1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the Quarter ended December 31, 2000
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 000-14824
PLEXUS CORP.
(Exact name of registrant as specified in charter)
Wisconsin 39-1344447
(State of Incorporation) (IRS Employer Identification No.)
55 Jewelers Park Drive
Neenah, Wisconsin 54957-0156
(Address of principal executive offices)(Zip Code)
Telephone Number (920) 722-3451
(Registrant's telephone number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
As of February 7, 2001 there were 41,205,887 of Common Stock of the
Company outstanding.
2
PLEXUS CORP.
TABLE OF CONTENTS
December 31, 2000
PART I. FINANCIAL INFORMATION....................................................................................3
Item 1. Consolidated Financial Statements...............................................................3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS.................................................3
CONDENSED CONSOLIDATED BALANCE SHEETS...........................................................4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS.................................................5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS............................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........9
SAFE HARBOR.....................................................................................9
OVERVIEW...................................................................................... 10
MERGERS AND ACQUISITIONS.......................................................................10
RESULTS OF OPERATIONS..........................................................................11
LIQUIDITY AND CAPITAL RESOURCES................................................................12
NEW ACCOUNTING PRONOUNCEMENTS..................................................................13
RISK FACTORS...................................................................................13
Item 3. Quantitative and Qualitative Disclosures about Market Risk.....................................20
PART II - OTHER INFORMATION......................................................................................20
Item 6. Exhibits and Reports on Form 8-K...............................................................20
SIGNATURE........................................................................................................21
2
3
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
PLEXUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Unaudited
Three Months Ended
December 31,
-----------------------------------------
2000 1999
---- ----
Net sales $ 272,097 $ 147,094
Cost of sales 233,507 126,545
--------- ---------
Gross profit 38,590 20,549
Operating expenses:
Selling and administrative expenses 13,005 7,129
Amortization of goodwill 888 33
Merger costs 1,014 --
--------- ---------
14,907 7,162
--------- ---------
Operating income 23,683 13,387
Other income (expense):
Interest expense (1,827) (2)
Miscellaneous 799 372
--------- ---------
Income before income taxes 22,655 13,757
Income taxes 9,442 5,503
--------- ---------
Net income $ 13,213 $ 8,254
========= =========
Earnings per share:
Basic $ 0.33 $ 0.23
========= =========
Diluted $ 0.31 $ 0.22
========= =========
Weighted average shares outstanding:
Basic 40,290 35,182
Diluted 42,902 37,478
See notes to condensed consolidated financial statements
3
4
PLEXUS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
Unaudited
December 31, September 30,
2000 2000
------------ -------------
ASSETS
Current assets:
Cash and cash equivalents $ 76,951 $ 5,293
Short-term investments 475 --
Accounts receivable, net of allowance of $2,548
and $1,522, respectively 110,468 140,048
Inventories 221,417 215,998
Deferred income taxes 9,554 9,109
Prepaid expenses and other 6,620 4,451
--------- ---------
Total current assets 425,485 374,899
Property, plant and equipment, net 108,506 89,500
Goodwill, net 50,363 48,882
Other 3,325 2,327
--------- ---------
Total assets $ 587,679 $ 515,608
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 8,091 $ 8,365
Accounts payable 95,046 106,257
Customer deposits 10,119 10,126
Accrued liabilities:
Salaries and wages 16,708 19,039
Other 17,093 17,516
--------- ---------
Total current liabilities 147,057 161,303
Long-term debt, net of current portion 45,146 141,409
Deferred income taxes 1,363 1,056
Other liabilities 2,551 2,478
Shareholders' equity:
Preferred stock, $.01 par value, 5,000 shares authorized,
none issued or outstanding -- --
Common stock, $.01 par value, 60,000 shares authorized,
41,067 and 37,054 issued and outstanding, respectively 411 371
Additional paid-in capital 242,175 72,699
Retained earnings 148,954 136,577
Accumulated other comprehensive income (loss) 22 (285)
--------- ---------
391,562 209,362
--------- ---------
Total liabilities and shareholders' equity $ 587,679 $ 515,608
========= =========
See notes to condensed consolidated financial statements
4
5
PLEXUS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Unaudited
Three Months Ended
December 31,
-------------------------------------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 13,213 $ 8,254
Adjustments to reconcile net income to net cash
flows from operating activities:
Depreciation and amortization 6,744 3,109
Income tax benefit from stock option award plans 2,755 623
Deferred income taxes (138) (256)
Changes in assets and liabilities:
Accounts receivable 3,458 (4,116)
Inventories (5,276) (3,310)
Prepaid expenses and other (2,030) 77
Accounts payable (12,293) (6,307)
Customer deposits (12) (1,239)
Accrued liabilities (3,030) 2,383
Other (2,249) 98
--------- ---------
Cash flows provided by (used in) operating activities 1,142 (684)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments (475) (18,441)
Sales and maturities of short-term investments -- 33,138
Payments for property, plant and equipment (23,614) (5,205)
Other -- 6
--------- ---------
Cash flows provided by (used in) investing activities (24,089) 9,498
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt 139,488 --
Payments on debt (239,328) (2)
Proceeds from exercise of stock options 583 960
Asset securitization facility 30,000 --
Proceeds from issuance of common stock 163,700 --
--------- ---------
Cash flows provided by financing activities 94,443 958
--------- ---------
Effect of foreign currency translation on cash 162 --
--------- ---------
Net increase in cash and cash equivalents 71,658 9,772
Cash and cash equivalents:
Beginning of period 5,293 15,906
--------- ---------
End of period $ 76,951 $ 25,678
========= =========
See notes to condensed consolidated financial statements
5
6
PLEXUS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000
NOTE 1 - BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have
been prepared by Plexus Corp. ("Plexus" or the "Company") without audit and
pursuant to the rules and regulations of the United States Securities and
Exchange Commission. In the opinion of the Company, the financial statements
reflect all adjustments, which consist only of normal recurring adjustments,
necessary to present fairly the financial position of the Company as of December
31, 2000 and the results of operations for the three months ended December 31,
2000 and 1999 and the cash flows for the same three-month periods.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the SEC rules and
regulations dealing with interim financial statements. However, the Company
believes that the disclosures made in the condensed consolidated financial
statements included herein are adequate to make the information presented not
misleading. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's 2000 Annual Report on Form 10-K.
The condensed consolidated balance sheet data as of September 30, 2000
was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
NOTE 2 - INVENTORIES
The major classes of inventories are as follows (in thousands):
December 31, September 30,
2000 2000
-------------- ------------
Assembly parts $159,450 $139,674
Work-in-process 55,726 69,829
Finished goods 6,241 6,495
-------- --------
$221,417 $215,998
======== ========
NOTE 3 - ASSET SECURITIZATION FACILITY
On October 6, 2000, the Company entered into an agreement to sell up
to $50 million of trade accounts receivable without recourse ("asset
securitization facility") to Plexus ABS Inc. ("ABS"), a wholly owned, limited
purpose subsidiary of the Company. ABS is a separate corporate entity that sells
participation interests in a pool of the Company's accounts receivable to
financial institutions. The financial institutions then receive an ownership and
security interest in the pool of receivables. Accounts receivable sold to
financial institutions, if any, are reflected as a reduction to accounts
receivable in the consolidated balance sheets. The Company has no risk of credit
loss on such receivables as they are sold without recourse. The Company retains
collection and administrative responsibilities on the participation interest
sold as services for ABS and the financial institutions. The agreement expires
in October 2003. As of December 31, 2000, the Company had utilized $30 million
of the asset securitization facility. The Company incurred financing costs of
$0.6 million under the asset securitization facility for the three months ended
December 31, 2000.
6
7
NOTE 4 - EARNINGS PER SHARE
The following is a reconciliation of the amounts utilized in the
computation of basic and diluted earnings per share (in thousands except per
share amounts):
Three Months Ended
December 31,
-------------------------------------------
2000 1999
---- ----
BASIC EARNINGS PER SHARE:
Net income $13,213 $ 8,254
======= =======
Basic weighted average shares outstanding 40,290 35,182
======= =======
BASIC EARNINGS PER SHARE $ 0.33 $ 0.23
======= =======
DILUTED EARNINGS PER SHARE:
Net income $13,213 $ 8,254
======= =======
Weighted average shares outstanding 40,290 35,182
Dilutive effect of stock options 2,612 2,296
------- -------
Diluted weighted average shares outstanding 42,902 37,478
======= =======
DILUTED EARNINGS PER SHARE $ 0.31 $ 0.22
======= =======
NOTE 5 - MERGER
On December 21, 2000, the Company acquired e2E Corporation ("e2E")
through the issuance of 462,625 shares of its common stock. The transaction is
being accounted for as a pooling of interests. Costs associated with this merger
in the amount of $1.0 million have been expensed as required. Pro forma
statements of operations reflecting this transaction are not shown and prior
results are not restated, as they would not differ materially from reported
results.
7
8
NOTE 6 - BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates in one business segment. The Company provides
product realization services to electronic OEMs. The Company has two reportable
geographic regions: North America and Europe. The Company has 23 manufacturing
and engineering facilities in North America and Europe to serve these OEMs. The
Company uses an internal management reporting system, which provides important
financial data, to evaluate performance and allocate the Company's resources on
a geographic basis. Interregion transactions are generally recorded at amounts
that approximate arm's length transactions. Certain corporate expenses are
allocated to these regions and are included for performance evaluation. The
accounting policies for the regions are the same as for the Company taken as a
whole. Geographic net sales information reflects the origin of the product
shipped. Assets information is based on the physical location of the asset.
Three months ended
December 31,
----------------------------------
Net sales: 2000 1999
---- ----
(in thousands)
North America $250,494 $147,094
Europe 21,603 -
-------- --------
$272,097 $147,094
======== ========
Net income:
North America $ 13,077 $ 8,254
Europe (348) -
Interregion adjustments 484 -
-------- --------
$ 13,213 $ 8,254
======== ========
December 31, September 30,
2000 2000
---- ----
(in thousands)
Total assets:
North America $523,074 $462,355
Europe 64,605 53,253
-------- --------
$587,679 $515,608
======== ========
NOTE 7 - SHAREHOLDERS' EQUITY
On October 18, 2000 the Company issued 3.0 million shares of common
stock for $50.00 per share. The Company received net proceeds of approximately
$142.9 million subsequent to discounts and commissions to the underwriters of
approximately $7.1 million. Additional expenses were approximately $0.6 million.
On November 7, 2000, the underwriters exercised their over-allotment option for
an additional 450,000 shares resulting in additional net proceeds of
approximately $21.4 million.
On August 1, 2000, the Company declared a two-for-one stock split
payable in the form of a stock dividend of one share of common stock for every
share of common stock outstanding. The new common stock was issued on August 31,
2000, to holders of record as of August 22, 2000. Share and per share amounts,
where required, have been restated to reflect this stock split.
NOTE 8 - COMPREHENSIVE INCOME
The Company's accumulated other comprehensive is composed exclusively
of the cumulative effect of the foreign currency translation adjustment. For the
three months ended December 31, 2000 and 1999, the Company recorded foreign
currency translation adjustments of approximately $0.3 million and $0,
respectively.
8
9
NOTE 9 - CONTINGENCY
The Company (along with hundreds of other companies) has been sued by
the Lemelson Medical, Education & Research Foundation Limited Partnership
("Lemelson") related to alleged possible infringement of certain Lemelson
patents. The Company has requested a stay of action pending developments in
other related litigation. The Company believes the vendors from whom the
patent-related equipment was purchased may contractually indemnify the Company.
If a judgment is rendered and/or a license fee required, it is the opinion of
management of the Company that such judgment would not be material to the
consolidated financial position of the Company or the results of its operations.
NOTE 10 - NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities" was issued.
As amended, SFAS No. 133 establishes methods of accounting for derivative
financial instruments and hedging activities related to those instruments as
well as other hedging activities. The Company adopted SFAS No. 133, as amended,
on October 1, 2000. The adoption of this statement did not have a material
impact on our financial position, results of operations or cash flows.
In October 2000, SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities, a replacement of SFAS
No. 125" was issued. This statement revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, and
requires certain disclosures and it continues most of SFAS No. 125's provisions
without reconsideration. SFAS No 140 will be effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001, and is not expected to have a significant material effect on the
Company's financial position, results of operations or cash flows.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." This bulletin summarizes certain views of the SEC staff for
applying generally accepted accounting principles to revenue recognition in
financial statements. SAB No. 101 will be effective for the Company's fourth
quarter of fiscal 2001 and is not expected to have a significant material effect
on the Company's financial statements.
NOTE 11 - RECLASSIFICATIONS
Certain amounts in the prior year's consolidated financial statements
have been reclassified to conform to the fiscal 2001 presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"SAFE HARBOR" CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995:
The statements contained in the Form 10-Q which are not historical facts (such
as statements in the future tense and statements including "believe," "expect,"
"intend," "plan," "look forward to," "anticipate" and similar terms) are
forward-looking statements that involve risks and uncertainties, including, but
not limited to, the level of overall growth in the electronics industry, the
Company's ability to integrate acquired operations, the Company's ability to
secure new customers and maintain its current customer base, the result of cost
reduction efforts, material cost fluctuations and the adequate availability of
components and related parts for production, the risk of customer delays,
changes or cancellations in both ongoing and new programs, the timing and mix of
production, the effect of start-up costs of new programs and facilities,
capacity utilization, the effect of general economic conditions, the impact of
technological changes and increased competition, design and manufacturing
deficiencies and other risks
9
10
detailed herein (particularly under "Risk Factors" below) and in the Company's
other Securities and Exchange Commission filings.
OVERVIEW
Plexus provides product realization services to original equipment
manufacturers, or OEMs, in the networking/datacommunications, medical,
industrial, computer and transportation industries. We provide advanced
electronics design, manufacturing and testing services to our customers and
focus on complex, high-end products. We offer our customers the ability to
outsource all stages of product realization, including: development and design,
materials procurement and management, prototyping and new product introduction,
testing, manufacturing and after-market support. The following information
should be read in conjunction with our consolidated financial statements
included herein and the "Risk Factors" section beginning on page 13.
We provide contract manufacturing services on either a turnkey basis,
where we procure some or all of the materials required for product assembly, or
on a consignment basis, where the customer supplies some, or occasionally all,
materials necessary for product assembly. Turnkey services include materials
procurement and warehousing in addition to manufacturing and involve greater
resource investment and inventory risk management than consignment services.
Turnkey manufacturing currently represents almost all of our net sales. Turnkey
sales typically generate higher sales and higher gross profit dollars with lower
gross margin percentages than consignment sales due to the inclusion of
component costs, and related markup, in our net sales. However, turnkey
manufacturing involves the risk of inventory management, and a change in
component costs can directly impact average selling prices, gross margins and
our net sales. Due to the nature of turnkey manufacturing, our quarterly and
annual results are affected by the level and timing of customer orders,
fluctuations in materials costs and the degree of automation used in the
assembly process.
MERGERS AND ACQUISITIONS
On December 21, 2000, we acquired e2E, a privately held circuit board
design and engineering service provider for electronic OEMs. This transaction
was accounted for as a pooling of interests. However, our prior results were not
restated, as they would not differ materially from reported results. e2E's
results are included for the three months ended December 31, 2000. The addition
of e2E significantly increases the Company's printed circuit board design and
engineering capabilities as well as its geographic reach.
On July 14, 2000, we acquired all of the outstanding capital stock of
Keltek (Holdings) Limited ("Keltek"), headquartered in Kelso, Scotland, with an
additional facility in Maldon, England. We accounted for the acquisition of
Keltek using the purchase method of accounting. The results of Keltek's
operations have been included in our results from the date of acquisition. The
acquisition of Keltek provides us with a presence in Western Europe to serve
both current and new customers.
On May 23, 2000, we completed our acquisition of the turnkey
electronics manufacturing services operations of Elamex, S.A. de C.V. ("Mexico
turnkey operations") located in Juarez, Mexico. We accounted for this
acquisition using the purchase method of accounting, and the Mexico turnkey
operations' results are included in our results from the date of acquisition. We
anticipate that the Mexico turnkey operations will provide our existing and
potential customers with a proven low-cost-labor solution for many of our
product realization services. In addition, the acquisition provides the existing
customers of the Mexico turnkey operations with access to our engineering, test
and technology capabilities.
On April 28, 2000, we acquired Agility Incorporated ("Agility"), a
privately held, Boston-based EMS provider. This transaction was accounted for as
a pooling of interests. However, our prior results were not restated, as they
would not differ materially from reported results. The addition of Agility
establishes a stronger presence with our current East Coast customers and
increases our capacity to assemble complex printed circuit boards with complete
final product and system box build.
10
11
RESULTS OF OPERATIONS
Net sales
Net sales for the three months ended December 31, 2000, increased 85
percent to $272 million from $147 million for the three months ended December
31, 1999. This increase was due primarily to growth in sales to the
networking/datacommunications industry from both existing and new customers, and
through our acquisitions. Our acquisitions, since October 1, 1999, accounted for
slightly more than 40 percent of sales growth for the three months ended
December 31, 2000. The growth in the networking/datacommunications sector was
offset somewhat by a reduction in sales to the transportation industry. We
believe that our overall sales growth reflects the continuing trend toward
outsourcing within the electronics industry offset by recent softness in the
U.S. economy. Plexus has recently begun to see the impact of the overall
slow-down in the economy as a whole, and in particular in the
networking/datacommunications infrastructure spend with some of our customers,
resulting in these customers' forecasts becoming more cautious. However, the
slow-down is currently being mitigated by the ramp up in new programs,
particularly from new customers.
Our largest customers for the three months ended December 31, 2000,
were Lucent Technologies Inc., and Cisco Systems, Inc., which accounted for 14
percent and 13 percent of sales, respectively, compared to the three months
ended December 31, 1999, when Lucent Technologies and General Electric Company
accounted for 25 percent and 12 percent of sales, respectively. Sales to our ten
largest customers accounted for 59 percent of sales for the three months ended
December 31, 2000, compared to 69 percent for the three months ended December
31, 1999. As with sales to most of our customers, sales to our largest customers
may vary from time to time depending on the size and timing of customer program
commencement, termination, delays, modifications and transitions. We remain
dependent on continued sales to Lucent Technologies, Cisco Systems, General
Electric and our other significant customers, and we generally do not obtain
firm, long-term purchase commitments from our customers. Based on recent
customer indications, sales to Cisco Systems are expected to represent up to 15
percent of our total fiscal 2001 sales. In addition, we expect an increasing
percentage of our sales will come from emerging technology companies, including
start-ups, mainly in the networking/datacommunications market sector. Customer
forecasts can and do change as a result of their end-market demand and other
factors. Although any material change in orders from these or other customers
could materially affect our results of operations, we are dedicated to
diversifying our customer base and decreasing our dependence on any particular
customer or customers.
Our sales for the three months ended December 31, 2000 and 1999,
respectively, by industry were as follows: networking/datacommunications 40
percent (33 percent), medical 22 percent (30 percent), industrial 20 percent (21
percent), computer 10 percent (9 percent) and transportation/other 8 percent (7
percent). Based upon current forecasts from our customers, we expect the
percentage of sales to the networking/datacommunications industry to continue to
grow in the current fiscal year.
Gross profit
Gross profit for the three months ended December 31, 2000, increased 88
percent to $38.6 million from $20.5 million for the three months ended December
31, 1999. The gross margin for the three months ended December 31, 2000, was
14.2 percent, compared to 14.0 percent for the three months ended December 31,
1999.
Most of the research and development we conduct is paid for by our
customers and is, therefore, included in the cost of sales. We conduct other
research and development, but that research and development is not specifically
identified and we believe such expenses are less than one percent of our net
sales. Our gross margin reflects a number of factors that can vary from period
to period, including product mix, the level of start-up costs and efficiencies
of new programs, product life cycles, sales volumes, price erosion within the
electronics industry, capacity utilization of surface mount and other equipment,
labor costs and efficiencies, the management of inventories, component pricing
and shortages, average sales prices, the mix of turnkey and consignment
business, fluctuations and timing of customer orders, changing demand for
customers' products and competition within the electronics industry. Overall
gross margins continue to be affected by recent acquisitions. In particular,
gross margins resulting from the Mexico turnkey operations and Keltek are below
our historical gross margins as we work to integrate these acquisitions into our
product realization model and increase their capacity utilization. These and
other factors can cause variations in our operating results. Although our focus
is on maintaining and expanding gross
11
12
margins, there can be no assurance that gross margins will not decrease in
future periods. Gross margins are expected to decrease from fiscal 2000 results
prior to our recent acquisitions due to the impact of those acquisitions.
Operating expenses
Selling and administrative (S&A) expenses for the three months ended
December 31, 2000, increased to $13.0 million from $7.1 million for the three
months ended December 31, 1999, respectively. As a percentage of net sales, S&A
expenses were 4.8 percent for the three months ended December 31, 2000, compared
to 4.8 percent for the three months ended December 31, 1999. The increase in
dollar terms was due primarily to increases in our sales and marketing efforts
and information systems infrastructure to support our growth and global
expansion. We anticipate that future S&A expenses will increase in absolute
dollars, but total operating expenses will remain at approximately five percent
of net sales, as we continue to expand these support areas as well as continue
to integrate our recent acquisitions and expand our engineering and
manufacturing capacity.
Income taxes
Income taxes increased to $9.4 million for the three months ended
December 31, 2000, from $5.5 million for the three months ended December 31,
1999, respectively. Our effective income tax rate has remained at approximately
40 percent excluding non-tax-deductible merger expenses. This rate approximates
the blended federal and state statutory rate. The effective tax rate increased
slightly upon the completion of the Mexico turnkey operations and Keltek
acquisitions arising from the tax treatment of goodwill and slightly impacted
the first quarter of 2001. In fiscal 2001, we expect the annual effective tax
rate to decrease slightly as foreign operations increase as a percentage of the
Company's total operations.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operating activities were $1.1 million for the
three months ended December 31, 2000, compared to cash flows used in operating
activities of $0.7 million for the three months ended December 31, 1999. During
the period, cash provided by operating activities primarily related increased
net income, the effect of non-cash expense items such as depreciation and the
income tax benefit from stock option award plans, and decreased accounts
receivable. This was offset in part by increases in inventory to support
increased sales, and decreases in accounts payable and accrued liabilities.
Cash flows used in investing activities totaled $24.1 million for the
three months ended December 31, 2000. The primary uses were payments for
property, plant and equipment, including plant expansions and additional
manufacturing equipment.
We utilize available cash, debt and operating leases to fund our
operating requirements. We utilize operating leases primarily in situations
where technical obsolescence concerns are determined to outweigh the benefits of
financing the equipment purchase. We currently estimate capital expenditures for
fiscal 2001 will be approximately $75 million to $80 million. This includes
planned expansions at our manufacturing facilities in Kentucky and Illinois and
additional manufacturing equipment. This estimate does not include any
acquisitions which Plexus may undertake.
Cash flows provided by financing activities totaled $94.4 million for
the three months ended December 31, 2000, primarily representing net proceeds
from our asset securitization facility and proceeds from the issuance of common
stock, offset by net payments on debt. The ratio of total debt to equity was 0.5
to 1 as of December 31, 2000 compared to 1.5 to 1 as of September 30, 2000.
On October 25, 2000, Plexus entered into a new unsecured revolving
credit facility (the "Credit Facility") with a group of banks. The Credit
Facility allows us to borrow up to $250 million. Borrowing capacity utilized
under the Credit Facility will be either through revolving or other loans or
through guarantees of commercial paper. Interest on borrowings is computed at
the applicable Eurocurrency rate on the agreed currency, plus any commitment
fees. The Credit Facility matures on October 25, 2003, and requires among other
things maintenance of minimum interest expense coverage and maximum leverage
ratios.
12
13
Pursuant to a public offering of shares of common stock on October 13,
2000, and the underwriters' exercise of a related over-allotment option on
November 7, 2000, Plexus issued 3.45 million shares of common stock for $50 per
share, with an underwriters discount of $2.375 per share. The Company received
net proceeds of approximately $164.3 million, after discounts and commissions to
the underwriters of approximately $8.2 million. Additional expenses were
approximately $0.6 million. The aggregate net proceeds from the offering were
used to pay down in part, existing debt and are being or will be used to
finance capital expenditures, capacity expansion, potential future acquisitions
and for general corporate purposes and working capital.
On October 6, 2000, Plexus entered into an agreement to sell up to $50
million of trade accounts receivable without recourse (the "asset securitization
facility") to Plexus ABS Inc. ("ABS"), a wholly owned, limited purpose
subsidiary of the Company. ABS is a separate corporate entity that sells
participating interests in a pool of the Company's accounts receivable to
financial institutions. The financial institutions then receive an ownership and
security interest in the pool of receivables.
Our credit facilities, leasing capabilities, the asset securitization
facility, the proceeds of our October 2000 offering, cash and short-term
investments and projected cash from operations should be sufficient to meet our
working capital and capital requirements through fiscal 2001 and the foreseeable
future. We have not paid cash dividends in the past, and do not anticipate
paying them in the foreseeable future. We anticipate using earnings to support
our business.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities" was issued.
As amended, SFAS No. 133 establishes methods of accounting for derivative
financial instruments and hedging activities related to those instruments as
well as other hedging activities. The Company adopted SFAS No. 133, as amended,
on October 1, 2000. The adoption of this statement did not have a material
impact on our financial position, results of operations or cash flows.
In October 2000, SFAS No. 140, "Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities, a replacement of SFAS
No. 125" was issued. This statement revises the standards for accounting for
securitizations and other transfers of financial assets and collateral, and
requires certain disclosures and it continues most of SFAS No. 125's provisions
without reconsideration. SFAS No. 140 will be effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001, and is not expected to have a significant material effect on the
Company's financial position, results of operations or cash flows.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." This bulletin summarizes certain views of the SEC staff for
applying generally accepted accounting principles to revenue recognition in
financial statements. SAB No. 101 will be effective for the Company's fourth
quarter of fiscal 2001 and is not expected to have a significant material effect
on the Company's financial statements.
RISK FACTORS
OUR CUSTOMER REQUIREMENTS AND OPERATING RESULTS VARY SIGNIFICANTLY FROM QUARTER
TO QUARTER, WHICH COULD NEGATIVELY IMPACT THE PRICE OF OUR COMMON STOCK.
Our quarterly and annual results may vary significantly depending on
various factors, many of which are beyond our control. These factors include:
- the volume of customer orders relative to our capacity
- the timing of customer orders, particularly in light of the fact that
some of our customers release a significant percentage of their orders
during the last few weeks of a quarter
- the typical short life cycle of our customers' products
13
14
- market acceptance of and demand for our customers' products
- changes in our sales mix to our customers
- the timing of our expenditures in anticipation of future orders
- our effectiveness in managing manufacturing processes
- changes in cost and availability of labor and components
- changes in economic conditions
- local events that may affect our production volume, such as local
holidays.
The EMS industry is impacted by the state of the U.S. and global
economies. Any slow-down in the U.S. or global economies, or in particular in
the industries served by us, may result in our customers reducing their in turn
forecasts. As a result, the demand for our services could decrease, which in
turn would impact our sales.
Due to the nature of turnkey manufacturing services, our quarterly and
annual results are affected by the level and timing of customer orders,
fluctuations in material costs and availability, and the degree of automation
used in the manufacturing process.
OUR CUSTOMERS MAY CANCEL THEIR ORDERS, CHANGE PRODUCTION QUANTITIES OR DELAY
PRODUCTION.
Electronics manufacturing service providers must provide increasingly
rapid product turnaround for their customers. We generally do not obtain firm,
long-term purchase commitments from our customers and we continue to experience
reduced lead-times in customer orders. Customers may cancel their orders, change
production quantities or delay production for a number of reasons. The success
of our customers' products in the market affects our business. Cancellations,
reductions or delays by a significant customer or by a group of customers could
seriously harm our operating results.
In addition, we make significant decisions, including determining the
levels of business that we will seek and accept, production schedules, component
procurement commitments, personnel needs and other resource requirements, based
on our estimates of customer requirements. The short-term nature of our
customers' commitments and the possibility of rapid changes in demand for their
products reduces our ability to estimate accurately the future requirements of
those customers.
On occasion, customers may require rapid increases in production, which
can stress our resources and reduce operating margins. Although we have
increased our manufacturing capacity and plan further increases, we may not have
sufficient capacity at any given time to meet all of our customers' demands. In
addition, because many of our costs and operating expenses are relatively fixed,
a reduction in customer demand can harm our gross margins and operating results.
WE MAY NOT BE ABLE TO OBTAIN RAW MATERIALS OR COMPONENTS FOR OUR ASSEMBLIES ON A
TIMELY BASIS OR AT ALL.
We rely on a limited number of suppliers for many components used in
the assembly process. We do not have any long-term supply agreements. At various
times, there have been shortages of some of the electronic components that we
use, and suppliers of some components have lacked sufficient capacity to meet
the demand for these components. Over the past 18 months, component shortages
have become more prevalent in our industry. In some cases, supply shortages and
delays in deliveries of particular components have resulted in curtailed
production, or delays in production, of assemblies using that component, which
has contributed to an increase in our inventory levels. We expect that shortages
and delays in deliveries of some components may continue. If we are unable to
obtain sufficient components on a timely basis, we may experience manufacturing
and shipping delays, which could harm our relationships with customers and
reduce our sales.
A significant portion of our sales is derived from turnkey
manufacturing in which we provide materials procurement. While most of our
customer contracts permit quarterly or other periodic adjustments to pricing
based on decreases and increases in component prices and other factors, we
typically bear the risk of component price increases that occur between any such
repricings or, if such repricing is not permitted, during the balance of the
term
14
15
of the particular customer contract. Accordingly, component price increases
could adversely affect our operating results.
THE MAJORITY OF OUR SALES COMES FROM A SMALL NUMBER OF CUSTOMERS AND IF WE LOSE
ANY OF THESE CUSTOMERS, OUR SALES AND OPERATING RESULTS COULD DECLINE
SIGNIFICANTLY.
Sales to our ten largest customers have represented a majority of our
sales in recent periods. Our ten largest customers accounted for approximately
59% and 69% of our net sales for the three months ended December 31, 2000 and
1999, respectively, and 63% for fiscal 2000. The identities of our principal
customers have varied from year to year, and our principal customers may not
continue to purchase services from us at current levels, if at all. Significant
reductions in sales to any of these customers, or the loss of major customers,
could seriously harm our business. If we are not able to timely replace expired,
canceled or reduced contracts with new business, our sales will decrease.
WE MAY HAVE INCREASING NEW CUSTOMER RELATIONSHIPS WITH EMERGING COMPANIES, WHICH
MAY PRESENT MORE RISKS THAN WITH ESTABLISHED COMPANIES.
We currently anticipate that an increasing percentage of our sales will
be to emerging companies, including start-ups, particularly in the
networking/datacommunications market. However, similar to our other customer
relationships, there are no volume purchase commitments under these new
programs, and the revenues we actually achieve may not meet our expectations. In
anticipation of future activities under these programs, we incur substantial
expenses as we add personnel and manufacturing capacity and procure materials.
Because emerging companies do not have a history of operations, it will be
harder for us to anticipate needs and requirements than with established
customers. Our operating results will be harmed if sales do not develop to the
extent and within the time frame we anticipate.
Customer relationships with emerging companies also present special
risks. For example, because they do not have an extensive product history, there
is less demonstration of market acceptance of their products. Additionally, the
typical lack of prior earnings, and the frequent dependence on financing, of
these companies increases their credit risks.
WE MAY FAIL TO COMPLETE SUCCESSFULLY FUTURE ACQUISITIONS AND MAY NOT INTEGRATE
SUCCESSFULLY ACQUIRED BUSINESSES, WHICH COULD ADVERSELY AFFECT OUR OPERATING
RESULTS.
We have pursued a strategy that has included growth through
acquisitions. We cannot assure you that we will be able to complete successfully
future acquisitions, due primarily to increased competition for the acquisition
of electronics manufacturing service operations. If we are unable to acquire
additional businesses, our growth could be inhibited. Similarly, we cannot
assure you that we will be able to integrate successfully the operations and
management of our recent acquisitions or future acquisitions. Acquisitions
involve significant risks that could have a material adverse effect on us. These
risks include:
OPERATING RISKS, SUCH AS THE:
- inability to integrate successfully our acquired operations'
businesses and personnel
- inability to realize anticipated synergies, economies of scale or
other value
- difficulties in scaling up production and coordinating management of
operations at new sites
- strain placed on our personnel, systems and resources
- possible modification or termination of an acquired business customer
program, including cancellation of current or anticipated programs
- loss of key employees of acquired businesses.
FINANCIAL RISKS, SUCH AS THE:
- dilutive effect of the issuance of additional equity securities
15
16
- incurrence of additional debt and related interest costs
- inability to achieve expected operating margins to offset the
increased fixed costs associated with acquisitions
- incurrence of large write-offs or write-downs
- amortization of goodwill or other intangible assets
- unforeseen liabilities of the acquired businesses.
EXPANSION OF OUR BUSINESS AND OPERATIONS MAY NEGATIVELY IMPACT OUR BUSINESS.
We may expand our operations by establishing or acquiring new
facilities or by expanding capacity in our current facilities. We may expand
both in geographical areas in which we currently operate and in new geographical
areas within the United States and internationally. We may not be able to find
suitable facilities on a timely basis or on terms satisfactory to us. Expansion
of our business and operations involves numerous business risks, including the:
- inability to integrate successfully additional facilities or capacity
and to realize anticipated synergies, economies of scale or other
value
- additional fixed costs which may not be fully absorbed by the new
business
- difficulties in the timing of expansions, including delays in the
implementation of construction and manufacturing plans
- diversion of management's attention from other business areas during
the planning and implementation of expansions
- strain placed on our operational, financial, management, technical
and information systems and resources
- disruption in manufacturing operations
- incurrence of significant costs and expenses
- inability to locate enough customers or employees to support the
expansion.
OPERATING IN FOREIGN COUNTRIES EXPOSES US TO INCREASED RISKS.
We recently acquired operations in Mexico and the United Kingdom as a
result of purchasing the Mexico turnkey operations and the stock of Keltek. We
may in the future expand into other international regions. We have limited
experience in managing geographically dispersed operations and in operating in
Mexico and the United Kingdom. We also purchase a significant number of
components manufactured in foreign countries. Because of these international
aspects of our operations, we are subject to the following risks that could
materially impact our operating results:
- economic or political instability
- transportation delays or interruptions and other effects of less
developed infrastructure in many countries
- foreign exchange rate fluctuations
- utilization of different systems and equipment
- difficulties in staffing and managing foreign personnel and diverse
cultures.
In addition, changes in policies by the U.S. or foreign governments
could negatively affect our operating results due to changes in duties, tariffs,
taxes or limitations on currency or fund transfers. Also, our Mexico based
operation utilizes the Maquiladora program, which provides reduced tariffs and
eases import regulations, and we could be adversely affected by changes in that
program.
WE MAY NOT BE ABLE TO MAINTAIN OUR ENGINEERING, TECHNOLOGICAL AND MANUFACTURING
PROCESS EXPERTISE.
The markets for our manufacturing and engineering services are
characterized by rapidly changing technology and evolving process development.
The continued success of our business will depend upon our ability to:
- hire, retain and expand our qualified engineering and technical
personnel
16
17
- maintain and enhance our technological capabilities
- develop and market manufacturing services which meet changing customer
needs
- successfully anticipate or respond to technological changes in
manufacturing processes on a cost-effective and timely basis.
Although we believe that our operations utilize the assembly and
testing technologies, equipment and processes that are currently required by our
customers, we cannot be certain that we will develop the capabilities required
by our customers in the future. The emergence of new technology industry
standards or customer requirements may render our equipment, inventory or
processes obsolete or noncompetitive. In addition, we may have to acquire new
assembly and testing technologies and equipment to remain competitive. The
acquisition and implementation of new technologies and equipment may require
significant expense or capital investment which could reduce our operating
margins and our operating results. Our failure to anticipate and adapt to our
customers' changing technological needs and requirements could have an adverse
effect on our business.
FAILURE TO MANAGE OUR GROWTH MAY SERIOUSLY HARM OUR BUSINESS.
We have experienced rapid growth, both internally and through
acquisitions. This growth has placed, and will continue to place, significant
strain on our operations. To manage our growth effectively, we must continue to
improve and expand our financial, operational and management information
systems; continue to develop the management skills of our managers and
supervisors; and continue to train, manage and motivate our employees. If we are
unable to manage our growth effectively, our operating results could be harmed.
Plexus has recently entered into a licensing arrangement for new ERP
software and related information systems. Conversions to new software and
systems are complicated processes, and can cause management and operational
disruptions which may affect Plexus. Information flow and production could also
be affected if the new software and systems do not perform as Plexus expects.
OUR TURNKEY MANUFACTURING SERVICES INVOLVE INVENTORY RISK.
Some of our contract manufacturing services are provided on a turnkey
basis, where we purchase some or all of the materials required for designing,
product assembling and manufacturing. These services involve greater resource
investment and inventory risk management than consignment services, where the
customer provides these materials. Accordingly, various component price
increases and inventory obsolescence could adversely affect our selling price,
gross margins and operating results.
START-UP COSTS AND INEFFICIENCIES RELATED TO NEW PROGRAMS CAN ADVERSELY AFFECT
OUR OPERATING RESULTS.
Start-up costs, the management of labor and equipment resources in
connection with the establishment of new programs and new customer
relationships, and the need to estimate required resources in advance can
adversely affect our gross margins and operating results. These factors are
particularly evident in the early stages of the life cycle of new products and
new programs. These factors also affect our ability to efficiently use labor and
equipment. In addition, if any of these new programs or new customer
relationships were terminated, our operating results could be harmed,
particularly in the short term.
WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATIONS.
We are also subject to environmental regulations relating to the use,
storage, discharge, recycling and disposal of hazardous chemicals used in our
manufacturing process. If we fail to comply with present and future regulations,
we could be subject to future liabilities or the suspension of business. These
regulations could restrict our ability to expand our facilities or require us to
acquire costly equipment or incur significant expense. While we are not
currently aware of any material violations, we may have to spend funds to comply
with present and future regulations or be required to perform site remediation.
17
18
In addition, our medical device business, which represented
approximately 22% of our sales for the three months ended December 31, 2000, and
27% for fiscal 2000, is subject to substantial government regulation, primarily
from the FDA and similar regulatory bodies in other countries. We must comply
with statutes and regulations covering the design, development, testing,
manufacturing and labeling of medical devices and the reporting of certain
information regarding their safety. Noncompliance with these rules can result
in, among other things, us and our customers being subject to fines,
injunctions, civil penalties, criminal prosecution, recall or seizure of
devices, total or partial suspension of production, failure of the government to
grant pre-market clearance or record approvals for projections or the withdrawal
of marketing approvals. The FDA also has the authority to require repair or
replacement of equipment, or refund of the cost of a device manufactured or
distributed by our customers. In addition, the failure or noncompliance could
have an adverse effect on our reputation.
OUR PRODUCTS ARE FOR THE ELECTRONICS INDUSTRY, WHICH PRODUCES TECHNOLOGICALLY
ADVANCED PRODUCTS WITH SHORT LIFE CYCLES.
Factors affecting the electronics industry, in particular the short
life cycle of products, could seriously harm our customers and, as a result, us.
These factors include:
- the inability of our customers to adapt to rapidly changing technology
and evolving industry standards, which result in short product life
cycles
- the inability of our customers to develop and market their products,
some of which are new and untested
- the potential that our customers' products may become obsolete or the
failure of our customers' products to gain widespread commercial
acceptance.
INCREASED COMPETITION MAY RESULT IN DECREASED DEMAND OR PRICES FOR OUR SERVICES.
The electronics manufacturing services industry is highly competitive.
We compete against numerous U.S. and foreign electronics manufacturing services
providers with global operations, as well as those who operate on a local or
regional basis. In addition, current and prospective customers continually
evaluate the merits of manufacturing products internally. Consolidation in the
electronics manufacturing services industry results in a continually changing
competitive landscape. The consolidation trend in the industry also results in
larger and more geographically diverse competitors who have significant combined
resources with which to compete against us.
Some of our competitors have substantially greater managerial,
manufacturing, engineering, technical, financial, systems, sales and marketing
resources than we do. These competitors may:
- respond more quickly to new or emerging technologies
- have greater name recognition, critical mass and geographic and market
presence
- be better able to take advantage of acquisition opportunities
- adapt more quickly to changes in customer requirements
- devote greater resources to the development, promotion and sale of
their services
- be better positioned to compete on price for their services.
We may be operating at a cost disadvantage compared to manufacturers
who have greater direct buying power from component suppliers, distributors and
raw material suppliers or who have lower cost structures. As a result,
competitors may procure a competitive advantage and obtain business from our
customers. Our manufacturing processes are generally not subject to significant
proprietary protection, and companies with greater resources or a greater market
presence may enter our market or increase their competition with us. Increased
competition could result in price reductions, reduced sales and margins or loss
of market share.
WE MAY FAIL TO SECURE NECESSARY ADDITIONAL FINANCING.
We have made and intend to continue to make substantial capital
expenditures to expand our operations, acquire businesses and remain competitive
in the rapidly changing electronics manufacturing services industry. Our
18
19
future success may depend on our ability to obtain additional financing and
capital to support our continued growth and operations, including our working
capital needs. We may seek to raise capital by:
- issuing additional common stock or other equity securities
- issuing debt securities
- increasing available borrowings under our existing credit facility or
obtaining new credit facilities
- obtaining off-balance-sheet financing.
We may not be able to obtain additional capital when we want or need
it, and capital may not be available on satisfactory terms. If we issue
additional equity securities or convertible debt to raise capital, it may be
dilutive to your ownership interest. Furthermore, any additional financing and
capital may have terms and conditions that adversely affect our business, such
as restrictive financial or operating covenants.
WE DEPEND ON CERTAIN KEY PERSONNEL, AND THE LOSS OF KEY PERSONNEL MAY HARM OUR
BUSINESS.
Our future success depends in large part on the continued service of
our key technical and management personnel and on our ability to continue to
attract and retain qualified employees, particularly those highly skilled
design, process and test engineers involved in the manufacture of existing
products and the development of new products and processes. The competition for
these individuals is intense, and the loss of key employees, generally none of
whom is subject to an employment agreement for a specified term or a
post-employment non-competition agreement, could harm our business. We believe
that we have a relatively small management group whose resources could be
strained as a result of expansion of our business.
PRODUCTS WE MANUFACTURE MAY CONTAIN DESIGN OR MANUFACTURING DEFECTS WHICH COULD
RESULT IN REDUCED DEMAND FOR OUR SERVICES AND LIABILITY CLAIMS AGAINST US.
We manufacture products to our customers' specifications which are
highly complex and may at times contain design or manufacturing errors or
failures. Defects have been discovered in products we manufactured in the past
and, despite our quality control and quality assurance efforts, defects may
occur in the future. Defects in the products we manufacture, whether caused by a
design, manufacturing or component failure or error, may result in delayed
shipments to customers or reduced or cancelled customer orders. If these defects
occur in large quantities or too frequently, our business reputation may also be
impaired. In addition, these defects may result in liability claims against us.
The FDA investigates and checks, occasionally on a random basis, compliance with
statutory and regulatory requirements. Violations may lead to penalties or
shutdowns of a program or a facility.
THE PRICE OF OUR COMMON STOCK HAS BEEN AND MAY CONTINUE TO BE VOLATILE.
Our stock price has fluctuated significantly. The price of our common
stock may fluctuate significantly in response to a number of events and factors
relating to our company, our competitors and the market for our services, many
of which are beyond our control.
In addition, the stock market in general, and especially the NASDAQ
National Market along with market prices for technology companies, in
particular, have experienced extreme volatility that has often been unrelated to
the operating performance of these companies. These broad market and industry
fluctuations may adversely affect the market price of our common stock,
regardless of our operating results.
Among other things, volatility in Plexus' stock price could mean that
investors will not be able to sell their shares at or above the prices which
they pay. The volatility also could impair Plexus' ability in the future to
offer common stock as a source of additional capital and/or as consideration in
the acquisition of other businesses.
19
20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in foreign exchange and
interest rates. To reduce such risks, we selectively use financial instruments.
FOREIGN CURRENCY RISK
We do not use derivative financial instruments for speculative
purposes. Our policy is to selectively hedge certain foreign currency
denominated transactions in a manner that substantially offsets the effects of
changes in foreign currency exchange rates. Presently, we use foreign currency
forward contracts to hedge only those currency exposures associated with certain
assets and liabilities denominated in non-functional currencies. Corresponding
gains and losses on the underlying transaction generally offset the gains and
losses on these foreign currency hedges. As of December 31, 2000, the foreign
currency forward contracts were scheduled to mature in less than three months
and there were no material deferred gains or losses.
INTEREST RATE RISK
We have financial instruments, including cash equivalents, short-term
investments, long-term debt and our asset securitization facility, which are
sensitive to changes in interest rates. We consider the use of interest-rate
swaps based on existing market conditions. We currently do not use any
interest-rate swaps or other types of derivative financial instruments.
The primary objective of our investment activities is to preserve
principal, while maximizing yields without significantly increasing market risk.
To achieve this, we maintain our portfolio of cash equivalents and short-term
investments in a variety of securities such as money market funds and
certificates of deposit and limit the amount of principal exposure to any one
issuer.
Our only material interest rate risk is associated with our credit
facilities and asset securitization facility. Interest on borrowings is computed
at the applicable Eurocurrency rate on the agreed currency. A 10 percent change
in our weighted average interest rate on average long-term borrowings would have
impacted net interest expense by approximately $0.2 million for the three months
ended December 31, 2000.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(ii) Restated Bylaws of Plexus Corp., as amended through
December 29, 2000.
10.1 First Amendment Agreement to Supplemental Executive
Retirement Agreement between Plexus Corp. and John
Nussbaum, as of September 1, 1999, executed December
29, 2000.
(b) On October 13, 2000 the Company filed a report on Form 8-K
relating to the Company's public offering of common stock.
20
21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
2/14/01 /s/ Peter Strandwitz
--------- --------------------
Date Peter Strandwitz
Chairman and CEO
2/14/01 /s/ Thomas B. Sabol
- ---------- -------------------------------
Date Thomas B. Sabol
Senior Vice President &
Chief Financial Officer
21