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 July 2003
001-14832
(COMMISSION FILE NUMBER)
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CELESTICA INC.
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
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1150 EGLINTON AVENUE EAST
TORONTO, ONTARIO
CANADA, M3C 1H7
(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 ______
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Indicate by check mark whether the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark whether the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in
this Form, is the registrant also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_________
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CELESTICA INC.
FORM 6-K
MONTH OF JULY 2003
Filed with this Form 6-K are the following:
o Management's Discussion and Analysis of Financial Conditions and Results of
Operations for the second quarter 2003, the text of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
o Celestica Inc.'s second quarter 2003 consolidated financial information, the
text of which is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
o Certification of Chief Executive Officer, the text of which is attached hereto
as Exhibit 99.3.
o Certification of Chief Financial Officer, the text of which is attached hereto
as Exhibit 99.4.
Exhibits 99.3 and 99.4 are not incorporated by reference into any of Celestica's
registration statements under the Securities Act of 1933, whether previously or
subsequently filed with, or submitted to, the Securities and Exchange Commission
by Celestica, or into any prospectuses included therein.
EXHIBITS
99.1 - Management's Discussion and Analysis for the Second Quarter 2003
99.2 - Consolidated Financial Information
99.3 - Certification of Chief Executive Officer
99.4 - Certification of Chief Financial Officer
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: July 29, 2003 BY: /s/ ELIZABETH L. DELBIANCO
------------------------------------------
Elizabeth L. DelBianco
Vice President & General Counsel
EXHIBIT INDEX
99.1 - Management's Discussion and Analysis for the Second Quarter 2003
99.2 - Consolidated Financial Information
99.3 - Certification of Chief Executive Officer
99.4 - Certification of Chief Financial Officer
Exhibit 99.1
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SECOND QUARTER 2003
THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE 2002 ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS AND THE JUNE 30, 2003 INTERIM CONSOLIDATED
FINANCIAL STATEMENTS. ALL DOLLAR AMOUNTS ARE EXPRESSED IN U.S. DOLLARS.
CERTAIN STATEMENTS CONTAINED IN THE FOLLOWING MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, INCLUDING,
WITHOUT LIMITATION, STATEMENTS CONTAINING THE WORDS BELIEVES, ANTICIPATES,
ESTIMATES, EXPECTS, AND WORDS OF SIMILAR IMPORT, CONSTITUTE FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE
AND INVOLVE RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS. THESE
RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO: THE CHALLENGES OF
EFFECTIVELY MANAGING OUR OPERATIONS DURING UNCERTAIN ECONOMIC CONDITIONS; THE
CHALLENGE OF RESPONDING TO LOWER-THAN-EXPECTED CUSTOMER DEMAND; THE EFFECTS OF
PRICE COMPETITION AND OTHER BUSINESS AND COMPETITIVE FACTORS GENERALLY AFFECTING
THE EMS INDUSTRY; OUR DEPENDENCE ON THE INFORMATION TECHNOLOGY AND
COMMUNICATIONS INDUSTRIES; OUR DEPENDENCE ON A LIMITED NUMBER OF CUSTOMERS AND
ON INDUSTRIES AFFECTED BY RAPID TECHNOLOGICAL CHANGE; COMPONENT CONSTRAINTS;
VARIABILITY OF OPERATING RESULTS AMONG PERIODS; AND THE ABILITY TO MANAGE OUR
RESTRUCTURING AND THE SHIFT OF PRODUCTION TO LOWER COST GEOGRAPHIES. THESE AND
OTHER RISKS AND UNCERTAINTIES AND FACTORS ARE DISCUSSED IN THE COMPANY'S FILINGS
WITH THE CANADIAN SECURITIES COMMISSIONS AND THE U.S. SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE COMPANY'S ANNUAL REPORT ON FORM 20-F AND SUBSEQUENT
REPORTS ON FORM 6-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
WE DISCLAIM ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
OVERVIEW
Celestica is a world leader in providing electronics manufacturing
services to OEMs in the information technology, communications and other
industries. Celestica provides a wide variety of products and services to its
customers, including the high-volume manufacture of complex printed circuit
board assemblies and the full system assembly of final products. In addition,
the Company is a leading-edge provider of design, repair and engineering
services, supply chain management and power products. Celestica operates
facilities in the Americas, Europe and Asia.
During the past two years, the information technology and
communications end markets have experienced continuing weakness. Celestica's
revenue for 2002 was $8.3 billion, down 17% from $10.0 billion for 2001. The
reduced demand for OEM's products and services contributed to the decrease in
the Company's revenue and margins for 2002 and for the first half of 2003.
Historically, acquisitions have contributed significantly to the
Company's growth, with 2001 being the most active year for acquisitions, in
terms of the number of acquisitions closed and the total purchase price. Growth
from acquisitions in 2002 and 2003, to date, was minimal. Celestica continues to
evaluate acquisition opportunities and anticipates that acquisitions will
continue to contribute to its future growth.
In 2001, the Company announced its first restructuring plan in response
to the weakened end markets. The continued downturn into 2002 resulted in the
Company announcing its second restructuring plan. In January 2003, the Company
announced a further restructuring plan, which it expects to complete by the end
of 2003. The restructurings are focused on consolidating facilities and
increasing capacity in lower cost geographies. The Company expects that it will
have a better-balanced manufacturing footprint when all of the planned
restructuring actions are completed.
In the fourth quarter of 2002, Celestica recorded impairment losses, in
connection with its annual impairment tests of goodwill and long-lived assets.
Future impairment tests may result in additional impairment charges.
2
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Celestica prepares its financial statements in accordance with
generally accepted accounting principles (GAAP) in Canada with a reconciliation
to United States GAAP, as disclosed in note 22 to the 2002 Annual Consolidated
Financial Statements.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of
revenue and expenses during the reporting period. Significant accounting
policies and methods used in preparation of the financial statements are
described in note 2 to the 2002 Annual Consolidated Financial Statements and
updated in note 2 to the June 30, 2003 Interim Consolidated Financial
Statements. The Company evaluates its estimates and assumptions on a regular
basis, based on historical experience and other relevant factors. Significant
estimates are used in determining, but not limited to, the allowance for
doubtful accounts, inventory valuation, income tax valuation allowances, the
fair value of reporting units for purposes of goodwill impairment tests, the
useful lives and valuation of intangible assets, and restructuring charges.
Actual results could differ materially from those estimates and assumptions.
REVENUE RECOGNITION:
Celestica derives most of its revenue from OEM customers. The
contractual agreements with its key customers generally provide a framework for
its overall relationship with the customers. Celestica recognizes product
revenue upon shipment to the customer as performance has occurred, all customer
specified acceptance criteria have been tested and met, and the earnings process
is considered complete. Actual production volumes are based on purchase orders
for the delivery of products. These orders typically do not commit to firm
production schedules for more than 30 to 90 days in advance. Celestica minimizes
its risk relative to its inventory by ordering materials and components only to
the extent necessary to satisfy existing customer orders. Celestica is largely
protected from the risk of inventory cost fluctuations as these costs are
generally passed through to customers.
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
Celestica records an allowance for doubtful accounts related to
accounts receivable that are considered to be impaired. The allowance is based
on the Company's knowledge of the financial condition of its customers, the
aging of the receivables, current business environment, customer and industry
concentrations, and historical experience. A change to these factors could
impact the estimated allowance and the provision for bad debts recorded in
selling, general and administrative expenses.
INVENTORY VALUATION:
Celestica values its inventory on a first-in, first-out basis at the
lower of cost and replacement cost for production parts, and at the lower of
cost and net realizable value for work in progress and finished goods.
Celestica regularly adjusts its inventory valuation based on shrinkage and
management's estimates of net realizable value, taking into consideration
factors such as inventory aging, future demand for the inventory, and the
nature of the contractual agreements with customers and suppliers, including
the ability to return inventory to them. A change to these assumptions could
impact the valuation of inventory and have a resulting impact on margins.
INCOME TAX VALUATION ALLOWANCE:
Celestica records a valuation allowance against deferred income tax
assets when management believes it is more likely than not that some portion or
all of the deferred income tax assets will not be realized. Management
considers factors such as the reversal of deferred income tax liabilities,
projected future taxable income, the character of the income tax asset and tax
planning strategies. A change to these factors could impact the estimated
valuation allowance and income tax expense.
3
GOODWILL:
Celestica performs its annual goodwill impairment tests in the fourth
quarter of each year, and more frequently if events or changes in circumstances
indicate that an impairment loss may have been incurred. Impairment is tested
at the reporting unit level by comparing the reporting unit's carrying amount
to its fair value. The fair values of the reporting units are estimated using a
combination of a market approach and discounted cash flows. The process of
determining fair values is subjective and requires management to exercise
judgment in making assumptions about future results, including revenue and cash
flow projections at the reporting unit level, and discount rates. Celestica
recorded an impairment loss in the fourth quarter of 2002. Future goodwill
impairment tests may result in further impairment charges.
INTANGIBLE ASSETS:
Celestica performs its annual impairment tests on long-lived assets in
the fourth quarter of each year, and more frequently if events or changes in
circumstances indicate that an impairment loss may have been incurred.
Celestica estimates the useful lives of intangible assets based on the nature
of the asset, historical experience and the terms of any related supply
contracts. The valuation of intangible assets is based on the amount of future
net cash flows these assets are estimated to generate. Revenue and expense
projections are based on management's estimates, including estimates of current
and future industry conditions. A significant change to these assumptions could
impact the estimated useful lives or valuation of intangible assets resulting
in a change to amortization expense and impairment charges.
RESTRUCTURING CHARGES:
Celestica has recorded restructuring charges relating to facility
consolidations and workforce reductions. The restructuring charges include
employee severance and benefit costs, costs related to leased facilities that
will be abandoned or subleased, owned facilities which are no longer used and
will be held for disposition, cost of leased equipment that has or will be
abandoned, impairment of owned equipment that will be held for disposition, and
impairment of related intangible assets, primarily intellectual property. The
recognition of these charges requires management to make certain judgments and
estimates regarding the nature, timing and amount associated with these plans.
The estimates of future liability may change, requiring additional
restructuring charges or a reduction of the liabilities already recorded. At
the end of each reporting period, the Company evaluates the appropriateness of
the remaining accrued balances.
Costs associated with restructuring activities initiated prior to
January 1, 2003 were recorded in compliance with FASB's Emerging Issues Task
Force No. 94-3. Costs associated with restructuring activities initiated on or
after January 1, 2003 are recorded in accordance with CICA Emerging Issues
Committee Abstracts EIC-134, "Accounting for Severance and Termination
Benefits," and EIC-135, "Accounting for Costs Associated with Exit and Disposal
Activities."
ACQUISITION HISTORY
A significant portion of Celestica's growth in prior years was
generated by strengthening its customer relationships and increasing the breadth
of its service offerings through asset and business acquisitions. The Company
focused on investing strategically in acquisitions that better positioned the
Company for future outsourcing opportunities. Celestica's most active year for
acquisitions was 2001. The historical pace of Celestica's acquisitions did not
continue in 2002 or in 2003, to date, and may not continue in the future.
As a result of the continued downturn in the economy, some of the sites
acquired in prior years have been impacted by the Company's restructuring
actions. Supply agreements entered into in connection with certain acquisitions
were also affected by order cancellations and reschedulings as base-business
volumes have decreased. See discussion below in "Results of Operations."
2002 ASSET ACQUISITIONS:
In March 2002, the Company acquired certain assets located in Miyagi
and Yamanashi, Japan from NEC Corporation and signed a five-year supply
agreement. In August 2002, the Company acquired certain assets from
4
Corvis Corporation in the United States and signed a multi-year supply
agreement. The aggregate purchase price for these acquisitions in 2002 of $111.0
million was financed with cash and allocated to the net assets acquired, based
on their relative fair values at the date of acquisition.
Celestica may at any time be engaged in ongoing discussions with
respect to several possible acquisitions of widely-varying sizes, including
small single facility acquisitions, significant multiple facility acquisitions
and corporate acquisitions. Celestica has identified several possible
acquisitions that would enhance its global operations, increase its penetration
in several industries and establish strategic relationships with new customers.
There can be no assurance that any of these discussions will result in a
definitive purchase agreement and, if they do, what the terms or timing of any
agreement would be. Celestica expects to continue any current discussions and
actively pursue other acquisition opportunities.
RESULTS OF OPERATIONS
Celestica's annual and quarterly operating results vary from period to
period as a result of the level and timing of customer orders, fluctuations in
materials and other costs and the relative mix of value-add products and
services. The level and timing of customers' orders will vary due to customers'
attempts to balance their inventory, changes in their manufacturing strategies,
variation in demand for their products and general economic conditions.
Celestica's annual and quarterly operating results are also affected by capacity
utilization, geographic manufacturing mix and other factors, including price
competition, manufacturing effectiveness and efficiency, the degree of
automation used in the assembly process, the ability to manage labour, inventory
and capital assets effectively, the timing of expenditures in anticipation of
forecasted sales levels, the timing of acquisitions and related integration
costs, customer product delivery requirements, shortages of components or
labour, the costs of transferring and ramping up programs, and other factors.
Weak end-market conditions began to emerge in early to mid-2001 and have
continued to weaken for the communications and information technology
industries. This has resulted in customers rescheduling or canceling orders
which has negatively impacted Celestica's results of operations.
The table below sets forth certain operating data expressed as a
percentage of revenue for the periods indicated:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
--------- --------- --------- -------
Revenue..................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales............................... 92.8 96.9 92.9 96.1
----- ----- ----- -----
Gross profit................................ 7.2 3.1 7.1 3.9
Selling, general and administrative expenses 3.4 3.7 3.4 3.8
Research and development costs.............. 0.2 0.3 0.2 0.2
Amortization of intangible assets........... 1.0 0.8 0.9 0.8
Integration costs related to acquisitions... 0.4 - 0.3 -
Other charges............................... - 1.4 - 0.6
----- ----- ----- -----
Operating income (loss)..................... 2.2 (3.1) 2.3 (1.5)
Interest expense (income), net.............. 0.0 (0.1) 0.1 (0.2)
----- ------ ----- ------
Earnings (loss) before income taxes......... 2.2 (3.0) 2.2 (1.3)
Income taxes................................ 0.4 (0.5) 0.4 (0.2)
----- ------ ----- ------
Net earnings (loss)......................... 1.8% (2.5)% 1.8% (1.1)%
====== ======= ====== =======
REVENUE
Revenue decreased 29%, to $1.6 billion for the three months ended June
30, 2003 from $2.2 billion for the same period in 2002, primarily due to a
reduction in volumes as a result of the prolonged weakened end-market
conditions. Excess capacity in the EMS industry continued to exert pressures on
pricing for components and services, also reducing revenue. Revenue for the six
months ended June 30, 2003 decreased 28%, to $3.2 billion from $4.4 billion for
the same period in 2002. The visibility of end-market conditions remains
limited.
Celestica manages its operations on a geographic basis. The three
reporting segments are the Americas, Europe and Asia. Revenue from the Americas
operations was $0.8 billion for the three months ended June 30, 2003, a decrease
of 40% from the same period in 2002, and decreased 42% to $1.6 billion for the
six months ended June 30, 2003 compared to the same period in 2002. Revenue from
European operations was $0.3 billion for the three months ended June 30, 2003, a
decrease of 28% from the same period in 2002, and decreased 28% to $0.7 billion
for the six months ended June 30, 2003 compared to the same period in 2002. The
Americas and European operations
5
have been hardest hit by customer cancellations and order delays because of the
downturn in end-market demand for their products. The Company has and continues
to execute its plan to reduce its manufacturing capacity in these geographies by
downsizing and/or closing facilities. In addition, the customers' continued
demands for significantly lower product manufacturing costs has resulted in the
transfer of programs from higher cost geographies to lower cost geographies,
further reducing revenue in these higher cost geographies. Revenue from Asian
operations was $0.5 billion for the three months ended June 30, 2003, flat
compared to the same period in 2002, and increased 14% to $1.1 billion for the
six months ended June 30, 2003 compared to the same period in 2002. End market
softening and pricing pressures have also impacted the Asian operations. For the
six month period comparison, the Asian operations benefited from the
flow-through of the acquisition in Japan, which closed March 31, 2002.
Sequentially, revenue increased 1% compared to the first quarter of
2003.
The following represents the end-market industries as a percentage of
revenue for the indicated periods:
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 2003 MARCH 31, 2003
------------------- -------------------
Enterprise communications......... 26% 24%
Telecommunications................ 22% 23%
Servers........................... 22% 22%
Storage........................... 11% 14%
Other............................. 10% 9%
Workstations and PCs.............. 9% 8%
In the first quarter of 2003, the Company separated its Communications
end-market industry into Enterprise communications and Telecommunications. In
addition, Storage and Other were separated. The 2002 comparatives have not been
adjusted to reflect the new end-markets. The comparatives for the three months
ended June 30, 2002 are as follows: Communications - 46%; Servers - 27%; Storage
and other - 20%; and Workstations and PCs - 7%.
The following customers represented more than 10% of total revenue for
each of the indicated periods:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------- -------------------
2002 2003 2002 2003
---- ---- ---- ----
Sun Microsystems................ o o o o
IBM............................. o o o o
Lucent Technologies ............ o o o o
Cisco Systems................... o
Celestica's top ten customers represented in the aggregate 77%, of
total revenue for the three and six months ended June 30, 2003, compared to 86%
and 87%, respectively, for the same periods in 2002. There has been a steady
decline in revenue from the top 10 customers over the past year, as they have
been hardest hit by the broad-based reductions in corporate spending for
information technology and communications infrastructure products. At the same
time, the Company has been focused on diversifying its customer base by adding
new customers in areas outside of the traditional communications and information
technology end markets, such as military and aerospace, automotive, industrial,
consumer and medical.
The Company is dependent upon continued revenue from its top customers.
There can be no assurance that revenue from these or any other customers will
not decrease in absolute terms or as a percentage of total revenue either
individually or as a group. Any material decrease in revenue from these or other
customers could have a material adverse effect on the Company's results of
operations. See notes 17 (concentration of risk) and 19 to the 2002 Annual
Consolidated Financial Statements.
GROSS PROFIT
Gross profit was $48.8 million for the three months ended June 30,
2003, a decrease of 70% from the same period in 2002. Gross margin decreased to
3.1% for the three months ended June 30, 2003 from 7.2% for the same period in
2002. Gross profit decreased 60% to $124.5 million for the six months ended June
30, 2003 compared to the same period in 2002. Gross margin decreased to 3.9% for
the six months ended June 30, 2003 from 7.1% for the same period in 2002. The
decrease in margins was due to the significant reduction in business volumes and
corresponding low utilization rates, industry pricing pressures, a change in the
mix of products manufactured, costs
6
of ramping new customer programs and costs of transferring programs to other
geographies. This decrease was offset in part by the benefits from the Company's
restructuring programs.
The European operations continue to be the most adversely affected by
lower utilization levels and higher fixed costs. Margins were impacted by volume
reductions and pricing pressures which tended to impact disproportionately,
their higher value-add products. Most of the planned restructuring actions for
the European operations have now been announced. The Company expects to realize
the benefits throughout the balance of the year. The Americas operations have
been affected by significant volume reductions, a change in the mix of products
manufactured, and by pricing pressures. The Asian operations have been affected
by a change in the mix of products manufactured, program ramping costs, and
overall pricing pressures.
Sequentially, gross margin decreased to 3.1% from 4.8% for the first
quarter of 2003. The decrease reflects a change in the mix of products
manufactured, continued pricing pressures, higher costs due to ramping of new
customer programs and higher program transfer costs.
For the foreseeable future, the Company's gross margin is expected to
be impacted by product mix, production efficiencies, utilization of
manufacturing capacity, geographic manufacturing mix, start-up and ramp-up
activities, new product introductions, pricing within the electronics industry,
cost structures at individual sites, and other factors. Over time, margins at
individual sites and for the Company as a whole are expected to fluctuate. Also,
the availability of labour and raw materials, which are subject to lead time and
other constraints, could possibly limit the Company's revenue growth.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (SG&A) expenses decreased 20%,
to $59.9 million (3.7% of revenue) for the three months ended June 30, 2003
from $75.0 million (3.4% of revenue) for the same period in 2002. SG&A
expenses decreased 19% for the six months ended June 30, 2003 to $119.6
million (3.8% of revenue) from $147.2 million (3.4% of revenue) for the same
period in 2002. SG&A as a percentage of revenue increased as certain elements
of expenses were fixed over this period. The decrease in SG&A, on an absolute
basis, reflects the benefits from the Company's restructuring programs and a
reduction in spending.
Sequentially, SG&A expenses remained essentially flat from the first
quarter of 2003.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs were $4.4 million (0.3% of revenue) for
the three months ended June 30, 2003 compared to $5.0 million (0.2% of revenue)
for the same period in 2002. R&D costs for the six months ended June 30, 2003
were $8.9 million, compared to $9.5 million for the same period of 2002.
AMORTIZATION OF INTANGIBLE ASSETS
Amortization of intangible assets decreased to $12.1 million for the
three months ended June 30, 2003 from $21.7 million for the same period in 2002.
Amortization of intangible assets decreased to $24.5 million for the six months
ended June 30, 2003 from $43.7 million for the same period in 2002. In the
fourth quarter of 2002, the Company recorded an impairment charge to write down
its intangible assets. As a result of the write down, the amortization expense
has decreased. The decrease in expense is partially offset by amortization of
intangible assets arising from the 2002 acquisitions.
INTEGRATION COSTS RELATED TO ACQUISITIONS
Integration costs related to acquisitions represent one-time costs
incurred within 12 months of the acquisition date, such as the costs of
implementing compatible information technology systems in newly acquired
operations, establishing new processes related to marketing and distribution
processes to accommodate new customers, and salaries of personnel directly
involved with integration activities. All of the integration costs incurred
related to newly acquired facilities, and not to the Company's existing
operations.
7
No integration costs were incurred for the three and six months ended
June 30, 2003 compared to $10.2 million and $14.1 million, respectively, for the
same periods in 2002. Integration costs vary from period to period due to the
timing of acquisitions and related integration activities.
OTHER CHARGES
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- ------------------------
2002 2003 2002 2003
------------ ------------ ------------ ----------
(in millions) (in millions)
2001 and 2002 restructuring adjustments..................... $ -- $ 16.3 $ -- $ 16.3
2003 restructuring.......................................... -- 5.3 -- 5.3
Gain on sale of surplus land................................ -- -- -- (1.6)
------ ------- ------ -------
$ -- $ 21.6 $ -- $ 20.0
====== ======= ====== =======
Further details of the other charges are included in note 13 to the
2002 Annual Consolidated Financial Statements and note 5 to the June 30, 2003
Interim Consolidated Financial Statements.
As of June 30, 2003, the Company has recorded charges in connection
with three separate restructuring plans in response to the economic climate.
These actions, which included reducing the workforce, consolidating facilities
and changing the number and location of production facilities, were largely
intended to align the Company's capacity and infrastructure to anticipated
customer demand, as well as to rationalize its footprint worldwide. The Company
recorded charges of $237.0 million for its 2001 restructuring and $383.5 million
for its 2002 restructuring, with minor adjustments as the Company executed its
plan. See note 5 to the June 30, 2003 Interim Consolidated Financial Statements.
The Company estimates the cost of the 2003 restructuring to be between $50.0
million to $70.0 million, to be recorded by the end of 2003, of which 80% is
expected to be cash costs. Cash outlays are funded from cash on hand.
The Company has and expects to continue to benefit from the
restructuring measures taken in prior years through reduced operating costs. The
Company has completed the major components of the 2001 restructuring plan,
except for certain long-term lease and other contractual obligations. The
Company expects to complete the 2002 restructuring actions by the end of 2003,
except for certain long-term lease and other contractual obligations.
INTEREST INCOME, NET
Interest income for the three and six months ended June 30, 2003
decreased to $2.9 million and $7.5 million, respectively, compared to $4.1
million and $7.8 million, respectively, for the same period in 2002. Although
interest was earned on higher cash balances, the interest rates were lower than
they were a year ago.
Interest expense decreased to $1.4 million and $2.7 million,
respectively, for the three and six months ended June 30, 2003 compared to $5.5
million and $10.9 million, respectively, for the same period in 2002, primarily
due to the redemption of the Senior Subordinated Notes in August 2002. Interest
expense is expected to decrease for 2003 as a result of the full-year effect of
the redemption.
INCOME TAXES
The income tax recovery for the three months ended June 30, 2003 was
$8.1 million compared to income tax expense of $8.3 million for the same period
in 2002, both periods reflecting an effective tax rate of 17%. Income tax
recovery for the six months ended June 30, 2003 was $7.5 million, compared to a
tax expense of $16.4 million for the same period in 2002, both periods
reflecting an effective tax rate of 17%.
The Company's effective tax rate is the result of the mix and volume of
business in lower tax jurisdictions within Europe and Asia. These lower tax
rates include tax holidays and tax incentives that Celestica has negotiated with
the respective tax authorities which expire between 2004 and 2012. Due to the
level of operating losses in Europe, the European restructuring charges in the
second half of the year, and the time period in which losses may be used under
European tax laws, the Company expects the effective tax rate for the second
half of 2003 to deviate from 17%.
8
The net deferred income tax asset as at June 30, 2003 of $293.2 million
($280.1 million as at March 31, 2003), arises from available income tax losses
and future income tax deductions. The Company's ability to use these income tax
losses and future income tax deductions is dependent upon the operations of the
Company in the tax jurisdictions in which such losses or deductions arose.
Management records a valuation allowance against deferred income tax assets when
management believes it is more likely than not that some portion or all of the
deferred income tax assets will not be realized. Based on the reversal of
deferred income tax liabilities, projected future taxable income, the character
of the income tax asset and tax planning strategies, management has determined
that a valuation allowance of $96.4 million is required in respect of its
deferred income tax assets as at June 30, 2003 ($85.4 million as at March 31,
2003). In order to fully utilize the net deferred income tax assets of $293.2
million, the Company will need to generate future taxable income of
approximately $835.2 million. Based on the Company's current projection of
taxable income for the periods in which the deferred income tax assets are
deductible, it is more likely than not that the Company will realize the benefit
of the net deferred income tax assets as at June 30, 2003.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended June 30, 2003, operating activities utilized
$100.2 million in cash, primarily for inventory and accounts payable and accrued
liabilities. For the six months ended June 30, 2003, operating activities
utilized $14.8 million in cash. In 2002, cash was generated from earnings and
lower working capital requirements.
Investing activities for the three and six months ended June 30, 2003
included capital expenditures of $29.4 million and $47.5 million, respectively.
Investing activities for the six months ended June 30, 2002 included capital
expenditures of $75.0 million and asset acquisitions of $102.9 million, offset
in part by proceeds from the sale-leaseback of machinery and equipment.
The Company continued to reduce the leverage on its balance sheet by
repurchasing Liquid Yield Option(TM) Notes (LYONs) in the open market. For
the three months ended June 30, 2003, LYONs with a principal amount at
maturity of $116.9 million, were repurchased at an average price of $519.30
per LYON, for a total of $60.7 million. A loss of $2.1 million, net of taxes
of $0.9 million, was recorded. See further details in note 10 to the 2002
Annual Consolidated Financial Statements and note 3 to the June 30, 2003
Interim Consolidated Financial Statements. The Company may, from time to
time, purchase additional LYONs in the open market. Through June 30, 2003,
the Company has repurchased LYONs, with a total principal amount at maturity
of $493.7 million, for cash of $237.1 million. At June 30, 2003, pursuant to
the pre-authorization by the board of directors, the Company can spend up to
an additional $112.9 million to repurchase LYONs. The amount and timing of
future purchases cannot be determined at this time.
In April 2003, Celestica amended its Normal Course Issuer Bid (NCIB)
to repurchase up to 10% of the public float, or 18.6 million subordinate
voting shares, for cancellation, over a period from August 1, 2002 to July
31, 2003. Under this program, shares are purchased at the market price at the
time of purchase. The number of shares to be repurchased during any 30-day
period may not exceed 2% of the outstanding subordinate voting shares. A copy
of the Notice relating to the NCIB may be obtained from Celestica, without
charge, by contacting the Company's Investor Relations Department at
clsir@celestica.com. For the three months ended June 30, 2003, the Company
- -------------------
repurchased 9.2 million subordinate voting shares at a weighted average price
of $13.09 per share. All of these transactions were funded with cash on hand.
A total of 17.9 million shares have been repurchased to June 30, 2003.
In July 2003, the Company announced that it intends to launch a new
NCIB upon expiry of its existing NCIB, to repurchase, at its discretion during
the 12 months ending July 31, 2004, up to an additional 10% of its public float.
This plan is subject to the approval of the Toronto Stock Exchange.
CAPITAL RESOURCES
At June 30, 2003, the Company had two credit facilities: a $500.0
million four-year revolving term credit facility and a $350.0 million revolving
term credit facility which expire in 2005 and 2004, respectively. The credit
facilities permit Celestica and certain designated subsidiaries to borrow funds
directly for general corporate purposes (including acquisitions) at floating
rates. Under the credit facilities: Celestica is required to maintain certain
financial ratios; its ability and that of certain of its subsidiaries to grant
security interests, dispose of assets, change
9
the nature of its business or enter into business combinations, is restricted;
and, a change in control is an event of default. No borrowings were outstanding
under the revolving credit facilities at June 30, 2003.
Celestica and certain subsidiaries have additional bank facilities
which total $55.1 million that are available for operating requirements.
Celestica believes that cash flow from operating activities, together
with cash on hand and borrowings available under its credit facilities, will be
sufficient to fund currently anticipated working capital, planned capital
spending and debt service requirements for the next 12 months. The Company
expects capital spending for 2003 to be in the range of 1.0% to 2.0% of revenue.
At June 30, 2003, Celestica had committed $22.9 million in capital expenditures.
In addition, Celestica regularly reviews acquisition opportunities and,
therefore, may require additional debt or equity financing.
The Company has an arrangement to sell up to $400.0 million in accounts
receivable under a revolving facility which is available until September 2004.
As of June 30, 2003, the Company generated cash from the sale of $320.3 million
in accounts receivable. The terms of the arrangement provide that the purchaser
may elect not to purchase receivables if Celestica's credit rating falls below a
specified threshold. Celestica's credit rating is significantly above that
threshold.
Celestica prices the majority of its products in U.S. dollars, and the
majority of its material costs are also denominated in U.S. dollars. However, a
significant portion of its non-material costs (including payroll, facilities
costs, and costs of locally sourced supplies and inventory) are denominated in
various currencies. As a result, Celestica may experience transaction and
translation gains or losses because of currency fluctuations. The Company has an
exchange risk management policy in place to control its hedging programs and
does not enter into speculative trades. At June 30, 2003, Celestica had forward
foreign exchange contracts covering various currencies in an aggregate notional
amount of $666.7 million with expiry dates up to December 2004, except for one
contract for $10.6 million that expires in January 2006. The fair value of these
contracts at June 30, 2003, was an unrealized gain of $51.2 million. Celestica's
current hedging activity is designed to reduce the variability of its foreign
currency costs and generally involves entering into contracts to trade U.S.
dollars for Canadian dollars, British pounds sterling, Mexican pesos, euros,
Thai baht, Singapore dollars, Brazilian reais, Japanese yen and Czech koruna at
future dates. In general, these contracts extend for periods of less than 19
months. Celestica may, from time to time, enter into additional hedging
transactions to minimize its exposure to foreign currency and interest rate
risks. There can be no assurance that such hedging transactions, if entered
into, will be successful. See note 2(n) to the 2002 Annual Consolidated
Financial Statements.
As at June 30, 2003, the Company has convertible instruments, the
LYONs, with an outstanding principal amount at maturity of $1,319.9 million
payable August 1, 2020. Holders of the instruments have the option to require
Celestica to repurchase their LYONs on August 2, 2005, at a price of $572.82 per
LYON, or a total of $756.1 million. The Company may elect to settle its
repurchase obligation in cash or shares, or any combination thereof. See further
details in note 10 to the 2002 Annual Consolidated Financial Statements.
CONTROLS AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer have evaluated
the Company's disclosure controls and procedures as of the end of the quarter,
and have concluded that such controls and procedures are effective.
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect such controls subsequent to the
date of their evaluation.
RECENT ACCOUNTING DEVELOPMENTS
IMPAIRMENT OF LONG-LIVED ASSETS AND COSTS ASSOCIATED WITH EXIT OR DISPOSAL
ACTIVITIES:
In August 2001, FASB approved SFAS No. 143, "Accounting for Asset
Retirement Obligations" and in October 2001, FASB issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." In December
2002, the CICA issued standards similar to SFAS No. 144. See notes 22(k) and
2(r) to the 2002 Annual Consolidated Financial Statements. In addition, in July
2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities," effective for exit or disposal activities that are
initiated after
10
December 31, 2002. See note 22(k) to the 2002 Annual Consolidated Financial
Statements. In June 2003, the CICA issued standards similar to SFAS No. 146. The
Company has adopted these standards effective January 1, 2003. See note 2 to the
June 30, 2003 Interim Consolidated Financial Statements.
GUARANTEES:
In November 2002, FASB issued FIN 45, "Guarantor's Accounting and
Disclosure Requirements." In December 2002, the CICA approved AcG-14 which
harmonizes Canadian GAAP to the disclosure requirements of FIN 45. See notes
22(k) and 2(r) to the 2002 Annual Consolidated Financial Statements.
CONSOLIDATION OF VARIABLE INTEREST ENTITIES:
In January 2003, FASB issued FIN 46, "Consolidation of Variable
Interest Entities." See note 22(k) to the 2002 Annual Consolidated Financial
Statements. In June 2003, the CICA issued standards similar to FIN 45, effective
for 2004.
Exhibit 99.2
CELESTICA INC.
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
DECEMBER 31 JUNE 30
2002 2003
-------------- ---------------
ASSETS
Current assets:
Cash and short-term investments................... $ 1,851.0 $ 1,454.8
Accounts receivable .............................. 785.9 632.2
Inventories ...................................... 775.6 834.9
Prepaid and other assets.......................... 115.1 159.4
Deferred income taxes............................. 36.9 38.8
--------------- ---------------
3,564.5 3,120.1
Capital assets ..................................... 727.8 692.2
Goodwill from business combinations ................ 948.0 948.0
Intangible assets................................... 211.9 187.3
Other assets ....................................... 354.6 387.5
--------------- ---------------
$ 5,806.8 $ 5,335.1
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................. $ 947.2 $ 911.2
Accrued liabilities............................... 475.4 369.3
Income taxes payable.............................. 24.5 42.2
Deferred income taxes............................. 21.5 21.4
Current portion of long-term debt ................ 2.7 3.2
--------------- ---------------
1,471.3 1,347.3
Long-term debt...................................... 4.2 1.8
Accrued pension and post-employment benefits ....... 77.2 83.5
Deferred income taxes............................... 46.2 57.5
Other long-term liabilities......................... 4.3 7.1
-------------- --------------
1,603.2 1,497.2
Shareholders' equity:
Convertible debt (note 3)......................... 804.6 680.4
Capital stock (note 4)............................ 3,670.6 3,383.0
Contributed surplus............................... 5.8 98.1
Deficit........................................... (294.7) (340.6)
Foreign currency translation adjustment........... 17.3 17.0
-------------- --------------
4,203.6 3,837.9
-------------- --------------
$ 5,806.8 $ 5,335.1
=============== ===============
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.
2
CELESTICA INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND RETAINED EARNINGS (DEFICIT)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- ----------
Revenue.............................................. $ 2,249.2 $ 1,598.4 $ 4,400.7 $ 3,185.7
Cost of sales........................................ 2,087.2 1,549.6 4,086.6 3,061.2
------------ ---------- --------- ----------
Gross profit......................................... 162.0 48.8 314.1 124.5
Selling, general and administrative expenses ........ 75.0 59.9 147.2 119.6
Research and development costs....................... 5.0 4.4 9.5 8.9
Amortization of intangible assets ................... 21.7 12.1 43.7 24.5
Integration costs related to acquisitions ........... 10.2 - 14.1 -
Other charges (note 5)............................... - 21.6 - 20.0
------------ ---------- --------- ----------
Operating income (loss).............................. 50.1 (49.2) 99.6 (48.5)
Interest on long-term debt........................... 5.5 1.4 10.9 2.7
Interest income, net................................. (4.1) (2.9) (7.8) (7.5)
------------ ---------- --------- ----------
Earnings (loss) before income taxes.................. 48.7 (47.7) 96.5 (43.7)
------------ ---------- --------- ----------
Income taxes:
Current expense.................................... 9.6 4.5 19.0 8.2
Deferred recovery.................................. (1.3) (12.6) (2.6) (15.7)
------------ ---------- --------- ----------
8.3 (8.1) 16.4 (7.5)
------------ ----------- --------- -----------
Net earnings (loss) for the period................... 40.4 (39.6) 80.1 (36.2)
Retained earnings (deficit), beginning of period..... 198.2 (295.4) 162.7 (294.7)
Convertible debt accretion, net of tax............... (4.4) (3.5) (8.6) (7.5)
Loss on repurchase of convertible debt (note 3)...... - (2.1) - (2.2)
------------ ---------- --------- ----------
Retained earnings (deficit), end of period........... $ 234.2 $ (340.6) $ 234.2 $ (340.6)
============ ========== ========== ==========
Basic earnings (loss) per share (note 7)............. $ 0.16 $ (0.18) $ 0.31 $ (0.15)
Diluted earnings (loss) per share (note 7)........... $ 0.15 $ (0.18) $ 0.30 $ (0.15)
Weighted average number of shares outstanding:
- basic (in millions)............................. 230.2 218.0 230.0 222.5
- diluted (in millions) (note 7).................. 236.0 218.0 236.5 222.5
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.
3
CELESTICA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- ---------
CASH PROVIDED BY (USED IN):
OPERATIONS:
Net earnings (loss) for the period ............. $ 40.4 $ (39.6) $ 80.1 $ (36.2)
Items not affecting cash:
Depreciation and amortization................. 77.5 56.4 156.5 112.6
Deferred income taxes......................... (1.3) (12.6) (2.6) (15.7)
Restructuring charges (note 5)................ - (4.9) - (4.9)
Other charges (note 5)........................ - - - (1.6)
Other........................................... 1.8 1.5 4.2 5.6
----------- ----------- ----------- -----------
118.4 0.8 238.2 59.8
----------- ----------- ----------- -----------
Changes in non-cash working capital items:
Accounts receivable........................... (31.4) 1.8 (19.7) 153.8
Inventories................................... 122.0 (28.8) 280.6 (56.8)
Prepaid and other assets...................... 24.6 (11.1) (12.4) (44.3)
Accounts payable and accrued liabilities...... (3.5) (62.4) 16.6 (142.4)
Income taxes payable.......................... 6.6 (0.5) 7.3 15.1
----------- ----------- ----------- -----------
Non-cash working capital changes.............. 118.3 (101.0) 272.4 (74.6)
----------- ----------- ----------- -----------
Cash provided by (used in) operations........... 236.7 (100.2) 510.6 (14.8)
----------- ----------- ----------- -----------
INVESTING:
Acquisitions, net of cash acquired............ - - (102.9) (0.5)
Purchase of capital assets.................... (48.9) (29.4) (75.0) (47.5)
Proceeds from sale of capital assets.......... 21.0 - 21.0 1.8
Other......................................... (0.1) (0.9) (0.1) (1.2)
----------- ----------- ----------- -----------
Cash used in investing activities............... (28.0) (30.3) (157.0) (47.4)
----------- ----------- ----------- -----------
FINANCING:
Bank indebtedness............................. (0.4) - (1.7) -
Repayment of long-term debt .................. (9.3) (0.8) (14.9) (1.9)
Deferred financing costs...................... (0.2) (0.2) (0.6) (0.4)
Repurchase of convertible debt (note 3)....... - (60.7) - (136.8)
Issuance of share capital..................... 1.4 1.1 4.6 3.3
Repurchase of capital stock (note 4).......... - (119.8) - (200.8)
Other......................................... 0.7 2.6 (0.1) 2.6
----------- ----------- ----------- -----------
Cash used in financing activities............... (7.8) (177.8) (12.7) (334.0)
----------- ----------- ----------- -----------
Increase (decrease) in cash..................... 200.9 (308.3) 340.9 (396.2)
Cash, beginning of period....................... 1,482.8 1,763.1 1,342.8 1,851.0
----------- ----------- ----------- -----------
Cash, end of period............................. $1,683.7 $ 1,454.8 $ 1,683.7 $ 1,454.8
============ =========== ============ ===========
Cash is comprised of cash and short-term investments.
Supplemental cash flow information (note 8)
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.
4
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
1. NATURE OF BUSINESS:
The primary operations of the Company consist of providing a full range of
electronics manufacturing services including design, prototyping, assembly,
testing, product assurance, supply chain management, worldwide distribution and
after-sales service to its customers primarily in the information technology and
communications industries. The Company has operations in the Americas, Europe
and Asia.
Celestica prepares its financial statements in accordance with generally
accepted accounting principles (GAAP) in Canada with a reconciliation to
accounting principles generally accepted in the United States, disclosed in note
22 to the 2002 annual consolidated financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES:
The disclosures contained in these unaudited interim consolidated financial
statements do not include all requirements of GAAP for annual financial
statements. These unaudited interim consolidated financial statements should be
read in conjunction with the 2002 annual consolidated financial statements.
These unaudited interim consolidated financial statements reflect all
adjustments, consisting only of normal recurring accruals, which are, in the
opinion of management, necessary to present fairly the financial position of the
Company as of June 30, 2003 and the results of operations and cash flows for the
three and six months ended June 30, 2002 and 2003.
These unaudited interim consolidated financial statements are based upon
accounting principles consistent with those used and described in the 2002
annual consolidated financial statements, except for the following:
(i) IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS:
Effective January 1, 2003, the Company early adopted the new CICA Handbook
Section 3063, "Impairment or Disposal of Long-Lived Assets" and the revised
Section 3475, "Disposal of Long-Lived Assets and Discontinued Operations," which
are consistent with U.S. GAAP. These Sections establish standards for
recognizing, measuring and disclosing impairment for long-lived assets
held-for-use, and for measuring and separately classifying assets
available-for-sale.
Previously long-lived assets were written down to net recoverable value if
the undiscounted future cash flows were less than net book value. Under the new
standard, assets must be classified as either held-for-use or
available-for-sale. Impairment losses for assets held-for-use are measured based
on discounted cash flows. Available-for-sale assets are measured based on
expected proceeds less direct costs to sell.
(ii) RESTRUCTURING CHARGES:
Effective January 1, 2003, the Company adopted the new CICA Emerging Issues
Committee Abstracts EIC-134, "Accounting for Severance and Termination
Benefits," and EIC-135, "Accounting for Costs Associated with Exit and Disposal
Activities," which establishes standards for recognizing, measuring and
disclosing costs relating to an exit or disposal activity. These standards are
similar to U.S. GAAP. The Company has applied the new standards to restructuring
plans initiated after January 1, 2003.
These EICs allow recognition of a liability for an exit or disposal
activity only when the costs are incurred and can be measured at fair value.
Previously, a commitment to an exit or disposal plan was sufficient to record
the majority of costs.
5
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
3. CONVERTIBLE DEBT
During the quarter, the Company paid $60.7 to repurchase Liquid Yield
OptionTM Notes (LYONs) with a principal amount at maturity of $116.9. For the
six months ended June 30, 2003, the Company paid $136.8 to repurchase LYONs with
a principal amount at maturity of $270.7. Pursuant to Canadian GAAP, the LYONs
are recorded as an equity instrument and bifurcated into a principal equity
component and an option component. See the description in note 10 to the 2002
annual consolidated financial statements. The loss on the repurchase of LYONs of
$2.1 for the quarter and $2.2 for the six months ended June 30, 2003, is charged
to retained earnings (deficit) and apportioned between the principal equity and
option components, based on their relative fair values compared to their
carrying values. Consistent with the treatment of the periodic accretion
charges, the amount relating to the principal equity component has been included
in the calculation of basic and diluted earnings (loss) per share. See note 7.
4. CAPITAL STOCK
In April 2003, the Company amended the terms of its Normal Course Issuer
Bid (which expires July 31, 2003), to increase the number of shares that may be
repurchased, at its discretion, to 18.6 million. Through June 30, 2003, the
Company has purchased a total of 17.9 million subordinate voting shares,
including 9.2 million subordinate voting shares repurchased during the quarter
at a weighted average price of $13.09 per share. Also see note 12.
5. OTHER CHARGES:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- ---------
2001 restructuring (a).............. $ - $ - $ - $ -
2002 restructuring (b).............. - 16.3 - 16.3
2003 restructuring (c).............. - 5.3 - 5.3
Gain on sale of surplus land........ - - - (1.6)
- - ------- --------
--------- -------- ------- --------
$ - $ 21.6 $ - $ 20.0
========= ======== ======= ========
(a) 2001 RESTRUCTURING:
The Company completed the major components of its 2001 restructuring plan
in 2002, except for certain long-term lease and other contractual obligations.
The following table details the activity through the accrued restructuring
liability:
LEASE AND
OTHER
CONTRACTUAL
OBLIGATIONS
-----------
Balance at March 31, 2003................................................................ $ 25.4
Cash payments............................................................................ (2.2)
----------
Balance at June 30, 2003................................................................. $ 23.2
==========
(b) 2002 RESTRUCTURING:
The Company announced a second restructuring plan in July 2002, that
focused on the consolidation of facilities and a workforce reduction. The
following table details the activity through the accrued restructuring
liability:
6
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
LEASE AND
EMPLOYEE OTHER FACILITY
TERMINATION CONTRACTUAL EXIT COSTS
COSTS OBLIGATIONS AND OTHER TOTAL
----- ----------- --------- -----
Balance at March 31, 2003................ $ 58.4 $ 41.0 $ 6.8 $ 106.2
Cash payments............................ (23.6) (12.1) (2.8) (38.5)
Adjustments.............................. 8.5 11.9 3.3 23.7
---------- ---------- ---------- ----------
Balance at June 30, 2003................. $ 43.3 $ 40.8 $ 7.3 $ 91.4
========== ========== ========== ==========
As of June 30, 2003, approximately 1,400 employee positions remain to be
terminated by the end of 2003. A total of 850 employees were terminated during
the quarter. The Company expects to complete the major components of its 2002
restructuring plan by the end of 2003, except for certain long-term lease and
other contractual obligations.
During the quarter, the Company adjusted its employee termination, lease
and other contractual, and facility exit and other costs, by a total of $23.7,
primarily due to settlement negotiations with third parties. The Company also
adjusted its non-cash charge against capital assets by $(7.4). Included in the
December 31, 2002 impairment charges were charges of $9.5 related to certain
capital assets that were classified as available for sale. In the second
quarter, the Company made amendments to its restructuring plans as a result of
new business wins and customer requirements, and brought these assets back into
use resulting in an $8.4 increase to the book value of the assets. The Company
also recorded additional impairment charges as a result of revised
recoverability estimates for other assets available for sale.
As of June 30, 2003, capital assets included $18.6 representing assets
available for sale.
(c) 2003 RESTRUCTURING:
In January 2003, the Company announced that it will further reduce its
manufacturing capacity. The Company expects to incur a charge of between $50.0
to $70.0. During the quarter, the Company recorded a charge of $5.3, comprised
of employee related costs and a non-cash charge of $2.5 to write-down certain
capital assets which were disposed of. The Company expects to incur the
remainder of the charges in the third and fourth quarters of 2003.
6. 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/loss before interest, amortization of intangible assets, integration
costs related to acquisitions, other charges and income taxes). Inter-segment
transactions are reflected at market value. The following is a breakdown by
reporting segment:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
---- ---- ---- ----
REVENUE
Americas....................................... $ 1,308.8 $ 783.8 $ 2,668.2 $ 1,553.1
Europe......................................... 480.6 344.1 950.9 680.5
Asia........................................... 533.4 538.1 934.1 1,063.6
Elimination of inter-segment revenue........... (73.6) (67.6) (152.5) (111.5)
----------- ----------- ----------- -----------
$ 2,249.2 $ 1,598.4 $ 4,400.7 $ 3,185.7
=========== =========== =========== ===========
7
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- ---------
EBIAT
Americas......................................... $ 44.1 $ 7.0 $ 84.4 $ 22.6
Europe........................................... 11.8 (33.7) 27.2 (59.1)
Asia............................................. 26.1 11.2 45.8 32.5
---------- ---------- ---------- ----------
82.0 (15.5) 157.4 (4.0)
Interest, net.................................... (1.4) 1.5 (3.1) 4.8
Amortization of intangible assets................ (21.7) (12.1) (43.7) (24.5)
Integration costs related to acquisitions........ (10.2) - (14.1) -
Other charges (note 5)........................... - (21.6) - (20.0)
---------- ---------- ---------- ----------
Earnings (loss) before income taxes.............. $ 48.7 $ (47.7) $ 96.5 $ (43.7)
========== ========== ========== ==========
AS AT JUNE 30
2002 2003
-------------- ---------
TOTAL ASSETS
Americas.................................................................... $ 3,381.5 $ 2,332.3
Europe...................................................................... 1,546.7 1,050.2
Asia........................................................................ 1,893.4 1,952.6
---------- ------------
$ 6,821.6 $ 5,335.1
========== ============
GOODWILL
Americas.................................................................... $ 245.0 $ 115.7
Europe...................................................................... 74.5 -
Asia........................................................................ 818.4 832.3
---------- ------------
$ 1,137.9 $ 948.0
========== ============
7. WEIGHTED AVERAGE SHARES OUTSTANDING AND EARNINGS (LOSS) PER SHARE:
The following table sets forth the calculation of basic and diluted
earnings (loss) per share:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- --------------- ----------
Numerator:
Net earnings (loss).......................... $ 40.4 $ (39.6) $ 80.1 $ (36.2)
Convertible debt accretion, net of tax....... (4.4) (3.5) (8.6) (7.5)
Gain on repurchase of convertible debt,
net of tax (1)............................. - 4.2 - 9.9
---------- ---------- ---------- ------------
Earnings (loss) available to common
shareholders............................... $ 36.0 $ (38.9) $ 71.5 $ (33.8)
Denominator:
Weighted average shares - basic (in
millions).................................. 230.2 218.0 230.0 222.5
Effect of dilutive securities (in millions):
Employee stock options (2)........... 5.8 - 6.5 -
Convertible debt (2) (3)............. - - - -
---------- ---------- ---------- ------------
Weighted average shares - diluted (in
millions).................................. 236.0 218.0 236.5 222.5
Earnings (loss) per share:
Basic........................................ $ 0.16 $ (0.18) $ 0.31 $ (0.15)
Diluted...................................... $ 0.15 $ (0.18) $ 0.30 $ (0.15)
(1) For the three and six months ended June 30, 2003, the gain on the
principal equity component of the convertible debt repurchase of $4.2
and $9.9, respectively, is included in the calculation of basic and
diluted earnings per share. See note 3.
(2) For the three and six months ended June 30, 2003, excludes the effect
of all options and convertible debt as they are anti-dilutive due to
the loss.
(3) For the three and six months ended June 30, 2002, excludes the effect
of the convertible debt as it is anti-dilutive.
8
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
8. SUPPLEMENTAL CASH FLOW INFORMATION:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- ---------
Paid during the period:
Interest........................................... $ 9.8 $ 2.4 $ 12.1 $ 4.2
Taxes.............................................. $ 6.7 $ 7.8 $ 11.5 $ 5.6
Non-cash financing activities:
Convertible debt accretion, net of tax .......... $ 4.4 $ 3.5 $ 8.6 $ 7.5
9. STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS:
In accordance with the CICA Handbook Section 3870, the Company discloses
pro forma net earnings (loss) and earnings (loss) per share information as if
the Company had accounted for employee stock options under the fair value
method. The Company has applied the pro forma disclosure provisions of the
standard to awards granted on or after January 1, 2002. The pro forma effect of
awards granted prior to January 1, 2002 has not been included.
The fair value of the options issued by the Company during the quarter was
determined using the Black-Scholes option pricing model. The Company used the
following weighted average assumptions in the quarter: risk-free rate of 3.5%;
dividend yield of 0%; a volatility factor of the expected market price of the
Company's shares of 70%; and an expected option life of 4.7 years. The weighted
average grant date fair values of options issued during the quarter was $6.86
per share. For purposes of pro forma disclosures, the estimated fair value of
the options is amortized to income over the vesting period, on a straight-line
basis. For the three months ended June 30, 2003, the Company's pro forma net
loss is $42.2 and the pro forma basic and diluted loss per share is $0.19. For
the six months ended June 30, 2003, the Company's pro forma net loss is $41.4
and the pro forma basic and diluted loss per share is $0.18. The Company's stock
option plans are described in note 11 in the 2002 consolidated financial
statements.
10. GUARANTEES AND CONTINGENCIES:
Effective January 1, 2003, the Company adopted the new CICA Accounting
Guideline AcG-14, which requires certain disclosures of obligations under
guarantees.
Contingent liabilities in the form of letters of credit, letters of
guarantee, and surety and performance bonds, are provided to various third
parties. These guarantees cover various payments including customs and excise
taxes, utility commitments and certain bank guarantees. At June 30, 2003, these
liabilities, including guarantees of employee share purchase loans, amounted to
$67.1 (March 31, 2003 - $62.5).
In addition to the above guarantees, the Company has also provided routine
indemnifications, whose terms range in duration and often are not explicitly
defined. These guarantees may include indemnifications against adverse effects
due to changes in tax laws and patent infringements by third parties. The
maximum amounts from these indemnifications cannot be reasonably estimated. In
some cases, the Company has recourse against other parties to mitigate its risk
of loss from these guarantees. Historically, the Company has not made
significant payments relating to these types of indemnifications.
Under the terms of an existing real estate lease, which expires in 2004,
Celestica has the right to acquire the real estate at a purchase price equal to
the lease balance, which at June 30, 2003 was approximately $37.3. In the event
that the lease is not renewed, subject to certain conditions, Celestica may
choose to market and complete the sale of the real estate on behalf of the
lessor. If the highest offer received is less than the lease balance, Celestica
would pay the lessor the lease balance less the gross sale proceeds, subject to
a maximum of $31.5. In the event that no acceptable offers are received,
Celestica would pay the lessor $31.5 and return the
9
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
property to the lessor. Alternatively, Celestica may choose to acquire the real
estate at the expiration for a price equal to the then current lease balance.
11. COMPARATIVE INFORMATION:
The Company has reclassified certain prior period information to conform to
the current period's presentation.
12. SUBSEQUENT EVENT:
In July 2003, the Company announced that it intends to launch a new Normal
Course Issuer Bid, upon expiry of its existing bid on July 31, 2003, to
repurchase, at its discretion during the 12 months ending July 31, 2004, up to
an additional 10% of its public float. This plan is subject to the approval of
the Toronto Stock Exchange.
Exhibit 99.3
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Eugene V. Polistuk, certify that:
1. I have reviewed this report on Form 6-K of Celestica Inc., which
constitutes a quarterly report of the registrant;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting, which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: July 29, 2003
/s/ Eugene V. Polistuk
Eugene V. Polistuk
Chief Executive Officer
2
Exhibit 99.4
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Anthony P. Puppi, certify that:
1. I have reviewed this report on Form 6-K of Celestica Inc., which
constitutes a quarterly report of the registrant;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
(c) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting, which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: July 29, 2003
/s/ Anthony P. Puppi
- -----------------------
Anthony P. Puppi
Chief Financial Officer
2
