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MSL Reports First Quarter 2002 Earnings; Exceeds Consensus Cash EPS; Announces Fifteen New Program Wins

    CONCORD, Mass.--April 30, 2002-- MSL , a full-service global electronics manufacturing services and supply chain (EMS) company, today released its results for the first quarter of fiscal 2002.
    Revenues for the quarter were $215 million, a sequential decrease of 21% compared to the fourth quarter of 2001, as a result of normal seasonality and the generally soft demand environment, and a decrease of 59% from the period a year ago, reflecting a strategic shift in the Company's customer base and overall slowdown in technology spending. Cash EPS, which excludes non-recurring charges and amortization of goodwill and other intangibles, was $0.11 per share which exceeded the consensus estimate as reported by Thomson Financial/First Call, compared to $0.15 in the fourth quarter of 2001 and $0.16 in the period a year ago. Net income before non-recurring charges, consisting of restructuring charges, asset write-downs and losses from a site closure in the previous quarter, was $1.7 million in the first quarter of 2002, compared with $2.6 million in the fourth quarter of 2001 and $3.9 million in the first quarter of 2001.
    Earnings before interest, taxes, depreciation and amortization, as adjusted (EBITDA), was $12.1 million for the first quarter of 2002 or 5.6% of sales, compared to $13.7 million, 5.1% of sales, in the fourth quarter of 2001 and $19.7 million, 3.7% of sales, in the first quarter of 2001.
    For the first quarter, MSL incurred a net loss under U.S. Generally Accepted Accounting Principles (GAAP) of $7.2 million, or a loss of $.23 per diluted share, an improvement from the net loss of $24.1 million in the fourth quarter of 2001, or a loss of $0.74 per diluted share, and compared to net income of $1.1 million, or $0.03 per diluted share, in the first quarter of the prior year. In the quarter ended March 31, 2002, the Company recorded $5.5 million in restructuring charges and asset write-downs, consistent with its prior indications, and $3.5 million in losses representing the final costs associated with the closure of a high cost manufacturing site in the fourth quarter of 2001.
    At March 31, 2002, debt, net of cash, was $21.5 million, substantially reduced from $89.7 million at December 31, 2001 and $178.4 million at the end of the first quarter of 2001. Cash generated from operations during the quarter was approximately $29 million.
    The Company also reported it won 15 new programs during the quarter, seven of which were for volume production or after market services and eight of which were for design and new product introduction services. Nine of the programs were wins with new customers and six were with existing customers, across several target end markets. The design and new product introduction wins include customers in the medical, industrial and security markets, and the volume production wins were for communications, peripherals and industrial products.
    "During the first quarter, we successfully established our new executive management team, sharpened our focus and accelerated the addition of new programs and customers to MSL," stated Bob Bradshaw, MSL's CEO and President. "I am pleased that we are off to a fast start at this exciting time in MSL's growth and believe our successes this quarter validate MSL's ability to play a lead role as the EMS industry rebounds."
    "We added strength to our balance sheet again this quarter through improved working capital management and the completion of a $41.5 million convertible preferred and warrant offering," stated Bert Notini, MSL's CFO. "These actions further enable us to grow with our current customers, attract new customers and leverage our global capabilities."
    The Company also reported that it currently expects revenues for the second quarter to increase sequentially and be in the range of $220 million to $250 million. After including the impact of its recent preferred share and warrant offering, the Company estimates that cash EPS for the second quarter will be in the range of $0.08 to $0.11 per share.
    Non GAAP measurements, including cash net income, cash EPS and EBITDA, are presented as additional measures of operating performance and are not a substitute for earnings per share under generally accepted accounting principles. The non GAAP measurements in this press release are reconciled to the Company's GAAP financial statements on the following pages.

    About MSL:

    MSL is a leading global provider of full service electronics manufacturing and supply chain services to original equipment manufacturers (OEMs). The company has established a global network of manufacturing facilities in the world's major electronics markets - North America, Europe and Asia. MSL has developed relationships with leading OEMs in a diverse set of industries such as wired and wireless communications, networking and storage equipment, computer systems and peripherals, consumer electronics, industrial equipment and commercial avionics. MSL provides integrated supply chain solutions that address all stages of the product life cycle, including engineering and design, new product introduction, materials procurement and management, testing, printed circuit board assembly, product assembly and systems integration and assembly, order fulfillment, distribution and after-market support.

    MSL differentiates itself by providing exceptional customer service, by broadly and deeply integrating our services into our OEM customer's operations, and by leveraging information technology to connect a global network of supply, purchasing and fulfillment sites. MSL is headquartered in Concord, Mass. For more information, please visit the company's Web site at www.msl.com.

    Any statements in this press release about future expectations, plans and prospects for the Company, including statements containing the words "believes," "anticipates," "plans," "expects," "will," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: our dependence upon a relatively small number of customers; risks associated with our acquisitions of other companies or businesses; the incurrence of indebtedness and associated interest expense to fund our business strategy; the availability of critical components, particularly those from sole-source suppliers; the impact of competition within our industry; cancellations of or delays in customer orders; general economic conditions within our industry; the impact of foreign currency fluctuations and other factors specifically affecting our international operations. In addition, the forward-looking statements included in this press release represent the Company's estimates as of April 30, 2002. The Company anticipates that subsequent events and developments will cause the Company's estimates to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so.


                    MANUFACTURERS' SERVICES, LTD.
             CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                (In thousands, except per share data)
                             (unaudited)

                                       Three Months Ended

                                  March 31, 2002      April 1, 2001


Net sales                           $ 215,366          $ 528,708
Cost of goods sold                    197,086            494,572

Gross profit                           18,280             34,136

Operating expenses:
 Selling, general and administrative   22,669             26,535
 Stock-based compensation                 213                185
 Other operating (income) expense        (800)                 -

Income (loss) from operations          (3,802)             7,416

Interest expense, net                  (2,994)            (5,724)
Foreign exchange gain (loss)               17                (37)

Income (loss) before provision for
 income taxes                          (6,779)             1,655
Provision for income taxes                407                573

Net income (loss)                    $ (7,186)           $ 1,082

Net income (loss) applicable to
 common stock                        $ (7,329)           $ 1,082

Basic income (loss) per share
 Net income (loss) applicable to
  common stock                        $ (0.23)            $ 0.03
 Weighted average shares
  outstanding                      32,379,089         33,442,036

Diluted income (loss) per share
 Net income (loss) applicable to
  common stock                        $ (0.23)            $ 0.03
 Weighted average shares
  outstanding                      32,379,089         33,673,887


                     MANUFACTURERS' SERVICES, LTD.
           CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS -
                     Excluding Non-recurring Items
                 (In thousands, except per share data)
                              (unaudited)

                                     Three Months Ended


                               March 31, 2002   April 1, 2001


Net sales                           $ 215,366        $ 528,708
Cost of goods sold                    195,029          494,572

Gross profit before non-recurring
 items                                 20,337           34,136

Operating expenses:
 Selling, general and
  administrative (1)                   15,795           23,744
 Stock-based compensation                 213              185
 Other operating (income)
  expense (2)                            (800)               -

Income from operations before
 non-recurring items (1)                5,129           10,207

Interest expense, net                  (2,994)          (5,724)
Foreign exchange gain (loss)               17              (37)

Income before provision for income taxes
 and non-recurring items                2,152            4,446
Provision for income taxes                407              573

Net income before non-recurring items $ 1,745          $ 3,873

Diluted EPS - Net income (loss) before
 non-recurring items (1) (5)           $ 0.05           $ 0.12

Diluted Cash EPS (3)(5)                $ 0.11           $ 0.16

Weighted average shares
 outstanding - diluted             32,379,089       33,673,887

Adjusted EBITDA (4)(5)               $ 12,097         $ 19,724

(1)   Non-recurring items include charges related to restructuring,
      asset writedowns and operating losses associated with the
      Company's Salt Lake Facility . Charges related to restructuring
      and asset writedowns were $5,457 and $2,791 in the first quarter
      of 2002 and 2001, respectively. Losses associated with the
      Company's Salt Lake City facility incurred in the first quarter
      of 2002, subsequent to the Company's decision to close the site
      in the fourth quarter of 2001, were $3,474.

(2)   Represents the net reimbursement received in first quarter of
      2002 for costs incurred in pursuing an acquisition opportunity
      from a prior quarter.

(3)   Diluted Cash EPS is defined as net income (loss) applicable to
      common stock before non-recurring items and amortization of
      goodwill and other intangibles net of tax, divided by diluted
      weighted average shares outstanding.

(4)  Adjusted EBITDA is defined as earnings before net interest
     expense, income taxes, depreciation and amortization,
     restructuring and other asset write-downs, stock-based
     compensation and other non-recurring items as well as
     non-operating expenses
      including foreign exchange gain (loss).

(5)   Diluted Cash EPS, Diluted EPS - Income before provision for
      income tax and non-recurring items and Adjusted EBITDA are
      presented as additional measures of operating performance and
      are not a substitute for earnings per share under generally
      accepted accounting principles.


                         MANUFACTURERS' SERVICES, LTD.
                               SUPPLEMENTAL DATA
                     (In thousands, except per share data)
                                  (unaudited)

                                           Three Months Ended


                                      March 31, 2002    April 1, 2001



Net Income (loss) applicable
 to common stock                        $ (7,329)          $ 1,082

Amortization of goodwill and
 intangibles, net of tax                   1,853             1,613

Restructuring and asset writedowns,
 net of tax                                5,457             2,791

Losses associated with Salt Lake
 City facility                             3,474                -

Cash earnings                            $ 3,455           $ 5,486

Diluted Cash EPS                          $ 0.11            $ 0.16

Weighted average shares
 outstanding - diluted                32,379,089      33,673,887


                      MANUFACTURERS' SERVICES, LTD.
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                             (In thousands)


                                      March 31,      December 31,
                                        2002            2001
                                     (unaudited)
        ASSETS

Current assets:
 Cash and cash equivalents            $ 66,362         $ 30,906
 Accounts receivable, net            $ 117,682          172,822
 Inventories                         $ 105,297          126,328
 Prepaid expenses and other current
  assets                              $ 26,711           27,860

    Total current assets               316,052          357,916

Property and equipment, net             44,953           52,681
Goodwill and other intangibles          10,069           11,947
Other assets                            12,944           14,276


    Total assets                     $ 384,018        $ 436,820


         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
 Current portion of long-term debt
  and capital lease obligations        $ 3,542          $ 6,477
 Accounts payable                    $ 111,144          150,216
 Accrued expenses and other current
  liabilities                         $ 37,938           49,224

    Total current liablities           152,624          205,917

 Long-term debt and capital lease
  obligations                           84,356          114,083
 Other liabilities                       6,132            3,114

    Total liabilities                  243,112          323,114

Redeemable preferred stock              34,786                -

Stockholders' equity                   106,120          113,706

    Total liabilities, redeemable
     preferred stock and
     stockholders' equity            $ 384,018        $ 436,820