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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 JULY 3, 1999
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
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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)
</TABLE>
<TABLE>
<S> <C>
355 EAST TRIMBLE ROAD, SAN JOSE, CA 95131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</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 July 26, 1999, there were 58,333,144 shares outstanding of the
issuer's common stock, $0.01 par value.
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SANMINA CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE
-----
<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.................................................. 6-9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 10 - 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 15
Item 4. Submission of Matters to a Vote of Security Holders......... 15
Item 6. Exhibits and Reports on Form 8-K............................ 15
Signature............................................................ 16
</TABLE>
2
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SANMINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS, EXCEPT PER SHARE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
JULY 3, JUNE 27, JULY 3, JUNE 27,
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales....................................... $309,496 $267,617 $866,169 $729,174
Cost of sales................................... 243,122 210,676 685,896 575,025
-------- -------- -------- --------
Gross profit.................................. 66,374 56,941 180,273 154,149
-------- -------- -------- --------
Operating expenses
Selling, general and administrative........... 17,924 17,593 55,311 49,379
Amortization of goodwill...................... 855 894 2,410 2,233
Provision for plant closing and relocation
costs...................................... -- -- 16,875 --
Write down of long-lived assets............... -- -- 11,400 --
Merger costs.................................. -- -- 5,479 3,945
-------- -------- -------- --------
Total operating expenses.............. 18,779 18,487 91,475 55,557
-------- -------- -------- --------
Income from operations.......................... 47,595 38,454 88,798 98,592
Other income (expense), net..................... 1,787 (245) 5,334 (174)
-------- -------- -------- --------
Income before provision for income taxes...... 49,382 38,209 94,132 98,418
Provision for income taxes...................... 18,024 13,448 34,564 34,827
-------- -------- -------- --------
Net income...................................... $ 31,358 $ 24,761 $ 59,568 $ 63,591
======== ======== ======== ========
Earnings per share:
Basic......................................... $ 0.54 $ 0.50 $ 1.03 $ 1.29
Diluted....................................... $ 0.51 $ 0.43 $ 0.97 $ 1.13
Shares used in computing per share amounts:
Basic......................................... 58,242 49,828 57,790 49,463
Diluted....................................... 61,847 58,921 61,450 58,563
</TABLE>
See accompanying notes.
3
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SANMINA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
IN THOUSANDS
ASSETS
<TABLE>
<CAPTION>
JULY 3, SEPTEMBER 30,
1999 1998
----------- -------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 247,684 $ 87,978
Short-term investments.................................... 235,258 93,526
Accounts receivable, net.................................. 165,660 133,010
Inventories............................................... 142,004 102,940
Deferred income taxes..................................... 21,348 19,389
Prepaid expenses and other................................ 14,119 8,220
---------- --------
Total current assets.............................. 826,073 445,063
Property, plant and equipment, net.......................... 194,878 191,762
Long-term investments....................................... 52,850 --
Deposits and other.......................................... 27,379 21,542
---------- --------
$1,101,180 $658,367
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 94,578 $ 89,030
Accrued liabilities....................................... 48,739 44,179
Income taxes payable...................................... 23,257 11,517
---------- --------
Total current liabilities......................... 166,574 144,726
---------- --------
Long-term liabilities:
Convertible subordinated notes............................ 355,602 5,767
Other liabilities......................................... 12,523 25,889
---------- --------
Total long-term liabilities....................... 368,125 31,656
---------- --------
Stockholders' equity:
Common stock.............................................. 586 564
Additional paid-in capital................................ 266,202 238,656
Accumulated other comprehensive income (expense).......... (1,549) 386
Retained earnings......................................... 301,242 242,379
---------- --------
Total stockholders' equity........................ 566,481 481,985
---------- --------
$1,101,180 $658,367
========== ========
</TABLE>
See accompanying notes.
4
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SANMINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
--------------------
JULY 3, JUNE 27,
1999 1998
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 59,568 $ 63,591
Adjustments to reconcile net income to cash provided by
operating activities:
Adjustment to conform year end of pooled entities...... -- (1,332)
Depreciation, amortization and other................... 34,878 26,425
Relocation, other charges and merger costs............. 23,686 3,945
Write down of long-lived assets........................ 11,400 --
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable.................................. (32,991) (14,317)
Inventories.......................................... (33,783) (14,692)
Prepaid expenses, deposits and other................. 1,275 994
Accounts payable and accrued liabilities............. 7,238 3,761
Income tax accounts.................................. (259) 4,364
--------- --------
Cash provided by operating activities............. 71,012 72,739
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments....................... (263,164) (86,184)
Proceeds from maturity of short-term investments.......... 121,645 60,736
Purchases of long-term investments........................ (52,850) --
Purchases of property and equipment, net of
acquisitions........................................... (46,509) (42,369)
Cash paid for businesses acquired, net.................... (22,861) (5,666)
--------- --------
Cash used for investing activities................ (263,739) (73,483)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on line of credit................................ -- (7,498)
Payments of long-term liabilities......................... (13,016) (12,941)
Issuance (repurchase) of convertible debentures (net of
issuance costs)........................................ 341,085 (2,371)
Proceeds from sale of common stock, net of taxes.......... 20,872 7,578
--------- --------
Cash provided by (used for) financing
activities....................................... 348,941 (15,232)
--------- --------
Increase (decrease) in cash and cash equivalents............ 156,214 (15,976)
Cash and cash equivalents at beginning of period............ 91,470 54,278
--------- --------
Cash and cash equivalents at end of period.................. $ 247,684 $ 38,302
========= ========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest.................................................. $ 948 $ 4,272
Income Taxes.............................................. $ 30,457 $ 29,912
</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 nine months ended July 3, 1999
are not necessarily indicative of the results that may be expected for the year
ending October 2, 1999. These condensed consolidated financial statements should
be read in conjunction with the financial statements and notes thereto for the
year ended September 30, 1998, included in the Company's annual report on Form
10-K/A.
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 1998, the Company merged with Altron, Incorporated ("Altron").
Under the terms of the merger agreement, each share of Altron Common Stock was
converted into 0.4545 shares of Sanmina Common Stock. Approximately 7.2 million
shares of common stock were issued to acquire Altron. In March 1999, Sanmina
merged with Manu-Tronics, Inc. ("Manu-Tronics"). Under the terms of the merger
agreement, the Company issued common stock for 100% of the outstanding common
stock of Manu-Tronics. Both of these transactions were accounted for as poolings
of interests. As a result of these pooling transactions, Sanmina has restated
its historical results of operations to combine the results of operations of
Altron and Manu-Tronics. The financial information presented gives effect to
such restatement. A reconciliation of the financial statements for the nine
months ended June 27, 1998, to previously reported information is as follows (in
thousands):
<TABLE>
<S> <C>
REVENUE:
Sanmina................................................. $528,392
Altron.................................................. 149,391
Manu-Tronics............................................ 51,391
--------
Combined........................................ $729,174
========
NET INCOME:
Sanmina................................................. $ 48,762
Altron.................................................. 10,341
Manu-Tronics............................................ 4,488
--------
Combined........................................ $ 63,591
========
</TABLE>
On December 28, 1998, the Company merged with Telo Electronics,
Incorporated, a California corporation ("Telo"). The Company acquired Telo by
issuing shares of Sanmina Common Stock in exchange for 100% of the outstanding
common stock of Telo. The merger was accounted for as a pooling of interests.
Due to the immateriality of this acquisition to the Company's consolidated
financial position and results of operations, Telo has been included in the
Company's consolidated results of operations as of the beginning of fiscal 1999
(October 1, 1998), but amounts presented for periods prior to fiscal 1999 have
not been restated to include Telo's historical results of operations.
6
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SANMINA CORPORATION
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
During the nine month period ended July 3, 1999, the Company also completed
several other smaller acquisitions. These transactions involved the purchase of
either stock or assets in exchange for cash and were accounted for as purchase
transactions. Pro forma statements of operations reflecting these acquisitions
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.
NOTE 4 -- INVENTORIES
Inventories, stated at the lower of cost or market (first-in, first-out
method), consist of:
<TABLE>
<CAPTION>
JULY 3, SEPTEMBER 30,
1999 1998
-------- -------------
(IN THOUSANDS)
<S> <C> <C>
Raw materials............................................... $ 81,033 $ 57,641
Work-in-process............................................. 43,705 30,222
Finished goods.............................................. 17,266 15,077
-------- --------
$142,004 $102,940
======== ========
</TABLE>
NOTE 5 -- EARNINGS PER SHARE ("EPS")
Basic EPS was computed by dividing net income by the weighted average
number of shares of common stock outstanding during the third quarters and the
first nine months of fiscal 1999 and 1998. Diluted EPS for the third quarters
and first nine months of fiscal 1999 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. A reconciliation
of the net income and weighted average number of shares used for the diluted
earnings per share computations for the third quarters and first nine months of
fiscal 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------- -------------------
JULY 3, JUNE 27, JULY 3, JUNE 27,
1999 1998 1999 1999
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net income................................................ $31,358 $24,761 $59,568 $63,591
Add back after-tax interest expense for convertible
subordinated debt........................................ 0 807 0 2,421
------- ------- ------- -------
Income for calculating earnings per share................. $31,358 $25,568 $59,568 $66,012
======= ======= ======= =======
Weighted average number of shares outstanding during the
period................................................... 58,242 49,828 57,790 49,463
Applicable number of shares for stock options outstanding
for the period........................................... 3,605 2,974 3,660 2,981
Weighted average number of shares if convertible
subordinated debt were converted......................... 0 6,119 0 6,119
------- ------- ------- -------
Weighted average number of shares....................... 61,847 58,921 61,450 58,563
======= ======= ======= =======
Diluted earnings per share................................ $ 0.51 $ 0.43 $ 0.97 $ 1.13
======= ======= ======= =======
</TABLE>
7
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SANMINA CORPORATION
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 6 -- COMMITMENTS
In November 1998, the Company entered into an operating lease agreement for
a new corporate headquarters and new facilities for its principal Northern
California assembly facilities. This campus facility, which comprises
approximately 330,000 square feet, is located in San Jose, California. A
condition of this operating lease is that the Company pledges $52.9 million to
the administrative agent until the end of the lease's initial term. The Company
has classified this amount as a long term investment in the accompanying
consolidated balance sheets.
NOTE 7 -- WRITE DOWN OF LONG-LIVED ASSETS
The Company continually evaluates whether long-lived assets have been
impaired in value. This process includes evaluating whether projected results of
operations of acquired businesses would support the carrying value of related
assets including the future amortization of the remaining unamortized balance of
goodwill. In the first quarter of fiscal 1999, such evaluation with respect to
the acquisition of Pragmatech, Incorporated ("Pragmatech"), indicated the fair
value of assets related to Pragmatech was less than the carrying value of the
Pragmatech assets. Accordingly, in the first quarter of fiscal 1999, the Company
has written down the remaining $11.4 million in unamortized goodwill arising
from the acquisition. The fair value of Pragmatech was based on estimated future
cash flows to be generated from those assets based on reasonable and supportable
assumptions. Financial projections prepared at the time of the acquisition of
Pragmatech reflected the Company's belief that the Company would continue to
provide electronics manufacturing services to existing Pragmatech customers and
would grow the Pragmatech business at Pragmatech's existing facilities. However,
the existing Pragmatech customer relationships could not be restructured to
conform to the Company's pricing and revenue models, and as a result, the
relationships with the former Pragmatech customers have terminated. In addition,
the Company has closed several of the former Pragmatech facilities. As a result
of these operational factors, the Company's analysis of projected revenues,
results of operations, and cash flows attributable to the few remaining
Pragmatech customers did not support the carrying value of Pragmatech assets,
including the unamortized goodwill.
NOTE 8 -- COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standard No. 130
"Reporting Comprehensive Income" ("SFAS 130") in fiscal 1999. SFAS 130 requires
companies to report a "comprehensive income" that includes unrealized gains and
losses and other items that have previously been excluded from net income and
reflected instead in stockholders' equity. A summary of comprehensive income for
the first nine months of fiscal 1999 and 1998 is as follows (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-------------------
JULY 3, JUNE 27,
1999 1998
------- --------
<S> <C> <C>
Net income............................................... $59,568 $63,591
Other comprehensive income:
Unrealized holding gains (losses) on available-for-sale
securities.......................................... (254) (22)
Foreign currency translation........................... (1,295) (101)
------- -------
Comprehensive income..................................... $58,019 $63,468
======= =======
</TABLE>
8
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SANMINA CORPORATION
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
NOTE 9 -- LONG-TERM DEBT
On May 1, 1999, the Company issued $350 million of 4.25% convertible
subordinated notes due on May 1, 2004. The notes are convertible into common
stock, at the option of the note holder, at a conversion price of approximately
$88.67 per share, subject to adjustments in certain events. The notes are
subordinated in right of payment to all existing and future senior indebtedness,
as defined, of the Company. The notes are redeemable at the option of the
Company on or after May 6, 2002. Interest is payable semi-annually on May 1 and
November 1.
NOTE 10 -- SUBSEQUENT EVENT
On August 4, 1999, the Company announced that it has entered into
agreements to acquire certain operations of Nortel Networks Corporation. The
operations relate to Nortel Networks Wireless Electro-Mechanical Subsystem
Assembly (EMSS) operations located in Calgary, Alberta, Canada and Chateaudon,
France. The Company also announced it has signed additional manufacturing
agreements with Motorola Corporation, Electroglas Inc., and Evans & Sutherland.
9
<PAGE> 10
SANMINA CORPORATION
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's") 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 Sanmina Cable Systems
("SCS") subsidiary (formerly known as "Golden Eagle Systems"), also manufactures
custom cable assemblies for electronics industry OEMs. In addition, the Company
operates a metal stamping and plating business.
Sanmina's assembly plants are located in Northern California, Richardson
and Plano, Texas, Manchester, New Hampshire, Durham, North Carolina,
Guntersville, Alabama, Calgary, Canada and Dublin, Ireland. Sanmina's printed
circuit board fabrication facilities are located in Northern California,
Southern California, and Nashua, New Hampshire. SCS's manufacturing facility is
located in Carrollton, Texas. As a result of Sanmina's merger with Altron Inc.
("Altron"), Sanmina has added new fabrication and assembly plants in the Boston
Massachusetts area, Northern California, and Richardson, Texas. In addition, as
a result of Sanmina's recent mergers with Telo Electronics Incorporated and
Manu-Tronics, Inc. ("Manu-Tronics"), Sanmina has added new assembly plants in
San Jose, California and Kenosha, Wisconsin.
Sanmina's results of operations have varied and may continue to fluctuate
significantly from period to period, including on a quarterly basis. 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 communications (voice and
data), industrial and medical instrumentation and high-speed 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
10
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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.
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.
Sanmina Corporation is subject to potential risks related to Year 2000
problems. Many computer systems and software products are unable to distinguish
years beginning with "19" from those beginning with "20." As a result, computer
systems and/or software products used by many companies may need to be upgraded
to comply with such Year 2000 requirements. Sanmina Corporation is currently
expending resources to review its products and services, as well as its internal
business and manufacturing systems in order to identify and modify those
products, services and systems that are not Year 2000 compliant. There can be no
assurance, however, that Sanmina will be able to solve all potential Year 2000
issues. Sanmina's reliance on its key suppliers, and therefore on the proper
functioning of their information systems and software, is increasing, and there
can be no assurance that another company's failure to address Year 2000 issues
could not have an adverse effect on Sanmina.
Sanmina has initiated formal communications with each of its significant
suppliers and customers to determine the extent to which Sanmina is vulnerable
to those third parties' failure to remediate their own Year 2000 issues. In
particular, in the event a product manufactured by Sanmina contained Year 2000
problems attributable to a design or product development flaw, it is likely that
sales of such product would be adversely affected, which would adversely affect
Sanmina's manufacturing services revenues attributable to such product. Such a
situation could have a material adverse effect on Sanmina's business, financial
condition and results of operations. Sanmina is requesting that third party
vendors represent their products and services to be Year 2000 compliant and that
they have a program to test for Year 2000 compliance. However, the response of
those third parties is beyond Sanmina's control. To the extent that Sanmina does
not receive adequate responses, it intends to develop contingency plans, with
completion of these plans scheduled for no later than August 27, 1999. At this
time, Sanmina cannot estimate the additional cost, if any, that might develop
from such contingency plans.
Other Year 2000-related problems such as disruptions in the delivery of
materials, power, heat or water to Sanmina's facilities, could prevent Sanmina
from being able to manufacture and ship its products. Sanmina plans to replace,
or upgrade, or otherwise work around any of its date driven systems that are not
Year 2000 compliant. Sanmina's Year 2000 Project Team will have compliance
solutions or other work-arounds
11
<PAGE> 12
implemented and tested by September 30, 1999. To date, Year 2000 costs are not
considered by Sanmina to be material to its financial condition. Sanmina has
estimated the cost of its Year 2000 project is approximately $1.7 million.
Through July 3, 1999, approximately $1.4 million of this amount has been
expended.
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/A for the fiscal year ended September 30, 1998.
RESULTS OF OPERATIONS
In November 1998, the Company completed its merger with Altron in a
transaction that was accounted for as a pooling of interests. In March 1999,
Sanmina completed its merger with Manu-Tronics in a transaction that was also
accounted for as a pooling of interests. Accordingly, results for the third
quarter and first nine months of fiscal 1998 have been restated to combine the
results of operations of Sanmina, Altron and Manu-Tronics.
The following table sets forth, for the three and nine months ended July 3,
1999 and June 27, 1998, 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 NINE MONTHS ENDED
-------------------- --------------------
JULY 3, JUNE 27, JULY 3, JUNE 27,
1999 1998 1999 1998
------- -------- ------- --------
<S> <C> <C> <C> <C>
Net sales..................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales................................. 78.6 78.7 79.2 78.9
Gross Profit................................ 21.4 21.3 20.8 21.1
Selling, general and administrative........... 5.7 6.6 6.4 6.8
Amortization of goodwill...................... .3 .3 .3 .3
Provision for plant closing and relocation.... -- -- 1.9 --
Write down of long-lived assets............... -- -- 1.3 --
Merger costs.................................. -- -- .6 .5
Operating income............................ 15.4 14.4 10.3 13.5
Other income (expense), net................... .6 (.1) .6 --
Income before income taxes.................. 16.0 14.3 10.9 13.5
Provision for income taxes.................... 5.9 5.0 4.0 4.8
Net income.................................... 10.1 9.3 6.9 8.7
</TABLE>
Sales for the third quarter of fiscal 1999 ended July 3, 1999 increased by
15.6% to $309.5 million from $267.6 million in the corresponding quarter of the
prior year. The increase in net sales was due primarily to increased shipments
of EMS assemblies to both existing and new customers. The Company experienced
growth across the customer base and its three key target markets of
communications, industrial and medical instrumentation and high-speed computer
systems. The overall increase in net sales reflects the continuing trend toward
outsourcing within the electronics industry. For the third quarter of fiscal
1999, and for the nine months ended July 3, 1999, approximately 87% 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 1998, EMS assembly revenues comprised 84% of Sanmina's revenues.
Gross margin increased from 21.3% in the third quarter of fiscal 1998 to
21.4% in the third quarter of the current year. The increase in gross margins
for the third quarter is a result of normal changes in the mix of products
shipped to certain customers and normal changes in customer mix. Gross margin
decreased from 21.1% for the first nine months of fiscal 1998 to 20.8% in the
first nine months of the current year. The decrease in gross margins for the
first nine months of fiscal 1999 was primarily attributable to charges recorded
12
<PAGE> 13
in the first quarter of fiscal 1999 related to the write down of obsolete
inventory and assets from acquired companies. Due to increased competition,
product and customer mix, the Company may experience decreases in gross margins.
In absolute dollars, operating expenses increased from $18.5 million in the
third quarter of fiscal 1998 to $18.8 million in the third quarter of fiscal
1999. As a percentage of sales, operating expenses decreased from 6.9% in the
third quarter of 1998 to 6.1% in the third quarter of the current year. For the
nine months, operating expenses in absolute dollars increased from $55.6 million
in fiscal 1998 to $91.5 million in fiscal 1999, and operating expenses as a
percentage of sales increased from 7.6% for the first nine months of fiscal 1998
to 10.6% for the first nine months of fiscal 1999. The increase in operating
expenses for the first nine months of fiscal 1999 was mainly attributable to
certain charges recorded in the first three months of fiscal 1999. These charges
of $36.1 million related to plant closing and relocation costs, write down of
long-lived assets, merger and other costs. The first quarter of fiscal 1998
included a charge of $3.9 million for merger related costs associated with the
acquisition of Elexsys International, Inc. Operating margins increased from
14.4% in the third quarter of 1998 to 15.4% in the third quarter of the current
year. The quarter-over-quarter increase in operating margin reflects higher
sales volume and Sanmina's strategy of focusing on growth in revenues and
operating income while maintaining control over expenses.
The 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 merged
Altron and Manu-Tronics operations.
For the third quarter of fiscal 1999, the Company reported net other income
of $1.8 million compared to net other expense of $0.2 million for the
corresponding quarter of last year. In the first quarter of fiscal 1998, the
Company repaid approximately $12.8 million of outstanding Elexsys debt. In
addition, in August 1998, $86.3 million of outstanding convertible subordinated
notes were converted into Common Stock as a result of a redemption call for such
notes issued by the Company. The decrease in outstanding debt resulted in the
reduction of interest expense for the first nine months of fiscal 1999.
The Company's provision for income taxes for the three month period ended
July 3, 1999 is based upon the Company's estimate of the effective tax rate for
fiscal 1999 of 36.5%. For the quarter ended June 27, 1998, the Company's
effective tax rate was 35.2%. The lower rate in the prior year represents the
benefit of foreign operations and merged companies taxed at a reduced rate.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents, and short-term investments as of July 3, 1999 were
$482.9 million as compared to $181.5 million at September 30, 1998. The increase
was mainly attributable to the issuance of approximately $350 million in
convertible subordinated notes. For the nine months ending July 3, 1999, cash
generated from operations was $71.0 million compared to $72.7 million for the
same period of fiscal 1998. The decrease between years primarily relates to the
timing for receivables and inventories. Working capital increased to $659.5
million as of July 3, 1999 compared to $300.3 million at September 30, 1998.
This was mainly due to the issuance of convertible subordinated notes.
Net cash used for investing activities for the first nine months of fiscal
1999 primarily related to the net purchases of short-term and long-term
investments and equipment for which the Company paid a total of approximately
$241.0 million in cash. Additionally, in the third quarter of fiscal 1999, the
Company paid approximately $6.0 million in cash for acquisitions.
13
<PAGE> 14
Net cash provided by financing activities for the first nine months of
fiscal year 1999 primarily related to the issuance of convertible subordinated
notes (net of issuance costs) of $341.1 million. The issuance proceeds were
partly offset by $13.0 million in payments of long term liabilities.
The Company has entered into an operating lease agreement for new
facilities in San Jose, California, where it will establish its corporate
headquarters and certain of its assembly operations. In connection with these
transactions, the Company pledged $52.9 million of its cash and investments as
collateral for certain obligations of the leases.
The Company expects to make additional capital expenditures relating to
facility and equipment enhancements as well as information systems upgrades in
existing facilities. 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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's investment portfolio. Currently, the Company does not
use derivative financial instruments in its investment portfolio. The Company
invests in high credit quality issuers and, by policy, limits the amount of
principal exposure to any one issuer. As stated in the Company's policy, the
Company seeks to ensure the safety and preservation of its invested principal
funds by limiting default and market risk.
The Company seeks to mitigate default risk by investing in high-credit
quality securities and by positioning its investment portfolio to respond to a
significant reduction in a credit rating of any investment issuer, guarantor or
depository. The Company seeks to mitigate market risk by limiting the principal
and investment term of funds held with any one issuer and by investing funds in
marketable securities with active secondary or resale markets.
Foreign Currency Exchange Risk
The Company transacts business in foreign countries. The Company's primary
foreign currency cash flows are in certain European countries. Currently, the
Company does not employ a foreign currency hedge program with respect to
transactions and expenditures originating in these or any other foreign
countries. The Company believes that its foreign currency exchange risk is
immaterial.
14
<PAGE> 15
SANMINA CORPORATION
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 29, 1999, the Company held its 1999 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,
Mario Rosati, and Samuel Altschuler as Directors of the Company:
<TABLE>
<CAPTION>
FOR WITHHELD
---------- --------
<S> <C> <C>
Jure Sola.............................................. 47,213,184 116,573
John Bolger............................................ 47,211,869 117,888
Neil Bonke............................................. 47,211,904 117,853
Bernard Vonderschmitt.................................. 47,204,669 125,088
Mario Rosati........................................... 47,208,930 120,827
Samuel Altschuler...................................... 47,204,620 125,137
</TABLE>
2. Approval of an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of Common
Stock:
For: 32,446,399 Against: 14,867,520 Abstain: 15,838
3. Approval of the adoption of the Company's 1999 Stock Plan:
For: 23,072,168 Against: 18,816,117 Abstain: 27,270
4. Approval of an amendment to the Company's 1993 Employee Stock Purchase
Plan to increase the number of shares reserved for issuance thereunder:
For: 41,120,504 Against: 761,877 Abstain: 33,174
5. Ratification of the appointment of Arthur Andersen LLP as the
independent public accountants of the Company for the fiscal year ending
October 2, 1999:
For: 47,305,310 Against: 14,672 Abstain: 9,775
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
27.1 Financial Data Schedule for nine month period ended July 3,
1999
27.2 Financial Data Schedule for nine month period ended June 27,
1998
</TABLE>
(b) Reports on Form 8-K
On December 14, 1998, the Company filed a report on Form 8-K relating to
the acquisition of Altron.
On February 10, 1999, the Company filed a report on Form 8-K/A relating to
the acquisition of Altron.
On April 29, 1999, the Company filed a report on Form 8-K relating to the
acquisition of Manu-Tronics.
On April 30, 1999, the Company filed a report on Form 8-K relating to the
offering of convertible subordinated notes.
15
<PAGE> 16
SANMINA CORPORATION
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: August 18, 1999
By: /s/ RANDY W. FURR
------------------------------------
Randy W. Furr
President and Chief Operating
Officer
By: /s/ ELIZABETH J. FOREMAN
------------------------------------
Elizabeth J. Foreman
Chief Financial Officer
16
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
27.1 Financial Data Schedule for nine month period ended July 3,
1999
27.2 Financial Data Schedule for nine month period ended June 27,
1998
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-02-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUL-03-1999
<CASH> 247,684
<SECURITIES> 235,258
<RECEIVABLES> 165,660
<ALLOWANCES> 8,467
<INVENTORY> 142,004
<CURRENT-ASSETS> 826,073
<PP&E> 389,161
<DEPRECIATION> 194,283
<TOTAL-ASSETS> 1,101,180
<CURRENT-LIABILITIES> 166,574
<BONDS> 368,125
0
0
<COMMON> 586
<OTHER-SE> 565,895
<TOTAL-LIABILITY-AND-EQUITY> 1,101,180
<SALES> 866,169
<TOTAL-REVENUES> 866,169
<CGS> 685,896
<TOTAL-COSTS> 685,896
<OTHER-EXPENSES> 91,475
<LOSS-PROVISION> 578
<INTEREST-EXPENSE> 5,334<F1>
<INCOME-PRETAX> 94,132
<INCOME-TAX> 34,564
<INCOME-CONTINUING> 59,568
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 59,568
<EPS-BASIC> 1.03<F2>
<EPS-DILUTED> 0.97<F3>
<FN>
<F1>INTEREST EXPENSE IS NET OF INTEREST INCOME, THE POSITIVE AMOUNT IS INCOME AND
THE NEGATIVE 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> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> JUN-27-1998
<CASH> 38,302
<SECURITIES> 124,429
<RECEIVABLES> 132,331
<ALLOWANCES> 5,603
<INVENTORY> 111,635
<CURRENT-ASSETS> 423,039
<PP&E> 361,774
<DEPRECIATION> 169,947
<TOTAL-ASSETS> 637,955
<CURRENT-LIABILITIES> 149,717
<BONDS> 125,554
0
0
<COMMON> 502
<OTHER-SE> 362,182
<TOTAL-LIABILITY-AND-EQUITY> 637,955
<SALES> 729,174
<TOTAL-REVENUES> 729,174
<CGS> 575,025
<TOTAL-COSTS> 575,025
<OTHER-EXPENSES> 55,557
<LOSS-PROVISION> 1,216
<INTEREST-EXPENSE> (174)<F1>
<INCOME-PRETAX> 98,418
<INCOME-TAX> 34,827
<INCOME-CONTINUING> 63,591
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 63,591
<EPS-BASIC> 1.29
<EPS-DILUTED> 1.13<F2>
<FN>
<F1>Interest Expense is net of Interest Income, the positive amount is income
and the negative is interest expense.
<F2>EPS is reported as "Diluted EPS" as prescribed by SFAS 128.
</FN>
</TABLE>
