FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2001 CELESTICA INC. (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH) 12 CONCORDE PLACE TORONTO, ONTARIO CANADA, M3C 3R8 (416) 448-5800 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F -- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X -- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
CELESTICA INC. FORM 6-K MONTH OF FEBRUARY 2001 Filed with this Form 6-K is the following: - Press release of Celestica Inc. dated January 31, 2001, the text of which is attached hereto as Exhibit 1 and is incorporated herein by reference. EXHIBIT 99.1 - Press release dated January 31, 2001
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CELESTICA INC. Date: February 1, 2001 BY: /s/ Elizabeth DelBianco Name: Elizabeth DelBianco Title: Vice President & General Counsel
EXHIBIT INDEX EXHIBIT DESCRIPTION SEQUENTIAL PAGE NO. - ------- ----------- ------------------- 99.1 Press release dated 5 January 31, 2001
Exhibit 99.1 FOURTH QUARTER RESULTS Wednesday, January 31, 2001 (All amounts in U.S. dollars. Per share information based on fully diluted shares outstanding unless noted otherwise. Historical per share information reflects the impact of the December 1999 two-for-one stock split, retroactively applied) CELESTICA ANNOUNCES RECORD FOURTH QUARTER AND YEAR-END RESULTS HIGHLIGHTS Fourth Quarter 1999 2000 Change - -------------- ---- ---- ------ Revenue $1.6B $3.4B +114% Adjusted Net Earnings $41M $117M +185% Adjusted EPS $0.22 $0.52 +136% Full Year 1999 2000 Change - --------- ---- ---- ------ Revenue $5.3B $9.8B +84% Adjusted Net Earnings $123M $304M +147% Adjusted EPS $0.71 $1.44 +103% TORONTO, Canada - Celestica Inc. (NYSE, TSE: CLS), a world leader in electronics manufacturing services (EMS), today announced financial results for the fourth quarter and year ended December 31, 2000. REVENUE for the three months ended December 31, 2000 was $3,448 million, up 114 per cent from $1,609 million in the fourth quarter of 1999, and up 33 per cent sequentially from the third quarter of 2000. The revenue increase was driven by strong growth in all geographies, strength in key end-markets such as communications and servers, solid performance from recent strategic acquisitions and an improved component environment. ADJUSTED NET EARNINGS, which exclude the after-tax impact of amortization of intangible assets and integration costs related to acquisitions, increased 185 per cent to $117.0 million, compared to $41.0 million in the fourth quarter of 1999, and up 39 per cent from the third quarter this year. The year-over-year and sequential improvements resulted from the strong revenue growth and continued operating margin expansion in all three of the company's operating geographies. ADJUSTED NET EARNINGS PER SHARE rose 136 per cent to $0.52 per share compared to $0.22 per share for the same period in 1999 and exceeded revenue growth rates. Sequentially, adjusted net earnings per share rose 33 per cent from the third quarter in 2000. more...
2 NET EARNINGS increased 219 per cent to $83.5 million, or $0.38 per share, compared to $26.2 million or $0.14 per share in the fourth quarter of 1999. FOR THE FULL YEAR ended December 31, 2000, revenue was $9,752 million, up 84 per cent from $5,297 million in 1999. Adjusted net earnings were $304 million, up 147 per cent from $123.0 million compared to last year. Adjusted net earnings per share were $1.44, up 103 per cent from $0.71 for the same period last year. Net earnings were $206.7 million or $0.99 per share compared to $68.4 million or $0.40 per share last year. "Celestica's strong fourth quarter results reflect the company's diversified position with its high-quality customer and end-market base, an improved component environment as well as exceptional execution by our global manufacturing teams," said Eugene Polistuk, president and CEO, Celestica Inc. "We are particularly pleased that despite absorbing such significant growth rates in the fourth quarter, Celestica continued to show gains in operating efficiencies reflected in expanding margins, increased working capital velocity and overall improved returns on capital." "As the company moves forward, we see ongoing strength in outsourcing as customers look to optimize their manufacturing solutions and leverage Celestica's strong global supply chain and advanced technology capabilities. Having virtually achieved our $10 billion revenue target one full-year ahead of plan, we feel we are well on our way to our new interim goal of $20 billion in revenue by 2003." FORWARD GUIDANCE The company announced its guidance for both revenue and earnings in 2001. This guidance does not include any impact from acquisitions other than what has already been announced by the company. FISCAL 2001: The company guidance for revenue for the full year is approximately $12.5-$13.0 billion in 2001 compared to $9.8 billion achieved in 2000. Guidance for adjusted earnings per share in 2001 is approximately $2.05-$2.10 compared to $1.44 achieved in 2000. FIRST QUARTER 2001: In the first quarter, the company guidance for revenue is approximately $2.6-$2.7 billion. Guidance for adjusted earnings per share is approximately $0.38-$0.40 in the first quarter. The guidance in the first quarter reflects the seasonal sales and earnings pattern the company experiences from the fourth quarter to the first quarter, based on the company's participation in the high-end server and communications end-markets. more...
3 ABOUT CELESTICA With more than 29,000 employees worldwide, Celestica operates 34 manufacturing and design facilities in the United States, Canada, Mexico, the United Kingdom, Ireland, Italy, the Czech Republic, Thailand, Hong Kong, China, Malaysia and Brazil. Celestica provides a broad range of services including design, prototyping, assembly, testing, product assurance, supply chain management, worldwide distribution and after-sales service. Its customers include industry leading original equipment manufacturers (OEMs), primarily in the information technology and communications sectors. For further information on Celestica, visit its website at http://www.celestica.com. The company's security filings can also be accessed at http://www.sedar.com and http://www.edgar-online.com. SAFE HARBOUR AND FAIR DISCLOSURE STATEMENT STATEMENTS CONTAINED IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISK AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING STATEMENTS. AMONG THE KEY FACTORS THAT COULD CAUSE SUCH DIFFERENCES ARE: THE LEVEL OF OVERALL GROWTH IN THE ELECTRONICS MANUFACTURING SERVICES (EMS) INDUSTRY; LOWER-THAN-EXPECTED CUSTOMER DEMAND; COMPONENT CONSTRAINTS; VARIABILITY OF OPERATING RESULTS AMONG PERIODS; DEPENDENCE ON THE COMPUTER AND COMMUNICATIONS INDUSTRIES; DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS; AND THE ABILITY TO MANAGE EXPANSION, CONSOLIDATION AND THE INTEGRATION OF ACQUIRED BUSINESSES. THESE AND OTHER FACTORS ARE DISCUSSED IN THE COMPANY'S VARIOUS PUBLIC FILINGS AT www.sedar.com AND www.edgar-online.com. AS OF ITS DATE, THIS PRESS RELEASE CONTAINS ANY MATERIAL INFORMATION ASSOCIATED WITH THE COMPANY'S FOURTH QUARTER AND YEAR-END FINANCIAL RESULTS, AND REVENUE AND ADJUSTED EARNINGS GUIDANCE FOR 2001. Contacts: Laurie Flanagan Paul Carpino Corporate Communications Celestica Investor Relations (416) 448-2200 (416) 448-2211 flanagan@celestica.com clsir@celestica.com more...
4 CELESTICA INC. CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND RETAINED EARNINGS (DEFICIT) (IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 1999 2000 1999 2000 - ------------------------------------------------------------------------------------------------------------------ (UNAUDITED) (AUDITED) REVENUE $ 1,608,751 $ 3,447,720 $ 5,297,233 $ 9,752,075 --------------------------------------------------------------- --------------------------------------------------------------- Gross profit $ 120,373 $ 248,076 $ 382,559 $ 688,001 Selling, general and administrative expenses 61,305 109,449 202,215 326,052 Amortization of intangible assets 13,940 28,761 55,569 88,939 Integration costs related to acquisitions 4,366 5,690 9,616 16,103 Interest expense (income), net 2,207 (5,660) 10,669 (18,983) --------------------------------------------------------------- Earnings before income taxes 38,555 109,836 104,490 275,890 Provision for income taxes 12,338 26,361 36,064 69,211 --------------------------------------------------------------- Net earnings for the period 26,217 83,475 68,426 206,679 Retained earnings (deficit), beginning of period (10,009) 137,314 (52,218) 16,208 Convertible debt accretion, net of tax (note 2) - (3,277) - (5,375) --------------------------------------------------------------- Retained earnings, end of period $ 16,208 $ 217,512 $ 16,208 $ 217,512 --------------------------------------------------------------- --------------------------------------------------------------- Earnings per share - basic (1) $ 0.15 $ 0.39 $ 0.41 $ 1.01 --------------------------------------------------------------- --------------------------------------------------------------- Earnings per share - fully diluted (1) $ 0.14 $ 0.38 $ 0.40 $ 0.99 --------------------------------------------------------------- --------------------------------------------------------------- Weighted average number of shares outstanding (in 000's) - basic (1) 176,999 203,220 167,195 199,786 Weighted average number of shares outstanding (in 000's) - fully diluted (1) 189,291 228,532 178,428 217,907 --------------------------------------------------------------- --------------------------------------------------------------- (1)All historical share and per share information has been restated to reflect the effects of the two-for-one stock split on a retroactive basis. - ------------------------------------------------------------------------------- ADJUSTED NET EARNINGS (IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 1999 2000 1999 2000 - ------------------------------------------------------------------------------------------------------------------ Adjusted net earnings (2) $ 40,980 $ 116,873 $ 122,974 $ 304,062 Adjusted net earnings per share - basic (1) $ 0.23 $ 0.56 $ 0.74 $ 1.50 Adjusted net earnings per share - fully diluted (1) $ 0.22 $ 0.52 $ 0.71 $ 1.44 (1)All historical share and per share information has been restated to reflect the effects of the two-for-one stock split on a retroactive basis. (2)Adjusted net earnings exclude the after-tax effect of integration costs related to acquisitions and amortization of intangible assets. - ------------------------------------------------------------------------------- more...
5 CELESTICA INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS OF U.S. DOLLARS) AS AT DECEMBER 31, 1999 2000 ----------------------------------------------------------------------------- (AUDITED) ASSETS Current assets Cash and short-term investments $ 371,522 $ 883,757 Accounts receivable 700,775 1,785,716 Inventories 722,333 1,664,304 Other assets 56,683 187,187 ---------------- ---------------- 1,851,313 4,520,964 Capital assets 365,447 633,438 Intangible assets 367,553 578,272 Other assets 71,277 205,311 ---------------- ---------------- $ 2,655,590 $ 5,937,985 ---------------- ---------------- ---------------- ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 841,467 $ 2,249,342 Deferred income taxes 6,997 7,702 Current portion of long-term debt 2,654 1,364 ---------------- ---------------- 851,118 2,258,408 Long-term debt 131,543 130,581 Other liabilities 14,788 79,727 ---------------- ---------------- 997,449 2,468,716 Shareholders' equity Convertible debt (note 2) - 860,547 Capital stock (note 3) 1,646,077 2,395,414 Retained earnings 16,208 217,512 Foreign currency translation adjustment (4,144) (4,204) ---------------- ---------------- 1,658,141 3,469,269 ---------------- ---------------- $ 2,655,590 $ 5,937,985 ---------------- ---------------- ---------------- ---------------- more...
6 CELESTICA INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS OF U.S. DOLLARS) THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 1999 2000 1999 2000 - ---------------------------------------------------------------------------------------------------------------- (UNAUDITED) (AUDITED) CASH PROVIDED BY (USED IN) OPERATIONS Net earnings for the period $ 26,217 $ 83,475 $ 68,426 $ 206,679 Items not affecting cash: Depreciation and amortization 35,921 66,916 126,544 212,500 Other 6,644 5,465 2,342 (15,253) ---------------------------------------------------------------- Cash from earnings 68,782 155,856 197,312 403,926 Non-cash working capital changes (130,434) (2,534) (291,669) (489,052) ---------------------------------------------------------------- (61,652) 153,322 (94,357) (85,126) INVESTING Acquisitions, net of cash acquired (50,892) (12,024) (64,778) (634,684) Purchase of capital assets (56,621) (118,844) (211,831) (282,780) Other 818 (81,893) (648) (59,511) ---------------------------------------------------------------- (106,695) (212,761) (277,257) (976,975) FINANCING Bank indebtedness - - - (8,631) Repayment of long-term debt (1,615) (2,252) (9,978) (2,252) Issuance of share capital 488,320 784 758,176 766,583 Share issue costs (21,534) - (34,271) (26,788) Deferred financing costs (234) (29) (1,495) (143) Issuance of convertible debt - - - 862,865 Convertible debt issue costs - - - (19,405) Other 1,485 2,199 (1,017) 2,107 ---------------------------------------------------------------- 466,422 702 711,415 1,574,336 INCREASE (DECREASE) IN CASH 298,075 (58,737) 339,801 512,235 CASH, BEGINNING OF PERIOD 73,447 942,494 31,721 371,522 ---------------------------------------------------------------- CASH, END OF PERIOD $ 371,522 $ 883,757 $ 371,522 $ 883,757 ---------------------------------------------------------------- ---------------------------------------------------------------- SUPPLEMENTAL INFORMATION Paid during the period Interest $ 8,007 $ 7,893 $ 17,240 $ 15,944 Taxes $ 8,697 $ 14,234 $ 26,080 $ 55,019 NON-CASH FINANCING ACTIVITIES Convertible debt accretion, net of tax $ - $ 3,277 $ - $ 5,375 Cash is comprised of cash and short-term investments. more...
7 CELESTICA INC. NOTES TO CONSOLIDATED STATEMENTS (IN THOUSANDS OF U.S. DOLLARS) 1. SEGMENTED INFORMATION: The Company's operations fall into one dominant industry segment, the electronics manufacturing services industry. The Company manages its operations, and accordingly determines its operating segments, on a geographic basis. The performance of geographic operating segments is monitored based on EBIAT (earnings before interest, amortization of intangible assets, income taxes, integration costs related to acquisitions and other charges). The Company monitors enterprise-wide performance based on adjusted net earnings, which is calculated as net earnings before amortization of intangible assets, and integration costs related to acquisitions, net of related income taxes. Inter-segment transactions are reflected at market value. The following is a breakdown of: revenue, EBIAT, adjusted net earnings and total assets by operating segment. Certain comparative information has been restated to reflect changes in the management of operating segments. THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 1999 2000 1999 2000 ---------------------------------------------- --------------- ---------------- --------------- ---------------- (UNAUDITED) (AUDITED) REVENUE Americas (1) $ 1,060,061 $ 2,048,442 $ 3,587,587 $ 6,272,362 Europe 355,469 1,186,142 1,108,615 2,823,268 Asia 230,151 408,790 710,164 1,141,925 Elimination of inter-segment revenue (36,930) (195,654) (109,133) (485,480) --------------- ---------------- --------------- ---------------- $ 1,608,751 $ 3,447,720 $ 5,297,233 $ 9,752,075 --------------- ---------------- --------------- ---------------- --------------- ---------------- --------------- ---------------- EBIAT Americas $ 32,160 $ 71,078 $ 114,168 $ 202,376 Europe 17,494 53,309 42,840 121,144 Asia 9,414 14,240 23,336 38,429 --------------- ---------------- --------------- ---------------- EBIAT 59,068 138,627 180,344 361,949 Interest income (expense), net (2,207) 5,660 (10,669) 18,983 Amortization of intangible assets (13,940) (28,761) (55,569) (88,939) Integration costs related to acquisitions (4,366) (5,690) (9,616) (16,103) --------------- ---------------- --------------- ---------------- Earnings before income taxes $ 38,555 $ 109,836 $ 104,490 $ 275,890 --------------- ---------------- --------------- ---------------- --------------- ---------------- --------------- ---------------- ADJUSTED NET EARNINGS $ 40,980 $ 116,873 $ 122,974 $ 304,062 --------------- ---------------- --------------- ---------------- --------------- ---------------- --------------- ---------------- AS AT DECEMBER 31, 1999 2000 --------------- ---------------- (AUDITED) TOTAL ASSETS Americas $ 1,755,682 $ 3,444,528 Europe 519,204 1,904,731 Asia 380,704 588,726 --------------- ---------------- $ 2,655,590 $ 5,937,985 --------------- ---------------- --------------- ---------------- (1) Revenue from Canadian operations was $568,398 and $815,559 for the three months ended December 31, 1999 and 2000, respectively and $2,226,978 and $3,006,576 for the year ended December 31, 1999 and 2000, respectively. more...
8 CELESTICA INC. NOTES TO CONSOLIDATED STATEMENTS (IN THOUSANDS OF U.S. DOLLARS) 2. CONVERTIBLE DEBT: In August 2000, Celestica issued Liquid Yield Option Notes (LYONs) with a principal amount at maturity of $1,813,550, payable August 1, 2020. The Company received gross proceeds of $862,865 and incurred $12,493 in underwriting commissions, net of tax of $6,912. No interest is payable on the LYONs and the issue price of the LYONs represents a yield to maturity of 3.75%. The LYONs are subordinated in right of payment to all existing and future senior indebtedness of the Company. The LYONs are convertible at any time at the option of the holder, unless previously redeemed or repurchased, into 5.6748 subordinate voting shares for each $1 principal amount at maturity. Holders may require the Company to repurchase all or a portion of their LYONs on August 2, 2005, August 1, 2010 and August 1, 2015 and the Company may redeem the LYONs at any time on or after August 1, 2005 (and, under certain circumstances, before that date). The Company is required to offer to repurchase the LYONs if there is a change in control or a delisting event. Generally, the redemption or repurchase price is equal to the accreted value of the LYONs. The Company may elect to pay the principal amount at maturity of the LYONs or the repurchase price that is payable in certain circumstances, in cash or subordinate voting shares or any combination thereof. Pursuant to Canadian GAAP, the LYONs are recorded as an equity instrument and bifurcated into a principal equity component (representing the present value of the notes) and an option component (representing the value of the conversion features of the notes). The principal equity component is accreted over the 20-year term through periodic charges to retained earnings. 3. OUTSTANDING SHARES: As at December 31, 2000, Celestica had outstanding 39,065,950 multiple voting shares, 164,320,437 subordinate voting shares and 17,153,891 options to acquire subordinate voting shares under Celestica's employee incentive plans. The multiple voting shares are convertible into subordinate voting shares on a one-for-one basis. In August 2000, Celestica issued LYONs (see note 2) which are convertible into 5.6748 subordinate voting shares of Celestica for each $1 principal amount at maturity or 10,291,534 subordinate voting shares. 4. SUBSEQUENT EVENT: In December 2000, the Company entered into agreements with Motorola Inc. of Schaumburg, Illinois to purchase the manufacturing assets in Dublin, Ireland and Mount Pleasant, Iowa. The purchase price is estimated to be approximately $70,000. At the same time, the Company entered into a strategic supply agreement. This acquisition is expected to close in the first quarter of 2001.
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