Exhibit 99.1
FOR IMMEDIATE RELEASE
SANMINA-SCI ANNOUNCES THIRD QUARTER FISCAL 2009 RESULTS
Company Delivers Results In Line With Outlook
SAN JOSE, CA (July 22, 2009) - Sanmina-SCI Corporation (the “Company”/ Nasdaq GS: SANM), a leading global Electronics Manufacturing Services (EMS) company, today reported financial results for the third fiscal quarter ended June 27, 2009.
Third Quarter Fiscal 2009 Highlights
· Revenue of $1.21 billion, in line with outlook of $1.175 - $1.250 billion
· GAAP gross margin of 6.3 percent, 60 basis point improvement Q/Q
· Non-GAAP gross margin of 6.4 percent, 50 basis point improvement Q/Q
· Cash flow from operations was $65.3 million
· Ending cash balance of $877.6 million, up sequentially
· Continued to reduce inventory
· Cash cycle improved 4.8 days
Revenue for the third quarter was in line with outlook at $1.21 billion, compared to $1.20 billion in the prior quarter ended March 28, 2009.
GAAP Financial Results
GAAP net loss in the third quarter was $41.1 million, a diluted loss per share of 9 cents, compared to a net loss of $37.5 million and a diluted loss per share of 7 cents in the prior quarter.
Non-GAAP Financial Results(2)
Non-GAAP gross profit in the third quarter was at the high end of outlook at $77.1 million, or 6.4 percent of revenue, up 50 basis points, compared to gross profit of $70.6 million, or 5.9 percent of revenue in the second quarter. Non-GAAP operating income was $17.1 million, or 1.4 percent of revenue, up 40 basis points in the quarter compared to $11.4 million, or 1 percent of revenue in the prior quarter.
Non-GAAP net loss in the third quarter was $10.9 million, a diluted loss per share of 2 cents, compared to a net loss of $30.9 million and 6 cents diluted loss per share in the prior quarter.
(In thousands, except per share data) |
| Q3:2009 |
| Q2:2009 |
| Q3:2008(1) |
| |||
Revenue |
| $ | 1,209,150 |
| $ | 1,195,107 |
| $ | 1,903,253 |
|
GAAP: |
|
|
|
|
|
|
| |||
Net income (loss) |
| $ | (41,126 | ) | $ | (37,538 | ) | $ | 11,969 |
|
Earnings (loss) per share |
| $ | (0.09 | ) | $ | (0.07 | ) | $ | 0.02 |
|
Non-GAAP*: |
|
|
|
|
|
|
| |||
Gross profit |
| $ | 77,076 |
| $ | 70,590 |
| $ | 141,445 |
|
Gross margin |
| 6.4 | % | 5.9 | % | 7.4 | % | |||
Operating income |
| $ | 17,148 |
| $ | 11,441 |
| $ | 60,350 |
|
Operating margin |
| 1.4 | % | 1.0 | % | 3.2 | % | |||
Net income (loss) |
| $ | (10,898 | ) | $ | (30,949 | ) | $ | 26,009 |
|
Earnings (loss) per share |
| $ | (0.02 | ) | $ | (0.06 | ) | $ | 0.05 |
|
*Please refer to “Non-GAAP Financial Information” below for a discussion of how the above non-GAAP financial measures are calculated and why we believe this information is useful to investors. A reconciliation from GAAP to non-GAAP results is contained in the financial statements provided in this release and is available in the Investor Relations section of our website at www.sanmina-sci.com.
“Although the difficult economy persists, we continue to see signs of stabilization across our customer base. I am pleased with the continued progress we’ve made which is reflected by increased margins, positive cash generation and improved working capital metrics. We have shifted our focus from a restructuring phase to one of growth and profitability and we are well positioned for when the market improves,” stated Jure Sola, Chairman and Chief Executive Officer.
Fourth Quarter Fiscal 2009 Outlook
The following forecast for the fourth fiscal quarter ending October 3, 2009 has been calculated on a pre-reverse stock split basis. These statements are forward-looking and actual results may differ materially.
· Revenue between $1.2 billion to $1.3 billion
· Non-GAAP diluted loss per share between ($0.03) to ($0.01)
· Positive cash flow from operations
Board Approves Reverse Stock Split
On July 20, 2009, the Board of Directors of the Company authorized a reverse split of its common stock at a ratio of one for six, effective August 14, 2009. The Company’s stockholders previously approved the reverse split in September 2008. The reason to proceed with the reverse split is to broaden the range of institutions that can invest in the company’s stock, increase analyst and broker interest, potentially reduce stock price volatility, reduce the number of outstanding shares and to reduce the risk of Nasdaq delisting.
As a result of the reverse split, every six shares of common stock outstanding will be combined into one share of common stock. The total number of shares of common stock outstanding will be reduced from approximately 472 million shares to approximately 78 million shares and the number of authorized shares of common stock will also be concurrently reduced on a proportional basis. The Company’s common stock will begin trading on a split-adjusted basis on August 17, 2009 under the symbol “SANMD”. After 20 trading days, the common stock will resume trading under “SANM”.
(1)Basis of Presentation for Continuing Operations
The Company completed the sale of the assets of its personal computing business and associated logistics services in two transactions that closed on June 2, 2008 and July 7, 2008, respectively. The Company has reported this line of business as a discontinued operation in the financial statements that accompany this press release. Therefore, results for fiscal 2008 are based on continuing operations.
(2)Non-GAAP Financial Information
In the commentary set forth above and/or in the financial statements included in this earnings release, we present the following non-GAAP financial measures: revenue, gross profit, gross margin, operating income, operating margin, net income and earnings per share. In computing each of these non-GAAP financial measures, we exclude charges or gains relating to: stock-based compensation expenses, restructuring costs (including employee severance and benefits costs and charges related to excess facilities and assets), integration costs (consisting of costs associated with the integration of acquired businesses into our operations), impairment charges for goodwill and intangible assets, amortization expense and other infrequent or unusual items (including charges for customer bankruptcy reorganizations), to the extent material or which we consider to be of a non-operational nature in the applicable period. See Schedule 1 below for more information regarding our use of non-GAAP financial measures, including the economic substance behind each exclusion, the manner in which management uses non-GAAP measures to conduct and evaluate the business, the material limitations associated with using such measures and the manner in which management compensates for such limitations. A reconciliation from GAAP to non-GAAP results is included in the financial statements contained in this release and is also available on the Investor Relations section of our website at www.sanmina-sci.com. Sanmina-SCI provides fourth quarter outlook information only on a non-GAAP basis due to the inherent uncertainties associated with forecasting the timing and amount of restructuring, impairment and other unusual and infrequent items.
Company Conference Call Information
Sanmina-SCI will hold a conference call regarding this announcement on Wednesday, July 22, 2009 at 5:00 p.m. ET (2:00 p.m. PT). The access numbers are: domestic 877-273-6760 and international 706-634-6605. The conference will be broadcast live over the Internet. You can log on to the live webcast at www.sanmina-sci.com. Additional information in the form of a slide presentation is available by logging onto Sanmina-SCI’s website at www.sanmina-sci.com. A replay of today’s conference call will be available for 48-hours. The access numbers are: domestic 800-642-1687 and international 706-645-9291, access code is 17884371.
About Sanmina-SCI
Sanmina-SCI Corporation is a leading electronics contract manufacturer serving leading segments of the global Electronics Manufacturing Services (EMS) market. Recognized as a technology leader, Sanmina-SCI provides end-to-end manufacturing solutions, delivering superior quality and support to OEMs primarily in the communications, defense and aerospace, industrial and medical instrumentation, multimedia, enterprise computing and storage, and automotive technology sectors. Sanmina-SCI has facilities strategically located in key regions throughout the world. More information regarding the company is available at http://www.sanmina-sci.com.
Sanmina-SCI Safe Harbor Statement
Certain statements contained in this press release, including the Company’s expectations for future revenue, earnings per share and cash flow constitute forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in these statements as a result of a number of factors, including continued deterioration of the market for the Company’s customers’ products and the global economy as a whole, which could negatively impact the Company’s revenue and the Company’s customers’ ability to pay for the Company’s products; customer bankruptcy filings; the sufficiency of the Company’s cash position and other sources of liquidity to operate and expand its business; impact of the restrictions contained in the Company’s credit agreements and indentures upon the Company’s ability to operate and expand its business; competition negatively impacting the Company’s revenues and margins; any failure of the Company to effectively assimilate acquired businesses and achieve the anticipated benefits of its acquisitions; the failure of the Company’s cost reduction efforts to be successful for any reason, including the need to suspend such initiatives for business reasons; and the other factors set forth in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2009 and the Annual Report on Form 10-K for the fiscal year ended September 27, 2008 filed with the Securities Exchange Commission (“SEC”).
The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the Investor Relations section of our website whether as a result of new information, future events or otherwise, unless otherwise required by law.
Sanmina-SCI Contact
Paige Bombino
Director, Investor Relations
408-964-3610
SANMF
Sanmina-SCI Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(GAAP)
|
| June 27, |
| September 27, |
| ||
|
| 2009 |
| 2008 |
| ||
|
| (Unaudited) |
|
|
| ||
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 877,613 |
| $ | 869,801 |
|
Accounts receivable, net |
| 698,504 |
| 986,312 |
| ||
Inventories |
| 696,243 |
| 813,359 |
| ||
Prepaid expenses and other current assets |
| 85,799 |
| 100,399 |
| ||
Assets held for sale |
| 44,459 |
| 43,163 |
| ||
Total current assets |
| 2,402,618 |
| 2,813,034 |
| ||
|
|
|
|
|
| ||
Property, plant and equipment, net |
| 577,589 |
| 599,908 |
| ||
Other non-current assets |
| 126,009 |
| 117,785 |
| ||
Total assets |
| $ | 3,106,216 |
| $ | 3,530,727 |
|
|
|
|
|
|
| ||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable |
| $ | 710,729 |
| $ | 908,151 |
|
Accrued liabilities |
| 156,832 |
| 191,022 |
| ||
Accrued payroll and related benefits |
| 96,377 |
| 139,522 |
| ||
Current portion of long-term debt |
| 175,700 |
| — |
| ||
Total current liabilities |
| 1,139,638 |
| 1,238,695 |
| ||
|
|
|
|
|
| ||
Long-term liabilities: |
|
|
|
|
| ||
Long-term debt |
| 1,275,586 |
| 1,481,985 |
| ||
Other |
| 124,737 |
| 114,089 |
| ||
Total long-term liabilities |
| 1,400,323 |
| 1,596,074 |
| ||
|
|
|
|
|
| ||
Total stockholders’ equity |
| 566,255 |
| 695,958 |
| ||
Total liabilities and stockholders’ equity |
| $ | 3,106,216 |
| $ | 3,530,727 |
|
Sanmina-SCI Corporation
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(GAAP)
(Unaudited)
|
| Three Months Ended |
| Nine Months Ended |
| ||||||||
|
| June 27, |
| June 28, |
| June 27, |
| June 28, |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net sales |
| $ | 1,209,150 |
| $ | 1,903,253 |
| $ | 3,823,521 |
| $ | 5,498,824 |
|
Cost of sales |
| 1,133,390 |
| 1,763,612 |
| 3,595,373 |
| 5,105,609 |
| ||||
Gross profit |
| 75,760 |
| 139,641 |
| 228,148 |
| 393,215 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
Selling, general and administrative |
| 57,837 |
| 77,425 |
| 177,879 |
| 245,839 |
| ||||
Research and development |
| 3,811 |
| 5,872 |
| 12,723 |
| 14,731 |
| ||||
Amortization of intangible assets |
| 1,072 |
| 1,650 |
| 3,745 |
| 4,950 |
| ||||
Restructuring and integration costs |
| 14,135 |
| 13,256 |
| 38,944 |
| 68,054 |
| ||||
Asset impairment |
| 52 |
| 1,700 |
| 7,234 |
| 1,700 |
| ||||
Total operating expenses |
| 76,907 |
| 99,903 |
| 240,525 |
| 335,274 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Operating income (loss) |
| (1,147 | ) | 39,738 |
| (12,377 | ) | 57,941 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Interest income |
| 761 |
| 3,572 |
| 6,040 |
| 15,018 |
| ||||
Interest expense |
| (29,391 | ) | (29,961 | ) | (86,686 | ) | (96,935 | ) | ||||
Other income (expense), net |
| 2,708 |
| 5,895 |
| 8,184 |
| 5,527 |
| ||||
Interest and other expense, net |
| (25,922 | ) | (20,494 | ) | (72,462 | ) | (76,390 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Income (loss) from continuing operations before income taxes |
| (27,069 | ) | 19,244 |
| (84,839 | ) | (18,449 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Provision for income taxes |
| 14,057 |
| 7,275 |
| 19,098 |
| 18,972 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) from continuing operations |
| (41,126 | ) | 11,969 |
| (103,937 | ) | (37,421 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income from discontinued operations, net of tax |
| — |
| 3,359 |
| — |
| 36,251 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) |
| $ | (41,126 | ) | $ | 15,328 |
| $ | (103,937 | ) | $ | (1,170 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Basic income (loss) per share from: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
| $ | (0.09 | ) | $ | 0.02 |
| $ | (0.21 | ) | $ | (0.07 | ) |
Discontinued operations |
| $ | — |
| $ | 0.01 |
| $ | — |
| $ | 0.07 |
|
Net income |
| $ | (0.09 | ) | $ | 0.03 |
| $ | (0.21 | ) | $ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Diluted income (loss) per share from: |
|
|
|
|
|
|
|
|
| ||||
Continuing operations |
| $ | (0.09 | ) | $ | 0.02 |
| $ | (0.21 | ) | $ | (0.07 | ) |
Discontinued operations |
| $ | — |
| $ | 0.01 |
| $ | — |
| $ | 0.07 |
|
Net income |
| $ | (0.09 | ) | $ | 0.03 |
| $ | (0.21 | ) | $ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
| ||||
Weighted-average shares used in computing per share amounts: |
|
|
|
|
|
|
|
|
| ||||
Basic |
| 480,307 |
| 531,197 |
| 501,448 |
| 530,546 |
| ||||
Diluted |
| 480,307 |
| 531,323 |
| 501,448 |
| 530,546 |
| ||||
Sanmina-SCI Corporation
Reconciliation of GAAP to Non-GAAP Measures
(in thousands, except per share amounts)
(Unaudited)
|
| Three Months Ended |
| Nine Months Ended |
| |||||||||||
|
| June 27, |
| March 28, |
| June 28, |
| June 27, |
| June 28, |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
GAAP Revenue |
| $ | 1,209,150 |
| $ | 1,195,107 |
| $ | 1,903,253 |
| $ | 3,823,521 |
| $ | 5,498,824 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
| |||||
Customer bankruptcy reorganization (1) |
| — |
| — |
| — |
| 5,000 |
| — |
| |||||
Non-GAAP Revenue |
| $ | 1,209,150 |
| $ | 1,195,107 |
| $ | 1,903,253 |
| $ | 3,828,521 |
| $ | 5,498,824 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
GAAP Gross Profit |
| $ | 75,760 |
| $ | 68,590 |
| $ | 139,641 |
| $ | 228,148 |
| $ | 393,215 |
|
GAAP gross margin |
| 6.3 | % | 5.7 | % | 7.3 | % | 6.0 | % | 7.2 | % | |||||
Adjustments |
|
|
|
|
|
|
|
|
|
|
| |||||
Stock compensation expense (2) |
| 1,316 |
| 2,000 |
| 1,571 |
| 5,181 |
| 4,852 |
| |||||
Amortization of intangible assets |
| — |
| — |
| 233 |
| 233 |
| 737 |
| |||||
Stock option investigation costs |
| — |
| — |
| — |
| — |
| (408 | ) | |||||
Customer bankruptcy reorganization (1) |
| — |
| — |
| — |
| 10,000 |
| — |
| |||||
Non-GAAP Gross Profit |
| $ | 77,076 |
| $ | 70,590 |
| $ | 141,445 |
| $ | 243,562 |
| $ | 398,396 |
|
Non-GAAP gross margin |
| 6.4 | % | 5.9 | % | 7.4 | % | 6.4 | % | 7.2 | % | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
GAAP operating income (loss) |
| $ | (1,147 | ) | $ | (13,166 | ) | $ | 39,738 |
| $ | (12,377 | ) | $ | 57,941 |
|
GAAP operating margin |
| -0.1 | % | -1.1 | % | 2.1 | % | -0.3 | % | 1.1 | % | |||||
Adjustments |
|
|
|
|
|
|
|
|
|
|
| |||||
Stock compensation expense (2) |
| 3,036 |
| 4,326 |
| 3,186 |
| 11,524 |
| 10,201 |
| |||||
Amortization of intangible assets |
| 1,072 |
| 1,023 |
| 1,883 |
| 3,978 |
| 5,687 |
| |||||
Stock option investigation |
| — |
| 300 |
| 587 |
| 450 |
| 2,685 |
| |||||
Customer bankruptcy reorganization (1) |
| — |
| — |
| — |
| 10,000 |
| — |
| |||||
Restructuring and integration costs |
| 14,135 |
| 15,574 |
| 13,256 |
| 38,944 |
| 68,054 |
| |||||
Impairment of goodwill and other assets |
| 52 |
| 3,384 |
| 1,700 |
| 7,234 |
| 1,700 |
| |||||
Non-GAAP operating income |
| $ | 17,148 |
| $ | 11,441 |
| $ | 60,350 |
| $ | 59,753 |
| $ | 146,268 |
|
Non-GAAP operating margin |
| 1.4 | % | 1.0 | % | 3.2 | % | 1.6 | % | 2.7 | % | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
GAAP net income (loss) |
| $ | (41,126 | ) | $ | (37,538 | ) | $ | 15,328 |
| $ | (103,937 | ) | $ | (1,170 | ) |
Adjustments |
|
|
|
|
|
|
|
|
|
|
| |||||
Net income from discontinued operations, net of tax |
| — |
| — |
| (3,359 | ) | — |
| (36,251 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
GAAP net income (loss) - continuing operations |
| (41,126 | ) | (37,538 | ) | 11,969 |
| (103,937 | ) | (37,421 | ) | |||||
Adjustments - continuing operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Operating income adjustments (see above) |
| 18,295 |
| 24,607 |
| 20,612 |
| 72,130 |
| 88,327 |
| |||||
Net gain on derivative financial instruments and other (3) |
| — |
| — |
| — |
| (4,993 | ) | — |
| |||||
Impairment of long-term investment |
| 2,706 |
| 1,000 |
| — |
| 3,706 |
| — |
| |||||
Gain on sale of assets |
| — |
| — |
| (2,622 | ) | — |
| (2,622 | ) | |||||
(Gain) / loss on redemption of debt (4) |
| — |
| (13,490 | ) | — |
| (13,490 | ) | 2,237 |
| |||||
Discrete tax item (5) |
| 10,146 |
| — |
| — |
| 10,146 |
| — |
| |||||
Tax effect of above items |
| (919 | ) | (5,528 | ) | (3,950 | ) | (6,177 | ) | (4,954 | ) | |||||
Non-GAAP net income (loss) - continuing operations |
| $ | (10,898 | ) | $ | (30,949 | ) | $ | 26,009 |
| $ | (42,615 | ) | $ | 45,567 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Non-GAAP Basic Earnings (Loss) Per Share: |
| $ | (0.02 | ) | $ | (0.06 | ) | $ | 0.05 |
| $ | (0.08 | ) | $ | 0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Non-GAAP Diluted Earnings (loss) Per Share: |
| $ | (0.02 | ) | $ | (0.06 | ) | $ | 0.05 |
| $ | (0.08 | ) | $ | 0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Weighted-average shares used in computing Non-GAAP earnings per share amounts: |
|
|
|
|
|
|
|
|
|
|
| |||||
Basic |
| 480,307 |
| 500,718 |
| 531,197 |
| 501,448 |
| 530,546 |
| |||||
Diluted |
| 480,307 |
| 500,718 |
| 531,323 |
| 501,448 |
| 530,757 |
| |||||
(1) Relates to revenue reversal and inventory reserves associated with a customer’s bankruptcy reorganization announcement.
(2) Stock compensation expense was as follows:
|
| Three Months Ended |
| Nine Months Ended |
| |||||||||||
|
| June 27, |
| March 28, |
| June 28, |
| June 27, |
| June 28, |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cost of sales |
| $ | 1,316 |
| $ | 2,000 |
| $ | 1,571 |
| $ | 5,181 |
| $ | 4,852 |
|
Selling, general and administrative |
| 1,673 |
| 2,237 |
| 1,565 |
| 6,122 |
| 5,122 |
| |||||
Research and development |
| 47 |
| 89 |
| 50 |
| 221 |
| 227 |
| |||||
Stock compensation expense - continuing operations |
| 3,036 |
| 4,326 |
| 3,186 |
| 11,524 |
| 10,201 |
| |||||
Discontinued operations |
| — |
| — |
| 81 |
| — |
| 350 |
| |||||
Stock compensation expense - total company |
| $ | 3,036 |
| $ | 4,326 |
| $ | 3,267 |
| $ | 11,524 |
| $ | 10,551 |
|
(3) Relates primarily to a gain on interest rate swaps not accounted for as hedging instruments during a portion of Q1 FY09 due to termination of a swap
(4) Represents gain or loss, including write-off of unamortized issuance costs, on debt redeemed prior to maturity
(5) Represents the establishment of a reserve related to a disputed tax position.
Schedule I
The tables contained above include non-GAAP measures of revenue, gross profit, gross margin, operating income, operating margin, net income and earnings per share. Management excludes from these measures stock-based compensation, restructuring and integration expenses, impairment charges, amortization charges and other infrequent items, including customer bankruptcy impacts, to the extent material or which we consider to be of a non-operational nature in the applicable period.
Management excludes these items principally because such charges are not directly related to the Company’s ongoing core business operations. We use such non-GAAP measures in order to (1) make more meaningful period-to-period comparisons of Company’s operations, both internally and externally, (2) guide management in assessing performance of the business, internally allocating resources and making decisions in furtherance of Company’s strategic plan, (3) provide investors with a better understanding of how management plans and measures the business and (4) provide investors with a better understanding of the ongoing, core business. The material limitations to management’s approach include the fact that the charges and expenses excluded are nonetheless charges required to be recognized under GAAP. Management compensates for these limitations primarily by using GAAP results to obtain a complete picture of the Company’s performance and by including a reconciliation of non-GAAP results back to GAAP in its earnings releases.
Additional information regarding the economic substance of each exclusion, management’s use of the resultant non-GAAP measures, the material limitations of management’s approach and management’s methods for compensating for such limitations is provided below.
Stock-based Compensation Expense, which consists of non-cash charges for the estimated fair value of stock options and unvested restricted stock units granted to employees, is excluded in order to permit more meaningful period-to-period comparisons of the Company’s results since the Company grants different amounts and value of stock options in each quarter. In addition, given the fact that competitors grant different amounts and types of equity award and may use different option valuation assumptions, excluding stock-based compensation permits more accurate comparisons of the Company’s core results with those of its competitors.
Restructuring and Integration Costs, which consist of severance, lease termination, exit costs and other charges primarily related to closing and consolidating manufacturing facilities and those associated with the integration of acquired businesses into our operations, are excluded because such charges (1) can be driven by the timing of acquisitions which are difficult to predict, (2) are not directly related to ongoing business results and (3) do not reflect expected future operating expenses. In addition, given the fact that the Company’s competitors complete acquisitions and adopt restructuring plans at different times and in different amounts than the Company, excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors. Items excluded by the Company may be different from those excluded by the Company’s competitors and restructuring and integration expenses include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Therefore, management also reviews GAAP results including these amounts.
Impairment Charges, which consist of non-cash charges resulting primarily from the Company’s net book value exceeding its market capitalization due to weak macroeconomic conditions, are excluded because such charges are non-recurring and do not reduce the Company’s liquidity. In addition, given the fact that the Company’s competitors may record impairment charges at different times, excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors.
Amortization Charges, which consist of non-cash charges impacted by the timing and magnitude of acquisitions of businesses or assets, are also excluded because such charges do not reduce the Company’s liquidity or availability under its credit facilities. In addition, such charges can be driven by the timing of acquisitions, which is difficult to predict. Excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors because the Company’s competitors complete acquisitions at different times and for different amounts than the Company.
Other Items, which consist of other infrequent or unusual items (including charges for customer bankruptcy reorganizations and discrete tax events), to the extent material or non-operational in nature, are excluded because such items are typically non-recurring, difficult to predict and generally not directly related to the Company’s ongoing core operations. However, items excluded by the Company may be different from those excluded by the Company’s competitors. In addition, these expenses include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Management compensates for these limitations by reviewing GAAP results including these amounts.