<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 28, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
--------------- TO
---------------
COMMISSION FILE NUMBER: 0-21272
SANMINA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 77-0228183
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
355 EAST TRIMBLE ROAD, 95131
SAN JOSE, CA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
408/954-5500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of April 27, 1998, there were 20,875,960 shares outstanding of the
issuer's common stock, $0.01 par value.
================================================================================
<PAGE> 2
SANMINA CORPORATION
INDEX
<TABLE>
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Interim Financial Statements
Condensed Consolidated Statements of Operations.................................................... 3
Condensed Consolidated Balance Sheets.............................................................. 4
Condensed Consolidated Statements of Cash Flows.................................................... 5
Notes to Interim Condensed Consolidated Financial Statements....................................... 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................................................. 12
Item 4. Submission of Matters to a Vote of Security Holders................................................ 12
Item 6. Exhibits and Reports on Form 8-K................................................................... 12
Signature.......................................................................................... 13
</TABLE>
2
<PAGE> 3
SANMINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS, EXCEPT PER SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------- ----------------------
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales....................................... $172,146 $133,823 $331,253 $258,997
Cost of sales................................... 134,520 105,787 258,950 203,110
-------- -------- -------- --------
Gross profit.................................. 37,626 28,036 72,303 55,887
-------- -------- -------- --------
Operating expenses
Selling, general and administrative........... 10,559 9,756 20,554 18,677
Amortization of goodwill...................... 634 502 1,201 1,003
Merger costs.................................. -- -- 3,945 --
-------- -------- -------- --------
Total operating expenses.............. 11,193 10,258 25,700 19,680
-------- -------- -------- --------
Operating income................................ 26,433 17,778 46,603 36,207
Interest income (expense), net.................. 154 (688) (317) (1,275)
-------- -------- -------- --------
Income before provision for income taxes........ 26,587 17,090 46,286 34,932
Provision for income taxes...................... 9,714 6,409 16,905 12,438
-------- -------- -------- --------
NET INCOME...................................... $ 16,873 $ 10,681 $ 29,381 $ 22,494
======== ======== ======== ========
Earnings per share:
Basic......................................... $ 0.81 $ 0.53 $ 1.42 $ 1.12
Diluted....................................... $ 0.71 $ 0.47 $ 1.24 $ 0.98
Shares used in computing per share amounts:
Basic......................................... 20,726 20,100 20,664 20,050
Diluted....................................... 25,063 24,594 25,037 24,444
</TABLE>
See accompanying notes.
3
<PAGE> 4
SANMINA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
IN THOUSANDS
ASSETS
<TABLE>
<CAPTION>
MARCH 28, SEPTEMBER 30,
1998 1997
----------- -------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 30,600 $ 42,345
Short-term investments.................................... 89,006 80,804
Accounts receivable, net.................................. 87,203 77,333
Inventories............................................... 75,621 61,173
Deferred income taxes..................................... 9,115 9,115
Prepaid expenses and other................................ 3,853 6,344
-------- --------
Total current assets.............................. 295,398 277,114
Property, plant and equipment, net.......................... 106,767 89,174
Deposits and other.......................................... 21,415 9,566
-------- --------
$423,580 $375,854
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 73,857 $ 56,329
Accrued liabilities....................................... 42,155 36,597
Income taxes payable...................................... 6,491 2,217
-------- --------
Total current liabilities......................... 122,503 95,143
-------- --------
Long-term liabilities:
Convertible subordinated notes............................ 95,607 98,250
Other liabilities......................................... 3,391 10,684
-------- --------
Total long-term liabilities....................... 98,998 108,934
-------- --------
Stockholders' equity:
Common stock.............................................. 208 205
Additional paid-in capital................................ 91,917 91,010
Unrealized gain on investments............................ 92 81
Retained earnings......................................... 109,862 80,481
-------- --------
Total stockholders' equity........................ 202,079 171,777
-------- --------
$423,580 $375,854
======== ========
</TABLE>
See accompanying notes.
4
<PAGE> 5
SANMINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------
MARCH 28, MARCH 29,
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 29,381 $ 22,494
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization.......................... 11,705 9,177
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable.................................. (4,901) (13,189)
Inventories.......................................... (10,501) (10,713)
Prepaid expenses, deposits and other................. (112) (227)
Accounts payable and accrued liabilities............. 5,366 16,374
Income tax accounts.................................. 4,274 (1,812)
-------- --------
Cash provided by operating activities............. 35,212 22,104
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities (purchases) of short-term investments.......... (8,118) 18,381
Purchases of property and equipment, net of
acquisitions........................................... (12,662) (20,053)
Cash paid for businesses acquired......................... (5,666) (27,754)
-------- --------
Cash used for investing activities................ (26,446) (29,426)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds (payments) on line of credit..................... (7,498) 1,862
Proceeds from issuance of debt............................ -- 5,023
Repurchase of convertible debt............................ (2,371) --
Payments of long-term liabilities......................... (11,552) (407)
Taxes paid for gain on sale of stock...................... (3,588) --
Proceeds from sale of common stock........................ 4,498 1,813
-------- --------
Cash provided by (used for) financing
activities...................................... (20,511) 8,291
-------- --------
Increase (decrease) in cash and cash equivalents............ (11,745) 969
Cash and cash equivalents at beginning of period............ 42,345 30,643
-------- --------
Cash and cash equivalents at end of period.................. $ 30,600 $ 31,612
======== ========
</TABLE>
See accompanying notes.
5
<PAGE> 6
SANMINA CORPORATION
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules or
regulations. The interim financial statements are unaudited, but reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation. All adjustments are of a normal recurring nature.
The results of operations for the three or six months ended March 28, 1998
are not necessarily indicative of the results that may be expected for the year
ending September 30, 1998. These condensed consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
for the year ended September 30, 1997 included in the Company's annual report on
Form 10-K.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the unaudited condensed
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates.
NOTE 2 -- ACQUISITIONS
In November 1997, the Company acquired Elexsys International, Inc.
("Elexsys") in a merger transaction. Under the terms of the merger agreement,
the Company's common stock was exchanged for all of Elexsys' outstanding common
stock and employee stock options. Approximately 3.3 million shares of common
stock were issued to acquire Elexsys. The merger was accounted for as a pooling
of interests, and therefore, all prior periods presented were restated to
combine the results of the two companies. A reconciliation of the financial
statements for the six months ended March 29, 1997, to previously reported
information is as follows (in thousands):
<TABLE>
<S> <C>
Revenue:
Sanmina................................................... $185,568
Elexsys................................................... 73,429
--------
Combined.......................................... $258,997
========
Net Income:
Sanmina................................................... $ 19,087
Elexsys................................................... 3,407
--------
Combined.......................................... $ 22,494
========
</TABLE>
In February 1998, the Company acquired Pragmatech, Inc. ("Pragmatech") in a
stock purchase transaction. The purchase price was approximately $5.7 million.
The acquisition, which was accounted for as a purchase, included the payment of
cash and the assumption of liabilities. Pro forma statements of operations
reflecting the acquisition of Pragmatech are not shown, as they would not differ
materially from reported results.
NOTE 3 -- PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All intercompany accounts and transactions
have been eliminated.
6
<PAGE> 7
SANMINA CORPORATION
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 4 -- INVENTORIES
Inventories, stated at the lower of cost (first-in, first-out method) or
market, consist of:
<TABLE>
<CAPTION>
MARCH 28, SEPTEMBER 30,
1998 1997
--------- -------------
(IN THOUSANDS)
<S> <C> <C>
Raw materials $39,527 $35,253
Work-in-process 19,089 13,503
Finished goods 17,005 12,417
------- -------
$75,621 $61,173
======= =======
</TABLE>
NOTE 5 -- EARNINGS PER SHARE
In the first quarter of fiscal 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share." SFAS 128 requires the replacement of previously reported primary and
fully diluted earnings per share (EPS) as required by Accounting Principles
Board Opinion No. 15 (APB 15) with basic earnings per share and diluted earnings
per share.
Basic EPS was computed by dividing net income by the weighted average
number of shares of common stock outstanding during the second quarters and the
first six months of fiscal 1998 and 1997. Diluted EPS for the second quarters
and the first six months of 1997 and 1998 includes dilutive common stock
equivalents, using the treasury stock method, and assumes that the convertible
debt instruments were converted into common stock, if dilutive. As a result of
the adoption of SFAS No. 128, the Company's reported earnings per share for 1997
were restated.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Sanmina Corporation ("Sanmina" or the "Company") is a leading independent
provider of customized integrated electronics manufacturing services ("EMS"),
including turnkey electronic assembly and manufacturing management services, to
original equipment manufacturers ("OEM") in the electronics industry. Sanmina's
electronics manufacturing services consist primarily of the manufacture of
complex printed circuit board assemblies using surface mount ("SMT") and pin
through-hole ("PTH") interconnection technologies, the manufacture of custom
designed backplane assemblies, fabrication of complex multi-layer printed
circuit boards, and testing and assembly of completed systems. In addition to
assembly, turnkey manufacturing management also involves procurement and
materials management, as well as consultation on printed circuit board design
and manufacturability. Sanmina, through its Golden Eagle Systems ("Golden
Eagle") subsidiary, also manufactures custom cable assemblies for electronics
industry OEMs.
Sanmina's manufacturing and assembly plants are located in Northern
California, Richardson, Texas, Manchester, New Hampshire, Durham, North
Carolina, Guntersville, Alabama, and Dublin, Ireland. Golden Eagle's
manufacturing facility is located in Carrollton, Texas. In addition, as a result
of the Elexsys merger, Sanmina has added new fabrication and assembly plants in
Northern California, Southern California, Nashua, New Hampshire, and
Peterborough, England. As a result of the Pragmatech acquisition, Sanmina added
new assembly plants in Northern California.
Sanmina's operating results are affected by a number of factors, including
timing of orders from major customers, mix of products ordered by and shipped to
major customers, the volume of orders as related to the Company's capacity,
ability to effectively manage inventory and fixed assets, timing of expenditures
in anticipation of future sales and the economic conditions in the electronics
industry. Operating results can also be significantly influenced by development
and introduction of new products by the Company's customers. From time to time,
the Company experiences changes in the volume of sales to each of its principal
customers, and operating results may be affected on a period-to-period basis by
these changes. The Company's customers generally require short delivery cycles,
and a substantial portion of the Company's backlog is typically scheduled for
delivery within 120 days. Quarterly sales and operating results therefore depend
in large part on the volume and timing of bookings received during the quarter,
which are difficult to forecast. The Company's backlog also affects its ability
to plan production and inventory levels, which could lead to fluctuations in
operating results. In addition, a significant portion of the Company's operating
expenses is relatively fixed in nature and planned expenditures are based in
part on anticipated orders. Any inability to adjust spending quickly enough to
compensate for any revenue shortfall may magnify the adverse impact of such
revenue shortfall on the Company's results of operations. Results of operations
in any period should not be considered indicative of the results to be expected
for any future period, and fluctuations in operating results may also result in
fluctuations in the price of the Company's common stock.
Sanmina's customers are manufacturers in the telecommunications, networking
(data communications), industrial and medical instrumentation and computer
systems segments of the electronics industry. These industry segments, and the
electronics industry as a whole, are subject to rapid technological change and
product obsolescence. Discontinuance or modification of products being
manufactured by the Company could adversely affect the Company's results of
operations. The electronics industry is also subject to economic cycles and has
in the past experienced, and is likely in the future to experience, recessionary
periods. A general recession in the electronics industry could have a material
adverse effect on Sanmina's business, financial condition and results of
operations. In addition, the Company has no firm long-term volume commitments
from its customers and over the last few years has experienced reduced lead-time
in customer orders. In addition, customer orders can be canceled and volume
levels can be changed or delayed. The timely replacement of canceled, delayed or
reduced orders with new business cannot be assured. There can be no assurance
that any of the Company's current customers will continue to use the Company's
manufacturing services. The loss of one or more of the Company's principal
customers, or reductions in sales to any of such customers, could have a
material adverse effect on the Company's business, financial condition and
results of operations.
8
<PAGE> 9
Sanmina has pursued, and intends to continue to pursue, business
acquisition opportunities, particularly when these opportunities have the
potential to enable Sanmina to increase its net sales while maintaining
operating margin, access new geographic markets, implement Sanmina's vertical
integration strategy and/or obtain facilities and equipment on terms more
favorable than those generally available in the market. Acquisitions of
companies and businesses and expansion of operations involves certain risks,
including (i) the potential inability to successfully integrate acquired
operations and businesses or to realize anticipated synergies, economies of
scale or other value, (ii) diversion of management's attention, (iii)
difficulties in scaling up productions at new sites and coordinating management
of operations at new sites and (iv) loss of key employees of acquired
operations. No assurance can be given that the Company will not incur problems
with integrating acquired operations, and there can be no assurance that the
Company's recent acquisitions, or any future acquisition will result in a
positive contribution to the Company's results of operations. Furthermore, there
can be no assurance that the Company will realize value from any such
acquisition which equals or exceeds the consideration paid. In addition, there
can be no assurance that the Company will realize anticipated strategic and
other benefits from expansion of existing operations to new sites. Any such
problems could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, future acquisitions
may result in dilutive issuances of equity securities, the incurrence of
additional debt, large one-time write-offs and the creation of goodwill or other
intangible assets that could result in amortization expense.
This report contains forward-looking statements within the meaning of
Section 72A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's future results from operations could vary
significantly from these contemplated by such forward-looking statements as a
result of the factors described herein. The financial and other information
contained herein should be read in conjunction with the Company's annual report
on Form 10-K for the fiscal year ended September 30, 1997.
RESULTS OF OPERATIONS
The Company's acquisition of Elexsys, which was structured as a merger, was
completed in November 1997. This transaction was accounted for as a pooling of
interests. Accordingly, results for the second quarter of fiscal 1997 and first
six months of fiscal 1998 and 1997 have been restated to combine the results of
operations of both Sanmina and Elexsys.
The following table sets forth, for the three and six months ended March
28, 1998 and March 29, 1997, certain items as a percentage of net sales. The
table and the discussion below should be read in connection with the condensed
consolidated financial statements and the notes thereto, which appear elsewhere
in this report.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ------------------
3/28/98 3/29/97 3/28/98 3/29/97
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales.............................................. 100.0% 100.0% 100.0% 100.0%
Cost of sales.......................................... 78.1 79.0 78.2 78.4
Gross Profit......................................... 21.9 21.0 21.8 21.6
Selling, general and administrative.................... 6.1 7.3 6.1 7.2
Amortization........................................... .4 .4 .4 .4
Merger and acquisition costs........................... -- -- 1.2 --
Operating income..................................... 15.4 13.3 14.1 14.0
Interest income (expense).............................. -- (.5) (.1) (.5)
Income before income taxes........................... 15.4 12.8 14.0 13.5
Provision for income taxes............................. 5.6 4.8 5.1 4.8
Net income............................................. 9.8 8.0 8.9 8.7
</TABLE>
Sales for the second quarter of fiscal 1998 ended March 28, 1998 increased
by 29% to $172.1 million from $133.8 million in the corresponding quarter of the
prior year. Sales for the six months ended March 28, 1998 increased by 28% to
$331.3 million from $259.0 million in the same period of the prior year. The
increase in
9
<PAGE> 10
net sales was due primarily to increased shipments of EMS assemblies to both
existing and new customers. The overall increase in net sales reflects the
continuing trend toward outsourcing within the electronics industry. For the
second quarter of fiscal 1998, and the six months ended March 28, 1998,
approximately 82% of the Company's net sales represented value-added EMS
assembly shipments with the remaining portion consisting of printed circuit
board fabrication shipments. For fiscal 1997, EMS assembly revenues comprised
78% of Sanmina's revenues. The increase in the percentage of revenues
represented by EMS assembly revenues was mainly due to the increased shipments
of EMS assemblies to both existing and new customers.
Gross margin increased from 21.0% in the second quarter of fiscal 1997 to
21.9% in the second quarter of the current year. Gross margin increased from
21.6% for the first six months of fiscal 1997 to 21.8% for the first six months
of the current year. The increase in gross margins for the second quarter and
the first six months of fiscal 1998 is a result of normal changes in the mix of
products shipped to certain customers and normal changes in customer mix. The
Company expects gross margins to fluctuate based on product mix and customer
mix.
In absolute dollars, operating expenses increased from $10.3 million in the
second quarter of fiscal 1997 to $11.2 million in the second quarter of fiscal
1998. As a percentage of sales, operating expenses decreased from 7.7% in the
second quarter of 1997 to 6.5% in the second quarter of the current year. For
the six months, operating expenses in absolute dollars increased from $19.7
million in fiscal 1997 to $25.7 million in fiscal 1998 and operating expenses as
a percentage of sales increased from 7.6% for the first six months of fiscal
1997 to 7.7% for the first six months of fiscal 1998. The first quarter of
fiscal 1998 includes a merger and acquisition charge of $3.9 million. Operating
margins increased from 13.3% in the second quarter of 1997 to 15.4% in the
second quarter of the current year. The increase in absolute dollars and the
increase in operating margins are primarily attributable to the Company's
ability to grow revenues at a faster rate than operating expenses.
The relatively constant operating margins reflect the Company's strategy of
seeking to grow revenues while maintaining operating margins at relatively
constant levels. The dollar increase in selling and general and administrative
expenses was primarily the result of increased expenditures to support higher
sales volume. The Company anticipates that operating expenses will increase in
absolute dollars during the next few quarters due to projected additions to the
sales force and other administrative expenditures to support higher sales
volume. However, operating expenses as a percentage of sales are anticipated to
remain relatively constant or decrease depending upon sales volume and the
Company's ability to achieve expected operating efficiencies as a result of the
integration of the acquired Elexsys operations.
For the second quarter of fiscal 1998, the Company reported net interest
income of $154,000 compared to net interest expense of $688,000 for the
corresponding quarter of last year. For the first six months of fiscal 1998, the
Company reported net interest expense of $317,000 compared to a net interest
expense of $1,275,000 for the first six months of fiscal 1997. In the first
quarter of fiscal 1998, the Company paid approximately $12.8 million of
outstanding Elexsys debt. The decrease in outstanding debt resulted in less
interest expense for the first six months of fiscal 1998.
The Company's provision for income taxes for the three month period ended
March 28, 1998 is based upon the Company's estimate of the effective tax rate
for fiscal 1998 of 36.5%. For the quarter ended March 29, 1997, the Company's
effective tax rate was 37.5%. The slight decrease between quarters represents
the increased benefit of foreign operations taxed at a reduced rate.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents, and short-term investments as of March 28, 1998
were $119.6 million as compared to $123.1 million at September 30, 1997. The
decrease was mainly attributable to the Pragmatech acquisition. Cash generated
from operations for the six months ending March 28, 1998 was $35.2 million
compared to $22.1 million for the same period of fiscal 1997. The increase
between years primarily relates to the timing of cash flows for receivables and
payables. Working capital decreased to $172.9 million as of March 28, 1998
compared to $182.0 million at September 30, 1997.
10
<PAGE> 11
Net cash used for investing activities for the first six months of fiscal
1998 primarily related to the purchase of short-term investments and equipment
for which the Company paid a total of approximately $20.8 million in cash.
Additionally, on February 23, 1998, the Company paid approximately $5.7 million
in cash to acquire Pragmatech.
Net cash used for financing activities for the first six months of fiscal
year 1998 related to the repayment of approximately $19.0 million in outstanding
debt. In addition, approximately $2.4 million was used to repurchase the Elexsys
convertible subordinated debentures.
The Company anticipates that its working capital requirements will increase
in order to support anticipated volumes of business. Additionally, the Company
expects to make additional capital expenditures relating to facility and
equipment enhancements in existing facilities as well as for information systems
upgrades for the acquired Elexsys operations. Future liquidity needs will be
dependent upon, among other factors, the extent of capital investments made by
the Company in plant and equipment, working capital needs of acquired
businesses, levels of shipments by the Company and changes in volumes of
business and other factors. The Company believes that its existing cash
resources, together with cash generated from operations, will be sufficient to
meet the Company's liquidity and working capital requirements through at least
the end of the current fiscal year.
The Company is in the process of addressing internal and external year 2000
issues. It does not believe that these issues will materially affect either the
operations or results of the Company.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently a party to any material pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 30, 1998, the Company held its 1998 Annual Meeting of
Stockholders. The matters voted upon at the meeting and the vote with respect to
each such matter are set forth below:
1. Election of Jure Sola, John Bolger, Neil Bonke, Bernard Vonderschmitt,
and Mario Rosati as Directors of the Company:
<TABLE>
<CAPTION>
FOR WITHHELD
---------- --------
<S> <C> <C>
Jure Sola............................................... 18,520,652 62,600
John Bolger............................................. 18,521,791 61,461
Neil Bonke.............................................. 18,521,794 61,458
Bernard Vonderschmitt................................... 18,521,422 61,830
Mario Rosati............................................ 18,364,027 219,225
</TABLE>
2. Approval of an amendment to the Company's 1990 Incentive Stock Plan to
increase the number of shares reserved for issuance thereunder:
For: 15,243,481 Against: 2,939,323 Abstain: 13,290
3. Approval of an amendment to the Company's 1993 Employee Stock Purchase
Plan to increase the number of shares reserved for issuance thereunder:
For: 13,428,398 Against: 4,779,035 Abstain: 13,585
4. Ratification of the appointment of Arthur Andersen LLP as the
independent public accountants of the Company for the fiscal year ending
September 30, 1998:
For: 18,569,744 Against: 2,472 Abstain: 11,036
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
b)Reports on Form 8-K
On January 1, 1998, the Company filed an amended report on Form 8-K
containing pro forma financial information giving effect to the
acquisition of Elexsys.
12
<PAGE> 13
SIGNATURE
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.
SANMINA CORPORATION
(Registrant)
Date: May 6, 1998
By: /s/ RANDY W. FURR
--------------------------------------
Randy W. Furr
President and Chief Operating Officer
By: /s/ BERNARD J. WHITNEY
--------------------------------------
Bernard J. Whitney
Chief Financial Officer
13
<PAGE> 14
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule (3 mo.)
27.3 Restated Financial Data Schedule (6 mo.)
27.4 Restated Financial Data Schedule (9 mo.)
27.5 Restated Financial Data Schedule (12 mo.)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-28-1998
<CASH> 30,600
<SECURITIES> 89,006
<RECEIVABLES> 87,203
<ALLOWANCES> 3,758
<INVENTORY> 75,621
<CURRENT-ASSETS> 295,398
<PP&E> 212,475
<DEPRECIATION> 105,708
<TOTAL-ASSETS> 423,580
<CURRENT-LIABILITIES> 122,503
<BONDS> 98,998
0
0
<COMMON> 208
<OTHER-SE> 202,079
<TOTAL-LIABILITY-AND-EQUITY> 423,580
<SALES> 331,253
<TOTAL-REVENUES> 331,253
<CGS> 258,950
<TOTAL-COSTS> 258,950
<OTHER-EXPENSES> 25,700
<LOSS-PROVISION> 205
<INTEREST-EXPENSE> (317)<F1>
<INCOME-PRETAX> 46,286
<INCOME-TAX> 16,905
<INCOME-CONTINUING> 29,381
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,381
<EPS-PRIMARY> 1.42<F2>
<EPS-DILUTED> 1.24<F3>
<FN>
<F1>Interest expense is net of Interest Income; the net amount is Interest
Expense.
<F2>EPS is reported as "Basic EPS" as prescribed by SFAS #128.
<F3>EPS is reported as "Diluted EPS" as prescribed by SFAS #128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-28-1996
<CASH> 35,525
<SECURITIES> 57,606
<RECEIVABLES> 70,249
<ALLOWANCES> 2,705
<INVENTORY> 58,387
<CURRENT-ASSETS> 231,154
<PP&E> 164,826
<DEPRECIATION> 85,537
<TOTAL-ASSETS> 324,112
<CURRENT-LIABILITIES> 81,189
<BONDS> 101,937
0
0
<COMMON> 201
<OTHER-SE> 140,785
<TOTAL-LIABILITY-AND-EQUITY> 324,112
<SALES> 125,174
<TOTAL-REVENUES> 125,174
<CGS> 97,323
<TOTAL-COSTS> 97,323
<OTHER-EXPENSES> 9,422
<LOSS-PROVISION> 295
<INTEREST-EXPENSE> (587)<F1>
<INCOME-PRETAX> 17,842
<INCOME-TAX> 6,029
<INCOME-CONTINUING> 11,813
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,813
<EPS-PRIMARY> 0.59<F2>
<EPS-DILUTED> 0.52<F3>
<FN>
<F1>Interest expense is net of interest income; the net amount is Interest
Expense.
<F2>EPS is reported as "Basic EPS" as prescribed by SFAS #128.
<F3>EPS is reported as "Diluted EPS" as prescribed by SFAS #128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-29-1997
<CASH> 31,612
<SECURITIES> 66,899
<RECEIVABLES> 69,150
<ALLOWANCES> 2,424
<INVENTORY> 63,381
<CURRENT-ASSETS> 241,192
<PP&E> 175,202
<DEPRECIATION> 89,549
<TOTAL-ASSETS> 339,290
<CURRENT-LIABILITIES> 79,941
<BONDS> 106,769
0
0
<COMMON> 201
<OTHER-SE> 152,379
<TOTAL-LIABILITY-AND-EQUITY> 339,290
<SALES> 258,997
<TOTAL-REVENUES> 258,997
<CGS> 203,110
<TOTAL-COSTS> 203,110
<OTHER-EXPENSES> 19,680
<LOSS-PROVISION> 150
<INTEREST-EXPENSE> (1,275)<F1>
<INCOME-PRETAX> 34,932
<INCOME-TAX> 12,438
<INCOME-CONTINUING> 22,494
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,494
<EPS-PRIMARY> 1.12<F2>
<EPS-DILUTED> 0.98<F3>
<FN>
<F1>Interest expense is net of interest income; the net amount is Interest
Expense.
<F2>EPS is reported as "Basic EPS" as prescribed as SFAS #128.
<F3>EPS is reported as "Diluted EPS" as prescribed as SFAS #128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> JUN-28-1997
<CASH> 35,817
<SECURITIES> 68,054
<RECEIVABLES> 76,297
<ALLOWANCES> 2,481
<INVENTORY> 67,203
<CURRENT-ASSETS> 256,870
<PP&E> 186,662
<DEPRECIATION> 93,921
<TOTAL-ASSETS> 362,231
<CURRENT-LIABILITIES> 82,571
<BONDS> 110,654
0
0
<COMMON> 203
<OTHER-SE> 168,803
<TOTAL-LIABILITY-AND-EQUITY> 362,231
<SALES> 409,195
<TOTAL-REVENUES> 409,195
<CGS> 320,414
<TOTAL-COSTS> 320,414
<OTHER-EXPENSES> 31,425
<LOSS-PROVISION> 280
<INTEREST-EXPENSE> (1,956)<F1>
<INCOME-PRETAX> 55,400
<INCOME-TAX> 19,487
<INCOME-CONTINUING> 35,913
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,913
<EPS-PRIMARY> 1.79<F2>
<EPS-DILUTED> 1.56<F3>
<FN>
<F1>Interest expense is net of interest income; the net amount is Interest
Expense.
<F2>EPS is reported as "Basic EPS" as prescribed in SFAS #128.
<F3>EPS is reported as "Diluted EPS" as prescribed in SFAS #128.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<CASH> 42,345
<SECURITIES> 80,804
<RECEIVABLES> 77,333
<ALLOWANCES> 3,620
<INVENTORY> 61,173
<CURRENT-ASSETS> 277,114
<PP&E> 182,798
<DEPRECIATION> 93,624
<TOTAL-ASSETS> 375,854
<CURRENT-LIABILITIES> 95,143
<BONDS> 108,934
0
0
<COMMON> 205
<OTHER-SE> 171,572
<TOTAL-LIABILITY-AND-EQUITY> 375,854
<SALES> 569,787
<TOTAL-REVENUES> 569,787
<CGS> 455,576
<TOTAL-COSTS> 455,576
<OTHER-EXPENSES> 54,892
<LOSS-PROVISION> 289
<INTEREST-EXPENSE> (2,462)<F1>
<INCOME-PRETAX> 56,857
<INCOME-TAX> 26,332
<INCOME-CONTINUING> 30,525
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,525
<EPS-PRIMARY> 1.51<F2>
<EPS-DILUTED> 1.36<F3>
<FN>
<F1>Interest expense is net of interest income; the net amount is Interest
Expense.
<F2>EPS is reported as "Basic EPS" as prescribed in SFAS #128.
<F3>EPS is reported as "Diluted EPS" as prescribed in SFAS #128.
</FN>
</TABLE>
