(Mark one)
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[x]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0228183
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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2700 N. First St., San Jose, CA
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95134
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [X]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller
reporting company)
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 6.
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As of
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||||||
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June 27,
2015 |
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September 27,
2014 |
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(Unaudited)
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||||||
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(In thousands)
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||||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$
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416,471
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$
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466,607
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Accounts receivable, net of allowances of $10,815 and $10,278 as of June 27, 2015 and September 27, 2014, respectively
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934,152
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979,475
|
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Inventories
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874,224
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893,178
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||
Prepaid expenses and other current assets
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100,524
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111,714
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Total current assets
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2,325,371
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2,450,974
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Property, plant and equipment, net
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564,662
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563,016
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Other
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266,812
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299,099
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Total assets
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$
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3,156,845
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$
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3,313,089
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||
Current liabilities:
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Accounts payable
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$
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1,090,171
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$
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1,139,845
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Accrued liabilities
|
115,906
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110,357
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Accrued payroll and related benefits
|
115,771
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126,541
|
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||
Short-term debt, including current portion of long-term debt
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8,416
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157,394
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Total current liabilities
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1,330,264
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1,534,137
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|
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Long-term liabilities:
|
|
|
|
||||
Long-term debt
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423,798
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386,681
|
|
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Other
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143,531
|
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145,516
|
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Total long-term liabilities
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567,329
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|
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532,197
|
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Commitments and contingencies (Note 6)
|
|
|
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Stockholders' equity
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1,259,252
|
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1,246,755
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Total liabilities and stockholders' equity
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$
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3,156,845
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$
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3,313,089
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Three Months Ended
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Nine Months Ended
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||||||||||||
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June 27,
2015 |
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June 28,
2014 |
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June 27,
2015 |
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June 28,
2014 |
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(Unaudited)
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(In thousands, except per share data)
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||||||||||||||
Net sales
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$
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1,539,271
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$
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1,604,727
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$
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4,737,963
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$
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4,528,937
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Cost of sales
|
1,418,709
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1,477,814
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4,375,792
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4,172,272
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|
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Gross profit
|
120,562
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|
|
126,913
|
|
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362,171
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356,665
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||||||||
Operating expenses:
|
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Selling, general and administrative
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59,736
|
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63,029
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176,177
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184,543
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Research and development
|
8,339
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7,829
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23,967
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24,563
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Restructuring costs
|
7,711
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2,302
|
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12,451
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8,571
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|
||||
Amortization of intangible assets
|
314
|
|
|
425
|
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1,164
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|
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1,373
|
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||||
Asset impairments
|
—
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—
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1,954
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—
|
|
||||
Gain on sales of long-lived assets
|
(2,821
|
)
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—
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(3,957
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)
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(530
|
)
|
||||
Total operating expenses
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73,279
|
|
|
73,585
|
|
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211,756
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218,520
|
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||||
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||||||||
Operating income
|
47,283
|
|
|
53,328
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150,415
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|
138,145
|
|
||||
|
|
|
|
|
|
|
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||||||||
Interest income
|
273
|
|
|
210
|
|
|
827
|
|
|
1,190
|
|
||||
Interest expense
|
(6,017
|
)
|
|
(8,439
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)
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(18,651
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)
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(23,394
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)
|
||||
Other expense, net
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(1,248
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)
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(6,101
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)
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(3,141
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)
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(4,597
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)
|
||||
Interest and other, net
|
(6,992
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)
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(14,330
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)
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(20,965
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)
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(26,801
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)
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||||
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|
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||||||||
Income before income taxes
|
40,291
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|
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38,998
|
|
|
129,450
|
|
|
111,344
|
|
||||
Provision for income taxes
|
15,816
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|
18,277
|
|
|
67,571
|
|
|
46,682
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|
||||
Net income
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$
|
24,475
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$
|
20,721
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$
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61,879
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$
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64,662
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Net income per share:
|
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|
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Basic
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$
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0.30
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$
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0.25
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$
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0.75
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$
|
0.78
|
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Diluted
|
$
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0.29
|
|
|
$
|
0.24
|
|
|
$
|
0.72
|
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|
$
|
0.75
|
|
|
|
|
|
|
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|
||||||||
Weighted average shares used in computing per share amounts:
|
|
|
|
|
|
|
|
||||||||
Basic
|
81,700
|
|
|
82,467
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82,357
|
|
|
82,988
|
|
||||
Diluted
|
85,493
|
|
|
86,235
|
|
|
86,308
|
|
|
86,597
|
|
|
Three Months Ended
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Nine Months Ended
|
||||||||||||
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June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(Unaudited)
|
||||||||||||||
|
(In thousands)
|
||||||||||||||
Net income
|
$
|
24,475
|
|
|
$
|
20,721
|
|
|
$
|
61,879
|
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|
$
|
64,662
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustments
|
421
|
|
|
468
|
|
|
(9,373
|
)
|
|
(411
|
)
|
||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
Change in net unrealized amount
|
(400
|
)
|
|
570
|
|
|
(3,126
|
)
|
|
(241
|
)
|
||||
Amount reclassified into net income
|
245
|
|
|
2,805
|
|
|
2,908
|
|
|
3,990
|
|
||||
Defined benefit plans:
|
|
|
|
|
|
|
|
||||||||
Changes in unrecognized net actuarial loss and unrecognized transition cost
|
(409
|
)
|
|
2
|
|
|
736
|
|
|
(183
|
)
|
||||
Amortization of actuarial losses and transition costs
|
241
|
|
|
338
|
|
|
877
|
|
|
1,148
|
|
||||
Total other comprehensive income (loss)
|
98
|
|
|
4,183
|
|
|
(7,978
|
)
|
|
4,303
|
|
||||
Comprehensive income
|
$
|
24,573
|
|
|
$
|
24,904
|
|
|
$
|
53,901
|
|
|
$
|
68,965
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Nine Months Ended
|
||||||
|
June 27,
2015 |
|
June 28,
2014 |
||||
|
(Unaudited)
|
||||||
|
(In thousands)
|
||||||
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
61,879
|
|
|
$
|
64,662
|
|
Adjustments to reconcile net income to cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
74,189
|
|
|
73,060
|
|
||
Stock-based compensation expense
|
15,478
|
|
|
13,270
|
|
||
Provision for (benefit from) doubtful accounts, product returns and other sales adjustments
|
537
|
|
|
(166
|
)
|
||
Deferred income taxes
|
24,976
|
|
|
18,454
|
|
||
Loss on extinguishment of debt
|
3,760
|
|
|
8,192
|
|
||
Gain on sales of assets, net
|
(4,116
|
)
|
|
(1,247
|
)
|
||
Asset impairments
|
1,954
|
|
|
—
|
|
||
Other, net
|
745
|
|
|
95
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
40,159
|
|
|
(27,795
|
)
|
||
Inventories
|
12,958
|
|
|
(64,897
|
)
|
||
Prepaid expenses and other assets
|
9,017
|
|
|
(13,350
|
)
|
||
Accounts payable
|
(52,966
|
)
|
|
116,809
|
|
||
Accrued liabilities and other long-term liabilities
|
(12,340
|
)
|
|
11,406
|
|
||
Cash provided by operating activities
|
176,230
|
|
|
198,493
|
|
||
|
|
|
|
||||
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(76,239
|
)
|
|
(47,424
|
)
|
||
Proceeds from sales of property, plant and equipment
|
15,062
|
|
|
5,654
|
|
||
Cash paid for business combinations
|
—
|
|
|
(80,861
|
)
|
||
Cash used in investing activities
|
(61,177
|
)
|
|
(122,631
|
)
|
||
|
|
|
|
||||
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
|
|
|
|
||||
Change in restricted cash
|
—
|
|
|
4,100
|
|
||
Repayments of long-term debt
|
(108,666
|
)
|
|
(279,634
|
)
|
||
Debt issuance costs
|
(1,766
|
)
|
|
—
|
|
||
Proceeds from long-term debt, net of issuance costs
|
—
|
|
|
369,897
|
|
||
Proceeds from short-term borrowings
|
—
|
|
|
65,935
|
|
||
Repayments of short-term borrowings
|
(10,221
|
)
|
|
(62,766
|
)
|
||
Proceeds from revolving credit facility borrowings
|
1,817,700
|
|
|
560,000
|
|
||
Repayments of revolving credit facility borrowings
|
(1,812,700
|
)
|
|
(560,000
|
)
|
||
Proceeds from termination of interest rate swap
|
3,258
|
|
|
16,492
|
|
||
Net proceeds from stock issuances
|
17,708
|
|
|
9,606
|
|
||
Repurchases of common stock
|
(70,777
|
)
|
|
(51,265
|
)
|
||
Cash provided by (used in) financing activities
|
(165,464
|
)
|
|
72,365
|
|
||
|
|
|
|
||||
Effect of exchange rate changes
|
275
|
|
|
911
|
|
||
Increase (decrease) in cash and cash equivalents
|
(50,136
|
)
|
|
149,138
|
|
||
Cash and cash equivalents at beginning of period
|
466,607
|
|
|
402,875
|
|
||
Cash and cash equivalents at end of period
|
$
|
416,471
|
|
|
$
|
552,013
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest, net of capitalized interest
|
$
|
18,179
|
|
|
$
|
28,695
|
|
Income taxes, net of refunds
|
$
|
39,964
|
|
|
$
|
20,292
|
|
|
|
|
|
||||
Non-interest bearing notes payable issued in conjunction with a business combination (refer to Note 12)
|
$
|
—
|
|
|
$
|
14,789
|
|
|
As of
|
||||||
|
June 27,
2015 |
|
September 27,
2014 |
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
600,623
|
|
|
$
|
628,860
|
|
Work-in-process
|
105,041
|
|
|
102,618
|
|
||
Finished goods
|
168,560
|
|
|
161,700
|
|
||
Total
|
$
|
874,224
|
|
|
$
|
893,178
|
|
•
|
Money market funds
|
•
|
Time deposits
|
•
|
Foreign currency forward contracts
|
|
As of
|
||||||
|
June 27, 2015
|
|
September 27, 2014
|
||||
Derivatives Designated as Accounting Hedges:
|
|
|
|
||||
Notional amount (in thousands)
|
$
|
88,411
|
|
|
$
|
114,157
|
|
Number of contracts
|
46
|
|
|
42
|
|
||
Derivatives Not Designated as Accounting Hedges:
|
|
|
|
||||
Notional amount (in thousands)
|
$
|
250,938
|
|
|
$
|
255,828
|
|
Number of contracts
|
48
|
|
|
41
|
|
|
As of
|
||||||
|
June 27,
2015 |
|
September 27,
2014 |
||||
|
(In thousands)
|
||||||
Secured debt
|
$
|
40,000
|
|
|
$
|
40,000
|
|
Senior notes due 2019 ("2019 Notes")
|
—
|
|
|
100,000
|
|
||
Senior secured notes due 2019 ("Secured Notes")
|
375,000
|
|
|
375,000
|
|
||
Non-interest bearing notes payable
|
12,214
|
|
|
15,097
|
|
||
Fair value adjustment (1)
|
—
|
|
|
3,757
|
|
||
Total long-term debt
|
427,214
|
|
|
533,854
|
|
||
Less: Current Portion
|
|
|
|
||||
2019 Notes called for redemption in fourth quarter of 2014
|
—
|
|
|
100,000
|
|
||
Fair value adjustment related to remaining 2019 Notes
|
—
|
|
|
3,757
|
|
||
Secured debt (refinanced in the first quarter of 2015)
|
—
|
|
|
40,000
|
|
||
Current portion of non-interest bearing notes payable
|
3,416
|
|
|
3,416
|
|
||
Long-term debt
|
$
|
423,798
|
|
|
$
|
386,681
|
|
|
As of
|
||||||
|
June 27,
2015 |
|
June 28,
2014 |
||||
|
(In thousands)
|
||||||
Beginning balance — end of prior year
|
$
|
13,726
|
|
|
$
|
15,136
|
|
Charges for the period, net of recoveries
|
2,459
|
|
|
5,398
|
|
||
Utilization of accrual
|
(5,133
|
)
|
|
(5,923
|
)
|
||
Ending balance — current quarter
|
$
|
11,052
|
|
|
$
|
14,611
|
|
|
As of
|
||||||
|
June 27,
2015 |
|
September 27,
2014 |
||||
|
(In thousands)
|
||||||
Foreign currency translation adjustments
|
$
|
90,717
|
|
|
$
|
100,090
|
|
Unrealized holding losses on derivative financial instruments
|
(793
|
)
|
|
(575
|
)
|
||
Unrecognized net actuarial loss and transition cost for benefit plans
|
(14,986
|
)
|
|
(16,599
|
)
|
||
Total
|
$
|
74,938
|
|
|
$
|
82,916
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In thousands)
|
||||||||||||||
Gross sales:
|
|
|
|
|
|
|
|
||||||||
IMS
|
$
|
1,245,748
|
|
|
$
|
1,275,159
|
|
|
$
|
3,851,264
|
|
|
$
|
3,571,478
|
|
CPS
|
339,150
|
|
|
390,986
|
|
|
1,032,435
|
|
|
1,126,460
|
|
||||
Intersegment revenue
|
(45,627
|
)
|
|
(61,418
|
)
|
|
(145,736
|
)
|
|
(169,001
|
)
|
||||
Net sales
|
$
|
1,539,271
|
|
|
$
|
1,604,727
|
|
|
$
|
4,737,963
|
|
|
$
|
4,528,937
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit:
|
|
|
|
|
|
|
|
||||||||
IMS
|
$
|
90,764
|
|
|
$
|
85,688
|
|
|
$
|
273,507
|
|
|
$
|
246,309
|
|
CPS
|
32,670
|
|
|
43,171
|
|
|
99,615
|
|
|
116,152
|
|
||||
Total
|
123,434
|
|
|
128,859
|
|
|
373,122
|
|
|
362,461
|
|
||||
Unallocated items (1)
|
(2,872
|
)
|
|
(1,946
|
)
|
|
(10,951
|
)
|
|
(5,796
|
)
|
||||
Total
|
$
|
120,562
|
|
|
$
|
126,913
|
|
|
$
|
362,171
|
|
|
$
|
356,665
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In thousands)
|
||||||||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
252,441
|
|
|
$
|
246,900
|
|
|
$
|
732,992
|
|
|
$
|
795,497
|
|
Mexico
|
467,133
|
|
|
467,324
|
|
|
1,481,064
|
|
|
1,164,952
|
|
||||
China
|
361,004
|
|
|
405,606
|
|
|
1,136,605
|
|
|
1,145,156
|
|
||||
Other international
|
458,693
|
|
|
484,897
|
|
|
1,387,302
|
|
|
1,423,332
|
|
||||
Total
|
$
|
1,539,271
|
|
|
$
|
1,604,727
|
|
|
$
|
4,737,963
|
|
|
$
|
4,528,937
|
|
Percentage of net sales represented by ten largest customers
|
47.7
|
%
|
|
51.2
|
%
|
|
49.0
|
%
|
|
49.8
|
%
|
Number of customers representing 10% or more of net sales
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
24,475
|
|
|
$
|
20,721
|
|
|
$
|
61,879
|
|
|
$
|
64,662
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
81,700
|
|
|
82,467
|
|
|
82,357
|
|
|
82,988
|
|
||||
Effect of dilutive stock options and restricted stock units
|
3,793
|
|
|
3,768
|
|
|
3,951
|
|
|
3,609
|
|
||||
Denominator for diluted earnings per share
|
85,493
|
|
|
86,235
|
|
|
86,308
|
|
|
86,597
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.30
|
|
|
$
|
0.25
|
|
|
$
|
0.75
|
|
|
$
|
0.78
|
|
Diluted
|
$
|
0.29
|
|
|
$
|
0.24
|
|
|
$
|
0.72
|
|
|
$
|
0.75
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||
|
(In thousands)
|
||||||||||
Potentially dilutive securities:
|
|
|
|
|
|
||||||
Employee stock options
|
622
|
|
|
2,522
|
|
|
504
|
|
|
3,074
|
|
Restricted stock units
|
9
|
|
|
108
|
|
|
11
|
|
|
36
|
|
Total
|
631
|
|
|
2,630
|
|
|
515
|
|
|
3,110
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In thousands)
|
||||||||||||||
Stock options
|
$
|
1,689
|
|
|
$
|
2,433
|
|
|
$
|
7,927
|
|
|
$
|
7,791
|
|
Restricted stock units
|
2,584
|
|
|
1,805
|
|
|
7,551
|
|
|
5,479
|
|
||||
Total
|
$
|
4,273
|
|
|
$
|
4,238
|
|
|
$
|
15,478
|
|
|
$
|
13,270
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In thousands)
|
||||||||||||||
Cost of sales
|
$
|
1,412
|
|
|
$
|
1,298
|
|
|
$
|
4,479
|
|
|
$
|
3,863
|
|
Selling, general and administrative
|
2,810
|
|
|
2,916
|
|
|
10,872
|
|
|
9,370
|
|
||||
Research and development
|
51
|
|
|
24
|
|
|
127
|
|
|
37
|
|
||||
Total
|
$
|
4,273
|
|
|
$
|
4,238
|
|
|
$
|
15,478
|
|
|
$
|
13,270
|
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise Price
($)
|
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic
Value of
In-The-Money
Options
($)
|
|||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||
Outstanding as of September 27, 2014
|
8,181
|
|
|
12.90
|
|
|
5.30
|
|
93,767
|
|
Granted
|
557
|
|
|
24.56
|
|
|
|
|
|
|
Exercised/Cancelled/Forfeited/Expired
|
(1,591
|
)
|
|
16.60
|
|
|
|
|
|
|
Outstanding as of June 27, 2015
|
7,147
|
|
|
12.99
|
|
|
5.19
|
|
63,503
|
|
Vested and expected to vest as of June 27, 2015
|
7,027
|
|
|
12.90
|
|
|
5.14
|
|
62,905
|
|
Exercisable as of June 27, 2015
|
5,792
|
|
|
12.22
|
|
|
4.48
|
|
54,805
|
|
|
Number of
Shares
|
|
Weighted-
Average Grant Date
Fair Value
($)
|
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
|
Aggregate
Intrinsic
Value
($)
|
|||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||
Outstanding as of September 27, 2014
|
2,341
|
|
|
13.29
|
|
|
2.01
|
|
56,064
|
|
Granted
|
952
|
|
|
23.46
|
|
|
|
|
|
|
Vested/Forfeited/Cancelled
|
(273
|
)
|
|
13.44
|
|
|
|
|
|
|
Outstanding as of June 27, 2015
|
3,020
|
|
|
16.48
|
|
|
1.76
|
|
65,112
|
|
Expected to vest as of June 27, 2015
|
1,970
|
|
|
16.23
|
|
|
1.66
|
|
42,465
|
|
1.
|
Integrated Manufacturing Solutions (IMS). IMS is a reportable segment consisting of printed circuit board assembly and test, final system assembly and test, and direct-order-fulfillment.
|
2.
|
Components, Products and Services (CPS). Components include interconnect systems (printed circuit board fabrication, backplane and cable assemblies) and mechanical systems (enclosures, precision machining and plastic injection molding); Products include memory and solid state drive products from our Viking Technology division, defense and aerospace products from SCI Technology, storage products from our Newisys division and optical and RF (Radio Frequency) modules; and Services include design, engineering, logistics and repair services.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In thousands)
|
||||||||||||||
Net sales
|
$
|
1,539,271
|
|
|
$
|
1,604,727
|
|
|
$
|
4,737,963
|
|
|
$
|
4,528,937
|
|
Gross profit
|
$
|
120,562
|
|
|
$
|
126,913
|
|
|
$
|
362,171
|
|
|
$
|
356,665
|
|
Operating income
|
$
|
47,283
|
|
|
$
|
53,328
|
|
|
$
|
150,415
|
|
|
$
|
138,145
|
|
Net income
|
$
|
24,475
|
|
|
$
|
20,721
|
|
|
$
|
61,879
|
|
|
$
|
64,662
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
June 27, 2015
|
|
June 28, 2014
|
|
Increase/(Decrease)
|
|
June 27, 2015
|
|
June 28, 2014
|
|
Increase/(Decrease)
|
||||||||||||||||
Communications
|
$
|
577,016
|
|
|
$
|
677,496
|
|
|
$
|
(100,480
|
)
|
(14.8
|
)%
|
|
$
|
1,856,123
|
|
|
$
|
1,977,581
|
|
|
$
|
(121,458
|
)
|
(6.1
|
)%
|
Industrial, defense and medical
|
623,603
|
|
|
579,465
|
|
|
44,138
|
|
7.6
|
%
|
|
1,869,519
|
|
|
1,537,885
|
|
|
331,634
|
|
21.6
|
%
|
||||||
Embedded computing and storage
|
338,652
|
|
|
347,766
|
|
|
(9,114
|
)
|
(2.6
|
)%
|
|
1,012,321
|
|
|
1,013,471
|
|
|
(1,150
|
)
|
(0.1
|
)%
|
||||||
Total
|
$
|
1,539,271
|
|
|
$
|
1,604,727
|
|
|
$
|
(65,456
|
)
|
(4.1
|
)%
|
|
$
|
4,737,963
|
|
|
$
|
4,528,937
|
|
|
$
|
209,026
|
|
4.6
|
%
|
•
|
Changes in customer demand and sales volumes for our vertically integrated system components and
|
•
|
Changes in the overall volume of our business, which affect the level of capacity utilization;
|
•
|
Changes in the mix of high and low margin products demanded by our customers;
|
•
|
Parts shortages and operational disruption caused by natural disasters;
|
•
|
Greater competition in the EMS industry and pricing pressures from OEMs due to greater focus on cost reduction;
|
•
|
Provisions for excess and obsolete inventory, including provisions associated with distressed customers;
|
•
|
Level of operational efficiency;
|
•
|
Wage inflation and rising materials costs; and
|
•
|
Our ability to transition manufacturing and assembly operations to lower cost regions in an efficient manner.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
June 27,
2015 |
|
June 28,
2014 |
|
June 27,
2015 |
|
June 28,
2014 |
||||||||
|
(In thousands)
|
||||||||||||||
Foreign exchange losses
|
$
|
(105
|
)
|
|
$
|
(154
|
)
|
|
$
|
(294
|
)
|
|
$
|
(957
|
)
|
Loss on extinguishment of debt
|
(847
|
)
|
|
(8,192
|
)
|
|
(3,760
|
)
|
|
(8,192
|
)
|
||||
Other, net
|
(296
|
)
|
|
2,245
|
|
|
913
|
|
|
4,552
|
|
||||
Total
|
$
|
(1,248
|
)
|
|
$
|
(6,101
|
)
|
|
$
|
(3,141
|
)
|
|
$
|
(4,597
|
)
|
|
Nine Months Ended
|
||||||
|
June 27,
2015 |
|
June 28,
2014 |
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
176,230
|
|
|
$
|
198,493
|
|
Investing activities
|
(61,177
|
)
|
|
(122,631
|
)
|
||
Financing activities
|
(165,464
|
)
|
|
72,365
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
275
|
|
|
911
|
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
(50,136
|
)
|
|
$
|
149,138
|
|
|
Three Months Ended
|
||
|
June 27,
2015 |
|
September 27,
2014 |
Days sales outstanding (1)
|
54
|
|
52
|
Inventory turns (2)
|
6.6
|
|
7.0
|
Days inventory on hand (3)
|
56
|
|
52
|
Accounts payable days (4)
|
68
|
|
65
|
Cash cycle days (5)
|
42
|
|
39
|
(1)
|
Days sales outstanding (a measure of how quickly we collect our accounts receivable), or "DSO", is calculated as the ratio of average accounts receivable, net, to average daily net sales for the quarter.
|
(2)
|
Inventory turns (annualized) are calculated as the ratio of four times our cost of sales for the quarter to average inventory.
|
(3)
|
Days inventory on hand is calculated as the ratio of average inventory for the quarter to average daily cost of sales for the quarter.
|
(4)
|
Accounts payable days (a measure of how quickly we pay our suppliers), or "DPO", is calculated as the ratio of 365 days divided by accounts payable turns, in which accounts payable turns is calculated as the ratio of four times our cost of sales for the quarter to average accounts payable.
|
(5)
|
Cash cycle days is calculated as days inventory on hand plus days sales outstanding minus accounts payable days.
|
•
|
Intense competition among our customers and their competitors, leading to reductions in prices for their products and pricing pressures on us;
|
•
|
Short product life cycles of our customers' products leading to continuing new requirements and specifications and product obsolescence, either of which could cause us to lose business;
|
•
|
Failure of our customers' products to gain widespread commercial acceptance which could decrease the volume of orders customers place with us; and
|
•
|
Recessionary periods in our customers' markets which decrease orders from affected customers.
|
•
|
The imposition of government controls;
|
•
|
Compliance with United States and foreign laws concerning trade (including the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and the Foreign Corrupt Practices Act (“FCPA”);
|
•
|
Difficulties in obtaining or complying with export license requirements;
|
•
|
Changes in tariffs;
|
•
|
Rising labor costs;
|
•
|
Compliance with foreign labor laws, which generally provide for increased notice, severance and consultation requirements compared to U.S. laws;
|
•
|
Labor unrest, including strikes, and difficulties in staffing;
|
•
|
Security concerns;
|
•
|
Political instability and/or regional military tension or hostilities;
|
•
|
Inflexible employee contracts or labor laws in the event of business downturns;
|
•
|
Coordinating communications among and managing international operations;
|
•
|
Fluctuations in currency exchange rates;
|
•
|
Currency controls;
|
•
|
Changes in tax and trade laws that increase our local costs;
|
•
|
Exposure to heightened corruption risks;
|
•
|
Aggressive or lax enforcement of local laws by governmental authorities;
|
•
|
Adverse rulings in regards to tax audits; and
|
•
|
Misappropriation of intellectual property.
|
•
|
Conditions in the economy as a whole and in the industries we serve;
|
•
|
Fluctuations in components prices and component shortages caused by high demand, natural disaster or otherwise;
|
•
|
Timing of new product development by our customers, which creates demand for our services, but which can also require us to incur start-up costs relating to new tooling and processes;
|
•
|
Levels of demand in the end markets served by our customers;
|
•
|
Our ability to replace declining sales from end-of-life programs with new business wins;
|
•
|
Timing of orders from customers and the accuracy of their forecasts;
|
•
|
Inventory levels of customers, which if high relative to their normal sales volume, could cause them to reduce their orders to us;
|
•
|
Timing of expenditures in anticipation of increased sales, customer product delivery requirements and shortages of components or labor;
|
•
|
Increased labor costs in the regions in which we operate;
|
•
|
Mix of products ordered by and shipped to major customers, as high volume and low complexity manufacturing services typically have lower gross margins than more complex and lower volume services;
|
•
|
Degree to which we are able to utilize our available manufacturing capacity;
|
•
|
Customer insolvencies resulting in bad debt or inventory exposures that are in excess of our reserves;
|
•
|
Our ability to efficiently move manufacturing activities to lower cost regions;
|
•
|
The effects of seasonality in our business;
|
•
|
Changes in our tax provision due to changes in our estimates of pre-tax income in the jurisdictions in which we operate, uncertain tax positions, including our ability to utilize our deferred tax assets; and
|
•
|
Political and economic developments in countries in which we have operations which could restrict our operations or increase our costs.
|
Period (1)
|
|
TOTAL NUMBER OF SHARES PURCHASED
|
|
AVERAGE PRICE PAID PER SHARE
(2)
|
|
TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PROGRAMS
|
|
MAXIMUM DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PROGRAMS
(2)
|
||||||
Month #1
|
|
|
|
|
|
|
|
|
||||||
March 29, 2015 through April 25, 2015
|
|
112,600
|
|
|
$
|
20.31
|
|
|
112,600
|
|
|
$
|
101,111,140
|
|
Month #2
|
|
|
|
|
|
|
|
|
||||||
April 26, 2015 through May 23, 2015
|
|
1,264,707
|
|
|
$
|
20.99
|
|
|
1,264,707
|
|
|
$
|
74,564,256
|
|
Month #3
|
|
|
|
|
|
|
|
|
||||||
May 24, 2015 through June 27, 2015
|
|
876,906
|
|
|
$
|
21.53
|
|
|
876,906
|
|
|
$
|
55,687,577
|
|
Total
|
|
2,254,213
|
|
|
$
|
21.17
|
|
|
2,254,213
|
|
|
|
Exhibit Number
|
|
Description
|
|
|
|
10.30 (1)
|
|
Second Amendment to the Sanmina Corporation Deferred Compensation Plan adopted as of May 12, 2015.
|
|
|
|
10.31
|
|
Second Modification Agreement by and between Sanmina Corporation and MUFG Union Bank, N.A. dated as of May 20, 2015.
|
|
|
|
31.1
|
|
Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31.2
|
|
Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
32.1 (2)
|
|
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
32.2 (2)
|
|
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Compensatory plan in which an executive officer or director participates.
|
(2)
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
|
|
SANMINA CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/ JURE SOLA
|
|
|
|
Jure Sola
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
Date:
|
July 24, 2015
|
|
|
|
|
|
|
|
|
By:
|
/s/ ROBERT K. EULAU
|
|
|
|
Robert K. Eulau
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
Date:
|
July 24, 2015
|
|
Exhibit Number
|
|
Description
|
|
|
|
10.30 (1)
|
|
Second Amendment to the Sanmina Corporation Deferred Compensation Plan adopted as of May 12, 2015.
|
|
|
|
10.31
|
|
Second Modification Agreement by and between Sanmina Corporation and MUFG Union Bank, N.A. dated as of May 20, 2015.
|
|
|
|
31.1
|
|
Certification of the Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
31.2
|
|
Certification of the Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
|
|
|
|
32.1(2)
|
|
Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
32.2(2)
|
|
Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(1)
|
Compensatory plan in which an executive officer or director participates.
|
(2)
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
|
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Sanmina Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
July 24, 2015
|
|
/s/ JURE SOLA
|
|
|
Jure Sola
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Sanmina Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
July 24, 2015
|
|
/s/ ROBERT K. EULAU
|
|
|
Robert K. Eulau
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
1.
|
The Company's Quarterly Report on Form 10-Q for the period ended
June 27, 2015
, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ JURE SOLA
|
|
Jure Sola
|
|
Chief Executive Officer (Principal Executive Officer)
|
1.
|
The Company's Quarterly Report on Form 10-Q for the period ended
June 27, 2015
, to which this Certification is attached as Exhibit 32.2 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ ROBERT K. EULAU
|
|
Robert K. Eulau
|
|
Chief Financial Officer (Principal Financial Officer)
|