1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 27, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
----------------------- TO
-----------------------
COMMISSION FILE NUMBER: 0-21272
SANMINA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0228183
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
355 EAST TRIMBLE ROAD, SAN JOSE, CA 95131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
408/954-5500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
As of January 27, 1998, there were 20,688,943 shares outstanding of the
issuer's common stock, $0.01 par value.
================================================================================
2
SANMINA CORPORATION
INDEX
PAGE
-----
PART I. FINANCIAL INFORMATION
Item 1. Interim Financial Statements
Condensed Consolidated Statements of Operations............................. 3
Condensed Consolidated Balance Sheets....................................... 4
Condensed Consolidated Statements of Cash Flows............................. 5
Notes to Interim Condensed Consolidated Financial Statements................ 6-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations.................................................................. 8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................... 11
Item 6. Exhibits and Reports on Form 8-K............................................ 11
Signature................................................................... 12
2
3
SANMINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
IN THOUSANDS, EXCEPT PER SHARE DATA
(UNAUDITED)
THREE MONTHS ENDED
---------------------------
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
Net sales............................................................ $159,107 $125,174
Cost of sales........................................................ 124,430 97,323
-------- --------
Gross profit....................................................... 34,677 27,851
-------- --------
Operating expenses
Selling, general and administrative................................ 9,995 8,921
Amortization of goodwill........................................... 567 501
Merger costs....................................................... 3,945 --
-------- --------
Total operating expenses........................................... 14,507 9,422
-------- --------
Operating income..................................................... 20,170 18,429
Interest income (expense), net....................................... (471) (587)
-------- --------
Income before provision for income taxes............................. 19,699 17,842
Provision for income taxes........................................... 7,191 6,029
-------- --------
Net income........................................................... $ 12,508 $ 11,813
======== ========
Earnings per share:
Basic.............................................................. $ 0.61 $ 0.59
Diluted............................................................ $ 0.53 $ 0.52
Shares used in computing per share amounts:
Basic.............................................................. 20,607 19,999
Diluted............................................................ 25,113 24,335
See accompanying notes.
3
4
SANMINA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
IN THOUSANDS
ASSETS
DECEMBER 27, SEPTEMBER 30,
1997 1997
------------ -------------
(UNAUDITED)
Current assets:
Cash and cash equivalents........................................ $ 47,691 $ 42,345
Short-term investments........................................... 82,121 80,804
Accounts receivable, net......................................... 77,877 77,333
Inventories...................................................... 63,399 61,173
Deferred income taxes............................................ 8,879 9,115
Prepaid expenses and other....................................... 5,443 6,344
-------- --------
Total current assets..................................... 285,410 277,114
Property, plant and equipment, net................................. 89,165 89,174
Deposits and other................................................. 8,937 9,566
-------- --------
$383,512 $ 375,854
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................. $ 55,708 $ 56,329
Accrued liabilities.............................................. 34,318 36,597
Income taxes payable............................................. 8,601 2,217
-------- --------
Total current liabilities................................ 98,627 95,143
-------- --------
Long-term liabilities:
Convertible subordinated notes................................... 98,250 98,250
Other liabilities................................................ 3,591 10,684
-------- --------
Total long-term liabilities.............................. 101,841 108,934
-------- --------
Stockholders' equity:
Common stock..................................................... 207 205
Additional paid-in capital....................................... 89,734 91,010
Unrealized gain on investments................................... 115 81
Retained earnings................................................ 92,988 80,481
-------- --------
Total stockholders' equity............................... 183,044 171,777
-------- --------
$383,512 $ 375,854
======== ========
See accompanying notes.
4
5
SANMINA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
(UNAUDITED)
THREE MONTHS ENDED
---------------------------
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................................................... $ 12,508 $ 11,813
Adjustments to reconcile net income to cash provided by operating
activities:
Depreciation and amortization................................... 5,687 4,426
Loss on disposal of assets...................................... 62 --
Changes in operating assets and liabilities, net of
acquisitions:
Accounts receivable........................................... (543) (14,246)
Inventories................................................... (2,227) (5,692)
Prepaid expenses, deposits and other.......................... 996 (633)
Accounts payable and accrued liabilities...................... 3,410 17,110
Income tax accounts........................................... 6,620 1,586
-------- --------
Cash provided by operating activities...................... 26,513 14,364
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities (purchases) of short-term investments................... (1,317) 27,781
Purchases of property and equipment................................ (5,732) (9,653)
Purchase of certain assets of Comptronix Corporation............... -- (17,645)
Purchase of certain assets of Lucent Technologies' custom
manufacturing operations........................................ -- (10,109)
-------- --------
Cash used for investing activities......................... (7,049) (9,626)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on line of credit......................................... (3,767) (426)
Payments of long-term liabilities.................................. (9,077) (150)
Taxes paid for gain on sale of stock............................... (3,588) --
Proceeds from sale of common stock................................. 2,314 720
-------- --------
Cash provided by (used for) financing activities........... (14,118) 144
-------- --------
Increase in cash and cash equivalents................................ 5,346 4,882
Cash and cash equivalents at beginning of period..................... 42,345 30,643
-------- --------
Cash and cash equivalents at end of period........................... $ 47,691 $ 35,525
======== ========
See accompanying notes.
5
6
SANMINA CORPORATION
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 -- BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to those rules or
regulations. The interim financial statements are unaudited, but reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation. All adjustments are of a normal recurring nature.
The results of operations for the three months ended December 27, 1997 are
not necessarily indicative of the results that may be expected for the year
ending September 30, 1998. These condensed consolidated financial statements
should be read in conjunction with the financial statements and notes thereto
for the year ended September 30, 1997 included in the Company's annual report on
Form 10-K.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the unaudited condensed
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates.
NOTE 2 -- MERGER
In November 1997, the Company acquired Elexsys International, Inc.
("Elexsys") in a merger transaction. Under the terms of the merger agreement,
the Company's common stock was exchanged for all of Elexsys' outstanding common
stock and employee stock options. Approximately 3.3 million shares of common
stock were issued to acquire Elexsys. The merger was accounted for as a pooling
of interests, and therefore, all prior periods presented were restated to
combine the results of the two companies.
NOTE 3 -- PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All intercompany accounts and transactions
have been eliminated.
NOTE 4 -- INVENTORIES
Inventories, stated at the lower of cost (first-in, first-out method) or
market, consist of:
DECEMBER 27, SEPTEMBER 30,
1997 1997
------------ -------------
(IN THOUSANDS)
Raw materials...................................... $ 33,354 $35,253
Work-in-process.................................... 18,596 13,503
Finished goods..................................... 11,449 12,417
------- -------
$ 63,399 $61,173
======= =======
NOTE 5 -- EARNINGS PER SHARE
In the first quarter of fiscal 1998, the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share." SFAS 128 requires the replacement of previously reported primary and
fully diluted earnings per share (EPS) as required by Accounting Principles
Board Opinion No. 15 (APB 15) with basic earnings per share and diluted earnings
per share.
Basic EPS was computed by dividing net income by the weighted average
number of shares of common stock outstanding during the first quarters of fiscal
1998 and 1997. Diluted EPS for the first quarters of 1997 and 1998 includes
dilutive common stock equivalents, using the treasury stock method, and assumes
that the convertible debt instruments were converted into common stock upon
issuance, if dilutive. As a result of the adoption of SFAS No. 128, the
Company's reported earnings per share for 1997 were restated.
6
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Sanmina Corporation ("Sanmina" or the "Company") is a leading independent
provider of customized integrated electronics manufacturing services ("EMS"),
including turnkey electronic assembly and manufacturing management services, to
original equipment manufacturers ("OEM") in the electronics industry. Sanmina's
electronics manufacturing services consist primarily of the manufacture of
complex printed circuit board assemblies using surface mount ("SMT") and pin
through-hole ("PTH") interconnection technologies, the manufacture of custom
designed backplane assemblies, fabrication of complex multi-layer printed
circuit boards, and testing and assembly of completed systems. In addition to
assembly, turnkey manufacturing management also involves procurement and
materials management, as well as consultation on printed circuit board design
and manufacturability. Sanmina, through its Golden Eagle Systems ("Golden
Eagle") subsidiary, which was acquired in January 1996, also manufactures custom
cable assemblies for electronics industry OEMs.
Sanmina's manufacturing and assembly plants are located in Northern
California, Richardson, Texas, Manchester, New Hampshire, Durham, North
Carolina, Guntersville, Alabama, and Dublin, Ireland. Golden Eagle's
manufacturing facility is located in Carrollton, Texas. In addition, as a result
of the Elexsys merger, Sanmina has added new fabrication and assembly plants in
Northern California, Southern California, Nashua, New Hampshire, and
Peterborough, England.
Sanmina's operating results are affected by a number of factors, including
timing of orders from major customers, mix of products ordered by and shipped to
major customers, the volume of orders as related to the Company's capacity,
ability to effectively manage inventory and fixed assets, timing of expenditures
in anticipation of future sales and the economic conditions in the electronics
industry. Operating results can also be significantly influenced by development
and introduction of new products by the Company's customers. From time to time,
the Company experiences changes in the volume of sales to each of its principal
customers, and operating results may be affected on a period-to-period basis by
these changes. The Company's customers generally require short delivery cycles,
and a substantial portion of the Company's backlog is typically scheduled for
delivery within 120 days. Quarterly sales and operating results therefore depend
in large part on the volume and timing of bookings received during the quarter,
which are difficult to forecast. The Company's backlog also affects its ability
to plan production and inventory levels, which could lead to fluctuations in
operating results. In addition, a significant portion of the Company's operating
expenses is relatively fixed in nature and planned expenditures are based in
part on anticipated orders. Any inability to adjust spending quickly enough to
compensate for any revenue shortfall may magnify the adverse impact of such
revenue shortfall on the Company's results of operations. Results of operations
in any period should not be considered indicative of the results to be expected
for any future period, and fluctuations in operating results may also result in
fluctuations in the price of the Company's common stock.
Sanmina's customers are manufacturers in the telecommunications, networking
(data communications), industrial and medical instrumentation and computer
systems segments of the electronics industry. These industry segments, and the
electronics industry as a whole, are subject to rapid technological change and
product obsolescence. Discontinuance or modification of products being
manufactured by the Company could adversely affect the Company's results of
operations. The electronics industry is also subject to economic cycles and has
in the past experienced, and is likely in the future to experience, recessionary
periods. A general recession in the electronics industry could have a material
adverse effect on Sanmina's business, financial condition and results of
operations. In addition, the Company has no firm long-term volume commitments
from its customers and over the last few years has experienced reduced lead-time
in customer orders. In addition, customer orders can be canceled and volume
levels can be changed or delayed. The timely replacement of canceled, delayed or
reduced orders with new business cannot be assured. There can be no assurance
that any of the Company's current customers will continue to use the Company's
manufacturing services. The loss of one or more of the Company's principal
customers, or reductions in sales to any of such customers, could have a
material adverse effect on the Company's business, financial condition and
results of operations.
7
8
Sanmina has pursued, and intends to continue to pursue, business
acquisition opportunities, particularly when these opportunities have the
potential to enable Sanmina to increase its net sales while maintaining
operating margin, access new geographic markets, implement Sanmina's vertical
integration strategy and/or obtain facilities and equipment on terms more
favorable than those generally available in the market. Acquisitions of
companies and businesses and expansion of operations involves certain risks,
including (i) the potential inability to successfully integrate acquired
operations and businesses or to realize anticipated synergies, economies of
scale or other value, (ii) diversion of management's attention, (iii)
difficulties in scaling up productions at new sites and coordinating management
of operations at new sites and (iv) loss of key employees of acquired
operations. No assurance can be given that the Company will not incur problems
with integrating acquired operations, and there can be no assurance that the
Company's recent acquisitions, or any future acquisition will result in a
positive contribution to the Company's results of operations. Furthermore, there
can be no assurance that the Company will realize value from any such
acquisition which equals or exceeds the consideration paid. In addition, there
can be no assurance that the Company will realize anticipated strategic and
other benefits from expansion of existing operations to new sites. Any such
problems could have a material adverse effect on the Company's business,
financial condition and results of operations. In addition, future acquisitions
may result in dilutive issuances of equity securities, the incurrence of
additional debt, large onetime write-offs and the creation of goodwill or other
intangible assets that could result in amortization expense.
This report contains forward-looking statements within the meaning of
Section 72A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The Company's future results from operations could vary
significantly from these contemplated by such forward-looking statements as a
result of the factors described herein. The financial and other information
contained herein should be read in conjunction with the Company's annual report
on Form 10-K for the fiscal year ended September 30, 1997.
RESULTS OF OPERATIONS
The Company's acquisition of Elexsys, which was structured as a merger, was
completed in November 1997. This transaction was accounted for as a pooling of
interests. Accordingly, results for the first quarter of fiscal 1997 have been
restated to combine the results of operations of both Sanmina and Elexsys.
The following table sets forth, for the three months ended December 27,
1997 and December 28, 1996, certain items as a percentage of net sales. The
table and the discussion below should be read in connection with the condensed
consolidated financial statements and the notes thereto, which appear elsewhere
in this report.
THREE MONTHS ENDED
---------------------
12/27/97 12/28/96
-------- --------
Net sales................................................ 100.0% 100.0%
Cost of sales............................................ 78.2 77.8
Gross Profit........................................... 21.8 22.2
Selling, general and administrative...................... 6.3 7.1
Amortization............................................. .4 .4
Merger and acquisition costs............................. 2.5 --
Operating income....................................... 12.6 14.7
Interest income (expense)................................ (.3) (.5)
Income before income taxes............................. 12.3 14.2
Provision for income taxes............................... 4.5 4.8
Net income............................................... 7.8 9.4
Sales for the first quarter of fiscal 1998 ended December 27, 1997
increased by 27% to $159.1 million from $125.2 million in the corresponding
quarter of the prior year. The increase in net sales was due primarily to
increased shipments of EMS assemblies to both existing and new customers. The
overall increase in net sales reflects the continuing trend toward outsourcing
within the electronics industry. For the first quarter of
8
9
fiscal 1998, approximately 81% of the Company's net sales represented
value-added EMS assembly shipments with the remaining portion consisting of
printed circuit board fabrication shipments. For fiscal 1997, EMS assembly
revenues comprised 94% of Sanmina's revenues (without Elexsys revenues). The
decrease in the percentage of revenues represented by EMS assembly revenues was
due to the acquisition of Elexsys, which has historically shown a higher
percentage of its revenue in printed circuit board fabrication sales.
Gross margin decreased from 22.2% in the first quarter of fiscal 1997 to
21.8% in the first quarter of the current year. The decrease in gross margins
for the first quarter of fiscal 1998 is a result of normal changes in the mix of
products shipped to certain customers, normal changes in customer mix, and the
increased cost resulting from the integration of the Elexsys operations. The
Company expects gross margins to fluctuate based on product mix and customer
mix.
In absolute dollars, operating expenses increased from $9.4 million in the
first quarter of fiscal 1997 to $14.5 million in the first quarter of fiscal
1998. As a percentage of sales, operating expenses increased from 7.5% in the
first quarter of 1997 to 9.2% in the first quarter of the current year.
Operating margins decreased from 14.7% in the first quarter of 1997 to 12.6% in
the first quarter of the current year. The increase in absolute dollars and the
decrease in operating margins is primarily attributable to a $3.9 million charge
for merger costs associated with the Elexsys merger.
Excluding the merger costs, operating expenses would have increased from
$9.4 million in the first quarter of fiscal 1997 to $10.6 million in the first
quarter of fiscal 1998. As a percentage of sales, operating expenses would have
decreased from 7.5% in the first quarter of 1997 to 6.6% in the first quarter of
the current year. Operating margins would have increased from 14.7% in the first
quarter of 1997 to 15.2% in the first quarter of the current year.
The relatively constant operating margins, notwithstanding the small
percentage decrease in gross margins during these periods, reflect the Company's
strategy of seeking to grow revenues while maintaining operating margins at
relatively constant levels. The dollar increase in selling and general and
administrative expenses was primarily the result of increased expenditures to
support higher sales volume. The Company anticipates that operating expenses
will increase in absolute dollars during the next few quarters due to projected
additions to the sales force and other administrative expenditures to support
higher sales volume. However, operating expenses as a percentage of sales are
anticipated to remain relatively constant or decrease depending upon sales
volume and the Company's ability to achieve expected operating efficiencies as a
result of the integration of the acquired Elexsys operations.
For the first quarter of fiscal 1998, the Company reported net interest
expense of $471,000 compared to net interest expense of $587,000 for the
corresponding quarter of last year. In the first quarter of fiscal 1998, the
Company paid approximately $12.8 million of outstanding Elexsys debt. The
decrease in outstanding debt resulted in less interest expense for the quarter
ended December 27, 1997.
The Company's provision for income taxes for the three month period ended
December 27, 1997 is based upon the Company's estimate of the effective tax rate
for fiscal 1998 of 36.5%. The Company's effective tax rate for the three month
period ended December 28, 1996 was 33.8%. The increase primarily results from
the smaller impact that the Company's tax credits and net operating loss
carryforwards have on taxable income as a result of the overall absolute dollar
increase in the Company's pretax income.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and short-term investments as of December 27, 1997
were $129.8 million as compared to $123.1 million at September 30, 1997. The
increase was primarily due to cash generated from operating activities,
partially offset by $12.8 million of debt payments, which consisted primarily of
payments to former creditors of Elexsys.
Cash generated from operations for the three months ending December 27,
1997 was $26.5 million compared to $14.4 million for the same period of fiscal
1996. The increase between years primarily relates to the timing of cash flows
for receivables and payables. Investing activities for the first three months of
fiscal 1998 primarily related to the purchase of short-term investments and
equipment for which the Company paid a total of approximately $7.0 million in
cash. Financing activities for the first three months of fiscal year 1998
9
10
related to the repayment of approximately $12.8 million for Elexsys outstanding
debt. Working capital increased to $186.8 million as of December 27, 1997,
compared to $182.0 million at September 30, 1997.
The Company anticipates that its working capital requirements will increase
in order to support anticipated volumes of business. Additionally, the Company
expects to make additional capital expenditures relating to facility and
equipment enhancements in existing facilities as well as for information systems
upgrades for the acquired Elexsys operations. Future liquidity needs will be
dependent upon, among other factors, the extent of capital investments made by
the Company in plant and equipment, working capital needs of acquired
businesses, levels of shipments by the Company and changes in volumes of
business and other factors. The Company believes that its existing cash
resources, together with cash generated from operations, will be sufficient to
meet the Company's liquidity and working capital requirements through at least
the end of the current fiscal year.
10
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently a party to any material pending legal
proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------ --------------------------------------------------------------------------------
27.1 Financial Data Schedule
b) Reports on Form 8-K
On November 21, 1997, the Company filed a report on Form 8-K relating to
the acquisition of Elexsys.
11
12
SIGNATURE
Pursuant to the Requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SANMINA CORPORATION
(Registrant)
Date: February 6, 1998
By: /s/ RANDY W. FURR
------------------------------------
Randy W. Furr
President and Chief Operating
Officer
By: /s/ BERNARD J. WHITNEY
------------------------------------
Bernard J. Whitney
Chief Financial Officer
12