Consent of Independent Auditors
99.1 Risk Factors Relating to PEMSTAR's Business
24