-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GadtUbi8DwAHVHWjZtjzGQx6Jd5rw3G8GAqxZJb63/qZn47C34f9cKVMJdHwyfoz q0rFFJd2fbNjLhiYwfJn4w== 0000891618-03-005437.txt : 20031023 0000891618-03-005437.hdr.sgml : 20031023 20031023162721 ACCESSION NUMBER: 0000891618-03-005437 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031023 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANMINA-SCI CORP CENTRAL INDEX KEY: 0000897723 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 770228183 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21272 FILM NUMBER: 03954356 BUSINESS ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089643500 MAIL ADDRESS: STREET 1: 2700 N FIRST ST CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA CORP/DE DATE OF NAME CHANGE: 19930729 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA HOLDINGS INC DATE OF NAME CHANGE: 19930223 8-K 1 f93722e8vk.htm FORM 8-K Sanmina-SCI Corporation Form 8-K Dated 10-23-03
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 23, 2003

SANMINA-SCI CORPORATION


(Exact Name of Registrant as Specified in Its Charter)

         
Delaware   000-21272   77-0228183

 
 
(State or Other Jurisdiction
of Incorporation)
  (Commission File No.)   (IRS Employer
Identification No.)

2700 NORTH FIRST STREET
SAN JOSE, CALIFORNIA 95134

(Address of Principal Executive Offices) (Zip Code)

(408) 964-3500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable


(Former Name or Former Address, if Changed Since Last Report)

 


ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99


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ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS

     On October 23, 2003, Sanmina-SCI Corporation issued a press release announcing financial results for its fourth fiscal quarter. The press release is attached as Exhibit 99 to this Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (c)  Exhibits.

     
Exhibit No.   Description

 
Exhibit 99   Press Release issued by Sanmina-SCI Corporation on October 23, 2003

 


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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

         
    SANMINA-SCI CORPORATION
         
    By:    
        /s/ Rick R. Ackel
        Rick R. Ackel
Executive Vice President and
Chief Financial Officer
         
         
Date: October 23, 2003        

 


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EXHIBIT INDEX

     
Exhibit No.   Description

 
Exhibit 99   Press Release issued by Sanmina-SCI Corporation on October 23, 2003

  EX-99 3 f93722exv99.txt EXHIBIT 99 Exhibit 99 CONTACTS: Rick Ackel EVP, Chief Financial Officer Paige Bombino Investor Relations (408) 964-3610 FOR IMMEDIATE RELEASE SANMINA-SCI ANNOUNCES FOURTH QUARTER AND FISCAL YEAR END RESULTS SAN JOSE, CA (OCTOBER 23, 2003) -- Sanmina-SCI Corporation (NASDAQ NM: SANM), a leading global electronics manufacturing services (EMS) company, today reported financial results for the fourth quarter and fiscal year ended September 27, 2003. A reconciliation from pro forma to GAAP results is contained in the attached financials and is available on the Investor Relations section of our website at www.sanmina-sci.com. FOURTH QUARTER FISCAL 2003 HIGHLIGHTS INCLUDE: - REVENUES OF $2.73 BILLION INCREASED 3.1% COMPARED TO Q3:03 AND INCREASED 5.0% OVER Q4:02 - ADJUSTED PRO FORMA EPS OF $0.03 - CASH FLOW FROM OPERATIONS APPROXIMATELY $90 MILLION - CASH CYCLE DAYS IMPROVE BY 5 DAYS TO 33 DAYS - COMPANY REDUCES DEBT APPROXIMATELY $539 MILLION IN THE QUARTER SUMMARY OF PRO FORMA FINANCIAL RESULTS (Excluding merger and integration, restructuring, impairment and other infrequent or unusual charges. The twelve months ended September 28, 2002 include results of operations from SCI Systems as if combined as of the beginning of the period.)
(THOUSANDS, EXCEPT PER SHARE DATA) Q4:03 Q4:02 12MOS03 12MOS02 - ---------------------------------- ----- ----- ------- ------- Revenues $ 2,732,013 $ 2,602,302 $10,361,434 $10,037,396 Operating margin 1.7% 1.2% 1.3% 1.2% Operating income $ 47,600 $ 29,931 $ 135,888 $ 117,339 Net income $ 8,849 $ 3,170 $ 7,605 $ 13,560 Adjusted Pro Forma Net Income $ 13,961 $ 10,903 $ 28,271 $ 39,744 Adjusted Pro Forma EPS - diluted $ 0.03 $ 0.02 $ 0.06 $ 0.08
-more- Sanmina-SCI Corporation October 23, 2003 Page 2 SUMMARY OF GAAP FINANCIAL RESULTS (Includes merger and integration, restructuring, impairment and other infrequent or unusual charges. The twelve months ended September 28, 2002 include results of operations from SCI Systems beginning with the closing of the merger on December 6, 2001.)
(THOUSANDS, EXCEPT PER SHARE DATA) Q4:03 Q4:02 12MOS03 12MOS02 - ---------------------------------- ----- ----- ------- ------- Revenues $ 2,732,013 $ 2,602,302 $ 10,361,434 $ 8,761,630 Operating margin (2.4)% (103.3)% (0.8)% (31.5)% Operating income (loss) $ (65,398) $ (2,689,417) $ (77,876) $ (2,764,183) Net income (loss) $ (85,653) $ (2,607,222) $ (137,157) $ (2,696,753) EPS - basic $ (0.17) $ (5.10) $ (0.27) $ (5.60) EPS - diluted $ (0.17) $ (5.10) $ (0.27) $ (5.60)
ASSET MANAGEMENT DRIVES IMPROVED PRO FORMA FINANCIAL PERFORMANCE IN THE FOURTH QUARTER For the year ended September 27, 2003, Sanmina-SCI reported revenues of $10.4 billion, compared to $10.0 billion for the year ended September 28, 2002. Revenues reported for the fourth quarter were $2.73 billion, an increase of 3.1% from $2.65 billion in the third quarter ended June 28, 2003, and an increase of 5.0% from $2.60 billion in the fourth quarter last year. Fourth quarter operating income was $47.6 million, up 24.1% over fiscal 2003 third quarter operating income of $38.4 million and up 59% over fiscal 2002 fourth quarter operating income of $29.9 million. For the fourth quarter of fiscal 2003 the company reported an adjusted pro forma net income of $14.0 million, or $0.03 adjusted pro forma earnings per share, compared to adjusted pro forma net income of $10.9 million, or adjusted pro forma earnings per share of $0.02 for the same period last year. Pro forma financial results do not include merger, integration, restructuring, impairment and other infrequent or unusual charges. Cash provided by operations was approximately $90 million for the fourth quarter. In the fourth quarter, financial management ratios strengthened as compared to the fourth quarter of fiscal 2002 and third quarter 2003 as, cash cycle days improved to 33 days, inventory turns increased one full turn to 10.6. At September 27, 2003, the company reported $1.1 billion in cash and short-term investments. At quarter-end, the company reported a current ratio of 2.0, working capital of $2.1 billion and shareholders' equity of $3.3 billion. During the quarter Sanmina-SCI paid down approximately $539 million of debt consisting of the redemption of its 4 1/4 % Convertible Subordinated Notes due 2004 of approximately $264 million and $275 million senior secured credit facility, which had a maturity date of December 23, 2007. Including the paydown of the 4 -1/4% Convertible Subordinated Notes, Sanmina-SCI has eliminated approximately $635 million or 50% of debt due by 2005 since the beginning of fourth quarter 2002. Our GAAP results include after tax unusual charges related to the paydown of debt described above of approximately $14.4 million, integration costs of $1.8 million, restructuring charges of $10.6 million, and a non cash, after tax asset impairment charge, primarily related to fixed assets and buildings associated with the printed circuit board business, of approximately $67.7 million. This charge related to the write-down of these assets to their current fair values. During the -more- Sanmina-SCI Corporation October 23, 2003 Page 3 September quarter, we performed our annual goodwill impairment test which did not result in any write-down of goodwill. COMPANY REPORTS INCREASED EFFICIENCIES AND IMPROVED CUSTOMER END-MARKETS Jure Sola, Chairman and Chief Executive Officer of Sanmina-SCI, said, "During the quarter, we continued to make significant progress in our financial performance. Cash cycle days, operating cash flow and inventory turns improved due to our conservative financial and asset management policies. The company also achieved higher operating margins which reflect organic revenue growth, increased capacity utilization as well as re-alignment of operations. "Over the past 12 months, the entire Sanmina-SCI team has worked very hard to position the company for growth and profitability. As a result, we have the best design, engineering and customer support group in the industry. We have a cost efficient global footprint that allows us to meet our customers' demands for rapid response as well as best-in-class engineering, manufacturing and supply chain management. Our commitment to leading-edge technology and superior manufacturing has been certified by key government agencies. Our industry leadership has been validated by our expanding relationships with leading OEMs. "As we look to 2004, we are excited about our future; there are clearly signs of improvement across all of our end-markets. We have been focusing our efforts on providing our customers with advanced technology and a complete end-to-end service offering whether it is a custom design or an ODM solution. With Sanmina-SCI's customer focused strategy and our comprehensive services, the company has tremendous leverage," Sola concluded. COMPANY OUTLOOK Sanmina-SCI projects first quarter fiscal 2004 revenue to be approximately $2.8 billion to $2.9 billion, and pro forma earnings per share to be between $0.03 to $0.05 before integration, restructuring and other infrequent or unusual charges. PRO FORMA FINANCIAL INFORMATION In addition to disclosing operating results determined in accordance with generally accepted accounting principles (GAAP), Sanmina-SCI also provides pro forma operating results that exclude certain items. Management utilizes pro forma operating results as a performance measure and furnishes the information in order to provide investors with additional information to analyze the Company's operating results and facilitate period-to-period comparisons. COMPANY CONFERENCE CALL INFORMATION Sanmina-SCI will be holding a conference call regarding this announcement on Thursday, October 23, 2003 at 5:00 p.m. EDT (2:00 p.m. PDT). The access numbers are: domestic 877-273-6760 and international: 706-634-6605. The conference will be broadcast live over the Internet. Log onto the live webcast at http://www.firstcallevents.com/service/ajwz389714523gf12.html. Additional information in the form of a slide presentation is available by logging on the 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: 3112798. -more- Sanmina-SCI Corporation October 23, 2003 Page 4 ABOUT SANMINA-SCI Sanmina-SCI Corporation (NASDAQ: SANM) is a leading electronics contract manufacturer serving the fastest-growing segments of the $125 billion global electronics manufacturing services (EMS) market. Recognized as a technology leader, Sanmina-SCI provides end-to-end manufacturing solutions, delivering unsurpassed quality and support to large OEMs primarily in the communications, defense and aerospace, industrial and medical instrumentation, computer technology and multimedia sectors. Sanmina-SCI has facilities strategically located in key regions throughout the world. Information about Sanmina-SCI is available at www.sanmina-sci.com. SANMINA-SCI SAFE HARBOR STATEMENT The foregoing, including the discussion regarding the company's future prospects, contains certain forward-looking statements that involve risks and uncertainties, including uncertainties associated with economic conditions in the electronics industry, particularly in the principal industry sectors served by the company, changes in customer requirements and in the volume of sales to principal customers, the ability of Sanmina-SCI to effectively assimilate acquired businesses and achieve the anticipated benefits of its acquisitions, and competition and technological change. The company's actual results of operations may differ significantly from those contemplated by such forward-looking statements as a result of these and other factors, including factors set forth in the company's 2002 Annual Report on Form 10-K and 10-K/A filed on December 4, 2002 and June 18, 2003 and 10-Q filed August 11, 2003 with the Securities Exchange Commission. - FINANCIAL TABLES FOLLOW - -more- Sanmina - SCI Corporation Pro forma Consolidated Statements of Operations (Excluding merger and integration, restructuring, asset impairment and other infrequent or unusual charges) (in thousands, except per share data) (unaudited)
Three Months Ended Year Ended --------------------------- --------------------------- September 27, September 28, September 27, September 28, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Net sales $ 2,732,013 $ 2,602,302 $ 10,361,434 $ 10,037,396 Cost of sales 2,602,859 2,492,217 9,898,964 9,606,475 ------------ ------------ ------------ ------------ Gross profit 129,154 110,085 462,470 430,921 Operating expenses: Selling, general and administrative 72,490 75,591 305,034 298,202 Research and development 7,331 2,831 14,952 8,623 Amortization of intangibles 1,733 1,732 6,596 6,757 ------------ ------------ ------------ ------------ Total operating expenses 81,554 80,154 326,582 313,582 ------------ ------------ ------------ ------------ Operating income 47,600 29,931 135,888 117,339 Other income (expense), net (34,391) (25,927) (124,535) (97,100) ------------ ------------ ------------ ------------ Income before provision for income taxes 13,209 4,004 11,353 20,239 Provision for income taxes 4,360 834 3,748 6,679 ------------ ------------ ------------ ------------ Pro forma net income $ 8,849 $ 3,170 $ 7,605 $ 13,560 Non-cash charges, net of tax 5,112 7,733 20,666 26,184 ------------ ------------ ------------ ------------ Adjusted pro forma net income(1) $ 13,961 $ 10,903 $ 28,271 $ 39,744 ============ ============ ============ ============ Pro forma earnings per share: Basic earnings per share $ 0.02 $ 0.01 $ 0.01 $ 0.03 Diluted earnings per share $ 0.02 $ 0.01 $ 0.01 $ 0.03 Adjusted pro forma earnings per share: Adjusted basic earnings per share $ 0.03 $ 0.02 $ 0.06 $ 0.08 Adjusted diluted earnings per share $ 0.03 $ 0.02 $ 0.06 $ 0.08 Shares used in computing pro forma per share amounts: Pro forma basic shares 510,732 511,265 510,102 518,670 Pro forma diluted shares 517,725 513,053 513,017 525,470 Adjusted pro forma basic shares 510,732 511,265 510,102 518,670 Adjusted pro forma diluted shares 517,725 513,053 513,515 525,470
(1) Adjusted pro forma net income is defined as GAAP net income with the following adjustments net of tax: amortization of intangibles, non-cash interest expense, merger, integration and restructuring costs, impairment and other infrequent or unusual charges. Sanmina - SCI Corporation Consolidated Statements of Operations (GAAP) (in thousands, except for per share data)
Three Months Ended Year Ended ---------------------------- ----------------------------- September 27, September 28, September 27, September 28, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ (unaudited) Net sales $ 2,732,013 $ 2,602,302 $ 10,361,434 $ 8,761,630 Cost of sales 2,602,859 2,492,217 9,898,964 8,386,929 ------------ ------------ ------------ ------------ Gross profit 129,154 110,085 462,470 374,701 Operating expenses: Selling, general and administrative 72,490 75,591 306,734 279,002 Research and development 7,331 2,831 14,952 8,623 Amortization of intangibles 1,733 1,732 6,596 5,757 Integration costs 2,472 3,707 10,720 3,707 Asset impairment charges 95,600 2,670,000 95,600 2,670,000 Restructuring costs 14,926 45,641 105,744 171,795 ------------ ------------ ------------ ------------ Total operating expenses 194,552 2,799,502 540,346 3,138,884 ------------ ------------ ------------ ------------ Operating income (loss) (65,398) (2,689,417) (77,876) (2,764,183) Other income (expense), net (55,938) 5,282 (120,331) (50,709) ------------ ------------ ------------ ------------ Income (loss) before provision for income taxes (121,336) (2,684,135) (198,207) (2,814,892) Provision (benefit) for income taxes (35,683) (76,913) (61,050) (118,139) ------------ ------------ ------------ ------------ Net income (loss) $ (85,653) $ (2,607,222) $ (137,157) $ (2,696,753) ------------ ------------ ------------ ------------ Earnings (loss) per share: Basic $ (0.17) $ (5.10) $ (0.27) $ (5.60) Diluted $ (0.17) $ (5.10) $ (0.27) $ (5.60) Shares used in computing per share amounts: Basic 510,732 511,265 510,102 481,985 Diluted 510,732 511,265 510,102 481,985
Sanmina-SCI Corporation Reconciliation of GAAP net income (loss) to pro forma net income and to adjusted pro forma net income (in thousands) (unaudited)
Three Months Ended Year Ended ---------------------------- ---------------------------- September 27, September 28, September 27, September 28, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Net income (loss) - GAAP basis $ (85,653) $(2,607,222) $ (137,157) $(2,696,753) Net income (loss) related to SCI for Oct-Nov 2001 -- -- -- (146,010) ----------- ----------- ----------- ----------- Net income (loss) including SCI for entire period in 2002 (85,653) (2,607,222) (137,157) (2,842,763) Reconciling items, net of tax: Asset impairment charges 67,737 2,600,678 67,737 2,600,678 (Gain) loss on early extinguishment of debt 14,436 (33,513) (2,905) (33,513) Merger and integration costs 1,752 2,280 7,408 21,353 Restructuring and other costs 10,577 26,627 71,383 243,065 Reaudit fees for completed reaudits of fiscal 2001 and 2000 -- -- 1,139 -- Losses on operations in process of being closed -- -- -- 10,420 Write down of equity investments -- 14,320 -- 14,320 ----------- ----------- ----------- ----------- Pro forma net income without charges $ 8,849 $ 3,170 $ 7,605 $ 13,560 Amortization, net of tax 1,161 1,371 4,419 4,527 Non-cash interest charges, net of tax 3,951 6,362 16,247 21,657 ----------- ----------- ----------- ----------- Adjusted pro forma net income $ 13,961 $ 10,903 $ 28,271 $ 39,744 =========== =========== =========== ===========
Sanmina - SCI Corporation Condensed Consolidated Balance Sheets (in thousands) (GAAP)
September 27, September 28, 2003 2002 ------------ ------------ ASSETS Current assets: Cash and short-term investments $1,082,988 $1,163,674 Accounts receivable, net 1,576,392 1,394,515 Inventories, net 977,799 1,123,016 Deferred income taxes 421,478 312,184 Prepaid and other current assets 109,862 165,649 ---------- ---------- Total current assets 4,168,519 4,159,038 Property, plant and equipment, net 902,868 1,084,454 Goodwill 2,223,422 2,101,650 Long-term investments 15,614 73,955 Deposits and other 119,694 98,960 ---------- ---------- Total assets $7,430,117 $7,518,057 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 3,489 $ 265,899 Accounts payable 1,506,998 1,279,451 Accrued liabilities and other 394,906 366,500 Accrued payroll and related benefits 130,660 142,139 ---------- ---------- Total current liabilities 2,036,053 2,053,989 Long-term liabilities: Convertible subordinated debentures 1,103,537 1,523,010 Long-term debt 801,954 452,321 Deferred income taxes 90,294 17,184 Other 75,025 56,838 Total stockholders' equity 3,323,254 3,414,715 ---------- ---------- Total liabilities and stockholders' equity $7,430,117 $7,518,057 ========== ==========
Sanmina-SCI Corporation Forward Looking Guidance Three Months Ended December 27, 2003 (in billions, except per share amounts) Net sales $2.8 - $2.9 Adjusted pro forma earnings per share (1) $0.03 - $0.05 (1) Forward looking guidance for the quarter ended December 27, 2003 is provided only on an adjusted pro forma basis. The comparable GAAP earnings or loss per share amount is not accessible due to inherent difficulties in predicting certain expenses and gains affecting GAAP earnings or loss, such as the amount and timing of Sanmina-SCI's restructuring costs, as well as debt security repurchases, if any, that could result in gains or losses reported in GAAP earnings.
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