Sanmina-SCI Corporation Form 8-K Dated 1-20-04

-----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, VIwiHy/EwCy7YWEsA67WVw2UAw8GLaBt65nImgyb/5UY5NN4E5YJlKSx4uMqr97K 19uE56AyhUihyHbowYu5nA== 0000891618-04-000185.txt : 20040120 0000891618-04-000185.hdr.sgml : 20040119 20040120161940 ACCESSION NUMBER: 0000891618-04-000185 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040120 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040120 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: 04532814 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 f95715e8vk.htm FORM 8-K Sanmina-SCI Corporation Form 8-K Dated 1-20-04

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) January 20, 2004

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)

TABLE OF CONTENTS


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

ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 20, 2004, Sanmina-SCI Corporation issued a press release announcing financial results for its first fiscal quarter. The press release is attached as Exhibit 99 to this Form 8-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS


Exhibit No.		Description

Exhibit 99		Press Release issued by Sanmina-SCI Corporation on January 20, 2004

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: January 20, 2004

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 99		Press Release issued by Sanmina-SCI Corporation on January 20, 2004

EX-99 3 f95715exv99.txt EXHIBIT 99 Exhibit 99 (SANMINA-SCI LOGO) PRESS RELEASE CONTACTS: Rick Ackel EVP, Chief Financial Officer Paige Bombino Investor Relations (408) 964-3610 FOR IMMEDIATE RELEASE SANMINA-SCI ANNOUNCES FIRST QUARTER RESULTS SAN JOSE, CA (JANUARY 20, 2004) -- Sanmina-SCI Corporation (NASDAQ NM: SANM), a leading global electronics manufacturing services (EMS) company, today reported financial results for its first quarter ended December 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. FIRST QUARTER FISCAL 2004 HIGHLIGHTS INCLUDE: - - REVENUES OF $2.97 BILLION INCREASED 9% COMPARED TO Q4:03 AND INCREASED 17% OVER Q1:03 - - ADJUSTED PRO FORMA EPS OF $0.05 - - CASH FLOW FROM OPERATIONS APPROXIMATELY $110 MILLION - - IMPROVEMENT IN ASSET MANAGEMENT, CASH CYCLE DAYS DOWN - - COMPANY SECURES TWO OEM DESIGN WINS FOR ODM SERVER PRODUCTS SUMMARY OF PRO FORMA FINANCIAL RESULTS (Excludes restructuring, integration, impairment and other infrequent or unusual items)
(IN THOUSANDS, EXCEPT PER SHARE DATA) Q1:04 Q4:03 Q1:03 Revenues $2,970,281 $2,732,013 $2,536,961 Operating margin 1.9% 1.7% 0.9% Operating income $ 55,126 $ 47,600 $ 24,056 Net income $ 20,230 $ 8,849 $ 1,380 Adjusted Pro Forma Net Income $ 26,150 $ 13,961 $ 6,773 Adjusted Pro Forma EPS -- diluted $ 0.05 $ 0.03 $ 0.01
-more- PRESS RELEASE Sanmina-SCI Corporation January 20, 2004 Page 2 SUMMARY OF GAAP FINANCIAL RESULTS (Includes restructuring, integration, impairment and other infrequent or unusual items)
(IN THOUSANDS, EXCEPT PER SHARE DATA) Q1:04 Q4:03 Q1:03 Revenues $2,970,281 $2,732,013 $2,536,961 Operating margin (loss) 1.6% (2.4%) (0.5%) Operating income (loss) $ 46,189 $ (65,398) $ (12,433) Net income (loss) $ 15,769 $ (85,653) $ (7,509) Earnings (loss) per share -- basic $ 0.03 $ (0.17) $ (0.01) Earnings (loss) per share - diluted $ 0.03 $ (0.17) $ (0.01)
PRO FORMA FINANCIAL PERFORMANCE IN THE FIRST QUARTER For the first quarter ended December 27, 2003, Sanmina-SCI reported revenues of $2.97 billion, an increase of 9%, from $2.73 billion in the fourth quarter ended September 27, 2003, and an increase of 17% from $2.54 billion in the first quarter ended December 28, 2002. For the first quarter of fiscal 2004 the company reported adjusted pro forma net income of $26.2 million, or $0.05 adjusted pro forma diluted earnings per share, compared to adjusted pro forma net income of $14.0 million, or $0.03 adjusted pro forma diluted earnings per share in the fourth quarter ended September 27, 2003, and adjusted pro forma net income of $6.8 million, or adjusted pro forma diluted earnings per share of $0.01 for the same period last year. Pro forma financial results do not include integration, restructuring and impairment charges and other infrequent or unusual items. Cash provided by operations was approximately $110 million for the first quarter. The company continues to strengthen its financial management ratios. Cash cycle days came in at 26 days for the quarter. At December 27, 2003, the company reported $1.2 billion in cash and short-term investments. At quarter-end, the company reported a current ratio of 1.9, working capital of $2.1 billion and shareholders' equity of $3.3 billion. POSITIVE TREND ACROSS ALL END-MARKETS Jure Sola, Chairman and Chief Executive Officer of Sanmina-SCI, said, "Clearly we are seeing a positive trend across all of our end-markets, orders have been increasing more steadily, and our customers are talking with a more positive and upbeat tone. We have taken the last two years as a time to position the company for the future. With facilities strategically located and with sufficient capacity, Sanmina-SCI is able to meet its customers' objectives in technology, cost effectiveness and time-to-market requirements, along with being flexible and responsive to their requests." "This quarter, we made further progress in our ODM strategy, adding two design wins for server products with existing OEM customers. This is an exciting area for Sanmina-SCI, and we believe it underscores the market opportunities of our ODM strategy. Our ODM focus will help our customers with faster time-to-market, leading-edge technology, and shrinking R&D budgets." -more- PRESS RELEASE Sanmina-SCI Corporation January 20, 2004 Page 3 Mr. Sola concluded by saying, "We are pleased with the continued improvement in our company's performance, but rest assured we aren't done yet, we will continue to strive towards once again being the leader in financial metrics." COMPANY OUTLOOK Sanmina-SCI projects second quarter fiscal 2004 revenue to be approximately $2.75 billion to $2.9 billion, and adjusted pro forma diluted earnings per share to be between $0.03 to $0.05 before integration, restructuring and impairment charges and other infrequent or unusual items. 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 Tuesday, January 20, 2004 at 5:00 p.m. EST (2:00 p.m. PST). 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://firstcallevents.com/service/ajwz396033372gf12.html. Additional information in the form of a slide presentation is available by logging onto Sanmina-SCI's website at www.sanmina-sci.com. A replay of today's conference call will be available for 48-hours. The access numbers are: domestic 800-642-1687 and international: 706-645-9291, access code: 4809857. ABOUT SANMINA-SCI Sanmina-SCI Corporation (NASDAQ: SANM) is a leading electronics contract manufacturer serving the fastest-growing segments of the 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 fiscal year 2003 Annual Report on Form 10-K filed on December 9, 2003 with the Securities Exchange Commission. - FINANCIAL TABLES FOLLOW - -more- Sanmina - SCI Corporation Pro forma Consolidated Statements of Operations (Excluding restructuring, integration, and other infrequent or unusual charges) (in thousands, except per share data) (unaudited)
Three Months Ended ------------------ December 27, December 28, 2003 2002 ---- ---- Net sales $ 2,970,281 $ 2,536,961 Cost of sales 2,829,090 2,428,004 ----------- ----------- Gross profit 141,191 108,957 Operating expenses: Selling, general and administrative 77,046 81,101 Research and development 6,899 2,191 Amortization of intangibles 2,120 1,609 ----------- ----------- Total operating expenses 86,065 84,901 ----------- ----------- Operating income 55,126 24,056 Other income (expense), net (27,415) (21,996) ----------- ----------- Income before provision for income taxes 27,711 2,060 Provision for income taxes 7,481 680 ----------- ----------- Pro forma net income $ 20,230 $ 1,380 Non-cash charges, net of tax 5,920 5,393 ----------- ----------- Adjusted pro forma net income (1) $ 26,150 $ 6,773 =========== =========== Pro forma earnings per share: Basic earnings per share $ 0.04 $ 0.00 Diluted earnings per share $ 0.04 $ 0.00 Adjusted pro forma earnings per share: Basic earnings per share $ 0.05 $ 0.01 Diluted earnings per share $ 0.05 $ 0.01 Shares used in computing pro forma and adjusted pro forma per share amounts: Basic 513,379 509,567 Diluted 526,357 510,656
(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, integration and restructuring costs, and other infrequent or unusual charges. Sanmina - SCI Corporation Consolidated Statements of Operations (GAAP) (in thousands, except for per share data) (unaudited)
Three Months Ended ------------------ December 27, December 28, 2003 2002 ---- ---- Net sales $ 2,970,281 $ 2,536,961 Cost of sales 2,829,090 2,428,004 ----------- ----------- Gross profit 141,191 108,957 Operating expenses: Selling, general and administrative 77,046 81,101 Research and development 6,899 2,191 Amortization of intangibles 2,120 1,609 Integration costs 1,731 2,396 Restructuring costs 7,206 34,093 ----------- ----------- Total operating expenses 95,002 121,390 ----------- ----------- Operating income (loss) 46,189 (12,433) Other income (expense), net (27,415) 1,226 ----------- ----------- Income (loss) before provision for income taxes 18,774 (11,207) Provision (benefit) for income taxes 3,005 (3,698) ----------- ----------- Net income (loss) $ 15,769 $ (7,509) ----------- ----------- Earnings (loss) per share: Basic $ 0.03 $ (0.01) Diluted $ 0.03 $ (0.01) Shares used in computing per share amounts: Basic 513,379 509,567 Diluted 526,357 509,567
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 ------------------ December 27, December 28, 2003 2002 ---- ---- Net income (loss) - GAAP basis $ 15,769 $ (7,509) Reconciling items, net of tax: (Gain) loss on early extinguishment of debt -- (15,559) Restructuring costs 3,197 22,842 Integration costs 1,264 1,606 -------- -------- Pro forma net income without charges 20,230 1,380 Amortization, net of tax 1,548 1,078 Non-cash interest charges, net of tax 4,372 4,315 -------- -------- Adjusted pro forma net income without charges $ 26,150 $ 6,773 ======== ========
Sanmina - SCI Corporation Condensed Consolidated Balance Sheets (in thousands) (GAAP)
December 27, September 27, 2003 2003 ---- ---- (unaudited) (Derived from audited financials) ASSETS Current assets: Cash and short-term investments $1,163,741 $1,082,988 Accounts receivable, net 1,740,748 1,576,392 Inventories, net 1,070,320 977,799 Deferred income taxes 422,860 421,478 Prepaid and other current assets 84,807 109,862 ---------- ---------- Total current assets 4,482,476 4,168,519 Property, plant and equipment, net 873,798 902,868 Goodwill 2,230,022 2,223,422 Long-term investments 26,293 15,614 Deposits and other 151,542 139,833 ---------- ---------- Total assets $7,764,131 $7,450,256 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 3,286 $ 3,489 Accounts payable 1,809,247 1,506,998 Accrued liabilities and other 354,299 394,906 Accrued payroll and related benefits 168,598 130,660 ---------- ---------- Total current liabilities 2,335,430 2,036,053 Long-term liabilities: Convertible subordinated debentures 1,109,810 1,103,537 Long-term debt 814,312 822,093 Deferred income taxes 89,200 90,294 Other 76,713 75,025 Total stockholders' equity 3,338,666 3,323,254 ---------- ---------- Total liabilities and stockholders' equity $7,764,131 $7,450,256 ========== ==========
Sanmina-SCI Corporation Forward Looking Guidance Three Months Ended March 27, 2004 (in billions, except per share amounts) ~~Net sales $2.75 - $2.90 Adjusted pro forma earnings per share (1) $0.03 - $0.05~~

(1) Forward looking guidance for the quarter ended March 27, 2004 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. ~~-----END PRIVACY-ENHANCED MESSAGE-----~~

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