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Restatement of Condensed Consolidated Financial Statements
6 Months Ended
Apr. 01, 2023
Restatement of Condensed Consolidated Financial Statements  
Restatement of Condensed Consolidated Financial Statements

Note 1. Restatement of Condensed Consolidated Financial Statements

Sanmina Corporation (the “Company”) identified misstatements in the unaudited condensed consolidated financial statements for the comparative periods of 2022 in conjunction with an independent investigation conducted by the Audit Committee of the Board of Directors, as further disclosed in the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 11, 2023. The comparative periods have been amended and restated to correct for such misstatements. More detailed information related to the amendment and restatement is contained in Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 1, 2022 and Amendment No. 1 to the Company’s Form 10-Q for the quarter ended December 31, 2022 as filed with the Securities and Exchange Commission on May 19, 2023.

During the preparation of its unaudited consolidated financial statements for the fiscal quarter ended April 1, 2023, the Company determined that certain personnel in one of its divisions had failed to properly substantiate and update cost estimates for materials and other costs over the life of certain contracts. As a result, the Company conducted an independent investigation (the “Investigation”) under the direction of the Audit Committee of the Company’s Board of Directors (the “Audit Committee”). The division, like other Company divisions, has a stand-alone finance organization, which reports directly to the Company finance organization and indirectly to the management of the division. References in the findings below refer solely to this division unless otherwise noted. The Investigation found that:

In connection with the preparation and review of quarterly contract cost and other estimates, an internal control in the Company’s accounting process for the division’s contracts with customers, certain division personnel made inappropriate and unsupported adjustments to reduce certain cost estimates and failed to appropriately evaluate and increase other cost estimates to reflect cost overruns and other costs associated with delays in completing certain contracts.
The division had a culture that did not recognize or emphasize the importance of rigor in the division’s quarterly contract estimate review process or its significance to the Company’s internal control over financial reporting and accounting and financial reporting determinations with respect to the division’s contracts with customers. Instead, the division’s tone at the top and other control weaknesses enabled participants in the quarterly contract estimate review process to tolerate, place undue reliance on or otherwise fail to challenge unsupported adjustments and assumptions to contract cost estimates that had been made based on unsubstantiated optimism and/or a desire to avoid adverse outcomes.
The division had an ineffective finance function that did not provide sufficient oversight on financial accounting and reporting matters or effectively challenge adjustments or other improper practices in the quarterly contract estimate review process.
Certain division personnel lacked sufficient understanding of the division’s policies and procedures for the quarterly contract estimate review process as well as the relevant cost and contract accounting practices and requirements.
Certain division personnel provided materially inaccurate and incomplete information to, including in response to inquiries from, Company management and the Company’s internal and independent auditors concerning contract cost estimates and related items.

The “Previously Reported” amounts in the following tables are amounts derived from the Form 10-Q for the period ended April 2, 2022. The amounts in columns labeled “Investigation Adjustments” represent the effect of adjustments resulting from an independent investigation conducted by the Audit Committee of the Board of Directors and the amounts in columns labeled “Other Adjustments” represent the effect of uncorrected misstatements in previously filed financial statements that were not material, individually or in the aggregate, to those previously filed financial statements. The effects of the restatement, including the related income tax effects, have been corrected in all impacted tables and footnotes throughout these condensed consolidated financial statements. The only impact to the Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Stockholders’ Equity was to net income.

Investigation Adjustments correct misstatements that resulted primarily from 1) increases to estimated costs at completion of a contract that previously did not properly reflect estimated costs remaining to be incurred to complete a contract, 2) reductions in the

amount of transaction consideration expected to be received under a contract, and 3) segmentation of contracts that had previously been combined. The adjustments primarily affected net sales, cost of sales, contract assets and inventory.

Other Adjustments primarily correct balance sheet misstatements related to inventory cut-off and advance payments from customers.

The following table presents the impact of the financial statement adjustments on the Company’s previously reported Condensed Consolidated Statements of Income for the three and six months ended April 2, 2022.

    

Three Months Ended

    

Six Months Ended

April 2, 2022

April 2, 2022

(Unaudited)

(Unaudited)

Previously 

Investigation 

Other 

Previously 

Investigation 

Other 

    

Reported

    

Adjustments

    

Adjustments

    

As Restated

    

Reported

    

Adjustments

    

Adjustments

    

As Restated

(In thousands, except per share data)

Net sales

$

1,911,530

$

3,540

$

$

1,915,070

$

3,668,855

$

2,541

$

$

3,671,396

Cost of sales

 

1,759,083

 

9,492

 

1,768,575

 

3,371,919

 

11,685

 

3,383,604

Gross profit

 

152,447

 

(5,952)

 

 

146,495

 

296,936

 

(9,144)

 

 

287,792

Operating expenses:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Selling, general and administrative

 

61,817

 

 

61,817

 

123,292

 

 

123,292

Research and development

 

5,472

 

 

5,472

 

10,249

 

 

10,249

Restructuring and other

 

2,932

 

 

2,932

 

4,346

 

 

4,346

Gain on sale of long-lived assets

 

 

 

 

(4,610)

 

 

(4,610)

Total operating expenses

 

70,221

 

 

70,221

 

133,277

 

 

133,277

Operating income

 

82,226

 

(5,952)

 

76,274

 

163,659

 

(9,144)

 

154,515

Interest income

 

349

 

 

349

 

658

 

 

658

Interest expense

 

(4,870)

 

 

(4,870)

 

(9,747)

 

 

(9,747)

Other income (expense), net

 

(1,408)

 

 

(1,408)

 

664

 

 

664

Interest and other, net

 

(5,929)

 

 

(5,929)

 

(8,425)

 

 

(8,425)

Income before income taxes

 

76,297

 

(5,952)

 

70,345

 

155,234

 

(9,144)

 

146,090

Provision for income taxes

 

23,077

 

(1,353)

 

21,724

 

43,380

 

(2,088)

 

41,292

Net Income

 

$

53,220

 

$

(4,599)

 

$

48,621

 

$

111,854

 

$

(7,056)

 

$

$

104,798

Net income per share:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Basic

$

0.85

$

(0.08)

$

$

0.77

$

1.76

$

(0.11)

$

$

1.65

Diluted

$

0.83

$

(0.07)

$

$

0.76

$

1.71

$

(0.11)

$

$

1.60

Weighted average shares used in computing per share amounts:

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Basic

 

62,845

 

 

 

62,845

 

63,622

 

 

 

63,622

Diluted

 

64,271

 

 

 

64,271

 

65,365

 

 

 

65,365

The following table presents the impact of the financial statement adjustments on the Company’s previously reported Condensed Consolidated Balance Sheet as of October 1, 2022.

    

As of

October 1, 2022

(Unaudited)

Previously 

Investigation 

Other 

    

Reported

    

Adjustments

    

Adjustments

    

As Restated

 

(In thousands)

ASSETS

    

  

    

  

    

  

    

  

Current assets:

 

  

 

  

 

  

 

  

Cash and cash equivalents

$

529,857

$

$

$

529,857

Accounts receivable, net of allowances

 

1,138,894

 

 

 

1,138,894

Contract assets

 

503,674

 

(27,953)

 

 

475,721

Inventories

 

1,691,081

 

(21,705)

 

14,723

 

1,684,099

Prepaid expenses and other current assets

 

62,044

 

 

 

62,044

Total current assets

 

3,925,550

 

(49,658)

 

14,723

 

3,890,615

Property, plant and equipment, net

 

575,170

 

 

 

575,170

Deferred tax assets

 

198,588

 

10,966

 

 

209,554

Other

 

160,192

 

 

 

160,192

Total assets

$

4,859,500

$

(38,692)

$

14,723

$

4,835,531

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

 

  

 

  

 

  

Current liabilities:

 

  

 

  

 

  

 

  

Accounts payable

$

2,029,534

$

$

11,900

$

2,041,434

Accrued liabilities

 

275,735

 

1,441

 

4,423

 

281,599

Accrued payroll and related benefits

 

130,892

 

 

 

130,892

Short-term debt, including current portion of long-term debt

 

17,500

 

 

 

17,500

Total current liabilities

 

2,453,661

 

1,441

 

16,323

 

2,471,425

Long-term liabilities:

 

  

 

  

 

  

 

  

Long-term debt

 

329,237

 

 

 

329,237

Other

 

215,333

 

 

 

215,333

Total long-term liabilities

 

544,570

 

 

 

544,570

Contingencies (Note 8)

 

  

 

  

 

  

 

  

Stockholders’ equity

 

1,861,269

 

(40,133)

 

(1,600)

 

1,819,536

Total liabilities and stockholders’ equity

$

4,859,500

$

(38,692)

$

14,723

$

4,835,531

The following table presents the impact of the financial statement adjustments on the Company’s previously reported Condensed Consolidated Statements of Cash Flows for the six month period ended April 2, 2022. There were no adjustments to cash flows provided by (used in) investing or financing activities for the six month period ended April 2, 2022.

    

Six Months Ended

 April 2, 2022

(Unaudited)

Previously 

Investigation

Other

    

Reported

    

Adjustments

Adjustments

    

As Restated

(In thousands)

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

  

  

  

Net income before noncontrolling interest

$

111,854

$

(7,056)

$

$

104,798

Adjustments to reconcile net income before noncontrolling interest to cash provided by (used in) operating activities:

 

  

 

  

 

  

Depreciation and amortization

 

55,032

 

 

55,032

Stock-based compensation expense

 

18,362

 

 

18,362

Deferred income taxes

 

11,071

 

(1,898)

 

9,173

Other, net

 

(1,903)

 

 

(1,903)

Changes in operating assets and liabilities, net of amounts acquired:

 

  

 

  

 

  

Accounts receivable

 

(79,705)

 

397

 

(79,308)

Contract assets

 

(68,545)

 

4,804

(3,351)

 

(67,092)

Inventories

 

(403,396)

 

4,628

(5,015)

 

(403,783)

Prepaid expenses and other assets

 

(11,334)

 

 

(11,334)

Accounts payable

 

357,176

 

5,015

 

362,191

Accrued liabilities

 

158,661

 

(478)

2,954

 

161,137

Cash provided by operating activities

$

147,273

$

$

$

147,273