Table of Contents

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2012

 

Or

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                   to                         

 

Commission file number 0-23354

 

FLEXTRONICS INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

 

Singapore

 

Not Applicable

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

2 Changi South Lane,

 

 

Singapore

 

486123

(Address of registrant’s principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code

(65) 6890 7188

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at January 29, 2013

 

 

 

Ordinary Shares, No Par Value

 

655,826,862

 

 

 



Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

 

INDEX

 

 

 

Page

 

PART I. FINANCIAL INFORMATION

3

 

 

 

Item 1.

Financial Statements

3

 

Report of Independent Registered Public Accounting Firm

3

 

Condensed Consolidated Balance Sheets (unaudited) — December 31, 2012 and March 31, 2012

4

 

Condensed Consolidated Statements of Operations (unaudited) — Three-Month and Nine-Month Periods Ended December 31, 2012 and December 31, 2011

5

 

Condensed Consolidated Statements of Comprehensive Income (unaudited) — Three-Month and Nine-Month Periods Ended December 31, 2012 and December 31, 2011

6

 

Condensed Consolidated Statements of Cash Flows (unaudited) —Nine-Month Periods Ended December 31, 2012 and December 31, 2011

7

 

Notes to Condensed Consolidated Financial Statements (unaudited)

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

Item 4.

Controls and Procedures

32

 

 

 

 

PART II. OTHER INFORMATION

33

 

 

 

Item 1.

Legal Proceedings

33

Item 1A.

Risk Factors

33

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3.

Defaults Upon Senior Securities

33

Item 4.

Mine Safety Disclosures

33

Item 5.

Other Information

33

Item 6.

Exhibits

33

Signatures

 

34

 

2



Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders of
Flextronics International Ltd.
Singapore

 

We have reviewed the accompanying condensed consolidated balance sheet of Flextronics International Ltd. and subsidiaries (the “Company”) as of December 31, 2012, the related condensed consolidated statements of operations and of comprehensive income for the three-month and nine-month periods ended December 31, 2012 and 2011, and the condensed consolidated statements of cash flows for the nine-month periods ended December 31, 2012 and 2011. These interim financial statements are the responsibility of the Company’s management.

 

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our reviews, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Flextronics International Ltd. and subsidiaries as of March 31, 2012, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated May 25, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of March 31, 2012 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

/s/ DELOITTE & TOUCHE LLP

 

San Jose, California

 

February 4, 2013

 

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Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

As of

 

As of

 

 

 

December 31, 2012

 

March 31, 2012

 

 

 

(In thousands,

 

 

 

except share amounts)

 

 

 

(Unaudited)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

1,706,113

 

$

1,518,329

 

Accounts receivable, net of allowance for doubtful accounts of $18,449 and $39,071 as of December 31, 2012 and March 31, 2012, respectively

 

2,372,706

 

2,593,829

 

Inventories

 

2,910,581

 

3,300,791

 

Current assets of discontinued operations

 

 

21,642

 

Other current assets

 

1,288,643

 

1,099,959

 

Total current assets

 

8,278,043

 

8,534,550

 

Property and equipment, net

 

2,175,445

 

2,076,442

 

Goodwill and other intangible assets, net

 

415,816

 

159,924

 

Long-term assets of discontinued operations

 

 

41,417

 

Other assets

 

284,390

 

221,471

 

Total assets

 

$

11,153,694

 

$

11,033,804

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Bank borrowings, current portion of long-term debt and capital lease obligations

 

$

233,393

 

$

42,467

 

Accounts payable

 

4,139,618

 

4,294,873

 

Accrued payroll

 

366,954

 

345,337

 

Current liabilities of discontinued operations

 

 

24,854

 

Other current liabilities

 

1,690,152

 

1,580,654

 

Total current liabilities

 

6,430,117

 

6,288,185

 

Long-term debt and capital lease obligations, net of current portion

 

1,856,155

 

2,157,798

 

Other liabilities

 

464,812

 

303,842

 

Commitments and contingencies (Note 12)

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

Ordinary shares, no par value; 705,754,729 and 733,979,527 issued, and 655,515,374 and 683,740,173 outstanding as of December 31, 2012 and March 31, 2012, respectively

 

8,125,502

 

8,292,370

 

Treasury shares, at cost; 50,239,355 shares as of December 31, 2012 and March 31, 2012

 

(388,215

)

(388,215

)

Accumulated deficit

 

(5,275,680

)

(5,579,739

)

Accumulated other comprehensive loss

 

(58,997

)

(40,437

)

Total shareholders’ equity

 

2,402,610

 

2,283,979

 

Total liabilities and shareholders’ equity

 

$

11,153,694

 

$

11,033,804

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4



Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2012

 

December 31, 2011

 

 

 

(In thousands, except per share amounts)

 

 

 

(Unaudited)

 

Net sales

 

$

6,123,321

 

$

7,469,347

 

$

18,274,157

 

$

22,973,064

 

Cost of sales

 

5,778,544

 

7,083,600

 

17,205,251

 

21,814,022

 

Restructuring charges

 

98,315

 

 

98,315

 

 

Gross profit

 

246,462

 

385,747

 

970,591

 

1,159,042

 

Selling, general and administrative expenses

 

207,224

 

244,830

 

589,751

 

667,028

 

Intangible amortization

 

6,137

 

12,901

 

21,211

 

36,480

 

Restructuring charges

 

4,376

 

 

4,376

 

 

Interest and other expense (income), net

 

(17,089

)

7,695

 

(16,754

)

31,364

 

Income from continuing operations before income taxes

 

45,814

 

120,321

 

372,007

 

424,170

 

Provision for income taxes

 

13,526

 

14,115

 

42,497

 

46,709

 

Income from continuing operations

 

32,288

 

106,206

 

329,510

 

377,461

 

Loss from discontinued operations, net of tax

 

(7,248

)

(4,029

)

(25,451

)

(13,429

)

Net income

 

$

25,040

 

$

102,177

 

$

304,059

 

$

364,032

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

$

0.15

 

$

0.49

 

$

0.52

 

Diluted

 

$

0.05

 

$

0.15

 

$

0.49

 

$

0.51

 

Loss from discontinued operations:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.01

)

$

(0.01

)

$

(0.04

)

$

(0.02

)

Diluted

 

$

(0.01

)

$

(0.01

)

$

(0.04

)

$

(0.02

)

Net income:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

$

0.14

 

$

0.46

 

$

0.50

 

Diluted

 

$

0.04

 

$

0.14

 

$

0.45

 

$

0.49

 

Weighted-average shares used in computing per share amounts:

 

 

 

 

 

 

 

 

 

Basic

 

658,925

 

710,324

 

666,852

 

726,432

 

Diluted

 

669,488

 

720,894

 

678,610

 

737,255

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2012

 

December 31, 2011

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

Net income

 

$

25,040

 

$

102,177

 

$

304,059

 

$

364,032

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments, net of zero tax

 

(10,603

)

(5,897

)

(21,575

)

(41,654

)

Unrealized gain (loss) on derivative instruments and other, net of zero tax

 

(3,088

)

14,962

 

3,015

 

(29,182

)

Comprehensive income

 

$

11,349

 

$

111,242

 

$

285,499

 

$

293,196

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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Table of Contents

 

FLEXTRONICS INTERNATIONAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine-Month Periods Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

 

 

(In thousands)

 

 

 

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

304,059

 

$

364,032

 

Depreciation, amortization and other impairment charges

 

430,238

 

379,980

 

Changes in working capital and other

 

271,760

 

(78,428

)

Net cash provided by operating activities

 

1,006,057

 

665,584

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchases of property and equipment

 

(377,901

)

(375,677

)

Proceeds from the disposition of property and equipment

 

49,819

 

45,919

 

Acquisition of businesses, net of cash acquired

 

(183,896

)

(93,679

)

Proceeds from divestiture of business, net of cash held in divested business

 

22,585

 

 

Other investing activities, net

 

(93,633

)

468

 

Net cash used in investing activities

 

(583,026

)

(422,969

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from bank borrowings and long-term debt

 

171,673

 

2,591,507

 

Repayments of bank borrowings, long-term debt and capital lease obligations

 

(290,230

)

(2,134,948

)

Payments for repurchase of long-term debt

 

 

(480,000

)

Payments for repurchase of ordinary shares

 

(208,208

)

(395,604

)

Net proceeds from issuance of ordinary shares

 

14,632

 

10,523

 

Other financing activities, net

 

85,590

 

 

Net cash used in financing activities

 

(226,543

)

(408,522

)

Effect of exchange rates on cash and cash equivalents

 

(8,704

)

(36,799

)

Net increase (decrease) in cash and cash equivalents

 

187,784

 

(202,706

)

Cash and cash equivalents, beginning of period

 

1,518,329

 

1,748,471

 

Cash and cash equivalents, end of period

 

$

1,706,113

 

$

1,545,765

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

7



Table of Contents

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.  ORGANIZATION OF THE COMPANY

 

Flextronics International Ltd. (“Flextronics” or the “Company”) was incorporated in the Republic of Singapore in May 1990. The Company’s operations have expanded over the years through a combination of organic growth and acquisitions. The Company is a leading global provider of vertically-integrated advanced design, manufacturing and services to original equipment manufacturers (“OEMs”) of a broad range of electronic products in the following markets: High Reliability Solutions (“HRS”), which is comprised of our medical, automotive, and defense and aerospace businesses; High Velocity Solutions (“HVS”), which includes our mobile devices business, including smart phones, consumer electronics, including game consoles, high-volume computing business, including notebook personal computing (“PC”), tablets, printers, and our original design manufacturing (“ODM”) PC business which we exited in fiscal 2012; Industrial and Emerging Industries (“IEI”), which is comprised of large household appliances, equipment, and our emerging industries businesses; and Integrated Network Solutions (“INS”), which includes our telecommunications infrastructure, data networking, connected home, and server and storage businesses. The Company’s strategy is to provide customers with a full range of cost competitive, vertically-integrated global supply chain services through which the Company can design, build, ship and service a complete packaged product for its OEM customers. OEM customers leverage the Company’s services to meet their product requirements throughout the entire product life cycle.

 

The Company’s service offerings include rigid and flexible printed circuit board fabrication, systems assembly and manufacturing (including enclosures, testing services, materials procurement and inventory management), logistics, after-sales services (including product repair, warranty services, re-manufacturing and maintenance), supply chain management software solutions and component product offerings. Additionally, the Company provides a comprehensive range of value-added design and engineering services that are tailored to the various markets and needs of its customers.

 

2.  SUMMARY OF ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2012 contained in the Company’s Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended December 31, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2013.

 

The first quarter for fiscal 2013 and fiscal 2012 ended on June 29, 2012 and July 1, 2011, respectively. The second quarter for fiscal 2013 and fiscal 2012 ended on September 28, 2012 and September 30, 2011, respectively.  The Company’s third fiscal quarter ends on December 31, and the fourth fiscal quarter and year ends on March 31 of each year.

 

The Company initiated certain restructuring activities in the third quarter of fiscal 2013 to rationalize the Company’s manufacturing capacity and infrastructure.  The restructuring activities are intended to improve operational efficiencies by reducing excess workforce and capacity.  In addition to these cost reductions, these activities will result in a further shift of manufacturing capacity to locations with higher efficiencies.

 

During the first quarter of fiscal 2013, the Company finalized the sale of certain assets of its Vista Point Technologies camera modules business, including intellectual property and the China-based manufacturing operations to Tessera Technologies, Inc. (“Tessera Technologies”), and DigitalOptics Corporation, a wholly-owned subsidiary of Tessera Technologies.  In addition, during the third quarter of fiscal 2013, the Company finalized the sale of another non-core business.

 

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Table of Contents

 

In accordance with the accounting guidance, these non-core businesses represent separate asset groups and the divestitures qualify as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of these businesses in discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable.

 

For the nine-month period ended December 31, 2011, approximately $975.7 million of proceeds from bank borrowings and repayment of bank borrowings, related to certain short-term facilities, were previously reflected on a gross basis in the condensed consolidated statements of cash flows. These amounts should have been reflected on a net basis in “repayment of bank borrowings, long-term debt and capital lease obligations” and have been corrected in the accompanying condensed consolidated statements of cash flows. The correction had no net impact on total cash used in financing activities.  This error had no impact on current year cash flows.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consisted of the following:

 

 

 

As of

 

As of

 

 

 

December 31, 2012

 

March 31, 2012

 

 

 

(In thousands)

 

Cash and bank balances

 

$

1,210,284

 

$

1,174,423

 

Money market funds and time deposits

 

495,829

 

343,906

 

 

 

$

1,706,113

 

$

1,518,329

 

 

Inventories

 

The components of inventories, net of applicable lower of cost or market write-downs, were as follows:

 

 

 

As of

 

As of

 

 

 

December 31, 2012

 

March 31, 2012

 

 

 

(In thousands)

 

Raw materials

 

$

1,837,670

 

$

1,952,358

 

Work-in-progress

 

433,561

 

537,753

 

Finished goods

 

639,350

 

810,680

 

 

 

$

2,910,581

 

$

3,300,791

 

 

Other Current Assets / Other Assets

 

Other current assets includes approximately $462.0 million and $514.9 million as of December 31, 2012 and March 31, 2012, respectively, for the deferred purchase price receivable from our Global and North American Asset-Backed Securitization programs (see note 8).  Additionally, as of December 31, 2012, $258.5 million was included in other current assets related to customer specific manufacturing assets purchased on behalf of one of our customers as discussed further in note 11 to the condensed consolidated financial statements.

 

Other assets include warrants to purchase common shares of a certain supplier amounting to $64.8 million as of December 31, 2012.  Refer to note 9 to our condensed consolidated financial statements for further information.

 

Property and Equipment

 

Depreciation expense associated with property and equipment was approximately $103.3 million and $301.5 million for the three-month and nine-month periods ended December 31, 2012, respectively, and $103.1 million and $304.2 million for the three-month and nine-month periods ended December 31, 2011, respectively.

 

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Table of Contents

 

Goodwill and Other Intangibles

 

The following table summarizes the activity in the Company’s goodwill account during the nine-month period ended December 31, 2012:

 

 

 

Amount

 

 

 

(In thousands)

 

Balance, beginning of the year

 

$

101,670

 

Acquisitions (1) 

 

172,417

 

Foreign currency translation adjustments

 

(267

)

Balance, end of the quarter

 

$

273,820

 

 


(1)                 See note 11 to the condensed consolidated financial statements for additional information.

 

The components of acquired intangible assets are as follows:

 

 

 

As of December 31, 2012

 

As of March 31, 2012

 

 

 

Gross

 

 

 

Net

 

Gross

 

 

 

Net

 

 

 

Carrying

 

Accumulated

 

Carrying

 

Carrying

 

Accumulated

 

Carrying

 

 

 

Amount

 

Amortization

 

Amount

 

Amount

 

Amortization

 

Amount

 

 

 

(In thousands)

 

Intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer-related intangibles

 

$

268,310

 

$

(217,490

)

$

50,820

 

$

243,681

 

$

(199,238

)

$

44,443

 

Licenses and other intangibles

 

110,740

 

(19,564

)

91,176

 

22,740

 

(8,929

)

13,811

 

Total

 

$

379,050

 

$

(237,054

)

$

141,996

 

$

266,421

 

$

(208,167

)

$

58,254

 

 

The gross carrying amounts of intangible assets are removed when the recorded amounts have been fully amortized. During the nine-month period ended December 31, 2012, the Company recognized a charge for impairment of customer-related intangible assets with a net carrying amount of $10.0 million, which is included in the results from discontinued operations, in connection with the non-core business that was divested based on the carrying value of net assets and the expected sale proceeds.  During the three-month period ended December 31, 2012, the value of customer-related intangible assets increased by $24.7 million in connection with an acquisition described in detail at note 11 to the condensed consolidated financial statements. The purchase price allocation is preliminary and is subject to change as the Company continues to evaluate the value of assets and liabilities relating to this acquisition.  During the nine-month period ended December 31, 2012, the value of intangible assets increased by $88.0 million related to a license agreement for exclusive manufacturing rights and certain manufacturing technologies and processes in connection with an acquisition as more fully described in note 11 to the condensed consolidated financial statements.  Total intangible amortization expense was $13.0 million and $28.9 million during the three-month and nine-month periods ended December 31, 2012, respectively, of which $6.9 million and $7.7 million was recorded in cost of sales during the three-month and nine-month periods ended December 31, 2012, respectively, in connection with the aforementioned acquisition.  Total intangible amortization expense was $12.9 million and $36.5 million during the three-month and nine-month periods ended December 31, 2011, respectively. The estimated future annual amortization expense for acquired intangible assets is as follows:

 

Fiscal Year Ending March 31,

 

Total

 

 

 

(In thousands)

 

2013 (1)

 

$

13,998

 

2014

 

49,970

 

2015

 

53,334

 

2016

 

12,749

 

2017

 

6,901

 

Thereafter

 

5,044

 

Total amortization expense

 

$

141,996

 

 


(1)       Represents estimated amortization for the three-month period ending March 31, 2013.

 

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Other Current Liabilities

 

Other current liabilities include customer working capital advances amounting to $194.3 million and $326.6 million and deferred revenue amounting to $277.0 million and $329.6 million as of December 31, 2012 and March 31, 2012, respectively.  Additionally, as of December 31, 2012, $256.5 million was included in other current liabilities related to customer specific assets financed by a third party banking institution on behalf of one of our customers as discussed further in note 11 to the condensed consolidated financial statements.

 

3.  SHARE-BASED COMPENSATION

 

The following table summarizes the Company’s share-based compensation expense:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2012

 

December 31, 2011

 

 

 

(In thousands)

 

Cost of sales

 

$

1,530

 

$

2,021

 

$

4,045

 

$

6,328

 

Selling, general and administrative expenses

 

6,986

 

9,961

 

22,663

 

32,179

 

Total stock-based compensation expense

 

$

8,516

 

$

11,982

 

$

26,708

 

$

38,507

 

 

Total unrecognized compensation expense related to share options is $2.4 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.0 years. As of December 31, 2012, the number of options outstanding and exercisable was 36.5 million and 35.5 million, respectively, at weighted-average exercise prices of $8.06 and $8.09 per share, respectively.

 

During the nine-month period ended December 31, 2012, the Company granted 9.3 million unvested share bonus awards at an average grant date price of $6.74 per share, under its 2010 Equity Incentive Plan.  Of this amount, approximately 2.2 million represents the target amount of grants made to certain key employees whereby vesting is contingent on a certain market condition.  The number of shares that ultimately will vest are based on a measurement of Flextronics’s total shareholder return against the Standard and Poor’s (“S&P”) 500 Composite Index and will cliff vest after a period of three years, if such market conditions have been met. The number of shares issued can range from zero to 4.4 million.  The average grant-date fair value of these awards was estimated to be $7.64 per share and was calculated using a Monte Carlo simulation.  As of December 31, 2012, approximately 22.1 million of unvested share bonus awards were outstanding, of which vesting for 4.2 million is contingent on meeting the certain market condition above. The number of shares issued can range from zero to 7.4 million based on the achievement levels of the targeted market condition.

 

As of December 31, 2012, total unrecognized compensation expense related to unvested share bonus awards is $82.7 million, net of estimated forfeitures, and will be recognized over a weighted-average remaining vesting period of 2.7 years. Approximately $10.0 million of the total unrecognized compensation cost, net of estimated forfeitures, is related to awards whereby vesting is contingent on meeting a certain market condition, as discussed above.

 

4.  EARNINGS PER SHARE

 

The following table reflects the basic weighted-average ordinary shares outstanding and diluted weighted-average ordinary share equivalents used to calculate basic and diluted income from continuing and discontinued operations per share:

 

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Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

December 31, 2012

 

December 31, 2011

 

 

 

(In thousands, except per share amounts)

 

Basic earnings from continuing and discontinued operations per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

32,288

 

$

106,206

 

$

329,510

 

$

377,461

 

Loss from discontinued operations

 

$

(7,248

)

$

(4,029

)

$

(25,451

)

$

(13,429

)

Net income

 

$

25,040

 

$

102,177

 

$

304,059

 

$

364,032

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

Weighted-average ordinary shares outstanding

 

658,925

 

710,324

 

666,852

 

726,432

 

 

 

 

 

 

 

 

 

 

 

Basic earnings from continuing operations per share

 

$

0.05

 

$

0.15

 

$

0.49

 

$

0.52

 

Basic loss from discontinued operations per share

 

$

(0.01

)

$

(0.01

)

$

(0.04

)

$

(0.02

)

Basic earnings per share

 

$

0.04

 

$

0.14

 

$

0.46

 

$

0.50

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings from continuing and discontinued operations per share:

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

$

32,288

 

$

106,206

 

$

329,510

 

$

377,461

 

Loss from discontinued operations

 

$

(7,248

)

$

(4,029

)

$

(25,451

)

$

(13,429

)

Net income

 

$

25,040

 

$

102,177

 

$

304,059

 

$

364,032

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

Weighted-average ordinary shares outstanding

 

658,925

 

710,324

 

666,852

 

726,432

 

Weighted-average ordinary share equivalents from stock options and awards (1)

 

10,563

 

10,570

 

11,758

 

10,823

 

Weighted-average ordinary shares and ordinary share equivalents outstanding

 

669,488

 

720,894

 

678,610

 

737,255

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings from continuing operations per share

 

$

0.05

 

$

0.15

 

$

0.49

 

$

0.51

 

Diluted loss from discontinued operations per share

 

$

(0.01

)

$

(0.01

)

$

(0.04

)

$

(0.02

)

Diluted earnings per share

 

$

0.04

 

$

0.14

 

$

0.45

 

$

0.49

 

 


(1)                   Ordinary share equivalents from share options to purchase approximately 19.7 million shares and 24.8 million shares outstanding during the three-month periods ended December 31, 2012 and December 31, 2011, respectively, and 21.0 million shares and 26.2 million shares outstanding during the nine-month periods ended December 31, 2012 and December 31, 2011, respectively, were excluded from the computation of diluted earnings per share primarily because the exercise price of these options was greater than the average market price of the Company’s ordinary shares during the respective periods.

 

5. BANK BORROWINGS AND LONG-TERM DEBT

 

Bank borrowings and long-term debt are as follows:

 

 

 

As of

 

As of

 

 

 

December 31, 2012

 

March 31, 2012

 

 

 

(In thousands)

 

Term Loan, including current portion, due in installments through October 2014

 

$

1,170,340

 

$

1,179,595

 

New Term Loan, including current portion, due in installments through October 2016

 

517,500

 

487,500

 

Asia Term Loans

 

375,500

 

377,000

 

Outstanding under revolving line of credit

 

 

140,000

 

Other

 

16,493

 

4,578

 

 

 

2,079,833

 

2,188,673

 

Current portion

 

(230,495

)

(39,340

)

Non-current portion

 

$

1,849,338

 

$

2,149,333

 

 

New Term Loan due October 2016

 

During the nine-months ended December 31, 2012, the Company increased the limit on its New Term Loan maturing in October 2016 by $50.0 million and borrowed the entire incremental amount.  Also, during the nine-month period ended December 31, 2012, we repaid a total principal amount of $20.0 million.

 

Asia Term Loans

 

As of December 31, 2012, there were $375.5 million in borrowings outstanding under the Company’s Asia term loans, of which $175.5 million will be due in September 2013.  Accordingly, this amount is classified as bank borrowings, current portion of long-term debt and capital leases on the condensed consolidated balance sheet as of December 31, 2012.

 

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Revolving Line of Credit

 

During the nine-months ended December 31, 2012, the Company repaid all amounts outstanding under its $1.5 billion revolving line of credit facility.

 

6. INTEREST AND OTHER EXPENSE (INCOME), NET

 

During the three-month and nine-month periods ended December 31, 2012, the Company recognized interest expense of $15.8 million and $47.1 million, respectively, on its debt obligations outstanding during the period. During the three-month and nine-month periods ended December 31, 2011, the Company recognized interest expense of $18.3 million and $51.1 million, respectively.

 

During the three-month and nine-month periods ended December 31, 2012, the Company recognized interest income of $3.7 million and $15.4 million, respectively. During the three-month and nine-month periods ended December 31, 2011, the Company recognized interest income of $5.8 million and $13.8 million, respectively.

 

During the three-month and nine-month periods ended December 31, 2012, the Company recognized gains on foreign exchange transactions of $6.3 million and $13.9 million, respectively.  During the three-month and nine-month periods ended December 31, 2011, the Company recognized gains on foreign exchange transactions of $11.6 million and $33.3 million, respectively.

 

During the three-month and nine-month periods ended December 31, 2012, other income and expense, net was $25.8 million and $43.0 million of net income, respectively.  During the three-month and nine-month periods ended December 31, 2011, other income and expense, net was $3.1 million and $15.2 million of net expense, respectively.  Other income, net includes a gain recognized of $41.8 million and $64.8 million during the three-month and nine-month periods ended December 31, 2012, respectively, for the fair value adjustment of the Company’s warrants to purchase common shares of a certain supplier.  The fair value adjustment gain was partially off-set by a loss on the sale of an investment.

 

7.  FINANCIAL INSTRUMENTS

 

Foreign Currency Contracts

 

The Company enters into forward contracts and foreign currency swap contracts to manage the foreign currency risk associated with monetary accounts and anticipated foreign currency denominated transactions.  The Company hedges committed exposures and does not engage in speculative transactions.  As of December 31, 2012, the aggregate notional amount of the Company’s outstanding foreign currency forward and swap contracts was $4.2 billion as summarized below:

 

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Foreign Currency Amount

 

Notional Contract Value in USD

 

Currency

 

Buy

 

Sell

 

Buy

 

Sell

 

 

 

(In thousands)

 

Cash Flow Hedges

 

 

 

 

 

 

 

 

 

CNY

 

2,861,000

 

 

$

458,795

 

$

 

EUR

 

16,023

 

4,300

 

21,228

 

5,697

 

HUF

 

11,150,000

 

 

50,800

 

 

ILS

 

119,000

 

 

31,938

 

 

MXN

 

1,477,900

 

 

113,974

 

 

MYR

 

350,100

 

 

114,393

 

 

SGD

 

36,900

 

 

30,199

 

 

Other

 

N/A

 

N/A

 

56,367

 

1,350

 

 

 

 

 

 

 

877,694

 

7,047

 

Other Forward/Swap Contracts

 

 

 

 

 

 

 

 

 

BRL

 

152,600

 

314,100

 

74,723

 

153,805

 

CAD

 

101,692

 

110,264

 

102,512

 

111,203

 

CNY

 

125,225

 

 

20,000

 

 

EUR

 

586,095

 

642,895

 

774,857

 

849,907

 

GBP

 

30,647

 

49,291

 

49,488

 

79,737

 

HUF

 

7,446,700

 

6,471,000

 

33,927

 

29,482

 

JPY

 

7,617,639

 

4,454,641

 

88,929

 

52,670

 

MXN

 

1,298,860

 

882,855

 

100,167

 

68,085

 

MYR

 

206,930

 

17,376

 

67,613

 

5,678

 

SEK

 

1,054,161

 

1,705,383

 

162,100

 

262,050

 

SGD

 

38,792

 

5,788

 

31,748

 

4,737

 

Other

 

N/A

 

N/A

 

143,278

 

68,135

 

 

 

 

 

 

 

1,649,342

 

1,685,489

 

 

 

 

 

 

 

 

 

 

 

Total Notional Contract Value in USD

 

 

 

 

 

$

2,527,036

 

$

1,692,536

 

 

Certain of these contracts are designed to economically hedge the Company’s exposure to monetary assets and liabilities denominated in a non-functional currency and are not accounted for as hedges under the accounting standards.  Accordingly, changes in the fair value of these instruments are recognized in earnings during the period of change as a component of interest and other expense (income), net in the condensed consolidated statements of operations.  Gains or losses from fair value adjustments for these instruments are designed to offset losses and gains from the Company’s revaluation of monetary assets and liabilities denominated in a non-functional currency. As of December 31, 2012 and March 31, 2012, the Company also has included net deferred gains and losses, respectively, in accumulated other comprehensive loss, a component of shareholders’ equity in the condensed consolidated balance sheets, relating to changes in fair value of its foreign currency contracts that are accounted for as cash flow hedges. These deferred gains and losses were not material, and the deferred gains as of December 31, 2012 are expected to be recognized primarily as a component of cost of sales in the condensed consolidated statements of operations primarily over the next twelve-month period. The gains and losses recognized in earnings due to hedge ineffectiveness were not material for all fiscal periods presented and are included as a component of interest and other expense (income), net in the condensed consolidated statements of operations.

 

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Table of Contents

 

The following table presents the fair value of the Company’s derivative instruments located on the condensed consolidated balance sheets utilized for foreign currency risk management purposes:

 

 

 

Fair Values of Derivative Instruments

 

 

 

Asset Derivatives

 

Liability Derivatives

 

 

 

 

 

Fair Value

 

 

 

Fair Value

 

 

 

Balance Sheet
Location

 

December 31,
2012

 

March 31,
2012

 

Balance Sheet
Location

 

December 31,
2012

 

March 31,
2012

 

 

 

(In thousands)

 

Derivatives designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Other current assets

 

$

15,145

 

$

10,075

 

Other current liabilities

 

$

1,132

 

$

1,905

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

Other current assets

 

$

9,644

 

$

10,894

 

Other current liabilities

 

$

14,162

 

$

6,200

 

 

8.  TRADE RECEIVABLES SECURITIZATION

 

The Company sells trade receivables under two asset-backed securitization programs and under an accounts receivable factoring program.

 

Asset-Backed Securitization Programs

 

The Company continuously sells designated pools of trade receivables under its Global Asset-Backed Securitization Agreement (the “Global Program”) and its North American Asset-Backed Securitization Agreement (the “North American Program,” collectively, the “ABS Programs”) to affiliated special purpose entities, which in turn sells 100% of the receivables to unaffiliated financial institutions. These programs allow the operating subsidiaries to receive a cash payment and a deferred purchase price receivable for sold receivables.  The Company maintains a continuing involvement in the receivables sold as a result of the deferred purchase price. The investment limits by the financial institutions are $500.0 million for the Global Program and $300.0 million for the North American Program and require a minimum level of deferred purchase price receivable to be retained by the Company in connection with the sales.

 

Servicing fees recognized during the three-month and nine-month periods ended December 31, 2012 and December 31, 2011 were not material and are included in interest and other expense (income), net within the condensed consolidated statements of operations.  As the Company estimates the fee it receives in return for its obligation to service these receivables is at fair value, no servicing assets and liabilities are recognized.

 

As of December 31, 2012, approximately $1.0 billion of accounts receivable had been sold to the special purpose entities under the ABS Programs for which the Company had received net cash proceeds of $576.3 million and deferred purchase price receivables of approximately $462.0 million.  As of March 31, 2012, approximately $1.1 billion of accounts receivable had been sold to the special purpose entities for which the Company had received net cash proceeds of $556.8 million and deferred purchase price receivables of approximately $514.9 million.  The deferred purchase price receivables are included in other current assets as of December 31, 2012 and March 31, 2012, and were carried at the expected recovery amount of the related receivables.  The difference between the carrying amount of the receivables sold under these programs and the sum of the cash and fair value of the deferred purchase price receivables received at time of transfer is recognized as a loss on sale of the related receivables and recorded in interest and other expense (income), net in the condensed consolidated statements of operations; such amounts were $2.2 million and $5.7 million for the three-month and nine-month periods ended December 31, 2012, respectively, and $2.5 million and $8.8 million for the three-month and nine-month periods ended December 31, 2011, respectively.

 

As of December 31, 2012 and March 31, 2012, the accounts receivable balances that were sold under the ABS Programs were removed from the condensed consolidated balance sheets and the net cash proceeds received by the Company were included as cash provided by operating activities in the condensed consolidated statements of cash flows.

 

For the nine-month periods ended December 31, 2012 and December 31, 2011, cash flows from sales of receivables under the ABS Programs consisted of approximately $2.8 billion and $3.6 billion for transfers of receivables, respectively (of which approximately

 

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Table of Contents

 

$0.5 billion and $0.4 billion, respectively represented new transfers and the remainder proceeds from collections reinvested in revolving-period transfers).

 

The following table summarizes the activity in the deferred purchase price receivables account:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31, 2012

 

December 31,
2011

 

December 31, 2012

 

December 31, 2011

 

 

 

(In thousands)

 

Beginning balance

 

$

458,085

 

$

1,072,661

 

$

514,895

 

$

459,994

 

Transfers of receivables

 

953,620

 

1,188,906

 

2,669,102

 

4,072,482

 

Collections

 

(949,691

)

(1,511,252

)

(2,721,983

)

(3,782,161

)

Ending balance

 

$

462,014

 

$

750,315

 

$

462,014

 

$

750,315

 

 

Trade Accounts Receivable Sale Programs

 

The Company also sold accounts receivables to certain third-party banking institutions. The outstanding balance of receivables sold and not yet collected was approximately $182.0 million and $110.5 million as of December 31, 2012 and March 31, 2012, respectively. For the nine-month periods ended December 31, 2012 and December 31, 2011, total accounts receivable sold to certain third party banking institutions was approximately $820.7 million and $1.6 billion, respectively. The loss on sales of accounts receivables sold was not material for the three-month and nine-month periods ended December 31, 2012 and December 31, 2011.  The receivables that were sold were removed from the condensed consolidated balance sheets and were reflected as cash provided by operating activities in the condensed consolidated statements of cash flows.

 

9. FAIR VALUE MEASUREMENT OF ASSETS AND LIABILITIES

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:

 

Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

The Company has deferred compensation plans for its officers and certain other employees.  Deferred amounts under the plans are invested in hypothetical investments selected by the participant or the participant’s investment manager.  The Company’s deferred compensation plan assets are included in other noncurrent assets on the condensed consolidated balance sheets and primarily include investments in equity securities that are valued using active market prices.

 

The Company values available for sale investments using level 1 inputs which are active market trading prices.

 

Level 2 - Applies to assets or liabilities for which there are inputs other than quoted prices included within level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets) such as cash and cash equivalents and money market funds; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

The Company values foreign exchange forward contracts using level 2 observable inputs which primarily consist of an income approach based on the present value of the forward rate less the contract rate multiplied by the notional amount.

 

The Company’s cash equivalents are comprised of bank deposits and money market funds, which are valued using level 2 inputs, such as interest rates and maturity periods. Due to their short-term nature, their carrying amount approximates fair value.

 

The Company’s deferred compensation plan assets also include money market funds, mutual funds, corporate and government bonds and certain convertible securities that are valued using prices obtained from various pricing sources.  These sources price these investments using certain market indices and the performance of these investments in relation to these indices.  As a result, the Company has classified these investments as level 2 in the fair value hierarchy.

 

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Table of Contents

 

Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company values deferred purchase price receivables relating to its asset-backed securitization program based on a discounted cash flow analysis using unobservable inputs (i.e., level 3 inputs), which are primarily risk free interest rates adjusted for the credit quality of the underlying creditor and due to its high credit quality and short term maturity their fair value approximates carrying value.  Significant increases in either of the significant unobservable inputs (credit spread, risk free interest rate) in isolation would result in lower fair value estimates, but is insignificant. The interrelationship between these inputs is also insignificant.  Refer to note 8 to the condensed consolidated financial statements for a reconciliation of the change in the deferred purchase price receivable during the nine-month periods ended December 31, 2012 and December 31, 2011.

 

The Company has warrants to purchase up to 1.35 million shares of the common stock of a certain supplier at a weighted-average price of $7.33 per share.  The warrants expire on May 18, 2018.  These fully vested warrants, which are derivative instruments, are to be fair valued at each reporting date with gains or losses from changes in fair value recognized in the condensed consolidated statements of operations.  The Company values these warrants based on the Black-Scholes option-valuation model using unobservable inputs classified as level 3 in the fair value hierarchy.  Significant changes in any of the significant unobservable inputs in isolation would result in a change in the fair value estimate, but in each case, the amount would be insignificant.  As of December 31, 2012, the Company used the following assumptions to fair value these warrants:

 

 

 

As of
December 31, 2012

 

Remaining life

 

5.4

 

Volatility

 

53

%

Dividend yield

 

0

%

Risk-free rate

 

0.81

%

 

The following table summarizes the changes in the fair value adjustment of these warrants:

 

 

 

Amount

 

 

 

(In thousands)

 

Balance, March 31, 2012

 

$

 

Fair value adjustment

 

23,000

 

Balance, September 28, 2012

 

23,000

 

Fair value adjustment

 

41,761

 

Balance, December 31, 2012

 

$

64,761

 

 

There were no transfers between levels in the fair value hierarchy during the three-month and nine-month periods ended December 31, 2012 and December 31, 2011.

 

Financial Instruments Measured at Fair Value on a Recurring Basis

 

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis:

 

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Table of Contents

 

 

 

Fair Value Measurements as of December 31, 2012

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

Money market funds and time deposits (Note 2)

 

$

 

$

495,829

 

$

 

$

495,829

 

Deferred purchase price receivable (Note 8)

 

 

 

462,014

 

462,014

 

Foreign exchange forward contracts (Note 7)

 

 

24,789

 

 

24,789

 

Available for sale investments

 

1,775

 

 

 

1,775

 

Warrants to purchase common shares (Note 2)

 

 

 

64,761

 

64,761

 

Deferred compensation plan assets:

 

 

 

 

 

 

 

 

 

Mutual funds, money market accounts and equity securities

 

6,066

 

39,939

 

 

46,005

 

Liabilities:

 

 

 

 

 

 

 

 

 

Foreign exchange forward contracts (Note 7)

 

$

 

$

(15,294

)

$

 

$

(15,294

)

 

 

 

Fair Value Measurements as of March 31, 2012

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

Money market funds and time deposits (Note 2)

 

$

 

$

343,906

 

$

 

$

343,906

 

Deferred purchase price receivable (Note 8)

 

 

 

514,895

 

514,895

 

Foreign exchange forward contracts (Note 7)

 

 

20,969

 

 

20,969

 

Available for sale investments

 

5,994

 

 

 

5,994

 

Deferred compensation plan assets:

 

 

 

 

 

 

 

 

 

Mutual funds, money market accounts and equity securities

 

3,411

 

54,241

 

 

57,652

 

Liabilities:

 

 

 

 

 

 

 

 

 

Foreign exchange forward contracts (Note 7)

 

$

 

$

(8,105

)

$

 

$

(8,105

)

 

Assets Measured at Fair Value on a Nonrecurring Basis

 

The Company has certain long-lived assets that are measured at fair value on a nonrecurring basis as these assets are recorded at the lesser of the carrying value or fair value, which is based on comparable sales from prevailing market data (level 2 inputs).  The following presents the Company’s long-lived assets measured at fair value on a nonrecurring basis:

 

 

 

Fair Value Measurements as of December 31, 2012

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

Assets held for sale

 

$

 

$

16,871

 

$

 

$

16,871

 

Property and equipment

 

 

18,367

 

 

18,367

 

 

 

 

Fair Value Measurements as of March 31, 2012

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

(In thousands)

 

Assets:

 

 

 

 

 

 

 

 

 

Assets held for sale

 

$

 

$

16,701

 

$

 

$

16,701

 

 

Assets held for sale

 

As of December 31, 2012 and March 31, 2012, no impairment charges were recorded for assets that were no longer in use and held for sale which exclude those assets that have been identified as relating to discontinued operations as discussed further in note 14 to the condensed consolidated financial statements.  The assets held for sale primarily represent manufacturing facilities that have been closed as part of the Company’s historical facility consolidations.

 

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Property and equipment

 

During the three-month period December 31, 2012, the Company recognized impairment charges relating to certain held and used long-lived assets as a result of its restructuring activities as further discussed in note 10 to the condensed consolidated financial statements.

 

There were no material fair value adjustments or other transfers between levels in the fair value hierarchy for these long-lived assets during the three-month and nine-month periods ended December 31, 2012 and December 31, 2011.

 

Other financial instruments

 

The following table presents the Company’s liabilities not carried at fair value:

 

 

 

As of December 31, 2012

 

As of March 31, 2012

 

 

 

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Fair Value

 

 

 

Amount

 

Value

 

Amount

 

Value

 

Hierarchy

 

 

 

(In thousands)

 

 

 

Term loan dated October 1, 2007

 

$

1,170,340

 

$

1,180,580

 

$

1,179,595

 

$

1,171,959

 

Level 1

 

Term loan dated October 19, 2011

 

517,500

 

519,441

 

487,500

 

482,625

 

Level 1

 

Asia term loans

 

375,500

 

378,786

 

377,000

 

374,394

 

Level 2

 

Revolving credit facility

 

 

 

140,000

 

140,000

 

Level 2

 

Total

 

$

2,063,340

 

$

2,078,807

 

$

2,184,095

 

$

2,168,978

 

 

 

 

Revolving credit facility - The carrying amount, if any, approximates fair value due to the short term nature of the interest rates underlying any borrowings under this facility, though the facility itself is available to the Company on a long term basis.

 

Term loans dated October 1, 2007 and October 19, 2011 - The term loans are valued based on broker trading prices in active markets.

 

Asia term loans - The Company’s Asia Term Loans are not traded publicly; however, as the pricing, maturity and other pertinent terms of these loans closely approximate those of the Term Loan Agreements dated October 1, 2007, and October 19, 2011, management estimates the respective trading prices would be approximately the same.

 

10. RESTRUCTURING CHARGES

 

In response to a challenging macroeconomic environment, the Company initiated certain restructuring activities intended to improve its operational efficiencies by reducing excess workforce and capacity.  The restructuring activities are targeted at rationalizing the Company’s global manufacturing capacity and infrastructure and will result in a further shift of manufacturing capacity to locations with higher efficiencies.  Restructuring charges are recorded based upon employee termination dates, site closure and consolidation plans.

 

During the three-month period ended December 31, 2012, the Company recognized restructuring charges of approximately $102.7 million.  The costs associated with these restructuring activities include employee severance, other personnel costs, non-cash impairment charges on facilities and equipment that are not recoverable through future cash flows or are no longer in use and are to be disposed of, and other exit related costs due to facility closures. The Company classified approximately $98.3 million of these charges as a component of cost of sales and approximately $4.4 million of these charges as a component of selling, general and administrative expenses during the three-month and nine-month periods ended December 31, 2012.

 

The components of the restructuring charges by geographic region during the three-month period ended December 31, 2012 were as follows:

 

 

 

Americas

 

Asia

 

Europe

 

Total

 

 

 

(In thousands)

 

Severance

 

$

863

 

$

8,572

 

$

6,142

 

$

15,577

 

Long-lived asset impairment

 

 

46,250

 

9,851

 

56,101

 

Other exit costs

 

322

 

28,818

 

1,873

 

31,013

 

Total restructuring charges

 

$

1,185

 

$

83,640

 

$

17,866

 

$

102,691

 

 

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During the three-month period ended December 31, 2012 the Company recognized approximately $15.6 million of severance costs related to employee terminations.  Approximately $12.1 million of this was classified as a component of cost of sales.

 

During the three-month period ended December 31, 2012 the Company recognized approximately $56.1 million for the write-down of property and equipment and other manufacturing assets, which are continuing to be held and used by the Company.  The majority of this amount was classified as a component of cost of sales.

 

During the three-month period ended December 31, 2012, the Company recognized approximately $31.0 million of other exit costs, which primarily comprised of $21.6 million for the write-down of certain customer specific assets that were determined to be unrecoverable based on a specific product exit and  resulting declining customer volumes.  Additionally, other exit costs include $8.4 million of customer disengagement costs primarily related to inventory that resulted from facility closures or a product exit and $1.0 million of other miscellaneous items.

 

The following table summarizes the provisions, respective payments, and remaining accrued balance as of December 31, 2012 for charges incurred in fiscal year 2013 and prior periods:

 

 

 

 

 

Long-Lived

 

Other

 

 

 

 

 

Severance

 

Asset Impairment

 

Exit Costs

 

Total

 

 

 

(In thousands)

 

Balance as of March 31, 2012

 

$

4,620

 

$

 

$

8,067

 

$

12,687

 

Provision for charges incurred in fiscal year 2013

 

15,577

 

56,101

 

31,013

 

102,691

 

Cash payments for charges incurred in fiscal year 2013

 

(6,803

)

 

 

(6,803

)

Cash payments for charges incurred in fiscal year 2010 and prior

 

(1,997

)

 

(2,567

)

(4,564

)

Non-cash charges incurred in fiscal year 2013

 

 

(56,101

)

(26,012

)

(82,113

)

Balance as of December 31, 2012

 

11,397

 

 

10,501

 

21,898

 

Less: current portion (classified as other current liabilities)

 

11,397

 

 

8,774

 

20,171

 

Accrued restructuring costs, net of current portion (classified as other liabilities)

 

$

 

$

 

$

1,727

 

$

1,727

 

 

11. BUSINESS AND ASSET ACQUISITIONS

 

On December 3, 2012, the Company completed its acquisition of all outstanding common stock of Saturn Electronics and Engineering, Inc. (“Saturn”), a supplier of electronics manufacturing services, solenoids and wiring for the automotive, appliance, consumer, energy and industrial markets.  The acquisition of Saturn broadened the Company’s service offering and strengthened its capabilities in the automotive and consumer electronics businesses.  The results of operations were included in the Company’s condensed consolidated financial results beginning on the date of acquisition and did not have a material impact on revenue or net income during the three-month and nine-month periods ended December 31, 2012.

 

The initial cash consideration for this acquisition amounted to $193.7 million with an additional $15.0 million estimated in relation to potential contingent consideration, for a total purchase consideration of $208.7 million. The total amount of cash acquired from this acquisition amounted to $2.2 million, resulting in net cash of $191.5 million paid during the three-month period ended December 31, 2012.  The Company primarily acquired accounts receivable, inventory, manufacturing assets and customer relationships, and recorded goodwill of $106.2 million in connection with this acquisition.

 

Preliminary Purchase Price Allocation

 

The allocation of the purchase price to Saturn’s tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The valuation of these tangible and identifiable intangible assets and liabilities is preliminary, subject to completion of a formal valuation process and further management review, and will be adjusted as additional information becomes available during the allocation period. Such adjustments may have a material effect on the Company’s results of operations. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.

 

The following represents the Company’s preliminary allocation of the total purchase price to the acquired assets and liabilities assumed of Saturn (in thousands):

 

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Current assets:

 

 

 

Cash and cash equivalents

 

$

2,191

 

Accounts receivable

 

44,879

 

Inventories

 

22,454

 

Other current assets

 

770

 

Total current assets

 

70,294

 

Property and equipment

 

42,621

 

Goodwill

 

106,257

 

Other intangible assets

 

24,700

 

Other assets

 

991

 

Total assets

 

$

244,863

 

 

 

 

 

Current liabilities:

 

 

 

Accounts payable

 

$

29,539

 

Other current liabilities

 

6,269

 

Total current liabilities

 

35,808

 

Other liabilities

 

364

 

Total aggregate purchase price

 

$

208,691

 

 

During the nine-month period ended December 31, 2012, the Company completed three other acquisitions that were not individually, nor in the aggregate, significant to the Company’s consolidated financial position, results of operations and cash flows. The total consideration, which was paid in cash for these acquisitions and earn outs related to certain prior period acquisitions amounted to $72.5 million. The total amount of cash acquired from these acquisitions amounted to $80.1 million, resulting in net cash of $7.6 million acquired for these acquisitions during the nine-month period ended December 31, 2012. One of the acquired businesses expanded the Company’s capabilities primarily in the medical and defense markets; another acquired business will support the hardware product manufacturing needs of an existing customer in the technology industry; and the other acquired business will expand the Company’s capabilities primarily in the LED design and manufacturing market. The Company primarily acquired cash, inventory and certain other manufacturing assets, and recorded goodwill of $66.2 million in connection with these acquisitions. The potential amount of future payments which the Company could be required to make under contingent consideration arrangements relating to these acquisitions is not material.

 

In connection with one of the acquisitions during the first quarter of fiscal 2013, the Company acquired certain manufacturing assets that were purchased by the acquired company on behalf of an existing customer and will be continued to be used exclusively for the benefit of this customer. These assets are financed by a third party banking institution acting as an agent of the customer under an agreement, the terms of which reset annually.  The Company can settle the obligation related to these assets by returning the respective assets to the customer and will not be required to pay cash by either the customer or the third party banking institution to settle the obligation.  Accordingly, these assets amounting to $258.5 million and the liability amounting to $256.5 million have been included in other current assets and other current liabilities, respectively as of December 31, 2012.  The cash flows relating to the purchase of assets by the Company on behalf of the customer amounting to $101.5 million has been included in other investing cash flows for the nine-month period ended December 31, 2012.  Net cash inflows amounting to $85.6 million relating to the funding of these assets by the financial institution on behalf of the customer has been included in cash flows from other financing activities during the nine-month period ended December 31, 2012.  In conjunction with this acquisition, the Company acquired a license agreement for exclusive manufacturing rights and access to certain manufacturing technologies and processes.  In consideration for this license, the Company is obligated to pay the customer $88.0 million representing the estimated fair value of the license.  The obligation will be reduced over the term of the service arrangement as product is manufactured on behalf of the customer, and if a certain minimum number of products are manufactured over the term of the customer arrangement the $88.0 million obligation will be fully satisfied.

 

The Company continues to evaluate certain assets and liabilities related to business combinations completed during the recent periods. Additional information, which existed as of the acquisition date, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Changes to amounts recorded as assets or liabilities may result in a corresponding adjustment to goodwill.

 

The goodwill generated from the Company’s business combinations completed during the nine-month period ended December 31, 2012 is primarily related to value placed on the employee workforce, service offerings and capabilities, and expected synergies. The goodwill is not deductible for income tax purposes.

 

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The condensed consolidated financial statements include the operating results of each business combination from the date of acquisition and the related transaction costs incurred which are not material. Pro forma results of operations for the acquisitions completed during the nine-month period ended December 31, 2012 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to the Company’s financial results.

 

12.  COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company defends itself vigorously against any such claims. Although the outcome of these matters is currently not determinable, management expects that any losses that are probable or reasonably possible of being incurred as a result of these matters, which are in excess of amounts already accrued in its condensed consolidated balance sheets would not be material to the financial statements as a whole.

 

13.  SHARE REPURCHASES

 

The Company’s Board of Directors, on September 13, 2012, authorized the repurchase of up to 10% of the Company’s outstanding ordinary shares which was approved by the Company’s shareholders at the 2012 Extraordinary General Meeting held on August 30, 2012. Share repurchases by the Company under the share repurchase plans are subject to an aggregate limit of 10% of the Company’s ordinary shares outstanding as of the date of the 2012 Extraordinary General Meeting.  During the third quarter of fiscal 2013, the Company repurchased approximately 12.6 million shares for an aggregate purchase price of approximately $74.2 million, and retired all of these shares.  As of December 31, 2012, approximately 54.1 million shares were available to be repurchased under this plan.

 

During the first quarter of fiscal 2013, the Company repurchased the entire remaining amount under a prior share repurchase plan that was approved by the Company’s Board of Directors on December 7, 2011 and the Company’s shareholders at the 2011 Extraordinary General Meeting held on July 22, 2011, or approximately 20.4 million shares for an aggregate purchase price of approximately $134.0 million, and retired all of these shares.

 

14.  DISCONTINUED OPERATIONS

 

During the third quarter of fiscal 2013, the Company finalized the sale of a non-core business.  Proceeds received from the sale were $3.2 million, net of $1.0 million of cash sold.  The Company recognized a loss of $7.4 million, which is included in the results from discontinued operations during the nine-month period ended December 31, 2012. 

 

During the first quarter of fiscal 2013, the Company finalized the sale of certain assets of its Vista Point Technologies camera modules business, including intellectual property and the China-based manufacturing operations to Tessera Technologies and DigitalOptics Corporation, a wholly-owned subsidiary of Tessera Technologies.  Total proceeds received from the sale were $19.4 million and the Company recognized a loss on sale of $4.7 million, which is included in the results from discontinued operations during the nine-month period ended December 31, 2012. 

 

In accordance with the accounting guidance, these non-core businesses qualify as discontinued operations, and accordingly, the Company has reported the results of operations and financial position of these businesses in discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable. 

 

The results from discontinued operations were as follows: 

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31,
2012

 

December 31,
2011

 

December 31,
2012

 

December 31,
2011

 

 

 

(In thousands)

 

Net sales

 

$

8,581

 

$

23,376

 

$

40,593

 

$

111,752

 

Cost of sales

 

8,487

 

27,269

 

42,793

 

113,332

 

Gross profit (loss)

 

94

 

(3,893

)

(2,200

)

(1,580

)

Selling, general and administrative expenses

 

3

 

(920

)

1,930

 

6,866

 

Intangibles amortization

 

 

1,031

 

11,000

 

5,294

 

Interest and other expense, net

 

7,333

 

80

 

11,280

 

54

 

Loss before income taxes

 

(7,242

)

(4,084

)

(26,410

)

(13,794

)

Provision for (benefit from) income taxes

 

6

 

(55

)

(959

)

(365

)

Net loss of discontinued operations

 

$

(7,248

)

$

(4,029

)

$

(25,451

)

$

(13,429

)

 

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Interest and other expense, net include the loss on sale of the businesses discussed above.

 

The current and non-current assets and liabilities of discontinued operations were as follows:

 

 

 

As of

 

 

 

March 31, 2012

 

 

 

(In thousands)

 

Accounts receivable, net

 

$

9,222

 

Inventories

 

11,002

 

Other current assets

 

1,418

 

Total current assets of discontinued operations

 

$

21,642

 

 

 

 

 

Property and equipment, net

 

$

30,377

 

Goodwill and other intangibles, net

 

11,000

 

Other assets

 

40

 

Total non-current assets of discontinued operations

 

$

41,417

 

 

 

 

 

Accounts payable

 

$

14,455

 

Other current liabilities

 

10,399

 

Total current liabilities of discontinued operations

 

$

24,854

 

 

As of December 31, 2012, there were no significant assets or liabilities attributable to discontinued operations.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Unless otherwise specifically stated, references in this report to “Flextronics,” “the Company,” “we,” “us,” “our” and similar terms mean Flextronics International Ltd. and its subsidiaries.

 

This report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. The words “expects,” “anticipates,” “believes,” “intends,” “plans” and similar expressions identify forward-looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this Form 10-Q with the Securities and Exchange Commission. These forward-looking statements are subject to risks and uncertainties, including, without limitation, those risks and uncertainties discussed in this section, as well as any risks and uncertainties discussed in Part II, Item 1A, “Risk Factors” of this report on Form 10-Q, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended March 31, 2012. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, our future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements.

 

OVERVIEW

 

We are a leading global provider of vertically-integrated advanced design, manufacturing and services to OEMs of a broad range of electronics products in the following markets: HRS, which is comprised of our medical, automotive, and defense and aerospace businesses; HVS, which includes our mobile devices business, including smart phones, consumer electronics, including game consoles, high-volume computing business, including notebook PC, tablets, printers, and our ODM PC business which we exited in fiscal 2012; IEI, which is comprised of large household appliances, equipment, and our emerging industries businesses; and INS, which includes our telecommunications infrastructure, data networking, connected home, and server and storage businesses.

 

We provide a full range of vertically-integrated global supply chain services through which we can design, build, ship and service a complete packaged product for our customers. Customers leverage our services to meet their product requirements throughout the entire product life cycle. Our vertically-integrated service offerings include: design services; rigid printed circuit board and flexible circuit board fabrication; systems assembly and manufacturing; logistics; after-sales services; supply chain management software solutions and component product offerings such as power supplies for computing and other electronic devices.

 

We use a portfolio management approach to manage our extensive service offering. As our OEM customers change in the way they go to market, we reorganize and rebalance our business portfolio in order to align with our customers and to optimize our operating results. As part of our portfolio management strategy, we have decreased the percentage of our revenue from our HVS businesses, which has lower margins with our exit from our ODM PC business and a reduction of concentration of business with a well known smart phone OEM, and increased the percentage of our revenue from our more complex and higher margin non-HVS businesses. For the nine-month period ended December 31, 2012, the impact from our exit of our ODM PC business and the reduction of business with our largest smart phone OEM has resulted in shifting the mix of our revenue to comprise a greater proportion of non-HVS businesses.

 

During fiscal 2013, we have launched multiple new programs broadly across our portfolio of services, and, in some instances, we are deploying new technologies.  These new programs continue to increase in complexity in order to provide competitive advantages to our customers.  We anticipate these programs ramping to an increase in volume production in early fiscal 2014.  Until we achieve higher levels of revenue, we expect that our gross margin and operating margin may be negatively impacted as profitability normally lags revenue growth due to incremental start-up costs, operational inefficiencies, under-absorbed overhead costs and lower manufacturing program volumes while in the ramp phase.  We expect that our margins will improve over time as the revenue increases due to increased volumes for these programs.

 

In response to a challenging macroeconomic environment, we initiated certain restructuring activities intended to improve our operational efficiencies by reducing excess workforce and capacity.  The restructuring activities are targeted at rationalizing our global manufacturing capacity and infrastructure and will result in a further shift of manufacturing capacity to locations with higher efficiencies.   During the three-month period ended December 31, 2012, we recognized $102.7 million of pre-tax restructuring charges comprised of $20.6 million of cash charges predominantly related to employee severance costs and $82.1 million of non-cash charges primarily related to asset impairment charges.  We expect to recognize an additional $100 million to $125 million in pre-tax restructuring charges in our fourth quarter of fiscal 2013, comprised primarily of cash charges associated with employee termination costs to be classified as a component of cost of sales.  We expect these restructuring activities will allow for potential savings through

 

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reduced employee expenses and lower operating costs and to yield annualized savings of $140 million to $160 million.  Refer to note 10 of our notes to condensed consolidated financial statements for further discussion.

 

During fiscal 2013, the Company finalized the sale of certain non-core businesses and received $22.6 million in proceeds, net of $1.0 million of cash sold.

 

The Company has reported the results of operations and financial position of these non-core businesses as discontinued operations within the condensed consolidated statements of operations and the condensed consolidated balance sheets for all periods presented as applicable. Loss from discontinued operations, net of tax, was $7.2 million and $25.5 million during the three-month and nine-month periods ended December 31, 2012, including $12.1 million for the loss on sale of these non-core businesses.  The data below, and discussion that follows, represent our results from continuing operations.

 

We are one of the world’s largest EMS providers, with revenues of $18.3 billion during the nine-month period ended December 31, 2012, and $29.4 billion in fiscal year 2012.  As of March 31, 2012, our total manufacturing capacity was approximately 26.7 million square feet.  We design, build, ship and service electronics products for our customers through a network of facilities in over 30 countries across four continents.  The following tables set forth net sales and net property and equipment, by country, based on the location of our manufacturing sites:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

Net sales:

 

December 31, 2012

 

December 31, 2011

 

December 31, 2012

 

December 31, 2011

 

 

 

(In thousands)

 

China

 

$

2,281,133

 

$

2,664,994

 

$

6,320,074

 

$

9,191,382

 

Mexico

 

854,847

 

1,113,294

 

2,664,847

 

3,004,005

 

U.S

 

632,151

 

780,466

 

1,927,923

 

2,291,430

 

Malaysia

 

575,522

 

796,129

 

1,919,945

 

2,107,442

 

Hungary

 

344,744

 

580,541

 

1,061,697

 

1,728,218

 

Other

 

1,434,924

 

1,533,923

 

4,379,671

 

4,650,587

 

 

 

$

6,123,321

 

$

7,469,347

 

$

18,274,157

 

$

22,973,064

 

 

 

 

As of

 

As of

 

Property and equipment, net:

 

December 31, 2012

 

March 31, 2012

 

 

 

(In thousands)

 

China

 

$

836,493

 

$

840,032

 

Mexico

 

303,371

 

309,325

 

U.S

 

224,623

 

132,944

 

Malaysia

 

166,650

 

170,990

 

Hungary

 

116,879

 

130,458

 

Other

 

527,429

 

492,693

 

 

 

$

2,175,445

 

$

2,076,442

 

 

We believe that the combination of our extensive design and engineering services, significant scale and global presence, vertically-integrated end-to-end services, advanced supply chain management, industrial campuses in low-cost geographic areas and operational track record provide us with a competitive advantage in the market for designing, manufacturing and servicing electronics products for leading multinational and regional OEMs.  Through these services and facilities, we offer our OEM customers the ability to simplify their global product development, manufacturing processes, and after sales services, and enable them to achieve meaningful time to market and cost savings.

 

Our operating results are affected by a number of factors, including the following:

 

·             changes in the macro-economic environment and related changes in consumer demand;

 

·             the mix of the manufacturing services we are providing, the number and size of new manufacturing programs, the degree to which we utilize our manufacturing capacity, seasonal demand, shortages of components and other factors;

 

·             the effects on our business when our customers are not successful in marketing their products, or when their products do not gain widespread commercial acceptance;

 

·             our components offerings which have required that we make substantial investments in the resources necessary to design and develop these products;

 

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·             our ability to achieve commercially viable production yields and to manufacture components in commercial quantities to the performance specifications demanded by our OEM customers;

 

·             the effects on our business due to our customers’ products having short product life cycles;

 

·             our customers’ ability to cancel or delay orders or change production quantities;

 

·             our customers’ decision to choose internal manufacturing instead of outsourcing for their product requirements;

 

·    our exposure to financially troubled customers; and

 

·             integration of acquired businesses and facilities.

 

Our business has been subject to seasonality primarily due to our HVS market, which includes our mobile and consumer devices businesses which historically exhibit particular strength during our second and third fiscal quarters in connection with the holiday season.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and assumptions.

 

Refer to the accounting policies under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012, where we discuss our more significant judgments and estimates used in the preparation of the condensed consolidated financial statements.

 

RESULTS OF OPERATIONS

 

The following table sets forth, for the periods indicated, certain statements of operations data expressed as a percentage of net sales. The financial information and the discussion below should be read in conjunction with the condensed consolidated financial statements and notes thereto included in this document. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2012 Annual Report on Form 10-K.

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

 

 

December 31,
2012

 

December 31,
2011

 

December 31,
2012

 

December 31,
2011

 

Net sales

 

100.0

%

100.0

%

100.0

%

100.0

%

Cost of sales

 

94.4

 

94.8

 

94.2

 

95.0

 

Restructuring charges

 

1.6

 

 

0.5

 

 

Gross profit

 

4.0

 

5.2

 

5.3

 

5.0

 

Selling, general and administrative expenses

 

3.4

 

3.3

 

3.2

 

2.9

 

Intangible amortization

 

0.1

 

0.2

 

0.1

 

0.2

 

Restructuring charges

 

0.1

 

 

 

 

Interest and other expense (income), net

 

(0.3

)

0.1

 

 

0.1

 

Income from continuing operations before income taxes

 

0.7

 

1.6

 

2.0

 

1.8

 

Provision for income taxes

 

0.2

 

0.2

 

0.2

 

0.2

 

Income from continuing operations

 

0.5

 

1.4

 

1.8

 

1.6

 

Loss from discontinued operations, net of tax

 

(0.1

)

(0.1

)

(0.1

)

(0.1

)

Net income

 

0.4

%

1.3

%

1.7

%

1.5

%

 

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Table of Contents

 

Net sales

 

The following table sets forth net sales by market:

 

 

 

Three-Month Periods Ended

 

Nine-Month Periods Ended

 

Market:

 

December 31, 2012

 

December 31, 2011

 

December 31, 2012

 

December 31, 2011

 

 

 

(In thousands)

 

Integrated Network Solutions

 

$

2,744,106

 

$

2,808,682

 

$

8,238,701

 

$

8,635,204

 

High Velocity Solutions

 

1,727,631

 

3,106,273

 

5,066,055

 

9,581,233

 

Industrial & Emerging Industries

 

937,426

 

963,920

 

2,928,185

 

3,044,077

 

High Reliability Solutions

 

714,158

 

590,472

 

2,041,216

 

1,712,550

 

 

 

$

6,123,321

 

$

7,469,347

 

$

18,274,157

 

$

22,973,064

 

 

Net sales during the three-month period ended December 31, 2012 totaled $6.1 billion, representing a decrease of approximately $1.4 billion, or 18.0%, from $7.5 billion during the three-month period ended December 31, 2011. The decline in net sales was primarily due to a $1.4 billion decrease in the HVS market, directly as a result of our strategy to rebalance our portfolio mix. As a part of this strategy, we exited the ODM PC business during fiscal 2012, which resulted in an approximately $0.2 billion reduction of sales, and reduced our concentration of business with a well known smart phone OEM, which resulted in an approximately $0.9 billion reduction of sales as compared with the three-month period ended December 31, 2011. Net sales decreased by $0.6 billion in Asia, $0.5 billion in the Americas, and $0.2 billion in Europe.

 

Net sales during the nine-month period ended December 31, 2012 totaled $18.3 billion, representing a decrease of approximately $4.7 billion, or 20.5%, from $23.0 billion during the nine-month period ended December 31, 2011. The decline in net sales was primarily due to a $4.5 billion decrease in the HVS market. Our exit from the ODM PC business during fiscal 2012 resulted in a $1.6 billion reduction of sales. Further, the decrease in our concentration of business with a well known smart phone OEM resulted in an approximately $1.7 billion reduction of sales in the HVS market as compared with the nine-month period ended December 31, 2011.  Net sales decreased by $3.1 billion in Asia, $0.9 billion in the Americas, and $0.6 billion in Europe.

 

Our ten largest customers during the three-month and nine-month periods ended December 31, 2012 accounted for approximately 49% and 48% of net sales, respectively. No customer accounted for greater than 10% of our net sales during the three-month and nine-month periods ended December 31, 2012.  Our ten largest customers during the three-month and nine-month periods ended December 31, 2011 accounted for approximately 55% and 57% of net sales, respectively.  Research In Motion accounted for greater than 10% of our net sales during the three-month and nine-month periods ended December 31, 2011.  Hewlett Packard accounted for greater than 10% of our net sales during the nine-month period ended December 31, 2011.

 

Gross profit

 

Gross profit is affected by a number of factors, including the number and size of new manufacturing programs, product mix, component costs and availability, product life cycles, unit volumes, pricing, competition, new product introductions, capacity utilization and the expansion and consolidation of manufacturing facilities. The flexible design of our manufacturing processes allows us to build a broad range of products in our facilities, which allows us to better utilize our manufacturing capacity. In the cases of new programs, profitability normally lags revenue growth due to product start-up costs, lower manufacturing program volumes in the start-up phase, operational inefficiencies, and under-absorbed overhead. Gross margin often improves over time as manufacturing program volumes increase, as our utilization rates and overhead absorption improves, and as we increase the level of vertically-integrated manufacturing services content. As a result of these various factors, our gross margin varies from period to period.

 

Gross profit during the three-month period ended December 31, 2012 decreased $139.2 million to $246.5 million, or 4.0% of net sales from $385.7 million, or 5.2% of net sales, during the three-month period ended December 31, 2011. Gross profit during the nine-month period ended December 31, 2012 decreased $188.4 million to $ 970.6 million, or 5.3% of net sales from $1.2 billion, or 5.0% of net sales, during the nine-month period ended December 31, 2011. Gross margins deteriorated 120 basis points in the three-month period ended December 31, 2012 compared to that of the three-month period ended December 31, 2011 primarily due to the restructuring charges amounting to $98.3 million, or 160 basis points, included in cost of sales in the third quarter of fiscal 2013.  During the three-month period ended December 31, 2012, our sales of products in the HVS market were significantly lower and comprised of a lower percentage of our total revenues, thereby increasing our gross margin as HVS products carry lower margins than the overall margins on the non-HVS business.  Despite the lower gross profit for the nine-month period ended December 31, 2012, the Company has experienced an increase in gross margin compared to the nine-month period ended December 31, 2011, attributable primarily to the more favorable product mix due to reductions of the HVS business which generates lower margins.

 

Restructuring charges

 

In response to a challenging macroeconomic environment, the Company initiated certain restructuring activities intended to improve its operational efficiencies by reducing excess workforce and capacity.  The restructuring activities are targeted at rationalizing the Company’s global manufacturing capacity and infrastructure and will result in a further shift of manufacturing

 

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Table of Contents

 

capacity to locations with higher efficiencies.   During the three-month period ended December 31, 2012, we recognized $102.7 million of pre-tax restructuring charges comprised of $20.6 million of cash charges predominantly related to employee severance costs and $82.1 million of non-cash charges primarily related asset impairment charges.  The restructuring charges by geographic region amounted to approximately $83.6 million in Asia, $17.9 million in Europe and $1.2 million in the Americas.  We classified approximately $98.3 million of these charges as a component of cost of sales and approximately $4.4 million of these charges as a component of selling, general and administrative expenses during the three-month period ended December 31, 2012.  As of December 31, 2012, accrued costs related to restructuring charges incurred were approximately $21.9 million, of which $20.2 million was classified as a current obligation. The Company expects to recognize an additional $100 million to $125 million in pre-tax restructuring charges in its fourth quarter of fiscal 2013, comprised primarily of cash charges associated with employee termination costs to be classified as a component of cost of sales.  The Company expects these restructuring activities will allow for potential savings through reduced employee expenses and lower operating costs and to yield annualized savings of $140 million to $160 million.

 

Refer to note 10 to the condensed consolidated financial statements for further discussion of our restructuring activities.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses (“SG&A”) amounted to $207.2 million, or 3.4% of net sales, during the three-month period ended December 31, 2012, decreasing $37.6 million from $244.8 million, or 3.3% of net sales, during the three-month period ended December 31, 2011. SG&A was $589.8 million, or 3.2% of net sales, during the nine-month period ended December 31, 2012, decreasing $77.2 million from $667.0 million, or 2.9% of net sales, during the nine-month period ended December 31, 2011. The decrease in SG&A in dollars for the three-month and nine-month periods ended December 31, 2012 was primarily due to elimination of costs relating to our ODM PC business which we fully exited during fiscal year 2012.  SG&A expenses as a percentage of net sales increased primarily due to the combination of the lower revenues and the fixed nature of some of our SG&A expenses that are not directly driven by revenue generating activities.

 

Intangible amortization

 

Amortization of intangible assets decreased by $6.8 million during the three-month period ended December 31, 2012 to $6.1 million from $12.9 million for the three-month period ended December 31, 2011, and decreased by $15.3 million during the nine-month period ended December 31, 2012 to $21.2 million from $36.5 million for the nine-month period ended December 31 2011. The decrease for both periods was primarily due to the use of the accelerated method of amortization for certain customer-related intangibles, which results in decreasing expense over time, and also due to intangible assets that became fully amortized during the fiscal year 2012.

 

Interest and other expense (income), net

 

Interest and other expense (income), net was $17.1 million of income during the three-month period ended December 31, 2012 compared to $7.7 million of expense during the three-month period ended December 31, 2011, a change of $24.8 million that was primarily due to the fair value adjustment of $41.8 million of the Company’s warrants to purchase common shares of a supplier.  These fully-vested warrants, which are derivative instruments, are to be fair valued at each reporting date with gains or losses from changes in fair value recognized in the statements of operations. The fair value adjustment gain was partially off-set by a decrease in gains on foreign exchange transactions, impairment charges on investments, and a loss on the sale of an investment.  The decrease in gains on foreign exchange transactions is attributable to our cross-border foreign currency transactions and the revaluation of RMB denominated net asset positions of our U.S. dollar functional currency sites based in China.

 

Interest and other expense (income), net was $16.8 million of income during the nine-month period ended December 31, 2012 compared to $31.4 million of expense during the nine-month period ended December 31, 2011, a change of $48.2 million primarily due to the fair value adjustment of the warrants amounting to $64.8 million discussed above.

 

Income taxes

 

Certain of our subsidiaries have, at various times, been granted tax relief in their respective countries, resulting in lower income taxes than would otherwise be the case under ordinary tax rates. Refer to note 11, “Income Taxes,” of the notes to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012 for further discussion.

 

We have tax loss carryforwards attributable to operations for which we have recognized deferred tax assets.  Our policy is to provide a reserve against those deferred tax assets that in our estimation are not more likely than not to be realized. During the three-month period ended December 31, 2012, we released $10.5 million of such reserve related to deferred tax assets in our Brazilian operations.

 

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Table of Contents

 

The consolidated effective tax rate was 11.4% and 11.0% for the nine-month periods ended December 31, 2012 and December 31, 2011, respectively, and varies from the Singapore statutory rate of 17.0% as a result of the amount of earnings from different jurisdictions, operating loss carryforwards, income tax credits, changes in previously established valuation allowances for deferred tax assets based upon our current analysis of the realizability of these deferred tax assets, changes in liabilities for uncertain tax positions, as well as certain tax holidays and incentives granted to our subsidiaries primarily in China, Malaysia, Israel, Poland and Singapore. We generate most of our revenues and profits from operations outside of Singapore. We currently do not anticipate a significant impact to our fiscal 2013 year effective rate as a result of changes to the mix in revenues and operating profits between taxing jurisdictions.  The effective tax rate for the nine-month period ended December 31, 2012 is higher than the effective rate for the nine-month period ended December 31, 2011 primarily as a result of changes in the mix of revenues and operating profits between taxing jurisdictions, reversals of valuation allowances (as discussed above) and a net increase in liabilities for uncertain tax positions of $12.6 million which are all recorded on a discrete basis in the quarter in which circumstances change and indicate an adjustment to income tax assets or liabilities as required.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2012, we had cash and cash equivalents of approximately $1.7 billion and bank and other borrowings of approximately $2.1 billion. We also have a $1.5 billion revolving credit facility that expires in October 2016 under which there were no borrowings outstanding as of the end of the quarter.  As of December 31, 2012, we were in compliance with the covenants under each of our existing credit facilities.

 

Cash provided by operating activities was $1.0 billion during the nine-month period ended December 31, 2012. This resulted primarily from $304.1 million of net income for the period as adjusted to exclude approximately $430.2 million of net non-cash expenses for depreciation, amortization and other impairment charges, and $271.8 million from changes in our operating assets and liabilities.

 

For the quarterly periods indicated, certain key liquidity metrics were as follows:

 

 

 

Three-Month Periods Ended

 

 

 

December 31,
2012