-----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, HWDsbMExJPceYkrRwjczQvJFC/t9xqqlCYVFx/0dtE7IWNP4bwXgp5CkfmqYv/hg vDkrErHfHkvPLqLxfsQjtQ== 0000891618-98-002266.txt : 19980513 0000891618-98-002266.hdr.sgml : 19980513 ACCESSION NUMBER: 0000891618-98-002266 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980328 FILED AS OF DATE: 19980512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANMINA CORP/DE 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-21272 FILM NUMBER: 98616049 BUSINESS ADDRESS: STREET 1: 355 EAST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4089545500 MAIL ADDRESS: STREET 1: 355 EAST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: SANMINA HOLDINGS INC DATE OF NAME CHANGE: 19930223 10-Q 1 FORM 10-Q FOR PERIOD ENDED MARCH 28, 1998 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 MARCH 28, 1998 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, 95131 SAN JOSE, CA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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. Yes [X] No [ ] As of April 27, 1998, there were 20,875,960 shares outstanding of the issuer's common stock, $0.01 par value. ================================================================================ 2 SANMINA CORPORATION INDEX 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.................................................................................. 12 Item 4. Submission of Matters to a Vote of Security Holders................................................ 12 Item 6. Exhibits and Reports on Form 8-K................................................................... 12 Signature.......................................................................................... 13
2 3 SANMINA CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS IN THOUSANDS, EXCEPT PER SHARE DATA (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED ---------------------- ---------------------- MARCH 28, MARCH 29, MARCH 28, MARCH 29, 1998 1997 1998 1997 --------- --------- --------- --------- Net sales....................................... $172,146 $133,823 $331,253 $258,997 Cost of sales................................... 134,520 105,787 258,950 203,110 -------- -------- -------- -------- Gross profit.................................. 37,626 28,036 72,303 55,887 -------- -------- -------- -------- Operating expenses Selling, general and administrative........... 10,559 9,756 20,554 18,677 Amortization of goodwill...................... 634 502 1,201 1,003 Merger costs.................................. -- -- 3,945 -- -------- -------- -------- -------- Total operating expenses.............. 11,193 10,258 25,700 19,680 -------- -------- -------- -------- Operating income................................ 26,433 17,778 46,603 36,207 Interest income (expense), net.................. 154 (688) (317) (1,275) -------- -------- -------- -------- Income before provision for income taxes........ 26,587 17,090 46,286 34,932 Provision for income taxes...................... 9,714 6,409 16,905 12,438 -------- -------- -------- -------- NET INCOME...................................... $ 16,873 $ 10,681 $ 29,381 $ 22,494 ======== ======== ======== ======== Earnings per share: Basic......................................... $ 0.81 $ 0.53 $ 1.42 $ 1.12 Diluted....................................... $ 0.71 $ 0.47 $ 1.24 $ 0.98 Shares used in computing per share amounts: Basic......................................... 20,726 20,100 20,664 20,050 Diluted....................................... 25,063 24,594 25,037 24,444
See accompanying notes. 3 4 SANMINA CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS IN THOUSANDS ASSETS
MARCH 28, SEPTEMBER 30, 1998 1997 ----------- ------------- (UNAUDITED) Current assets: Cash and cash equivalents................................. $ 30,600 $ 42,345 Short-term investments.................................... 89,006 80,804 Accounts receivable, net.................................. 87,203 77,333 Inventories............................................... 75,621 61,173 Deferred income taxes..................................... 9,115 9,115 Prepaid expenses and other................................ 3,853 6,344 -------- -------- Total current assets.............................. 295,398 277,114 Property, plant and equipment, net.......................... 106,767 89,174 Deposits and other.......................................... 21,415 9,566 -------- -------- $423,580 $375,854 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.......................................... $ 73,857 $ 56,329 Accrued liabilities....................................... 42,155 36,597 Income taxes payable...................................... 6,491 2,217 -------- -------- Total current liabilities......................... 122,503 95,143 -------- -------- Long-term liabilities: Convertible subordinated notes............................ 95,607 98,250 Other liabilities......................................... 3,391 10,684 -------- -------- Total long-term liabilities....................... 98,998 108,934 -------- -------- Stockholders' equity: Common stock.............................................. 208 205 Additional paid-in capital................................ 91,917 91,010 Unrealized gain on investments............................ 92 81 Retained earnings......................................... 109,862 80,481 -------- -------- Total stockholders' equity........................ 202,079 171,777 -------- -------- $423,580 $375,854 ======== ========
See accompanying notes. 4 5 SANMINA CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS IN THOUSANDS (UNAUDITED)
SIX MONTHS ENDED ---------------------- MARCH 28, MARCH 29, 1998 1997 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income................................................ $ 29,381 $ 22,494 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization.......................... 11,705 9,177 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable.................................. (4,901) (13,189) Inventories.......................................... (10,501) (10,713) Prepaid expenses, deposits and other................. (112) (227) Accounts payable and accrued liabilities............. 5,366 16,374 Income tax accounts.................................. 4,274 (1,812) -------- -------- Cash provided by operating activities............. 35,212 22,104 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Maturities (purchases) of short-term investments.......... (8,118) 18,381 Purchases of property and equipment, net of acquisitions........................................... (12,662) (20,053) Cash paid for businesses acquired......................... (5,666) (27,754) -------- -------- Cash used for investing activities................ (26,446) (29,426) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds (payments) on line of credit..................... (7,498) 1,862 Proceeds from issuance of debt............................ -- 5,023 Repurchase of convertible debt............................ (2,371) -- Payments of long-term liabilities......................... (11,552) (407) Taxes paid for gain on sale of stock...................... (3,588) -- Proceeds from sale of common stock........................ 4,498 1,813 -------- -------- Cash provided by (used for) financing activities...................................... (20,511) 8,291 -------- -------- Increase (decrease) in cash and cash equivalents............ (11,745) 969 Cash and cash equivalents at beginning of period............ 42,345 30,643 -------- -------- Cash and cash equivalents at end of period.................. $ 30,600 $ 31,612 ======== ========
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 or six months ended March 28, 1998 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 -- ACQUISITIONS 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. A reconciliation of the financial statements for the six months ended March 29, 1997, to previously reported information is as follows (in thousands): Revenue: Sanmina................................................... $185,568 Elexsys................................................... 73,429 -------- Combined.......................................... $258,997 ======== Net Income: Sanmina................................................... $ 19,087 Elexsys................................................... 3,407 -------- Combined.......................................... $ 22,494 ========
In February 1998, the Company acquired Pragmatech, Inc. ("Pragmatech") in a stock purchase transaction. The purchase price was approximately $5.7 million. The acquisition, which was accounted for as a purchase, included the payment of cash and the assumption of liabilities. Pro forma statements of operations reflecting the acquisition of Pragmatech are not shown, as they would not differ materially from reported results. 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. 6 7 SANMINA CORPORATION NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (UNAUDITED) NOTE 4 -- INVENTORIES Inventories, stated at the lower of cost (first-in, first-out method) or market, consist of:
MARCH 28, SEPTEMBER 30, 1998 1997 --------- ------------- (IN THOUSANDS) Raw materials $39,527 $35,253 Work-in-process 19,089 13,503 Finished goods 17,005 12,417 ------- ------- $75,621 $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 second quarters and the first six months of fiscal 1998 and 1997. Diluted EPS for the second quarters and the first six months 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, if dilutive. As a result of the adoption of SFAS No. 128, the Company's reported earnings per share for 1997 were restated. 7 8 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, 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. As a result of the Pragmatech acquisition, Sanmina added new assembly plants in Northern California. 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. 8 9 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 one-time 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 second quarter of fiscal 1997 and first six months of fiscal 1998 and 1997 have been restated to combine the results of operations of both Sanmina and Elexsys. The following table sets forth, for the three and six months ended March 28, 1998 and March 29, 1997, 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 SIX MONTHS ENDED ------------------ ------------------ 3/28/98 3/29/97 3/28/98 3/29/97 ------- ------- ------- ------- Net sales.............................................. 100.0% 100.0% 100.0% 100.0% Cost of sales.......................................... 78.1 79.0 78.2 78.4 Gross Profit......................................... 21.9 21.0 21.8 21.6 Selling, general and administrative.................... 6.1 7.3 6.1 7.2 Amortization........................................... .4 .4 .4 .4 Merger and acquisition costs........................... -- -- 1.2 -- Operating income..................................... 15.4 13.3 14.1 14.0 Interest income (expense).............................. -- (.5) (.1) (.5) Income before income taxes........................... 15.4 12.8 14.0 13.5 Provision for income taxes............................. 5.6 4.8 5.1 4.8 Net income............................................. 9.8 8.0 8.9 8.7
Sales for the second quarter of fiscal 1998 ended March 28, 1998 increased by 29% to $172.1 million from $133.8 million in the corresponding quarter of the prior year. Sales for the six months ended March 28, 1998 increased by 28% to $331.3 million from $259.0 million in the same period of the prior year. The increase in 9 10 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 second quarter of fiscal 1998, and the six months ended March 28, 1998, approximately 82% 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 78% of Sanmina's revenues. The increase in the percentage of revenues represented by EMS assembly revenues was mainly due to the increased shipments of EMS assemblies to both existing and new customers. Gross margin increased from 21.0% in the second quarter of fiscal 1997 to 21.9% in the second quarter of the current year. Gross margin increased from 21.6% for the first six months of fiscal 1997 to 21.8% for the first six months of the current year. The increase in gross margins for the second quarter and the first six months of fiscal 1998 is a result of normal changes in the mix of products shipped to certain customers and normal changes in customer mix. The Company expects gross margins to fluctuate based on product mix and customer mix. In absolute dollars, operating expenses increased from $10.3 million in the second quarter of fiscal 1997 to $11.2 million in the second quarter of fiscal 1998. As a percentage of sales, operating expenses decreased from 7.7% in the second quarter of 1997 to 6.5% in the second quarter of the current year. For the six months, operating expenses in absolute dollars increased from $19.7 million in fiscal 1997 to $25.7 million in fiscal 1998 and operating expenses as a percentage of sales increased from 7.6% for the first six months of fiscal 1997 to 7.7% for the first six months of fiscal 1998. The first quarter of fiscal 1998 includes a merger and acquisition charge of $3.9 million. Operating margins increased from 13.3% in the second quarter of 1997 to 15.4% in the second quarter of the current year. The increase in absolute dollars and the increase in operating margins are primarily attributable to the Company's ability to grow revenues at a faster rate than operating expenses. The relatively constant operating margins 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 second quarter of fiscal 1998, the Company reported net interest income of $154,000 compared to net interest expense of $688,000 for the corresponding quarter of last year. For the first six months of fiscal 1998, the Company reported net interest expense of $317,000 compared to a net interest expense of $1,275,000 for the first six months of fiscal 1997. 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 first six months of fiscal 1998. The Company's provision for income taxes for the three month period ended March 28, 1998 is based upon the Company's estimate of the effective tax rate for fiscal 1998 of 36.5%. For the quarter ended March 29, 1997, the Company's effective tax rate was 37.5%. The slight decrease between quarters represents the increased benefit of foreign operations taxed at a reduced rate. LIQUIDITY AND CAPITAL RESOURCES Cash, cash equivalents, and short-term investments as of March 28, 1998 were $119.6 million as compared to $123.1 million at September 30, 1997. The decrease was mainly attributable to the Pragmatech acquisition. Cash generated from operations for the six months ending March 28, 1998 was $35.2 million compared to $22.1 million for the same period of fiscal 1997. The increase between years primarily relates to the timing of cash flows for receivables and payables. Working capital decreased to $172.9 million as of March 28, 1998 compared to $182.0 million at September 30, 1997. 10 11 Net cash used for investing activities for the first six months of fiscal 1998 primarily related to the purchase of short-term investments and equipment for which the Company paid a total of approximately $20.8 million in cash. Additionally, on February 23, 1998, the Company paid approximately $5.7 million in cash to acquire Pragmatech. Net cash used for financing activities for the first six months of fiscal year 1998 related to the repayment of approximately $19.0 million in outstanding debt. In addition, approximately $2.4 million was used to repurchase the Elexsys convertible subordinated debentures. 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. The Company is in the process of addressing internal and external year 2000 issues. It does not believe that these issues will materially affect either the operations or results of the Company. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not currently a party to any material pending legal proceedings. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On January 30, 1998, the Company held its 1998 Annual Meeting of Stockholders. The matters voted upon at the meeting and the vote with respect to each such matter are set forth below: 1. Election of Jure Sola, John Bolger, Neil Bonke, Bernard Vonderschmitt, and Mario Rosati as Directors of the Company:
FOR WITHHELD ---------- -------- Jure Sola............................................... 18,520,652 62,600 John Bolger............................................. 18,521,791 61,461 Neil Bonke.............................................. 18,521,794 61,458 Bernard Vonderschmitt................................... 18,521,422 61,830 Mario Rosati............................................ 18,364,027 219,225
2. Approval of an amendment to the Company's 1990 Incentive Stock Plan to increase the number of shares reserved for issuance thereunder: For: 15,243,481 Against: 2,939,323 Abstain: 13,290 3. Approval of an amendment to the Company's 1993 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder: For: 13,428,398 Against: 4,779,035 Abstain: 13,585 4. Ratification of the appointment of Arthur Andersen LLP as the independent public accountants of the Company for the fiscal year ending September 30, 1998: For: 18,569,744 Against: 2,472 Abstain: 11,036 11 12 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 January 1, 1998, the Company filed an amended report on Form 8-K containing pro forma financial information giving effect to the acquisition of Elexsys. 12 13 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: May 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 13 14 INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 27.1 Financial Data Schedule 27.2 Restated Financial Data Schedule (3 mo.) 27.3 Restated Financial Data Schedule (6 mo.) 27.4 Restated Financial Data Schedule (9 mo.) 27.5 Restated Financial Data Schedule (12 mo.) EX-27.1 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS SEP-30-1998 OCT-01-1997 MAR-28-1998 30,600 89,006 87,203 3,758 75,621 295,398 212,475 105,708 423,580 122,503 98,998 0 0 208 202,079 423,580 331,253 331,253 258,950 258,950 25,700 205 (317) 46,286 16,905 29,381 0 0 0 29,381 1.42 1.24 Interest expense is net of Interest Income; the net amount is Interest Expense. EPS is reported as "Basic EPS" as prescribed by SFAS #128. EPS is reported as "Diluted EPS" as prescribed by SFAS #128.
EX-27.2 3 RESTATED FINANCIAL DATA SCHEDULE (3 MO.)
5 1,000 3-MOS SEP-30-1997 OCT-01-1996 DEC-28-1996 35,525 57,606 70,249 2,705 58,387 231,154 164,826 85,537 324,112 81,189 101,937 0 0 201 140,785 324,112 125,174 125,174 97,323 97,323 9,422 295 (587) 17,842 6,029 11,813 0 0 0 11,813 0.59 0.52 Interest expense is net of interest income; the net amount is Interest Expense. EPS is reported as "Basic EPS" as prescribed by SFAS #128. EPS is reported as "Diluted EPS" as prescribed by SFAS #128.
EX-27.3 4 RESTATED FINANCIAL DATA SCHEDULE (6 MO.)
5 1,000 6-MOS SEP-30-1997 OCT-01-1996 MAR-29-1997 31,612 66,899 69,150 2,424 63,381 241,192 175,202 89,549 339,290 79,941 106,769 0 0 201 152,379 339,290 258,997 258,997 203,110 203,110 19,680 150 (1,275) 34,932 12,438 22,494 0 0 0 22,494 1.12 0.98 Interest expense is net of interest income; the net amount is Interest Expense. EPS is reported as "Basic EPS" as prescribed as SFAS #128. EPS is reported as "Diluted EPS" as prescribed as SFAS #128.
EX-27.4 5 RESTATED FINANCIAL DATA SCHEDULE (9 MO.)
5 1,000 9-MOS SEP-30-1997 OCT-01-1996 JUN-28-1997 35,817 68,054 76,297 2,481 67,203 256,870 186,662 93,921 362,231 82,571 110,654 0 0 203 168,803 362,231 409,195 409,195 320,414 320,414 31,425 280 (1,956) 55,400 19,487 35,913 0 0 0 35,913 1.79 1.56 Interest expense is net of interest income; the net amount is Interest Expense. EPS is reported as "Basic EPS" as prescribed in SFAS #128. EPS is reported as "Diluted EPS" as prescribed in SFAS #128.
EX-27.5 6 RESTATED FINANCIAL DATA SCHEDULE (12 MO.)
5 1,000 12-MOS SEP-30-1997 OCT-01-1996 SEP-30-1997 42,345 80,804 77,333 3,620 61,173 277,114 182,798 93,624 375,854 95,143 108,934 0 0 205 171,572 375,854 569,787 569,787 455,576 455,576 54,892 289 (2,462) 56,857 26,332 30,525 0 0 0 30,525 1.51 1.36 Interest expense is net of interest income; the net amount is Interest Expense. EPS is reported as "Basic EPS" as prescribed in SFAS #128. EPS is reported as "Diluted EPS" as prescribed in SFAS #128.
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