DEI Document
DEI Document - shares | 6 Months Ended | |
Apr. 02, 2016 | Apr. 25, 2016 | |
Document and entity information [Abstract] | ||
Entity Registrant Name | SANMINA CORP | |
Entity Central Index Key | 897,723 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 2, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --10-01 | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 73,632,621 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 02, 2016 | Oct. 03, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 407,319 | $ 412,253 |
Accounts receivable, net of allowances of $13.4 million in both periods | 998,600 | 936,952 |
Inventories | 922,704 | 918,728 |
Prepaid expenses and other current assets | 64,313 | 55,047 |
Total current assets | 2,392,936 | 2,322,980 |
Property, plant and equipment, net | 611,799 | 590,844 |
Deferred tax assets | 476,009 | 497,605 |
Other | 117,590 | 81,835 |
Total assets | 3,598,334 | 3,493,264 |
Current liabilities: | ||
Accounts payable | 1,104,187 | 1,035,323 |
Accrued liabilities | 134,670 | 111,416 |
Accrued payroll and related benefits | 119,964 | 120,402 |
Short-term debt, including current portion of long-term debt | 136,430 | 113,416 |
Total current liabilities | 1,495,251 | 1,380,557 |
Long-term liabilities: | ||
Long-term debt | 437,566 | 423,949 |
Other | 170,423 | 168,287 |
Total long-term liabilities | $ 607,989 | $ 592,236 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity | $ 1,495,094 | $ 1,520,471 |
Total liabilities and stockholders' equity | $ 3,598,334 | $ 3,493,264 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Apr. 02, 2016 | Oct. 03, 2015 |
Allowance for Doubtful Accounts | $ 13,471 | $ 13,439 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2016 | Mar. 28, 2015 | Apr. 02, 2016 | Mar. 28, 2015 | |
Net sales | $ 1,611,174 | $ 1,527,530 | $ 3,145,888 | $ 3,198,692 |
Cost of sales | 1,474,462 | 1,412,267 | 2,885,538 | 2,957,083 |
Gross profit | 136,712 | 115,263 | 260,350 | 241,609 |
Operating expenses: | ||||
Selling, general and administrative | 63,494 | 57,023 | 121,187 | 116,441 |
Research and development | 9,997 | 7,559 | 19,644 | 15,628 |
Restructuring costs | 1,204 | 1,740 | 1,757 | 4,740 |
Amortization of intangible assets | 918 | 425 | 1,610 | 850 |
Asset impairments | 0 | 0 | 1,000 | 1,954 |
Gain on sales of long-lived assets | 0 | (1,136) | 0 | (1,136) |
Total operating expenses | 75,613 | 65,611 | 145,198 | 138,477 |
Operating income | 61,099 | 49,652 | 115,152 | 103,132 |
Interest income | 159 | 265 | 307 | 554 |
Interest expense | (6,353) | (6,197) | (12,231) | (12,634) |
Other income (expense), net | 489 | (365) | 271 | (1,893) |
Interest and other, net | (5,705) | (6,297) | (11,653) | (13,973) |
Income before income taxes | 55,394 | 43,355 | 103,499 | 89,159 |
Provision for income taxes | 25,033 | 28,607 | 46,000 | 51,755 |
Net income | $ 30,361 | $ 14,748 | $ 57,499 | $ 37,404 |
Net income per share: | ||||
Basic | $ 0.40 | $ 0.18 | $ 0.75 | $ 0.45 |
Diluted | $ 0.39 | $ 0.17 | $ 0.72 | $ 0.43 |
Weighted average shares used in computing per share amounts: | ||||
Basic | 75,477 | 82,977 | 76,605 | 82,762 |
Diluted | 78,525 | 86,897 | 79,740 | 86,797 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2016 | Mar. 28, 2015 | Apr. 02, 2016 | Mar. 28, 2015 | |
Net income | $ 30,361 | $ 14,748 | $ 57,499 | $ 37,404 |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation adjustments | 2,797 | (4,934) | 1,906 | (9,794) |
Derivative financial instruments: | ||||
Change in net unrealized amount | (1,354) | (1,328) | (990) | (2,726) |
Amount reclassified into net income | 1,457 | 1,222 | 1,162 | 2,663 |
Defined benefit plans: | ||||
Changes in unrecognized net actuarial loss and unrecognized transition cost | (483) | 870 | (108) | 1,145 |
Amortization of actuarial losses and transition costs | 442 | 300 | 864 | 636 |
Total other comprehensive income (loss) | 2,859 | (3,870) | 2,834 | (8,076) |
Comprehensive income | $ 33,220 | $ 10,878 | $ 60,333 | $ 29,328 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Apr. 02, 2016 | Mar. 28, 2015 | |
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: | ||
Net income | $ 57,499 | $ 37,404 |
Adjustments to reconcile net income to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 53,443 | 49,531 |
Stock-based compensation expense | 12,537 | 11,205 |
Deferred income taxes | 21,624 | 19,538 |
Other, net | (22) | 3,733 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Accounts receivable | (60,744) | 52,580 |
Inventories | 28,833 | 28,248 |
Prepaid expenses and other assets | (6,495) | 7,642 |
Accounts payable | 79,046 | (114,287) |
Accrued liabilities | 19,588 | (32,038) |
Cash provided by operating activities | 205,309 | 63,556 |
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (58,013) | (51,317) |
Proceeds from sales of property, plant and equipment | 332 | 6,824 |
Cash paid for business combinations, net of cash acquired | (58,878) | 0 |
Cash used in investing activities | (116,559) | (44,493) |
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: | ||
Repayments of long-term debt | (966) | (105,250) |
Repayments of short-term borrowings | 0 | (10,221) |
Proceeds from revolving credit facility borrowings | 1,609,700 | 1,085,500 |
Repayments of revolving credit facility borrowings | (1,604,700) | (1,045,500) |
Proceeds from termination of interest rate swap | 0 | 3,258 |
Net proceeds from stock issuances | 5,752 | 16,358 |
Repurchases of common stock | (103,960) | (22,982) |
Cash used in financing activities | (94,174) | (78,837) |
Effect of exchange rate changes | 490 | 884 |
Decrease in cash and cash equivalents | (4,934) | (58,890) |
Cash and cash equivalents at beginning of period | 412,253 | 466,607 |
Cash and cash equivalents at end of period | 407,319 | 407,717 |
Cash paid during the period for: | ||
Interest, net of capitalized interest | 10,028 | 9,466 |
Income taxes, net of refunds | 16,356 | 31,207 |
Non-interest bearing promissory notes issued in conjunction with a business combination (refer to Note 8) | $ 30,105 | $ 0 |
Note 1 Basis of Presentation
Note 1 Basis of Presentation | 6 Months Ended |
Apr. 02, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Sanmina Corporation (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted pursuant to those rules or regulations. The interim condensed consolidated financial statements are unaudited, but reflect all adjustments, consisting primarily of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended October 3, 2015 , included in the Company's 2015 Annual Report on Form 10-K. The preparation of financial statements 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 materially from those estimates. Results of operations for the second quarter of 2016 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year. The Company operates on a 52 or 53 week year ending on the Saturday nearest September 30. Fiscal 2015 was a 53-week year, with the extra week in the fourth fiscal quarter, and fiscal 2016 will be a 52-week year. All references to years relate to fiscal years unless otherwise noted. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09 "Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting". This standard addresses several aspects of accounting for share-based payment award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, and (c) classification in the statement of cash flows. The new standard is effective for the Company at the beginning of fiscal 2018, including interim periods within that reporting period, but early adoption is allowed. The Company is currently evaluating the impact of adopting this new accounting standard. In February 2016, the FASB issued ASU 2016-02, "Leases: Amendments to the FASB Accounting Standards Codification (Topic 842)". This ASU requires the Company to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with terms of more than twelve months. This ASU also requires disclosures enabling the users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. The new standard is effective for the Company at the beginning of fiscal 2020, including interim periods within that reporting period. The Company is currently evaluating the impact of adopting this new accounting standard. In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments (Topic 805)". This ASU requires the Company to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are determined. Additionally, the Company is required to disclose the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to provisional amounts had been recognized as of the acquisition date. The new standard is effective for the Company at the beginning of fiscal 2017. In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory (Topic 330)". This ASU requires measurement of inventory at the lower of cost or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Currently, inventory is generally measured at the lower of cost or market, except for excess and obsolete inventories which are carried at their estimated net realizable values. This new standard is effective for the Company in fiscal 2018, including interim periods within that reporting period. The Company is currently evaluating the impact of adopting this new accounting standard. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for the Company in fiscal 2019, including interim periods within that reporting period, using one of two prescribed transition methods. The Company, together with other EMS industry participants, continues to closely monitor implementation issues and other guidance published by the standard setters. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting. |
Note 2 Inventories
Note 2 Inventories | 6 Months Ended |
Apr. 02, 2016 | |
Inventory, Net [Abstract] | |
Inventory Disclosure [Text Block] | Inventories Components of inventories were as follows: As of April 2, October 3, (In thousands) Raw materials $ 611,896 $ 624,514 Work-in-process 115,233 120,131 Finished goods 195,575 174,083 Total $ 922,704 $ 918,728 |
Note 3 Financial Instruments
Note 3 Financial Instruments | 6 Months Ended |
Apr. 02, 2016 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Derivatives and Fair Value [Text Block] | Financial Instruments Fair Value Measurements Fair Value of Financial Instruments The fair values of cash equivalents, accounts receivable, accounts payable and short-term debt approximate carrying value due to the short term duration of these instruments. Fair Value Option for Long-term Debt As of April 2, 2016 , the aggregate carrying amount of the Company's long-term debt instruments approximated fair value as estimated based primarily on quoted prices. The Company has elected not to record its long-term debt instruments at fair value. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company's primary financial assets and liabilities measured at fair value on a recurring basis are deferred compensation plan assets, foreign exchange contracts, defined benefit plan assets and contingent consideration. Deferred compensation plan assets, foreign exchange contracts and contingent consideration were not material as of April 2, 2016 or October 3, 2015 . Defined benefit plan assets are measured at fair value in the fourth quarter of each year. During the second quarter of 2016, the fair value of the Company's contingent consideration liability decreased by $7.6 million , resulting in a $7.6 million credit to cost of sales on the condensed consolidated statement of income. The change in fair value resulted from a revision to the Company's estimate of future earnout payments, driven primarily by weakened conditions in the oil and gas industry and uncertainties about consolidation activity within that industry on the Company's customers. Offsetting Derivative Assets and Liabilities The Company has entered into master netting arrangements with each of its derivative counterparties that allows net settlement of derivative assets and liabilities under certain conditions, such as multiple transactions with the same currency maturing on the same date. The Company presents its derivative assets and derivative liabilities on a gross basis on the unaudited condensed consolidated balance sheets. The amount that the Company had the right to offset under these netting arrangements was not material as of April 2, 2016 or October 3, 2015 . Derivative Instruments The Company is exposed to certain risks related to its ongoing business operations. The primary risk managed by using derivative instruments is foreign exchange rate risk. Forward contracts on various foreign currencies are used to manage foreign currency risk associated with forecasted foreign currency transactions and certain monetary assets and liabilities denominated in non-functional currencies. The Company's primary foreign currency cash flows are in certain Asian and European countries, Brazil, Israel and Mexico. The Company had the following outstanding foreign currency forward contracts that were entered into to hedge foreign currency exposures: As of April 2, 2016 October 3, 2015 Derivatives Designated as Accounting Hedges: Notional amount (in thousands) $ 88,798 $ 76,465 Number of contracts 42 41 Derivatives Not Designated as Accounting Hedges: Notional amount (in thousands) $ 356,308 $ 230,084 Number of contracts 49 46 The Company utilizes foreign currency forward contracts to hedge certain operational (“cash flow”) exposures resulting from changes in foreign currency exchange rates. Such exposures generally result from (1) forecasted sales denominated in currencies other than those used to pay for materials and labor, (2) forecasted non-functional currency labor and overhead expenses, (3) forecasted non-functional currency operating expenses and (4) anticipated capital expenditures denominated in a currency other than the functional currency of the entity making the expenditures. These contracts are accounted for as cash flow hedges and are generally one to two months in duration but, by policy, may be up to twelve months in duration. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income ("AOCI"), a component of equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The amount of gain (loss) recognized in Other Comprehensive Income ("OCI") on derivative instruments (effective portion), the amount of gain (loss) reclassified from AOCI into income (effective portion) and the amount of ineffectiveness were not material for any period presented herein. As of April 2, 2016 , AOCI related to foreign currency forward contracts was not material . The Company also enters into short-term foreign currency forward contracts to hedge foreign currency exposures associated with certain monetary assets and liabilities denominated in non-functional currencies. These contracts generally have maturities of up to two months and are not designated as accounting hedges. Accordingly, these contracts are marked-to-market at the end of each period with unrealized gains and losses recorded in other expense, net, in the unaudited condensed consolidated statements of income. The amount of gains (losses) associated with these forward contracts were not material for any period presented herein. From an economic perspective, the objective of the Company's hedging program is for gains and losses on forward contracts to substantially offset gains and losses on the underlying hedged items. In addition to the short-term contracts discussed above, the Company has a foreign currency forward contract that matures in 2020. The Company entered into this contract in the second quarter of 2016 to hedge a foreign currency exposure associated with a long-term promissory note issued in connection with a business combination. |
Note 4 Debt
Note 4 Debt | 6 Months Ended |
Apr. 02, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Debt Long-term debt consisted of the following: As of April 2, October 3, (In thousands) Secured debt $ 40,000 $ 40,000 Senior secured notes due 2019 ("Secured Notes") 375,000 375,000 Non-interest bearing promissory notes 25,982 12,365 Total long-term debt 440,982 427,365 Less: Current Portion Current portion of non-interest bearing promissory notes 3,416 3,416 Long-term debt $ 437,566 $ 423,949 On February 1, 2016 , the Company completed an acquisition and financed $15.0 million of the purchase price with the acquiree using a four-year non-interest bearing promissory note . The carrying amount of the note was $13.3 million as of April 2, 2016 . Short-term debt The Company has a $375 million secured revolving credit facility (the "Cash Flow Revolver") that may be increased by an additional $125 million upon obtaining additional commitments from lenders then party to the Cash Flow Revolver or new lenders. The Cash Flow Revolver expires on May 20, 2020 , but may be terminated by the lenders as early as March 4, 2019 if certain conditions exist. As of April 2, 2016 , $115.0 million of borrowings and $27.2 million of letters of credit were outstanding under the Cash Flow Revolver. On January 5, 2016 , the Company completed an acquisition and financed $18.0 million of the purchase price with the acquiree using a non-interest bearing promissory note due May 1, 2016 . As of April 2, 2016 , certain foreign subsidiaries of the Company had a total of $74.4 million of short-term borrowing facilities, under which no borrowings were outstanding. These facilities expire at various dates through the second quarter of 2017. Debt covenants The Company's Cash Flow Revolver requires the Company to comply with certain financial covenants. Additionally, the agreement covering the Company’s $40 million debt collateralized by the Company’s corporate campus (the “Secured Debt”) requires the Company to comply with a financial covenant if certain conditions exist, none of which existed as of April 2, 2016 . The Company's debt agreements contain a number of restrictive covenants, restrictions on incurring additional debt, making investments and other restricted payments, selling assets, paying dividends and redeeming or repurchasing capital stock and debt, subject to certain exceptions. The Company was in compliance with these covenants as of April 2, 2016 . |
Note 5 Commitments and Continge
Note 5 Commitments and Contingencies | 6 Months Ended |
Apr. 02, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies From time to time, the Company is a party to litigation, claims and other contingencies, including environmental and employee matters and examinations and investigations by governmental agencies, which arise in the ordinary course of business. The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable in accordance with ASC Topic 450, Contingencies, or other applicable accounting standards. As of April 2, 2016 and October 3, 2015 , the Company had reserves of $43.5 million and $49.2 million , respectively, for environmental matters, warranty, litigation and other contingencies (excluding reserves for uncertain tax positions) which the Company believes are adequate. However, there can be no assurance that the Company's reserves will be sufficient to settle these contingencies. Such reserves are included in accrued liabilities and other long-term liabilities on the unaudited condensed consolidated balance sheets. Legal Proceedings Environmental Matters The Company is subject to various federal, state, local and foreign laws, regulations and administrative orders concerning environmental protection, including those addressing the discharge of pollutants into the environment, the management and handling of hazardous substances, the cleanup of contaminated sites, the materials used in products, and the generation, recycling, treatment and disposal of hazardous waste. As of April 2, 2016 , the Company had been named in a lawsuit and several administrative orders alleging certain of its current and former sites contributed to groundwater contamination. One such order requires our Canadian subsidiary to remediate certain environmental contamination at a site owned by the subsidiary between 1999 and 2006. As of April 2, 2016 , the Company believes it has reserved a sufficient amount to satisfy anticipated future investigation and remediation costs at this site. In June 2008, the Company was named by the Orange County Water District in a suit alleging that its actions contributed to polluted groundwater managed by the plaintiff. The complaint seeks recovery of compensatory and other damages, as well as declaratory relief, for the payment of costs necessary to investigate, monitor, remediate, abate and contain contamination of groundwater within the plaintiff’s control. In April 2013, all claims against the Company were dismissed. The plaintiff has appealed this dismissal and the Company expects the appeal to be heard in calendar 2016. Other Matters Two of the Company’s subsidiaries in Brazil are parties to several administrative and judicial proceedings for claims alleging that these subsidiaries failed to comply with certain bookkeeping and tax rules for certain periods between 2001 and 2010. These claims seek payment of social fund contributions and income and excise taxes allegedly owed by the subsidiaries, as well as fines. The subsidiaries believe they have meritorious positions in these matters and intend to contest the claims, although there can be no assurance that these claims will not have a material adverse effect on the Company’s results of operations in the future. Refer to Part II, Item 1 for further information regarding these matters. Other Contingencies One of the Company's most significant risks is the ultimate realization of accounts receivable and customer inventory liabilities. This risk is partially mitigated by ongoing credit evaluations of, and frequent contact with, the Company's customers, especially its most significant customers, thus enabling it to monitor changes in business operations and respond accordingly. In the first quarter of 2015, one of the Company’s customers, GT Advanced Technologies ("GTAT"), filed a petition for reorganization under bankruptcy law. As of April 2, 2016 and October 3, 2015 , the Company's accounts receivable and inventory exposure of $12.0 million for this customer was fully reserved, including $3.9 million of reserves provided in the first quarter of 2015. GTAT emerged from bankruptcy on March 18, 2016 as a newly reorganized company. Commitments - Operating Leases The Company leases certain of its facilities and equipment under non-cancellable operating leases. As of April 2, 2016 and October 3, 2015 , the Company had commitments of $84.6 million and $66.1 million , respectively, in connection with these leases. |
Note 6 Income Tax
Note 6 Income Tax | 6 Months Ended |
Apr. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Tax The Company estimates its annual effective income tax rate at the end of each quarterly period. The estimate takes into account the geographic mix of expected pre-tax income (loss), expected total annual pre-tax income (loss), enacted changes in tax laws, implementation of tax planning strategies and possible outcomes of audits and other uncertain tax positions. To the extent there are fluctuations in any of these variables during a period, the provision for income taxes may vary. The provision for income taxes for the second quarter of 2016 and 2015 was $25.0 million and $28.6 million , respectively, and $46.0 million and $51.8 million for the six months ended April 2, 2016 and March 28, 2015 , respectively. Although pre-tax income was higher for the three and six months ended April 2, 2016, income tax expense was lower for the three and six months ended April 2, 2016 primarily as a result of the resolution of a foreign tax audit and certain adjustments to unrecognized tax benefits in 2015. In 2014, a foreign tax authority completed its audit of the Company’s 2006 tax return and issued an assessment challenging certain of the Company’s tax positions. Although the Company disagreed with the assessment and vigorously contested it through the appropriate administrative procedures, the Company made a significant payment to the foreign tax authority during the quarter ended March 28, 2015 to resolve all issues related to this audit. This payment increased income tax expense by a net amount of $15.5 million in the second quarter of 2015, which represents the amount by which the amount paid exceeded the Company's reserve for this uncertain tax position. This audit was formally closed in the first quarter of 2016, with no adjustment to the Company's income tax reserves or additional payment required. In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2015-17, "Balance Sheet Classification of Deferred Taxes". This ASU requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The new guidance is effective for the Company in fiscal 2018. In order to simplify the presentation of deferred taxes, the Company elected to early adopt ASU 2015-17 as of the beginning of 2016 and to apply the new standard retrospectively. The condensed consolidated balance sheet as of October 3, 2015 was adjusted accordingly, resulting in a reclassification of $74.9 million of deferred tax assets from Prepaid expenses and other current assets to Deferred tax assets (noncurrent). |
Note 7 Stockholders' Equity
Note 7 Stockholders' Equity | 6 Months Ended |
Apr. 02, 2016 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Stockholder's Equity Accumulated Other Comprehensive Income Accumulated other comprehensive income, net of tax as applicable, consisted of the following: As of April 2, October 3, (In thousands) Foreign currency translation adjustments $ 88,536 $ 86,630 Unrealized holding losses on derivative financial instruments (511 ) (683 ) Unrecognized net actuarial loss and transition cost for benefit plans (18,620 ) (19,376 ) Total $ 69,405 $ 66,571 Stock Repurchase Program During the six months ended April 2, 2016 and March 28, 2015 , the Company repurchased 5.3 million and 1.0 million shares of its common stock for $103.4 million and $21.6 million , respectively. As of April 2, 2016 , $100.5 million remains available under a stock repurchase program authorized by the Company's Board of Directors in 2015. This authorization has no expiration date. In addition to the repurchases discussed above, the Company repurchased 20,000 and 53,530 shares of its common stock during the six months ended April 2, 2016 and March 28, 2015 , respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock units. The Company paid $0.5 million and $1.4 million , respectively, in conjunction with these repurchases. |
Note 8 Acquisition
Note 8 Acquisition | 6 Months Ended |
Apr. 02, 2016 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions FY 2016 Acquisitions Storage Software Provider On January 5, 2016 , the Company purchased all of the outstanding stock of a privately-held provider of data storage software solutions to Original Equipment Manufacturers and Storage Integrators. The acquisition is expected to enable the Company to extend its storage product offerings from storage hardware to a full storage solution product. Total consideration paid for this acquisition was $36.8 million , consisting of $19.0 million of cash and a non-interest bearing promissory note due in May 1, 2016 with a discounted value of $17.8 million as of the acquisition date. The acquisition will be reported in the Company's CPS operating segment. The Company is in the process of finalizing the fair values of assets and liabilities acquired. The Company's preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition, as follows: (In thousands) Current assets, including cash of $1.3 million $ 1,618 Noncurrent assets, including identifiable intangible assets of $7.3 million and goodwill of $30.8 million 38,510 Current liabilities (3,146 ) Noncurrent liabilities (144 ) Total $ 36,838 Goodwill is tax deductible and reflects the Company's expectation that the acquisition will enable the Company to broaden its relationships with certain of its existing key customers and leverage the acquisition to develop other software solutions. Goodwill and identifiable assets are recorded in other non-current assets on the condensed consolidated balance sheets. Identifiable intangible assets are being amortized over three to four years. Malaysian Manufacturing Facility On February 1, 2016 , the Company completed its acquisition of a manufacturing facility, located in Malaysia, and related assets from a customer in the industrial end market. As part of this transaction, the Company also entered into a master supply agreement for the provision of products to such customer. The acquisition augments the Company's current manufacturing footprint and technological capabilities for serving this diverse end-user customer base. Total consideration paid for this acquisition was $53.5 million , consisting of $41.2 million of cash and a four-year non-interest bearing promissory note with a discounted value of $12.3 million as of the acquisition date. This acquisition will be reported in the Company's IMS reportable segment. The Company is in the process of finalizing the fair values of assets acquired. The Company's preliminary allocation of the purchase price has been allocated based on management's estimate of the acquisition date fair values of assets acquired, as follows: (In thousands) Current assets $ 31,580 Noncurrent assets 24,122 Noncurrent liabilities (581 ) Total $ 55,121 Consideration paid was less than the fair values of assets acquired, resulting in a bargain purchase gain of $1.6 million , which has been recorded in interest and other, net on the condensed consolidated statements of income. The Company reassessed the recognition and measurement of identifiable assets and liabilities acquired and concluded that all acquired assets and liabilities were recognized and that the valuation procedures and resulting estimates of fair values were appropriate. The bargain purchase gain resulted from the discount attributable to financing a portion of the purchase price with the acquiree using a non-interest bearing promissory note. These acquisitions did not materially affect the Company's results of operations for the second quarter of 2016. FY 2015 Acquisition During the fourth quarter of 2015, the Company purchased all outstanding stock of a privately-held company that designs and manufactures equipment for the oil and gas industry. Consideration for the acquisition consisted of cash of approximately $13.9 million plus up to an additional $23.5 million if certain annual earnings targets are achieved . The fair value of contingent consideration was determined to be $11.0 million as of the acquisition date. During the second quarter of 2016, the fair value of the Company's contingent consideration liability decreased by $7.6 million , resulting in a $7.6 million credit to cost of sales on the condensed consolidated statement of income. The change in fair value resulted from a revision to the Company's estimate of future earnout payments, driven primarily by weakened conditions in the oil and gas industry and uncertainties about consolidation activity within that industry on the Company's customers. |
Note 9 Business Segment, Geogra
Note 9 Business Segment, Geographic and Customer Information | 6 Months Ended |
Apr. 02, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Business Segment, Geographic and Customer Information ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments, products and services, geographic areas of operations and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker or decision making group in deciding how to allocate resources and in assessing performance. The Company's operations are managed as two businesses: Integrated Manufacturing Solutions (IMS) and Components, Products and Services (CPS). The Company's CPS business consists of multiple operating segments which do not meet the quantitative threshold for being presented as reportable segments. Therefore, financial information for these operating segments is presented in a single category entitled "CPS" and the Company has only one reportable segment - IMS. The following table presents revenue and a non-GAAP measure of segment gross profit used by management to allocate resources and assess performance of operating segments: Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Gross sales: IMS $ 1,314,504 $ 1,228,682 $ 2,553,772 $ 2,605,516 CPS 343,337 340,948 688,985 693,285 Intersegment revenue (46,667 ) (42,100 ) (96,869 ) (100,109 ) Net sales $ 1,611,174 $ 1,527,530 $ 3,145,888 $ 3,198,692 Gross profit: IMS $ 96,841 $ 81,836 $ 192,450 $ 182,743 CPS 35,447 35,378 65,549 66,945 Total 132,288 117,214 257,999 249,688 Unallocated items (1) 4,424 (1,951 ) 2,351 (8,079 ) Total $ 136,712 $ 115,263 $ 260,350 $ 241,609 (1) For purposes of evaluating segment performance, management excludes certain items from its measures of gross profit. These items include stock-based compensation expense, amortization of intangible assets, charges or credits resulting from distressed customers, acquisition-related items and similar items that either occur infrequently or are of a non-operational nature. Net sales by geographic segment, determined based on the country in which a product is manufactured, was as follows: Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Net sales United States $ 260,085 $ 240,264 $ 514,464 $ 480,551 Mexico 445,009 482,477 929,979 1,013,931 China 383,967 362,794 751,226 775,601 Other international 522,113 441,995 950,219 928,609 Total $ 1,611,174 $ 1,527,530 $ 3,145,888 $ 3,198,692 Percentage of net sales represented by ten largest customers 53.9 % 49.6 % 52.2 % 49.7 % Number of customers representing 10% or more of net sales 1 — 1 — |
Note 10 Earnings Per Share
Note 10 Earnings Per Share | 6 Months Ended |
Apr. 02, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Earnings Per Share Basic and diluted per share amounts are calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period, as follows: Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands, except per share data) Numerator: Net income $ 30,361 $ 14,748 $ 57,499 $ 37,404 Denominator: Weighted average common shares outstanding 75,477 82,977 76,605 82,762 Effect of dilutive stock options and restricted stock units 3,048 3,920 3,135 4,035 Denominator for diluted earnings per share 78,525 86,897 79,740 86,797 Net income per share: Basic $ 0.40 $ 0.18 $ 0.75 $ 0.45 Diluted $ 0.39 $ 0.17 $ 0.72 $ 0.43 The following table presents weighted-average dilutive securities that were excluded from the above calculation because their inclusion would have had an anti-dilutive effect under ASC Topic 260, Earnings per Share , due to application of the treasury stock method: Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Potentially dilutive securities: Employee stock options 1,531 602 1,550 474 Restricted stock units 64 245 4 159 Total 1,595 847 1,554 633 |
Note 11 Stock-Based Compensatio
Note 11 Stock-Based Compensation | 6 Months Ended |
Apr. 02, 2016 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock-Based Compensation Stock-based compensation expense was attributable to: Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Stock options $ 1,243 $ 3,035 $ 2,483 $ 6,238 Restricted stock units 7,242 2,453 10,054 4,967 Total $ 8,485 $ 5,488 $ 12,537 $ 11,205 Stock-based compensation expense was recognized as follows: Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Cost of sales $ 1,932 $ 1,491 $ 3,337 $ 3,067 Selling, general and administrative 6,422 3,959 8,988 8,062 Research and development 131 38 212 76 Total $ 8,485 $ 5,488 $ 12,537 $ 11,205 During the second quarter of 2016, the Company's stockholders approved the reservation of an additional 1.9 million shares of common stock for future issuance under the Company's 2009 Incentive Plan. As of April 2, 2016 , an aggregate of 13.8 million shares were authorized for future issuance under the Company's stock plans, of which 10.6 million of such shares were issuable upon exercise of outstanding options and delivery of shares upon vesting of restricted stock units and 3.2 million shares of common stock were available for future grant. Stock Options Stock option activity was as follows: Number of Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of In-The-Money Options ($) (In thousands) (In thousands) Outstanding as of October 3, 2015 7,033 13.05 4.94 53,938 Granted 1 23.77 Exercised/Cancelled/Forfeited/Expired (534 ) 13.05 Outstanding as of April 2, 2016 6,500 13.05 4.46 60,876 Vested and expected to vest as of April 2, 2016 6,449 12.99 4.43 60,699 Exercisable as of April 2, 2016 5,784 12.35 4.03 57,531 The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value of in-the-money options that would have been received by the option holders had all option holders exercised such options at the Company's closing stock price on the date indicated. As of April 2, 2016 , unrecognized compensation expense of $4.6 million is expected to be recognized over a weighted average period of 1.8 years. Restricted Stock Units Activity with respect to the Company's restricted stock units was as follows: Number of Shares Weighted- Average Grant Date Fair Value ($) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($) (In thousands) (In thousands) Outstanding as of October 3, 2015 2,979 16.52 1.52 59,843 Granted 1,339 22.46 Vested/Forfeited/Cancelled (184 ) 16.13 Outstanding as of April 2, 2016 4,134 18.46 1.65 91,701 Expected to vest as of April 2, 2016 2,529 17.24 1.29 56,083 As of April 2, 2016 , unrecognized compensation expense of $24.7 million is expected to be recognized over a weighted average period of 1.34 years. Additionally, as of April 2, 2016 , unrecognized compensation expense related to performance-based restricted stock units for which achievement of the performance criteria is not considered probable was $28.8 million . |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Apr. 02, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting [Text Block] | The accompanying unaudited condensed consolidated financial statements of Sanmina Corporation (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted pursuant to those rules or regulations. The interim condensed consolidated financial statements are unaudited, but reflect all adjustments, consisting primarily of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended October 3, 2015 , included in the Company's 2015 Annual Report on Form 10-K. |
Use of Estimates, Policy [Policy Text Block] | The preparation of financial statements 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 materially from those estimates. Results of operations for the second quarter of 2016 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year. |
Fiscal Period, Policy [Policy Text Block] | The Company operates on a 52 or 53 week year ending on the Saturday nearest September 30. Fiscal 2015 was a 53-week year, with the extra week in the fourth fiscal quarter, and fiscal 2016 will be a 52-week year. All references to years relate to fiscal years unless otherwise noted. |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09 "Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting". This standard addresses several aspects of accounting for share-based payment award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, and (c) classification in the statement of cash flows. The new standard is effective for the Company at the beginning of fiscal 2018, including interim periods within that reporting period, but early adoption is allowed. The Company is currently evaluating the impact of adopting this new accounting standard. In February 2016, the FASB issued ASU 2016-02, "Leases: Amendments to the FASB Accounting Standards Codification (Topic 842)". This ASU requires the Company to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with terms of more than twelve months. This ASU also requires disclosures enabling the users of financial statements to understand the amount, timing and uncertainty of cash flows arising from leases. The new standard is effective for the Company at the beginning of fiscal 2020, including interim periods within that reporting period. The Company is currently evaluating the impact of adopting this new accounting standard. In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments (Topic 805)". This ASU requires the Company to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are determined. Additionally, the Company is required to disclose the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to provisional amounts had been recognized as of the acquisition date. The new standard is effective for the Company at the beginning of fiscal 2017. In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory (Topic 330)". This ASU requires measurement of inventory at the lower of cost or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Currently, inventory is generally measured at the lower of cost or market, except for excess and obsolete inventories which are carried at their estimated net realizable values. This new standard is effective for the Company in fiscal 2018, including interim periods within that reporting period. The Company is currently evaluating the impact of adopting this new accounting standard. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605).” This ASU requires an entity to recognize revenue when goods are transferred or services are provided to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures enabling users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard is effective for the Company in fiscal 2019, including interim periods within that reporting period, using one of two prescribed transition methods. The Company, together with other EMS industry participants, continues to closely monitor implementation issues and other guidance published by the standard setters. The Company has not yet selected a transition method, nor has it determined the effect of the standard on its ongoing financial reporting. |
Accounting Policy (Policies)
Accounting Policy (Policies) | 6 Months Ended |
Apr. 02, 2016 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2015-17, "Balance Sheet Classification of Deferred Taxes". This ASU requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position. The new guidance is effective for the Company in fiscal 2018. In order to simplify the presentation of deferred taxes, the Company elected to early adopt ASU 2015-17 as of the beginning of 2016 and to apply the new standard retrospectively. The condensed consolidated balance sheet as of October 3, 2015 was adjusted accordingly, resulting in a reclassification of $74.9 million of deferred tax assets from Prepaid expenses and other current assets to Deferred tax assets (noncurrent). |
Note 2 Inventories (Tables)
Note 2 Inventories (Tables) | 6 Months Ended |
Apr. 02, 2016 | |
Inventory, Net [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | As of April 2, October 3, (In thousands) Raw materials $ 611,896 $ 624,514 Work-in-process 115,233 120,131 Finished goods 195,575 174,083 Total $ 922,704 $ 918,728 |
Note 3 Derivative Financial Ins
Note 3 Derivative Financial Instruments (Tables) | 6 Months Ended |
Apr. 02, 2016 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | As of April 2, 2016 October 3, 2015 Derivatives Designated as Accounting Hedges: Notional amount (in thousands) $ 88,798 $ 76,465 Number of contracts 42 41 Derivatives Not Designated as Accounting Hedges: Notional amount (in thousands) $ 356,308 $ 230,084 Number of contracts 49 46 |
Note 4 Debt (Tables)
Note 4 Debt (Tables) | 6 Months Ended |
Apr. 02, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments [Table Text Block] | As of April 2, October 3, (In thousands) Secured debt $ 40,000 $ 40,000 Senior secured notes due 2019 ("Secured Notes") 375,000 375,000 Non-interest bearing promissory notes 25,982 12,365 Total long-term debt 440,982 427,365 Less: Current Portion Current portion of non-interest bearing promissory notes 3,416 3,416 Long-term debt $ 437,566 $ 423,949 |
Note 7 Stockholders' Equity (Ta
Note 7 Stockholders' Equity (Tables) | 6 Months Ended |
Apr. 02, 2016 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | As of April 2, October 3, (In thousands) Foreign currency translation adjustments $ 88,536 $ 86,630 Unrealized holding losses on derivative financial instruments (511 ) (683 ) Unrecognized net actuarial loss and transition cost for benefit plans (18,620 ) (19,376 ) Total $ 69,405 $ 66,571 |
Note 8 Acquisition Acquisition
Note 8 Acquisition Acquisition (Tables) | 6 Months Ended |
Apr. 02, 2016 | |
Storage Software Provider [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (In thousands) Current assets, including cash of $1.3 million $ 1,618 Noncurrent assets, including identifiable intangible assets of $7.3 million and goodwill of $30.8 million 38,510 Current liabilities (3,146 ) Noncurrent liabilities (144 ) Total $ 36,838 |
Manufacturing Facility [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (In thousands) Current assets $ 31,580 Noncurrent assets 24,122 Noncurrent liabilities (581 ) Total $ 55,121 |
Note 9 Business Segment, Geog25
Note 9 Business Segment, Geographic and Customer Information (Tables) | 6 Months Ended |
Apr. 02, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Gross sales: IMS $ 1,314,504 $ 1,228,682 $ 2,553,772 $ 2,605,516 CPS 343,337 340,948 688,985 693,285 Intersegment revenue (46,667 ) (42,100 ) (96,869 ) (100,109 ) Net sales $ 1,611,174 $ 1,527,530 $ 3,145,888 $ 3,198,692 Gross profit: IMS $ 96,841 $ 81,836 $ 192,450 $ 182,743 CPS 35,447 35,378 65,549 66,945 Total 132,288 117,214 257,999 249,688 Unallocated items (1) 4,424 (1,951 ) 2,351 (8,079 ) Total $ 136,712 $ 115,263 $ 260,350 $ 241,609 (1) For purposes of evaluating segment performance, management excludes certain items from its measures of gross profit. These items include stock-based compensation expense, amortization of intangible assets, charges or credits resulting from distressed customers, acquisition-related items and similar items that either occur infrequently or are of a non-operational nature. |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Net sales United States $ 260,085 $ 240,264 $ 514,464 $ 480,551 Mexico 445,009 482,477 929,979 1,013,931 China 383,967 362,794 751,226 775,601 Other international 522,113 441,995 950,219 928,609 Total $ 1,611,174 $ 1,527,530 $ 3,145,888 $ 3,198,692 Percentage of net sales represented by ten largest customers 53.9 % 49.6 % 52.2 % 49.7 % Number of customers representing 10% or more of net sales 1 — 1 — |
Note 10 Earnings Per Share (Tab
Note 10 Earnings Per Share (Tables) | 6 Months Ended |
Apr. 02, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands, except per share data) Numerator: Net income $ 30,361 $ 14,748 $ 57,499 $ 37,404 Denominator: Weighted average common shares outstanding 75,477 82,977 76,605 82,762 Effect of dilutive stock options and restricted stock units 3,048 3,920 3,135 4,035 Denominator for diluted earnings per share 78,525 86,897 79,740 86,797 Net income per share: Basic $ 0.40 $ 0.18 $ 0.75 $ 0.45 Diluted $ 0.39 $ 0.17 $ 0.72 $ 0.43 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Potentially dilutive securities: Employee stock options 1,531 602 1,550 474 Restricted stock units 64 245 4 159 Total 1,595 847 1,554 633 |
Note 11 Stock-Based Compensat27
Note 11 Stock-Based Compensation (Tables) | 6 Months Ended |
Apr. 02, 2016 | |
Share-based Compensation [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Stock options $ 1,243 $ 3,035 $ 2,483 $ 6,238 Restricted stock units 7,242 2,453 10,054 4,967 Total $ 8,485 $ 5,488 $ 12,537 $ 11,205 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Three Months Ended Six Months Ended April 2, March 28, April 2, March 28, (In thousands) Cost of sales $ 1,932 $ 1,491 $ 3,337 $ 3,067 Selling, general and administrative 6,422 3,959 8,988 8,062 Research and development 131 38 212 76 Total $ 8,485 $ 5,488 $ 12,537 $ 11,205 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value of In-The-Money Options ($) (In thousands) (In thousands) Outstanding as of October 3, 2015 7,033 13.05 4.94 53,938 Granted 1 23.77 Exercised/Cancelled/Forfeited/Expired (534 ) 13.05 Outstanding as of April 2, 2016 6,500 13.05 4.46 60,876 Vested and expected to vest as of April 2, 2016 6,449 12.99 4.43 60,699 Exercisable as of April 2, 2016 5,784 12.35 4.03 57,531 |
Schedule of Restricted Stock Units Award Activity [Table Text Block] | Number of Shares Weighted- Average Grant Date Fair Value ($) Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value ($) (In thousands) (In thousands) Outstanding as of October 3, 2015 2,979 16.52 1.52 59,843 Granted 1,339 22.46 Vested/Forfeited/Cancelled (184 ) 16.13 Outstanding as of April 2, 2016 4,134 18.46 1.65 91,701 Expected to vest as of April 2, 2016 2,529 17.24 1.29 56,083 |
Note 2 Inventories (Details)
Note 2 Inventories (Details) - USD ($) $ in Thousands | Apr. 02, 2016 | Oct. 03, 2015 |
Inventory, Net [Abstract] | ||
Raw materials | $ 611,896 | $ 624,514 |
Work-in-process | 115,233 | 120,131 |
Finished goods | 195,575 | 174,083 |
Total | $ 922,704 | $ 918,728 |
Note 3 Foreign Currency Forward
Note 3 Foreign Currency Forward Contract (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Apr. 02, 2016USD ($) | Apr. 02, 2016USD ($) | Oct. 03, 2015USD ($) | |
Foreign Currency Forward | Derivatives Designated as Accounting Hedges: | |||
Derivative [Line Items] | |||
Derivative Notional Amount | $ 88,798 | $ 88,798 | $ 76,465 |
Number of contracts | 42 | 42 | 41 |
Maximum Length of Time Hedged | 12 months | ||
Foreign Currency Forward | Derivatives Not Designated as Accounting Hedges: | |||
Derivative [Line Items] | |||
Derivative Notional Amount | $ 356,308 | $ 356,308 | $ 230,084 |
Number of contracts | 49 | 49 | 46 |
Maximum Remaining Maturity | 2 months | ||
Q4 2015 Acquisition [Member] | |||
Change in Estimated Amount of Contingent Consideration [Abstract] | |||
Change in estimated amount of contingent consideration | $ (7,600) |
Note 4 Debt Schedule (Details)
Note 4 Debt Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Oct. 03, 2015 | |
Debt Instrument [Line Items] | ||
Non-interest bearing promissory notes | $ 25,982 | $ 12,365 |
Total long-term debt | 440,982 | 427,365 |
Long-term debt | 437,566 | 423,949 |
Manufacturing Facility [Member] | ||
Debt Instrument [Line Items] | ||
Bargain purchase gain | $ 1,600 | |
Effective date of acquisition | Feb. 1, 2016 | |
Face amount of note issued | $ 15,000 | |
Promissory note description | four-year non-interest bearing promissory note | |
Non-interest bearing promissory notes | $ 13,300 | |
Storage Software Provider [Member] | ||
Debt Instrument [Line Items] | ||
Effective date of acquisition | Jan. 5, 2016 | |
Face amount of note issued | $ 18,000 | |
Promissory note description | non-interest bearing promissory note | |
Maturity Date | May 1, 2016 | |
Debt due 2017 | ||
Debt Instrument [Line Items] | ||
Secured debt | $ 40,000 | 40,000 |
Secured Notes Due 2019 | ||
Debt Instrument [Line Items] | ||
Secured debt | 375,000 | 375,000 |
Current portion | ||
Debt Instrument [Line Items] | ||
Non-interest bearing promissory notes | $ 3,416 | $ 3,416 |
Note 4 Line of Credit Facility
Note 4 Line of Credit Facility (Details) - USD ($) $ in Millions | 6 Months Ended | |
Apr. 02, 2016 | May. 20, 2015 | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum Borrowing Capacity | $ 375 | |
Long-term Line of Credit | $ 115 | |
Letters of Credit Outstanding, Amount | $ 27.2 | |
Expiration Date | May 20, 2020 | |
Additional Credit Line | $ 125 | |
Foreign Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum Borrowing Capacity | $ 74.4 | |
Long-term Line of Credit | $ 0 | |
Expiration Date | Mar. 11, 2017 |
Note 5 Contingencies (Details)
Note 5 Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 28, 2015 | Apr. 02, 2016 | Oct. 03, 2015 | |
Loss Contingencies [Line Items] | |||
Contingent Liability | $ 43.5 | $ 49.2 | |
Leases, Operating [Abstract] | |||
Operating Leases, Future Minimum Payments Due | 84.6 | $ 66.1 | |
Accounts Receivable and Inventory [Member] | |||
Loss Contingencies [Line Items] | |||
Contingent Liability | $ 12 | ||
Inventory | |||
Loss Contingencies [Line Items] | |||
Loss Contingency, Loss in Period | $ 3.9 |
Note 6 Income Tax (Details)
Note 6 Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 02, 2016 | Mar. 28, 2015 | Apr. 02, 2016 | Mar. 28, 2015 | Oct. 03, 2015 | |
Income Tax Disclosure [Abstract] | |||||
Provision for income taxes | $ 25,033 | $ 28,607 | $ 46,000 | $ 51,755 | |
Tax Adjustments, Settlements, and Unusual Provisions | $ 15,500 | ||||
Accounting Standards Update 2015_17 [Member] | New Accounting Pronouncement, Early Adoption, Effect [Member] | |||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||
Prior Period Reclassification Adjustment | $ 74,900 |
Note 7 Stockholders' Equity (De
Note 7 Stockholders' Equity (Details) - USD ($) $ in Thousands | Apr. 02, 2016 | Oct. 03, 2015 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Foreign currency translation adjustments | $ 88,536 | $ 86,630 |
Unrealized holding losses on derivative financial instruments | (511) | (683) |
Unrecognized net actuarial loss and transition cost for benefit plans | (18,620) | (19,376) |
Total | $ 69,405 | $ 66,571 |
Note 7 Stock Repurchase (Detail
Note 7 Stock Repurchase (Details) - USD ($) $ in Millions | 6 Months Ended | |
Apr. 02, 2016 | Mar. 28, 2015 | |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 100.5 | |
Shares Paid for Tax Withholding for Share Based Compensation | 20,000 | 53,530 |
Amount of Tax Withholding for Share-based Compensation | $ 0.5 | $ 1.4 |
Treasury Stock, Shares, Acquired | 5,300,000 | 1,000,000 |
Treasury Stock, Value, Acquired, Cost Method | $ 103.4 | $ 21.6 |
Note 8 Acquisition (Details)
Note 8 Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 02, 2016 | Apr. 02, 2016 | Mar. 28, 2015 | Oct. 03, 2015 | |
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, net of cash acquired | $ 58,878 | $ 0 | ||
Discounted value of notes issued | 30,105 | $ 0 | ||
Storage Software Provider [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill recognized, description | Goodwill is tax deductible and reflects the Company's expectation that the acquisition will enable the Company to broaden its relationships with certain of its existing key customers and leverage the acquisition to develop other software solutions. | |||
Effective date of acquisition | Jan. 5, 2016 | |||
Consideration transferred | $ 36,800 | |||
Payments to acquire businesses, net of cash acquired | $ 19,000 | |||
Promissory note description | non-interest bearing promissory note | |||
Maturity Date | May 1, 2016 | |||
Discounted value of notes issued | $ 17,800 | |||
Current assets | 1,618 | 1,618 | ||
Noncurrent assets | 38,510 | 38,510 | ||
Current liabilities | (3,146) | (3,146) | ||
Noncurrent liabilities | (144) | (144) | ||
Total | 36,838 | 36,838 | ||
Cash | 1,300 | 1,300 | ||
Intangible sssets, other than goodwill | 7,300 | 7,300 | ||
Goodwill | $ 30,800 | 30,800 | ||
Manufacturing Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Effective date of acquisition | Feb. 1, 2016 | |||
Consideration transferred | $ 53,500 | |||
Payments to acquire businesses, net of cash acquired | $ 41,200 | |||
Promissory note description | four-year non-interest bearing promissory note | |||
Bargain purchase gain | $ 1,600 | |||
Bargain purchase gain, description | The bargain purchase gain resulted from the discount attributable to financing a portion of the purchase price with the acquiree using a non-interest bearing promissory note. | |||
Discounted value of notes issued | $ 12,300 | |||
Current assets | 31,580 | 31,580 | ||
Noncurrent assets | 24,122 | 24,122 | ||
Noncurrent liabilities | (581) | (581) | ||
Total | 55,121 | $ 55,121 | ||
Q4 2015 Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire businesses, net of cash acquired | $ 13,900 | |||
Contingent consideration, liability | 11,000 | |||
Contingent consideration arrangements, range of outcomes, value, high | $ (23,500) | |||
Change in estimated amount of contingent consideration | $ (7,600) | |||
Contingent consideration arrangement description | if certain annual earnings targets are achieved | |||
Minimum [Member] | Storage Software Provider [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 3 years | |||
Maximum [Member] | Storage Software Provider [Member] | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangible asset, useful life | 4 years |
Note 9 Revenue and Gross Profit
Note 9 Revenue and Gross Profit by Segment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 02, 2016USD ($) | Mar. 28, 2015USD ($) | Apr. 02, 2016USD ($) | Mar. 28, 2015USD ($) | ||
Segment Reporting Information [Line Items] | |||||
Gross profit | $ 136,712 | $ 115,263 | $ 260,350 | $ 241,609 | |
Number of Reportable Segments | 1 | 1 | |||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Gross profit | 132,288 | 117,214 | $ 257,999 | $ 249,688 | |
Operating Segments | IMS | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 1,314,504 | 1,228,682 | 2,553,772 | 2,605,516 | |
Gross profit | 96,841 | 81,836 | 192,450 | 182,743 | |
Operating Segments | CPS | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 343,337 | 340,948 | 688,985 | 693,285 | |
Gross profit | 35,447 | 35,378 | 65,549 | 66,945 | |
Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (46,667) | (42,100) | (96,869) | (100,109) | |
Unallocated items (1) | |||||
Segment Reporting Information [Line Items] | |||||
Gross profit | [1] | $ 4,424 | $ (1,951) | $ 2,351 | $ (8,079) |
[1] | For purposes of evaluating segment performance, management excludes certain items from its measures of gross profit. These items include stock-based compensation expense, amortization of intangible assets, charges or credits resulting from distressed customers, acquisition-related items and similar items that either occur infrequently or are of a non-operational nature. |
Note 9 Net Sales Information by
Note 9 Net Sales Information by Geographic Segment (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2016USD ($) | Mar. 28, 2015USD ($) | Apr. 02, 2016USD ($) | Mar. 28, 2015USD ($) | |
Revenues from External Customers [Line Items] | ||||
Net sales | $ 1,611,174 | $ 1,527,530 | $ 3,145,888 | $ 3,198,692 |
Percentage of net sales represented by ten largest customers | 53.90% | 49.60% | 52.20% | 49.70% |
Number of customers representing 10% or more of net sales | 1 | 0 | 1 | 0 |
United States | ||||
Revenues from External Customers [Line Items] | ||||
Net sales | $ 260,085 | $ 240,264 | $ 514,464 | $ 480,551 |
Mexico | ||||
Revenues from External Customers [Line Items] | ||||
Net sales | 445,009 | 482,477 | 929,979 | 1,013,931 |
China | ||||
Revenues from External Customers [Line Items] | ||||
Net sales | 383,967 | 362,794 | 751,226 | 775,601 |
Other international | ||||
Revenues from External Customers [Line Items] | ||||
Net sales | $ 522,113 | $ 441,995 | $ 950,219 | $ 928,609 |
Note 10 Earnings Per Share (Det
Note 10 Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2016 | Mar. 28, 2015 | Apr. 02, 2016 | Mar. 28, 2015 | |
Earnings Per Share [Line Items] | ||||
Net income | $ 30,361 | $ 14,748 | $ 57,499 | $ 37,404 |
Weighted average shares used in computing per share amount: | ||||
Weighted average common shares outstanding | 75,477 | 82,977 | 76,605 | 82,762 |
Effect of dilutive stock options and restricted stock units | 3,048 | 3,920 | 3,135 | 4,035 |
Denominator for diluted earnings per share | 78,525 | 86,897 | 79,740 | 86,797 |
Net income per share: | ||||
Basic | $ 0.40 | $ 0.18 | $ 0.75 | $ 0.45 |
Diluted | $ 0.39 | $ 0.17 | $ 0.72 | $ 0.43 |
Potentially dilutive securities [Abstract] | ||||
Potentially dilutive securities | 1,595 | 847 | 1,554 | 633 |
Employee stock options | ||||
Potentially dilutive securities [Abstract] | ||||
Potentially dilutive securities | 1,531 | 602 | 1,550 | 474 |
Restricted stock units | ||||
Potentially dilutive securities [Abstract] | ||||
Potentially dilutive securities | 64 | 245 | 4 | 159 |
Note 11 Share-Based Compensatio
Note 11 Share-Based Compensation Arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Apr. 02, 2016 | Mar. 28, 2015 | Apr. 02, 2016 | Mar. 28, 2015 | |
Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Compensation | $ 8,485 | $ 5,488 | $ 12,537 | $ 11,205 |
Stock options | ||||
Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Compensation | 1,243 | 3,035 | 2,483 | 6,238 |
Restricted stock units | ||||
Allocation of Recognized Period Costs [Line Items] | ||||
Share-based Compensation | 7,242 | 2,453 | 10,054 | 4,967 |
Cost of sales | ||||
Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 1,932 | 1,491 | 3,337 | 3,067 |
Selling, general and administrative | ||||
Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 6,422 | 3,959 | 8,988 | 8,062 |
Research and development | ||||
Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 131 | $ 38 | $ 212 | $ 76 |
Note 11 Shares Authorized for F
Note 11 Shares Authorized for Future Issuance and Available for Grant (Details) shares in Millions | 6 Months Ended |
Apr. 02, 2016shares | |
Shares Authorized for Future Issuance and Available for Grant [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1.9 |
Capital Shares Reserved for Future Issuance | 13.8 |
Total number of stock options and unvested restricted stock units outstanding | 10.6 |
Number of Shares Available for Future Grant | 3.2 |
Note 11 Stock Options Outstandi
Note 11 Stock Options Outstanding Rollforward (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Apr. 02, 2016 | Oct. 03, 2015 | |
Options Outstanding [Roll Forward] | ||
Outstanding, beginning | 7,033 | |
Granted | 1 | |
Exercised/Cancelled/Forfeited/Expired | (534) | |
Outstanding, ending | 6,500 | 7,033 |
Vested and Expected to Vest | 6,449 | |
Exercisable | 5,784 | |
Weighted Average Exercise Price [Abstract] | ||
Outstanding, beginning | $ 13.05 | |
Granted | 23.77 | |
Exercised/Cancelled/Forfeited/Expired | 13.05 | |
Outstanding, ending | 13.05 | $ 13.05 |
Vested and expected to vest | 12.99 | |
Exercisable | $ 12.35 | |
Weighted Average Remaining Contractual Term (Years) [Abstract] | ||
Outstanding | 4 years 5 months 15 days | 4 years 11 months 7 days |
Vested and Expected to Vest | 4 years 5 months 5 days | |
Exercisable | 4 years 10 days | |
Aggregate Intrinsic Value of In the Money Options [Abstract] | ||
Outstanding | $ 60,876 | $ 53,938 |
Vested and Expected to Vest | 60,699 | |
Exercisable | $ 57,531 |
Note 11 Restricted Stock Rollfo
Note 11 Restricted Stock Rollforward (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Apr. 02, 2016 | Oct. 03, 2015 | |
Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Outstanding, beginning | 2,979 | |
Granted | 1,339 | |
Vested/Forfeited/Cancelled | (184) | |
Outstanding, ending | 4,134 | 2,979 |
Expected to vest | 2,529 | |
Weighted Average Grant Date Fair Value Restricted Stock [Abstract] | ||
Outstanding, beginning | $ 16.52 | |
Granted | 22.46 | |
Vested/Forfeited/Cancelled | 16.13 | |
Outstanding, ending | 18.46 | $ 16.52 |
Expected to vest | $ 17.24 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
Outstanding | 1 year 7 months 25 days | 1 year 6 months 7 days |
Expected to vest | 1 year 3 months 15 days | |
Restricted Stock Non vested Aggregate Intrinsic Value [Abstract] | ||
Outstanding | $ 91,701 | $ 59,843 |
Expected to vest | $ 56,083 |
Note 11 Unrecognized Stock Base
Note 11 Unrecognized Stock Based Compensation Expense (Details) $ in Millions | 6 Months Ended |
Apr. 02, 2016USD ($) | |
Employee stock options | |
Unrecognized Compensation Cost and Weighted Average Period [Line Items] | |
Unrecognized compensation expense | $ 4.6 |
Weighted average period of recognition (years) | 1 year 9 months 18 days |
Restricted stock units | |
Unrecognized Compensation Cost and Weighted Average Period [Line Items] | |
Unrecognized compensation expense | $ 24.7 |
Weighted average period of recognition (years) | 1 year 4 months 2 days |
Performance Shares | |
Unrecognized Compensation Cost and Weighted Average Period [Line Items] | |
Unrecognized compensation expense | $ 28.8 |