UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
|
(Mark One)
|
||
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the quarterly period ended June 26, 2004 | ||
| or | ||
|
o
|
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-SCI Corporation
|
Delaware
|
77-0228183 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
|
2700 N. First St., San Jose,
CA
|
95134 | |
| (Address of principal executive offices) | (Zip Code) | |
(408) 964-3500
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). Yes þ No o
As of August 4, 2004 there were 521,147,756 shares outstanding of the issuers common stock, $0.01 par value per share.
SANMINA-SCI CORPORATION
INDEX
1
SANMINA-SCI CORPORATION
| June 26, | September 27, | |||||||||
| 2004 | 2003 | |||||||||
| (Unaudited) | ||||||||||
| (In thousands) | ||||||||||
| ASSETS | ||||||||||
|
Current assets:
|
||||||||||
|
Cash and cash equivalents
|
$ | 1,003,681 | $ | 1,043,850 | ||||||
|
Short-term investments
|
17,645 | 39,138 | ||||||||
|
Accounts receivable, net
|
1,658,448 | 1,576,392 | ||||||||
|
Inventories
|
1,119,858 | 977,799 | ||||||||
|
Deferred income taxes
|
426,255 | 421,478 | ||||||||
|
Prepaid expenses and other
|
106,191 | 109,862 | ||||||||
|
Total current assets
|
4,332,078 | 4,168,519 | ||||||||
|
Property, plant and equipment, net
|
811,958 | 902,868 | ||||||||
|
Long-term investments
|
17,108 | 15,614 | ||||||||
|
Goodwill
|
2,248,486 | 2,223,422 | ||||||||
|
Deposits and other
|
119,192 | 139,833 | ||||||||
|
Total assets
|
$ | 7,528,822 | $ | 7,450,256 | ||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
|
Current liabilities:
|
||||||||||
|
Current portion of long-term debt
|
$ | 2,884 | $ | 3,489 | ||||||
|
Accounts payable
|
1,615,993 | 1,506,998 | ||||||||
|
Accrued liabilities and other
|
343,062 | 394,906 | ||||||||
|
Accrued payroll and related benefits
|
173,755 | 130,660 | ||||||||
|
Total current liabilities
|
2,135,694 | 2,036,053 | ||||||||
|
Long-term liabilities:
|
||||||||||
|
Long-term debt, net of current portion
|
1,904,481 | 1,925,630 | ||||||||
|
Deferred income tax liability
|
88,870 | 90,294 | ||||||||
|
Other liabilities
|
70,362 | 75,025 | ||||||||
|
Total long-term liabilities
|
2,063,713 | 2,090,949 | ||||||||
|
Stockholders equity:
|
||||||||||
|
Common stock
|
5,402 | 5,304 | ||||||||
|
Additional paid-in capital
|
5,730,933 | 5,692,764 | ||||||||
|
Treasury stock
|
(188,561 | ) | (188,618 | ) | ||||||
|
Deferred compensation
|
(30,347 | ) | | |||||||
|
Accumulated other comprehensive income
|
31,254 | 16,335 | ||||||||
|
Accumulated deficit
|
(2,219,266 | ) | (2,202,531 | ) | ||||||
|
Total stockholders equity
|
3,329,415 | 3,323,254 | ||||||||
|
Total liabilities and stockholders equity
|
$ | 7,528,822 | $ | 7,450,256 | ||||||
See accompanying notes.
2
SANMINA-SCI CORPORATION
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| June 26, | June 28, | June 26, | June 28, | |||||||||||||||
| 2004 | 2003 | 2004 | 2003 | |||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||
| (Unaudited) | ||||||||||||||||||
|
Net sales
|
$ | 3,069,783 | $ | 2,648,907 | $ | 8,902,450 | $ | 7,629,421 | ||||||||||
|
Cost of sales
|
2,911,260 | 2,529,271 | 8,457,637 | 7,296,105 | ||||||||||||||
|
Gross profit
|
158,523 | 119,636 | 444,813 | 333,316 | ||||||||||||||
|
Operating expenses:
|
||||||||||||||||||
|
Selling, general and administrative
|
85,028 | 78,920 | 243,378 | 234,244 | ||||||||||||||
|
Research and development
|
7,326 | 2,428 | 21,245 | 7,621 | ||||||||||||||
|
Amortization of intangibles
|
2,059 | 1,626 | 6,460 | 4,863 | ||||||||||||||
|
Integration costs
|
261 | 1,889 | 4,043 | 8,248 | ||||||||||||||
|
Restructuring costs
|
17,349 | 16,776 | 108,459 | 90,818 | ||||||||||||||
|
Total operating expenses
|
112,023 | 101,639 | 383,585 | 345,794 | ||||||||||||||
|
Operating income (loss)
|
46,500 | 17,997 | 61,228 | (12,478 | ) | |||||||||||||
|
Interest income
|
6,811 | 4,515 | 16,775 | 15,341 | ||||||||||||||
|
Interest expense
|
(33,232 | ) | (36,817 | ) | (92,050 | ) | (98,678 | ) | ||||||||||
|
Other income (expense)
|
(10,430 | ) | (3,865 | ) | (15,314 | ) | 18,944 | |||||||||||
|
Other income (expense), net
|
(36,851 | ) | (36,167 | ) | (90,589 | ) | (64,393 | ) | ||||||||||
|
Income (loss) before provision for income taxes
|
9,649 | (18,170 | ) | (29,361 | ) | (76,871 | ) | |||||||||||
|
Provision (benefit) for income taxes
|
(1,702 | ) | (5,996 | ) | (12,625 | ) | (25,367 | ) | ||||||||||
|
Net income (loss)
|
$ | 11,351 | $ | (12,174 | ) | $ | (16,736 | ) | $ | (51,504 | ) | |||||||
|
Earnings (loss) per share:
|
||||||||||||||||||
|
Basic
|
$ | 0.02 | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.10 | ) | |||||||
|
Diluted
|
$ | 0.02 | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.10 | ) | |||||||
|
Shares used in computing per share amounts:
|
||||||||||||||||||
|
Basic
|
517,173 | 510,372 | 515,159 | 509,891 | ||||||||||||||
|
Diluted
|
528,275 | 510,372 | 515,159 | 509,891 | ||||||||||||||
See accompanying notes.
3
SANMINA-SCI CORPORATION
| Nine Months Ended | |||||||||||
| June 26, | June 28, | ||||||||||
| 2004 | 2003 | ||||||||||
| (In thousands) | |||||||||||
| (Unaudited) | |||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|||||||||||
|
Net income (loss)
|
$ | (16,736 | ) | $ | (51,504 | ) | |||||
|
Adjustments to reconcile net income (loss) to
cash provided by operating activities:
|
|||||||||||
|
Restructuring costs
|
14,195 | 40,000 | |||||||||
|
Depreciation and amortization
|
142,612 | 175,045 | |||||||||
|
Deferred income taxes
|
| (588 | ) | ||||||||
|
Provision (benefit) for doubtful accounts
|
(2,861 | ) | (2,117 | ) | |||||||
|
Deferred compensation
|
9,256 | (384 | ) | ||||||||
|
(Gain) loss on disposal of property and equipment
|
(320 | ) | 22,779 | ||||||||
|
Loss from investment in 50% or less owned
companies
|
15,146 | 4,546 | |||||||||
|
Gain from repurchase of convertible notes
|
| (25,751 | ) | ||||||||
|
Other, net
|
(189 | ) | 1,345 | ||||||||
|
Changes in operating assets and liabilities, net
of acquisitions:
|
|||||||||||
|
Accounts receivable
|
(67,626 | ) | (163,625 | ) | |||||||
|
Inventories
|
(121,134 | ) | 131,235 | ||||||||
|
Prepaid expenses, deposits and other
|
(9,246 | ) | 8,248 | ||||||||
|
Income tax accounts
|
5,720 | 126,408 | |||||||||
|
Accounts payable and accrued liabilities
|
71,510 | 196,267 | |||||||||
|
Cash provided by operating activities
|
40,327 | 461,904 | |||||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|||||||||||
|
Purchases of short-term investments
|
(49,038 | ) | (72,263 | ) | |||||||
|
Proceeds from maturity of short-term investments
|
68,901 | 87,154 | |||||||||
|
Purchases of long-term investments
|
(12,583 | ) | (500 | ) | |||||||
|
Purchases of property and equipment, net of
acquisitions
|
(60,645 | ) | (46,723 | ) | |||||||
|
Proceeds from sale of assets
|
23,448 | 16,700 | |||||||||
|
Cash paid for businesses acquired, net of cash
acquired
|
(51,500 | ) | (214,526 | ) | |||||||
|
Cash used for investing activities
|
(81,417 | ) | (230,158 | ) | |||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|||||||||||
|
Repurchase of convertible notes
|
| (176,117 | ) | ||||||||
|
Payments of long-term debt
|
(12,592 | ) | (40,326 | ) | |||||||
|
Proceeds from long-term debt, net of issuance
costs
|
64 | 1,002,798 | |||||||||
|
Proceeds from (payments of) notes and credit
facilities, net
|
(13,663 | ) | (607,366 | ) | |||||||
|
Proceeds from sale of common stock, net of
issuance costs
|
25,894 | 10,270 | |||||||||
|
Cash provided by (used for) financing activities
|
(297 | ) | 189,259 | ||||||||
|
Effect of exchange rate changes
|
1,218 | 1,991 | |||||||||
|
Increase (decrease) in cash and cash equivalents
|
(40,169 | ) | 422,996 | ||||||||
|
Cash and cash equivalents at beginning of period
|
1,043,850 | 1,064,534 | |||||||||
|
Cash and cash equivalents at end of period
|
$ | 1,003,681 | $ | 1,487,530 | |||||||
See accompanying notes.
4
SANMINA-SCI CORPORATION
| Note 1 | Basis of Presentation |
The accompanying condensed consolidated financial statements of Sanmina-SCI Corporation (Sanmina-SCI) 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 normal recurring and other adjustments that are, in the opinion of management, necessary for a fair presentation.
The results of operations for the nine months ended June 26, 2004 are not necessarily indicative of the results that may be expected for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended September 27, 2003, included in Sanmina-SCIs annual report on Form 10-K.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 | Summary of Significant Accounting Policies |
Principles of Consolidation The consolidated financial statements include the accounts of Sanmina-SCI and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Foreign Currency Translation For foreign subsidiaries using the local currency as their functional currency, assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of these translation adjustments are reported as a separate component of stockholders equity. Remeasurement adjustments for non-functional currency monetary assets and liabilities are included in other income (expense), net in the accompanying consolidated statements of operations.
Cash and Cash Equivalents Sanmina-SCI considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 26, 2004, cash and cash equivalents includes $97.2 million of restricted cash and cash equivalents, primarily related to accounts collateralizing letters of credit.
Supplemental disclosure of non-cash investing activities for the nine-month periods ended June 26, 2004 and June 28, 2003 is as follows:
| June 26, | June 28, | |||||||
| 2004 | 2003 | |||||||
| (In thousands) | ||||||||
|
Acquisition of property, plant and equipment with
long-term investments
|
$ | | $ | 52,850 | ||||
Exit Costs Sanmina-SCI recognizes restructuring charges related to its plans to exit certain activities resulting from the identification of excess manufacturing and administrative facilities that it chooses to close or consolidate. In connection with its exit activities, Sanmina-SCI records restructuring charges for employee termination costs, long-lived asset impairments, costs related to leased facilities to be abandoned or subleased, and other exit-related costs. These charges were incurred pursuant to formal plans developed by management and accounted for in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, Emerging Issues Task Force, or EITF, Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring) and EITF 95-3, Recognition of Liabilities in Connection with a Purchase Business
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Combination. Where applicable, employee termination costs are recorded pursuant to SFAS No. 112, Employers Accounting for Postemployment Benefits. Fixed assets that are written off or impaired as a result of restructuring plans are typically held for sale or scrapped. The remaining carrying value of such assets was not material at June 26, 2004 or September 27, 2003. The recognition of restructuring charges requires Sanmina-SCIs management to make judgments and estimates regarding the nature, timing, and amount of costs associated with the planned exit activity, including estimating sublease income and the fair value, less selling costs, of property, plant and equipment to be disposed of. Managements estimates of future liabilities may change, requiring us to record additional restructuring charges or reduce the amount of liabilities already recorded. At the end of each reporting period, Sanmina-SCI evaluates the remaining accrued balances to ensure their adequacy, that no excess accruals are retained, and the utilization of the provisions are for their intended purposes in accordance with developed exit plans.
Goodwill and Intangibles Costs in excess of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed in a purchase business combination are recorded as goodwill. SFAS No. 142, Goodwill and Other Intangible Assets, requires that companies no longer amortize goodwill, but instead test for impairment at least annually using a two-step approach. Sanmina-SCI evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the reporting units carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a combination of the income, or discounted cash flows, approach and the market approach, which utilizes comparable companies data. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss, if any.
Sanmina-SCI has determined that there are two reporting units: international and domestic. Goodwill information for each reporting unit is as follows:
| As of | Additions | Adjustments | As of | ||||||||||||||
| September 27, | to | to | June 26, | ||||||||||||||
| 2003 | Goodwill | Goodwill | 2004 | ||||||||||||||