Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
The information required by this item is included below and incorporated by reference from the financial statement schedule included in “Part IV-Item 15(a)(2)”.
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Sanmina Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Sanmina Corporation and its subsidiaries (the “Company”) as of October 1, 2022 and October 2, 2021, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended October 1, 2022, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of October 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 1, 2022 and October 2, 2021, and the results of its operations and its cash flows for each of the three years in the period ended October 1, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of October 1, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date related to (i) inappropriate tone at the top in the control environment at one of the Company ’ s divisions, specifically division management did not sufficiently promote, monitor or enforce appropriate accounting policies and procedures, thereby resulting in inappropriate and unsupported adjustments to the quarterly contract cost estimate process; (ii) the Company not maintaining a sufficient complement of finance personnel at the division with an appropriate level of expertise, knowledge and training in internal control over financial reporting commensurate with the Company ’ s financial reporting requirements; and (iii) the division not designing and maintaining effective controls over the quarterly contract estimate review process, which led to the failure to timely and appropriately record adjustments to quarterly estimates.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and our opinion regarding the effectiveness of the Company ’ s internal control over financial reporting does not affect our opinion on those consolidated financial statements.
Restatement of Previously Issued Financial Statements and Management ’ s Conclusion Regarding Internal Control over Financial Reporting
As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2022, 2021 and 2020 financial statements to correct misstatements.
Management and we previously concluded that the Company maintained effective internal control over financial reporting as of October 1, 2022. However, management has subsequently determined that material weaknesses in internal control over financial reporting related to (i) inappropriate tone at the top in the control environment at one of the Company ’ s divisions, specifically division management did not sufficiently promote, monitor or enforce appropriate accounting policies and procedures, thereby resulting in inappropriate and unsupported adjustments to the quarterly contract cost estimate process; (ii) the Company not maintaining a sufficient complement of finance personnel at the division with an appropriate level of expertise, knowledge and training in internal control over financial reporting commensurate with the Company ’ s financial reporting requirements; and (iii) the division not designing and maintaining effective controls over the quarterly contract estimate review process, which led to the failure to timely and appropriately record adjustments to quarterly estimates existed as of that date. Accordingly, management ’ s report has been restated and our present opinion on internal control over financial reporting, as presented herein, is different from that expressed in our previous report.
See also the “ Revenue Recognition - Cost-to-cost method for government contracts in the Defense and Aerospace division ” critical audit matter.
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Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on the Company ’ s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company ’ s internal control over financial reporting is a process designed 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. A company ’ s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company ’ s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition - Cost-to-cost method for government contracts in the Defense and Aerospace division
As described in Notes 3 and 5 to the consolidated financial statements, revenues for the CPS segment were $1.5 billion for the year ended October 1, 2022, of which the defense and aerospace division represents a portion of the segment. The Company recognizes revenue for defense and aerospace government contracts on an over time basis using the cost-to-cost method (ratio of costs incurred to date to total estimated costs at completion), which management believes best depicts the transfer of control to the customer. Recognition of revenue on government contracts requires the use of significant judgments with respect to estimated materials, labor
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and subcontractor costs. See also the “ Restatement of Previously Issued Financial Statements and Management ’ s Conclusion Regarding Internal Control over Financial Reporting ” section of our report.
The principal considerations for our determination that performing procedures relating to revenue recognition - cost-to-cost method for government contracts in the defense and aerospace division is a critical audit matter are the significant judgment by management when determining the estimated costs for such contracts which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating the audit evidence related to management ’ s determination of estimated materials, labor, and subcontractor costs. Also, as described in the “ Opinions on the Financial Statements and Internal Control over Financial Reporting ” section of our report, material weaknesses were identified related to this matter.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management ’ s process for determining the estimation of costs for a sample of defense and aerospace government contracts; (ii) testing the completeness and accuracy of underlying data used in the estimate; and (iii) evaluating the reasonableness of management ’ s determination of estimated materials, labor, and subcontractor costs. Evaluating the reasonableness of the estimated materials, labor and subcontractor costs used involved assessing management ’ s ability to reasonably estimate costs for government contracts by assessing the nature and status of government contracts, performing retrospective reviews of government contract estimates and changes in estimates over time, and obtaining evidence to support estimated costs.
/s/ PricewaterhouseCoopers LLP
San Jose, California
November 10, 2022, except for the effects of the restatement discussed in Note 2 to the consolidated financial statements and the matter discussed in the fifth paragraph of Management's Report on Internal Control Over Financial Reporting, as to which the date is May 19, 2023
We have served as the Company’s auditor since 2016.
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SANMINA CORPORATION
CONSOLIDATED BALANCE SHEETS
As of
October 1,
October 2,
2022
2021
(Restated)
(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents
$
529,857
$
650,026
Accounts receivable, net of allowances of approximately $ 8 million and $ 7 million as of October 1, 2022 and October 2, 2021, respectively
1,138,894
1,193,437
Contract assets
475,721
332,190
Inventories
1,684,099
1,041,790
Prepaid expenses and other current assets
62,044
53,952
Total current assets
3,890,615
3,271,395
Property, plant and equipment, net
575,170
532,985
Deferred income tax assets, net
209,554
242,261
Other
160,192
156,953
Total assets
$
4,835,531
$
4,203,594
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
2,041,434
$
1,472,257
Accrued liabilities
281,599
177,203
Accrued payroll and related benefits
130,892
117,648
Short-term debt, including current portion of long-term debt
17,500
18,750
Total current liabilities
2,471,425
1,785,858
Long-term liabilities:
Long-term debt
329,237
311,572
Other
215,333
253,532
Total long-term liabilities
544,570
565,104
Commitments and Contingencies (Note 11)
Stockholders' equity:
Preferred stock, $ 0.01 par value, authorized 5,000 shares, none issued and outstanding
—
—
Common stock, $ 0.01 par value, authorized 166,667 shares; 110,160 and 108,734 shares issued and 57,394 and 64,307 shares outstanding as of October 1, 2022 and October 2, 2021, respectively
574
643
Treasury stock, 52,766 and 44,427 shares as of October 1, 2022 and October 2, 2021, respectively, at cost
( 1,378,159 )
( 1,047,202 )
Additional paid-in capital
6,380,774
6,338,863
Accumulated other comprehensive income
56,325
40,690
Accumulated deficit
( 3,239,978 )
( 3,480,362 )
Total stockholders’ equity
1,819,536
1,852,632
Total liabilities and stockholders’ equity
$
4,835,531
$
4,203,594
See accompanying notes to the consolidated financial statements.
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SANMINA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
(In thousands, except per share amounts)
Net sales
$
7,919,622
$
6,738,356
$
6,950,208
Cost of sales
7,297,416
6,211,915
6,433,044
Gross profit
622,206
526,441
517,164
Operating expenses:
Selling, general and administrative
244,569
234,537
240,931
Research and development
21,343
20,911
22,564
Restructuring and other
11,425
15,057
27,916
Goodwill impairment
—
—
6,609
Gain on sale of long-lived assets
( 4,610 )
—
—
Total operating expenses
272,727
270,505
298,020
Operating income
349,479
255,936
219,144
Interest income
1,628
925
2,322
Interest expense
( 22,473 )
( 19,551 )
( 28,903 )
Other income (expense), net
( 26,314 )
44,331
( 348 )
Interest and other, net
( 47,159 )
25,705
( 26,929 )
Income before income taxes
302,320
281,641
192,215
Provision for income taxes
61,936
32,095
59,046
Net income
$
240,384
$
249,546
$
133,169
Net income per share:
Basic
$
3.92
$
3.82
$
1.93
Diluted
$
3.81
$
3.72
$
1.88
Weighted-average shares used in computing per share amounts:
Basic
61,310
65,318
69,041
Diluted
63,117
67,084
70,793
See accompanying notes to the consolidated financial statements.
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SANMINA CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
(In thousands)
Net income
$
240,384
$
249,546
$
133,169
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
( 12,191 )
( 9,223 )
( 925 )
Derivative financial instruments:
Change in net unrealized amount
8,414
3,034
( 8,146 )
Amount reclassified into net income
10,003
4,863
1,332
Defined benefit plans:
Changes in unrecognized net actuarial losses and unrecognized transition cost
5,884
4,713
( 6,240 )
Amortization of actuarial losses and transition cost
3,525
2,417
2,106
Total other comprehensive income (loss)
$
15,635
$
5,804
$
( 11,873 )
Comprehensive income
$
256,019
$
255,350
$
121,296
See accompanying notes to the consolidated financial statements.
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SANMINA CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common Stock and Additional
Paid-in Capital
Treasury Stock
Accumulated Other
Number of
Number of
Comprehensive
Accumulated
Shares
Amount
Shares
Amount
Income
Deficit
Total
(Restated)
(In thousands)
BALANCE AT SEPTEMBER 28, 2019
105,551
$
6,267,509
( 35,831 )
$
( 804,118 )
$
46,759
$
( 3,863,077 )
$
1,647,073
Issuances under stock plans
2,078
7,793
—
—
—
—
7,793
Stock-based compensation
—
26,235
—
—
—
—
26,235
Repurchases of treasury stock
—
—
( 6,799 )
( 179,025 )
—
—
( 179,025 )
Other comprehensive loss
—
—
—
—
( 11,873 )
—
( 11,873 )
Net income
—
—
—
—
—
133,169
133,169
BALANCE AT OCTOBER 3, 2020
107,629
$
6,301,537
( 42,630 )
$
( 983,143 )
$
34,886
$
( 3,729,908 )
$
1,623,372
Issuances under stock plans
1,105
2,993
—
—
—
—
2,993
Stock-based compensation
—
34,976
—
—
—
—
34,976
Repurchases of treasury stock
—
—
( 1,797 )
( 64,059 )
—
—
( 64,059 )
Other comprehensive income
—
—
—
—
5,804
—
5,804
Net income
—
—
—
—
—
249,546
249,546
BALANCE AT OCTOBER 2, 2021
108,734
$
6,339,506
( 44,427 )
$
( 1,047,202 )
$
40,690
$
( 3,480,362 )
$
1,852,632
Issuances under stock plans
1,426
2,378
—
—
—
—
2,378
Stock-based compensation
—
39,608
—
—
—
—
39,608
Repurchases of treasury stock
—
( 144 )
( 8,339 )
( 330,957 )
—
—
( 331,101 )
Other comprehensive income
—
—
—
—
15,635
—
15,635
Net income
—
—
—
—
—
240,384
240,384
BALANCE AT OCTOBER 1, 2022
110,160
$
6,381,348
( 52,766 )
$
( 1,378,159 )
$
56,325
$
( 3,239,978 )
$
1,819,536
See accompanying notes to the consolidated financial statements.
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SANMINA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
(In thousands)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income
$
240,384
$
249,546
$
133,169
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
108,783
109,656
114,218
Stock-based compensation expense
39,608
34,976
26,235
Deferred income taxes
27,910
28,375
11,772
Impairment of goodwill and other assets
1,848
—
8,409
Loss (Gain) on sale of intellectual property
7,000
( 15,000 )
—
Gain on liquidation of foreign entity
—
( 8,263 )
—
Other, net
1,260
( 1,371 )
( 239 )
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable
47,483
( 145,810 )
81,914
Contract assets
( 143,531 )
54,479
9,631
Inventories
( 651,118 )
( 157,278 )
24,377
Prepaid expenses and other assets
( 31,700 )
( 5,780 )
17,092
Accounts payable
558,828
243,834
( 106,640 )
Accrued liabilities
124,099
( 49,022 )
( 19,383 )
Cash provided by operating activities
330,854
338,342
300,555
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchases of property, plant and equipment
( 138,639 )
( 73,296 )
( 65,982 )
Proceeds from sales of property, plant and equipment
8,425
1,084
1,573
Purchases of investments
( 2,000 )
( 2,705 )
( 30,000 )
Sale of investments
—
—
30,000
Cash paid for business acquisition, net of cash acquired
—
( 21,408 )
—
Proceeds from sale of intellectual property
—
5,000
—
Cash used in investing activities
( 132,214 )
( 91,325 )
( 64,409 )
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Proceeds from revolving credit facility borrowings
1,874,000
399,600
1,909,000
Repayments of revolving credit facility borrowings
( 1,874,000 )
( 399,600 )
( 1,909,000 )
Repayments of long-term debt
( 332,814 )
( 18,752 )
( 39,048 )
Proceeds from issuance of long-term debt
350,000
—
—
Debt issuance costs
( 3,263 )
—
—
Net proceeds from stock issuances
2,379
2,993
7,793
Repurchases of common stock
( 331,101 )
( 64,059 )
( 179,025 )
Proceeds from collection of notes receivable
500
2,500
—
Cash used in financing activities
( 314,299 )
( 77,318 )
( 210,280 )
Effect of exchange rate changes
( 4,510 )
( 199 )
( 81 )
Increase (decrease) in cash and cash equivalents
( 120,169 )
169,500
25,785
Cash and cash equivalents at beginning of year
650,026
480,526
454,741
Cash and cash equivalents at end of year
$
529,857
$
650,026
$
480,526
Cash paid during the year:
Interest, net of capitalized interest
$
18,243
$
15,264
$
20,477
Income taxes, net of refunds
$
48,131
$
33,358
$
30,700
Unpaid purchases of property, plant and equipment at end of period
$
38,570
$
20,929
$
12,371
See accompanying notes to the consolidated financial statements.
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SANMINA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization of Sanmina
Sanmina Corporation (“Sanmina,” or the “Company”) was incorporated in Delaware in 1989. The Company is a leading global provider of integrated manufacturing solutions, components, products and repair, logistics and after-market services. The Company provides these comprehensive solutions primarily to original equipment manufacturers (OEMs) that serve the industrial, medical, defense and aerospace, automotive, communications networks and cloud infrastructure industries.
The Company’s operations are managed as two businesses:
1) Integrated Manufacturing Solutions (IMS). IMS is a single operating segment consisting of printed circuit board assembly and test, high-level assembly and test and direct-order-fulfillment.
2) Components, Products and Services (CPS). Components include printed circuit boards, backplanes and backplane assemblies, cable assemblies, fabricated metal parts, precision machined parts, and plastic injected molded parts. Products include memory solutions from our Viking Technology division; high-performance storage platforms for hyperscale and enterprise solutions from our Viking Enterprise Solutions (VES) division; optical, radio frequency (RF) and microelectronic (microE) design and manufacturing services from Advanced Microsystems Technologies; defense and aerospace products from SCI Technology; and cloud-based manufacturing execution software from the Company’s 42Q division. Services include design, engineering and logistics and repair.
The Company’s only reportable segment is IMS, which represented approximately 80 % of total revenue in 2022. CPS consists of multiple operating segments which do not individually meet the quantitative thresholds for being presented as reportable segments. Therefore, financial information for these operating segments is combined and presented in a single category entitled “Components, Products and Services”.
Basis of Presentation
Fiscal Year. The Company operates on a 52 or 53 week year ending on the Saturday nearest September 30. Fiscal 2022 and 2021 were each 52 weeks and fiscal 2020 was a 53-week year, with the extra week occurring during the fourth quarter of fiscal 2020. All references to years relate to fiscal years unless otherwise noted.
Principles of Consolidation. The consolidated financial statements include the Company’s accounts and those of its subsidiaries. All intercompany balances and transactions have been eliminated.
Note 2. Restatement of Consolidated Financial Statements
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
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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 following tables present the impact of the financial statement adjustments on the Company’s previously reported consolidated financial statements for the fiscal year ended October 1, 2022, October 2, 2021 and October 3, 2020. The “Previously Reported” amounts in the following tables are amounts derived from the Original Form 10-K for the fiscal year ended October 1, 2022. The amounts in columns labeled “Investigation Adjustments” represent the effect of adjustments resulting from the Investigation and the amounts in columns labeled “Other Adjustments” represent the effect of other adjustments that relate primarily to uncorrected balance sheet misstatements in previously filed financial statements and were not material, individually or in the aggregate, to those previously filed financial statements. The effects of the restatement, including the related income tax impacts, have been corrected in all impacted tables and footnotes throughout these consolidated financial statements. The only impact to the Consolidated Statements of Comprehensive Income and 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, advance payments from customers and long-term leases of land.
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The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Balance Sheets for the fiscal year ended October 1, 2022 and October 2, 2021.
As of
As of
October 1, 2022
October 2, 2021
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents
$
529,857
$
—
$
—
$
529,857
$
650,026
$
—
$
—
$
650,026
Accounts receivable, net of allowances
1,138,894
—
—
1,138,894
1,192,434
—
1,003
1,193,437
Contract assets
503,674
( 27,953 )
—
475,721
348,741
( 28,708 )
12,157
332,190
Inventories
1,691,081
( 21,705 )
14,723
1,684,099
1,036,511
( 2,285 )
7,564
1,041,790
Prepaid expenses and other current assets
62,044
—
—
62,044
53,952
—
—
53,952
Total current assets
3,925,550
( 49,658 )
14,723
3,890,615
3,281,664
( 30,993 )
20,724
3,271,395
Property, plant and equipment, net
575,170
—
—
575,170
532,985
—
—
532,985
Deferred tax assets
198,588
10,966
—
209,554
235,117
7,144
—
242,261
Other
160,192
—
—
160,192
156,953
—
—
156,953
Total assets
$
4,859,500
( 38,692 )
14,723
$
4,835,531
$
4,206,719
$
( 23,849 )
$
20,724
$
4,203,594
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
2,029,534
$
—
$
11,900
$
2,041,434
$
1,464,693
$
—
$
7,564
$
1,472,257
Accrued liabilities
275,735
1,441
4,423
281,599
161,896
2,147
13,160
177,203
Accrued payroll and related benefits
130,892
—
—
130,892
117,648
—
—
117,648
Short-term debt, including current portion of long-term debt
17,500
—
—
17,500
18,750
—
—
18,750
Total current liabilities
2,453,661
1,441
16,323
2,471,425
1,762,987
2,147
20,724
1,785,858
Long-term liabilities:
Long-term debt
329,237
—
—
329,237
311,572
—
—
311,572
Other
215,333
—
—
215,333
253,532
—
—
253,532
Total long-term liabilities
$
544,570
$
—
$
—
$
544,570
$
565,104
$
—
$
—
$
565,104
Commitments and Contingencies (Note 11)
Stockholders' equity:
Preferred stock, $ 0.01 par value, authorized 5,000 shares, none issued and outstanding
—
—
—
—
—
—
—
—
Common stock, $ 0.01 par value, authorized 166,667 shares; 110,160 and 108,734 shares issued and 57,394 and 64,307 shares outstanding as of October 1, 2022 and October 2, 2021, respectively
574
—
—
574
643
—
—
643
Treasury stock, 52,766 and 44,427 shares as of October 1, 2022 and October 2, 2021, respectively, at cost
( 1,378,159 )
—
—
( 1,378,159 )
( 1,047,202 )
—
—
( 1,047,202 )
Additional paid-in capital
6,380,774
—
—
6,380,774
6,338,863
—
—
6,338,863
Accumulated other comprehensive income
56,325
—
—
56,325
40,690
—
—
40,690
Accumulated deficit
( 3,198,245 )
( 40,133 )
( 1,600 )
( 3,239,978 )
( 3,454,366 )
( 25,996 )
—
( 3,480,362 )
Total stockholders’ equity
1,861,269
( 40,133 )
( 1,600 )
1,819,536
1,878,628
( 25,996 )
—
1,852,632
Total liabilities and stockholders’ equity
$
4,859,500
$
( 38,692 )
$
14,723
$
4,835,531
$
4,206,719
$
( 23,849 )
$
20,724
$
4,203,594
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The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Statements of Income for the fiscal year ended October 1, 2022, October 2, 2021 and October 3, 2020.
Year Ended
Year Ended
October 1, 2022
October 2, 2021
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(In thousands, except per share amounts)
Net sales
$
7,890,475
$
23,265
$
5,882
$
7,919,622
$
6,756,643
$
( 18,287 )
$
—
$
6,738,356
Cost of sales
7,249,961
41,573
5,882
7,297,416
6,204,838
7,077
—
6,211,915
Gross profit
640,514
( 18,308 )
—
622,206
551,805
( 25,364 )
—
526,441
Operating expenses:
Selling, general and administrative
244,569
—
—
244,569
234,537
—
—
234,537
Research and development
21,343
—
—
21,343
20,911
—
—
20,911
Restructuring and other
11,425
—
—
11,425
15,057
—
—
15,057
Gain on sale of long-lived assets
( 4,610 )
—
—
( 4,610 )
—
—
—
—
Total operating expenses
272,727
—
—
272,727
270,505
—
—
270,505
Operating income
367,787
( 18,308 )
—
349,479
281,300
( 25,364 )
—
255,936
Interest income
1,628
—
—
1,628
925
—
—
925
Interest expense
( 22,473 )
—
—
( 22,473 )
( 19,551 )
—
—
( 19,551 )
Other income (expense), net
( 26,314 )
—
—
( 26,314 )
44,331
—
—
44,331
Interest and other, net
( 47,159 )
—
—
( 47,159 )
25,705
—
—
25,705
Income before income taxes
320,628
( 18,308 )
—
302,320
307,005
( 25,364 )
—
281,641
Provision for income taxes
64,507
( 4,171 )
1,600
61,936
38,007
( 5,912 )
—
32,095
Net income
$
256,121
$
( 14,137 )
$
( 1,600 )
$
240,384
$
268,998
$
( 19,452 )
$
—
$
249,546
Net income per share:
Basic
$
4.18
$
( 0.23 )
$
( 0.03 )
$
3.92
$
4.12
$
( 0.30 )
$
—
$
3.82
Diluted
$
4.06
$
( 0.23 )
$
( 0.03 )
$
3.81
$
4.01
$
( 0.29 )
$
—
$
3.72
Weighted-average shares used in computing per share amounts:
Basic
61,310
—
—
61,310
65,318
—
—
65,318
Diluted
63,117
—
—
63,117
67,084
—
—
67,084
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Year Ended
October 3, 2020
Previously
Investigation
Reported
Adjustments
Other Adjustments
As Restated
(In thousands, except per share amounts)
Net sales
$
6,960,370
$
( 10,162 )
$
—
$
6,950,208
Cost of sales
6,434,663
( 1,619 )
—
6,433,044
Gross profit
525,707
( 8,543 )
—
517,164
Operating expenses:
Selling, general and administrative
240,931
—
—
240,931
Research and development
22,564
—
—
22,564
Restructuring and other
27,916
—
—
27,916
Goodwill impairment
6,609
—
—
6,609
Total operating expenses
298,020
—
—
298,020
Operating income
227,687
( 8,543 )
—
219,144
Interest income
2,322
—
—
2,322
Interest expense
( 28,903 )
—
—
( 28,903 )
Other expense, net
( 348 )
—
—
( 348 )
Interest and other, net
( 26,929 )
—
—
( 26,929 )
Income before income taxes
200,758
( 8,543 )
—
192,215
Provision for income taxes
61,045
( 1,999 )
59,046
Net income
$
139,713
$
( 6,544 )
$
—
$
133,169
Net income per share:
Basic
$
2.02
$
( 0.09 )
$
—
$
1.93
Diluted
$
1.97
$
( 0.09 )
$
—
$
1.88
Weighted-average shares used in computing per share amounts:
Basic
69,041
—
—
69,041
Diluted
70,793
—
—
70,793
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The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Statements of Cash Flows for the fiscal year ended October 1, 2022, October 2, 2021 and October 3, 2020. There were no adjustments to cash flows provided by (used in) investing or financing activities for the fiscal year ended October 1, 2022, October 2, 2021 and October 3, 2020.
Year Ended
Year Ended
October 1, 2022
October 2, 2021
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(In thousands)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income
$
256,121
$
( 14,137 )
$
( 1,600 )
$
240,384
$
268,998
$
( 19,452 )
$
—
$
249,546
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
108,783
—
—
108,783
109,656
—
—
109,656
Stock-based compensation expense
39,608
—
—
39,608
34,976
—
—
34,976
Deferred income taxes
31,733
( 3,823 )
—
27,910
33,724
( 5,349 )
—
28,375
Gain on sale of intellectual property
—
—
—
—
( 15,000 )
—
—
( 15,000 )
Gain on liquidation of foreign entity
—
—
—
—
( 8,263 )
—
—
( 8,263 )
Impairment of goodwill and other assets
1,848
—
—
1,848
—
—
—
—
Loss on sale of intellectual property
7,000
—
—
7,000
—
—
—
—
Other, net
1,260
—
—
1,260
( 1,371 )
—
—
( 1,371 )
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable
46,480
—
1,003
47,483
( 146,516 )
—
706
( 145,810 )
Contract assets
( 154,933 )
( 755 )
12,157
( 143,531 )
47,842
4,272
2,365
54,479
Inventories
( 663,379 )
19,420
( 7,159 )
( 651,118 )
( 167,186 )
17,472
( 7,564 )
( 157,278 )
Prepaid expenses and other assets
( 31,700 )
—
—
( 31,700 )
( 6,486 )
706
—
( 5,780 )
Accounts payable
554,492
—
4,336
558,828
236,270
—
7,564
243,834
Accrued liabilities
133,541
( 705 )
( 8,737 )
124,099
( 48,302 )
2,351
( 3,071 )
( 49,022 )
Cash provided by operating activities
$
330,854
$
—
$
—
$
330,854
$
338,342
$
—
$
—
$
338,342
Year Ended
October 3, 2020
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
(In thousands)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income
$
139,713
$
( 6,544 )
$
—
$
133,169
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
114,218
—
—
114,218
Stock-based compensation expense
26,235
—
—
26,235
Deferred income taxes
13,567
( 1,795 )
—
11,772
Gain on sale of intellectual property
—
—
—
—
Gain on liquidation of foreign entity
—
—
—
—
Impairment of goodwill and other assets
8,409
—
—
8,409
Loss on sale of intellectual property
—
—
—
—
Other, net
( 239 )
—
—
( 239 )
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable
83,623
—
( 1,709 )
81,914
Contract assets
( 283 )
24,436
( 14,522 )
9,631
Inventories
39,564
( 15,187 )
—
24,377
Prepaid expenses and other assets
17,798
( 706 )
—
17,092
Accounts payable
( 106,640 )
—
—
( 106,640 )
Accrued liabilities
( 35,410 )
( 204 )
16,231
( 19,383 )
Cash provided by operating activities
$
300,555
$
—
$
—
$
300,555
31
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Note 3. Summary of Significant Accounting Policies
Management Estimates and Uncertainties. The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Due to the COVID-19 pandemic, the global economy and financial markets were disrupted and there is a significant amount of uncertainty about the length and severity of the consequences caused by the pandemic. The Company has considered information available to it as of the date of issuance of these financial statements and is not aware of any specific events or circumstances that would require an update to its estimates or judgments, or a revision to the carrying value of its assets or liabilities. Significant estimates made in preparing the consolidated financial statements relate to allowances for accounts receivable; provisions for excess and obsolete inventories, environmental matters, and legal exposures; determining liabilities for uncertain tax positions; determining the realizability of deferred tax assets; determining fair values of tangible and intangible assets for purposes of impairment tests; and estimating costs expected to be incurred to satisfy performance obligations under long-term contracts and variable consideration related to such contracts. These estimates may change as new events occur and additional information becomes available. Actual results could differ materially from these estimates.
Financial Instruments and Concentration of Credit Risk. Financial instruments consist primarily of cash and cash equivalents, accounts receivable, foreign currency forward contracts, interest rate swap agreements, accounts payable and debt obligations. The fair value of these financial instruments approximates their carrying amount as of October 1, 2022 and October 2, 2021 due to the nature or short maturity of these instruments, or because, in some cases, the instruments are recorded at fair value on the consolidated balance sheets.
Cash and Cash Equivalents. Cash and cash equivalents include cash on hand and on deposit and investments in highly liquid debt instruments with maturities of three months or less.
Accounts Receivable and Other Related Allowances. The Company had allowances of approximately $ 8 million and $ 7 million as of October 1, 2022 and October 2, 2021, respectively, for uncollectible accounts, product returns and other net sales adjustments. To establish the allowance for doubtful accounts, the Company estimates credit risk associated with accounts receivable by considering the creditworthiness of its customers, past experience, specific facts and circumstances, and the overall economic climate in industries that it serves. To establish the allowance for product returns and other adjustments, the Company primarily utilizes historical data.
Accounts Receivable Sales. The Company is a party to a Receivables Purchase Agreement (the “RPA”) with certain third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are party to the RPA. Trade receivables sold pursuant to the RPA are serviced by the Company.
In addition to the RPA, the Company has the option to participate in trade receivables sales programs that have been implemented by certain of the Company’s customers, as in effect from time to time. The Company does not service trade receivables sold under these other programs. Under each of the programs noted above, the Company sells its entire interest in a trade receivable for 100 % of face value, less a discount. Accounts receivable balances sold are removed from the consolidated balance sheets and the related proceeds are reported as cash provided by operating activities in the consolidated statements of cash flows.
Inventories. Inventories are stated at the lower of cost (first-in, first-out method) and net realizable value. Cost includes labor, materials and manufacturing overhead.
Provisions are made to reduce excess and obsolete inventories to their estimated net realizable values. The ultimate realization of inventory carrying amounts is primarily affected by changes in customer demand. Inventory provisions are established based on forecasted demand, past experience with specific customers, the age and nature of the inventory, the ability to redistribute inventory to other programs or back to suppliers, and whether customers are contractually obligated and have the ability to pay for the related inventory. Certain payments received from customers for inventory held by the Company are recorded as a reduction of inventory.
Long-lived Assets. Property, plant and equipment are stated at cost or, in the case of property and equipment acquired through business combinations, at fair value as of the acquisition date. Depreciation is provided on a straight-line basis over 20 to 40 years for
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Table of Contents
buildings and 3 to 15 years for machinery, equipment, furniture and fixtures. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or useful life of the asset .
The Company reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An asset group is the unit of accounting which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets. An asset or asset group is considered impaired if its carrying amount exceeds the undiscounted future net cash flows the asset or asset group is expected to generate. If an asset or asset group is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value. For asset groups for which the primary asset is a building, the Company estimates fair value based on data provided by commercial real estate brokers. For other asset groups, the Company estimates fair value based on projected discounted future net cash flows.
Foreign Currency Translation. For foreign subsidiaries using the local currency as their functional currency, assets and liabilities are translated to U.S. dollars at exchange rates in effect at the balance sheet date and income and expenses are translated at average exchange rates. The effects of these translation adjustments are reported in stockholders’ equity as a component of accumulated other comprehensive income (“AOCI”). For all entities, remeasurement adjustments for non-functional currency monetary assets and liabilities are included in other income (expense), net in the accompanying consolidated statements of income. Remeasurement gains and losses arising from long-term intercompany loans denominated in a currency other than an entity’s functional currency are recorded in AOCI if repayment of the loan is not anticipated in the foreseeable future.
Derivative Instruments and Hedging Activities. The Company conducts business on a global basis in numerous currencies and certain of the Company’s outstanding debt has a variable interest rate. Therefore, the Company is exposed to movements in foreign currency exchange rates and interest rates. The Company uses derivatives, such as foreign currency forward contracts and interest rate swaps, to minimize the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates.
The Company accounts for derivative instruments and hedging activities in accordance with ASC Topic 815, Derivatives and Hedging, which requires each derivative instrument to be recorded on the consolidated balance sheets at its fair value as either an asset or a liability. If a derivative is designated as a cash flow hedge, the Company excludes time value from its assessment of hedge effectiveness and recognizes the amount of time value in earnings over the life of the derivative. Gains or losses on the derivative not caused by changes in time value are recorded in Accumulated Other Comprehensive Income (“AOCI”), a component of equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. If a derivative is designated as a fair value hedge, changes in the fair value of the derivative and of the item being hedged are recognized in earnings in the current period.
Derivative instruments are entered into for periods of time consistent with the related underlying exposures and are not entered into for speculative purposes. At the inception of a hedge, the Company documents all relationships between derivative instruments and related hedged items, as well as its risk-management objectives and strategies for the hedging transaction.
The Company’s foreign currency forward contracts and interest rate swaps potentially expose the Company to credit risk to the extent the counterparties may be unable to meet the terms of the agreement. The Company minimizes such risk by seeking high quality counterparties.
Leases. The Company’s leases consist primarily of operating leases for buildings and land and have initial lease terms of up to 44 years. Certain of these leases contain an option to extend the lease term for additional periods or to terminate the lease after an initial non-cancelable term. Renewal options are considered in the measurement of the Company’s initial lease liability and corresponding right-of-use (“ROU”) asset only if it is reasonably certain that the Company will exercise such options. Leases with lease terms of twelve months or less are not recorded on the Company’s balance sheet.
The Company’s lease liability and ROU assets represent the present value of future lease payments which are a combination of lease components and non-lease components such as maintenance and utilities. Operating lease expense is recognized on a straight line basis over the term of the lease. Certain of the Company’s lease payments are variable because such payments adjust periodically based on changes in consumer price and other indexes. Variable payments are expensed as incurred and not included in the measurement of lease liabilities and ROU assets. Since the Company’s leases generally do not provide an implicit rate, the Company uses an incremental borrowing rate based on information available at the lease commencement date for purposes of determining the
33
Table of Contents
present value of lease payments. The Company’s incremental borrowing rate is based on the term of the lease, the economic environment of the lease and the effect of collateralization, if any.
Revenue Recognition. The Company derives revenue principally from sales of integrated manufacturing solutions, components and Company-proprietary products. Other sources of revenue include logistics and repair services; design, development and engineering services; defense and aerospace programs; and sales of raw materials to customers whose requirements change after the Company has procured inventory to fulfill the customer’s forecasted demand.
For purposes of determining when to recognize revenue, and in what amount, the Company applies a 5-step model: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. Each of these steps may involve the use of significant judgments.
The Company recognizes revenue for the majority of its contracts on an over time basis. This is due to the fact that 1) the Company does not have an alternative use for the end products it manufactures for its customers and has an enforceable right to payment, including a reasonable profit, for work-in-progress upon a customer’s cancellation of a contract for convenience or 2) the Company’s customer simultaneously receives and consumes the benefits provided by the Company’s services. For these contracts, revenue is recognized on an over time basis using the cost-to-cost method (ratio of costs incurred to date to total estimated costs at completion) which the Company believes best depicts the transfer of control to the customer. Revenue streams for which revenue is recognized on an over time basis include sales of vertically integrated manufacturing solutions (integrated manufacturing solutions and components); global services (logistics and repair); design, development and engineering services; and defense and aerospace programs.
Application of the cost-to-cost method for government contracts in the Company’s Defense and Aerospace division requires the use of significant judgments with respect to estimated materials, labor and subcontractor costs included in the total estimated costs at completion. Additionally, the Company evaluates whether contract modifications for claims have been approved and, if so, estimates the amount, if any, of variable consideration that can be included in the transaction price of the contract. This division is an operating segment whose results are combined with eleven other operating segments and reported under Components, Products and Services (“CPS”) for segment reporting purposes. In 2022, CPS revenue and gross profit were $ 1.5 billion and $ 176 million, respectively.
Estimates of materials, labor and subcontractor costs expected to be incurred to satisfy a performance obligation are updated on a quarterly basis. These estimates consider costs incurred to date and estimated costs to be incurred over the remaining expected period of performance to satisfy a performance obligation. Such estimates are reviewed each quarter by a group of employees that includes representatives from numerous functions such as engineering, materials, contracts, manufacturing, program management, finance and senior management. If a change in estimate is deemed necessary, the impact of the change is recognized in the period of change. Additionally, contract modifications for claims are assessed each quarter to determine whether the claims have been approved. If it is determined that a claim has been approved, the amount of the claim, if any, that can be included in transaction price is estimated considering a number of factors such as the length of time expected to lapse until uncertainty about the claim has been resolved and the extent to which our experience with claims for similar contracts has predictive value.
For contracts for which revenue is required to be recognized at a point-in-time, the Company recognizes revenue when it has transferred control of the related goods, which generally occurs upon shipment or delivery of the goods to the customer. Revenue streams for which revenue is recognized at a point-in-time include Company-proprietary products and sales of raw materials.
Refer to Note 5 for further discussion.
Income taxes. The Company estimates its income tax provision or benefit in each of the jurisdictions in which it operates, including estimating exposures and making judgments regarding the realizability of deferred tax assets. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The carrying value of the Company’s net deferred tax assets is based on the Company’s belief that it is more likely than not that the Company will generate sufficient future taxable income in certain jurisdictions to realize these deferred tax assets. A valuation allowance has been established for deferred tax assets which do not meet the “more likely than not” criteria discussed above .
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The Company’s tax rate is dependent upon the geographic distribution of its worldwide income or losses, the tax regulations and tax holidays in each geographic region, the availability of tax credits and carryforwards, including net operating losses, and the effectiveness of its tax planning strategies.
The Company makes an assessment of whether each income tax position is “more likely than not” of being sustained on audit, including resolution of related appeals or litigation, if any. For each income tax position that meets the “more likely than not” recognition threshold, the Company then assesses the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with the tax authority. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.
Recent Accounting Pronouncement Adopted
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. The Company adopted this ASU during the fourth quarter of 2022. The impact of adoption was not material.
Note 4. Balance Sheet and Income Statement Details
Property, Plant and Equipment, net
Property, plant and equipment consisted of the following:
As of
October 1,
October 2,
2022
2021
(In thousands)
Machinery and equipment
$
1,523,598
$
1,491,156
Land and buildings
656,839
645,639
Leasehold improvements
42,793
44,899
Furniture and fixtures
24,805
25,394
Construction in progress
91,928
40,524
2,339,963
2,247,612
Less: Accumulated depreciation and amortization
( 1,764,793 )
( 1,714,627 )
Property, plant and equipment, net
$
575,170
$
532,985
Depreciation expense was $ 108 million, $ 109 million and $ 113 million for 2022, 2021 and 2020, respectively.
Other Income (Expense), net
The Company terminated its frozen U.S. defined benefit plan (the “Plan”) effective July 3, 2022 and recorded a pension settlement charge of $ 2 million during the fourth quarter of 2022 which includes the reclassification of unrecognized pension losses from accumulated other comprehensive income to other income (expense), net on the consolidated statements of income. Refer to Note 17 for discussion.
The Company recorded a loss on extinguishment of debt of $ 1 million during the fourth quarter of 2022, consisting of a write-off of unamortized debt issuance costs arising from the amendment and restatement of the Fourth Amended and Restated Loan Agreement, dated as of November 30, 2018. Refer to Note 7 for discussion.
In 2021, the Company sold intellectual property for $ 15 million, of which $ 8 million has been received in cash. The sale of intellectual property was included in other income (expense), net on the consolidated statements of income. During the fourth quarter of 2022, the Company concluded it expected to incur credit losses with the counterparty for the remaining $ 7 million due under the arrangement. Accordingly, the Company recorded a charge of $ 7 million in other income (expense), net on the consolidated statements of income to establish an allowance for the expected credit loss.
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A foreign entity of the Company was substantially liquidated in 2021 and the Company reclassified $ 8 million of cumulative translation adjustments associated with this entity from accumulated other comprehensive income to other income (expense), net on the consolidated statements of income in 2021.
The Company received $ 16 million of cash in 2021 in connection with settlements of certain anti-trust class action matters.
Note 5. Revenue Recognition
The Company is a leading global provider of integrated manufacturing solutions, components, products and repair, logistics and after-market services. For purposes of determining when to recognize revenue, and in what amount, the Company applies a 5-step model: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the Company satisfies a performance obligation. Each of these steps may involve the use of significant judgments, as discussed below.
Step 1 - Identify the contract with a customer
A contract is defined as an agreement between two parties that creates enforceable rights and obligations. The Company generally enters into a master supply agreement (“MSA”) with its customers that provides the framework under which business will be conducted, and pursuant to which a customer will issue purchase orders or other binding documents to specify the quantity, price and delivery requirements for products or services the customer wishes to purchase. The Company generally considers its contract with a customer to be a firm commitment, consisting of the combination of an MSA and a purchase order or any other similar binding document.
Step 2 - Identify the performance obligations in the contract
A performance obligation is a promised good or service that is material in the context of the contract and is both capable of being distinct (customer can benefit from the good or service on its own or together with other readily available resources) and distinct within the context of the contract (separately identifiable from other promises). The Company reviews its contracts to identify promised goods or services and then evaluates such items to determine which of those items are performance obligations. The majority of the Company’s contracts have a single performance obligation since the promise to transfer an individual good or service is not separately identifiable from other promises in the contract. The Company’s performance obligations generally have an expected duration of one year or less.
Step 3 - Determine the transaction price
The Company’s contracts with its customers may include certain forms of variable consideration such as early payment discounts, volume discounts and shared cost savings. The Company includes an estimate of variable consideration when determining the transaction price and the appropriate amount of revenue to be recognized. This estimate is limited to an amount which will not result in a significant reversal of revenue in a future period. Factors considered in the Company’s estimate of variable consideration are the potential amount subject to these contract provisions, historical experience and other relevant facts and circumstances.
Step 4 - Allocate the transaction price to the performance obligations in the contract
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. In the event that more than one performance obligation is identified in a contract, the Company is required to allocate a portion of the transaction price to each performance obligation. This allocation would generally be based on the relative standalone price of each performance obligation, which most often would represent the price at which the Company would sell similar goods or services separately.
Step 5 - Recognize revenue when (or as) a performance obligation is satisfied
The Company is required to assess whether control of a product or services promised under a contract is transferred to the customer at a point-in-time or over time as the product is being manufactured or the services are being provided. If the criteria in ASC 606 for recognizing revenue on an over time basis are not met, revenue must be recognized at the point-in-time determined by the Company at which its customer obtains control of a product or service.
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The Company has determined that revenue for the majority of its contracts is required to be recognized on an over time basis. This determination is based on the fact that 1) the Company does not have an alternative use for the end products it manufactures for its customers and has an enforceable right to payment, including a reasonable profit, for work-in-progress upon a customer’s cancellation of a contract for convenience or 2) the Company’s customer simultaneously receives and consumes the benefits provided by the Company’s services. For these contracts, revenue is recognized on an over time basis using the cost-to-cost method (ratio of costs incurred to date to total estimated costs at completion) which the Company believes best depicts the transfer of control to the customer. At least 95 % of the Company’s revenue is recognized on an over time basis, which is as products are manufactured or services are performed. Because of this, and the fact that there is no work-in-process or finished goods inventory associated with contracts for which revenue is recognized on an over-time basis, 99 % or more of the Company’s inventory at the end of a given period is in the form of raw materials. For contracts for which revenue is required to be recognized at a point-in-time, the Company recognizes revenue when it has transferred control of the related goods, which generally occurs upon shipment or delivery of the goods to the customer.
Application of the cost-to-cost method for government contracts in the Company’s Defense and Aerospace division requires the use of significant judgments with respect to estimated materials, labor and subcontractor costs included in the total estimated costs at completion. Additionally, the Company evaluates whether contract modifications for claims have been approved and, if so, estimates the amount, if any, of variable consideration that can be included in the transaction price of the contract. This division is an operating segment whose results are combined with eleven other operating segments and reported under Components, Products and Services (“CPS”) for segment reporting purposes. In 2022, CPS revenue and gross profit were $ 1.5 billion and $ 176 million, respectively.
Estimates of materials, labor and subcontractor costs expected to be incurred to satisfy a performance obligation are updated on a quarterly basis. These estimates consider costs incurred to date and estimated costs to be incurred over the remaining expected period of performance to satisfy a performance obligation. Such estimates are reviewed each quarter by a group of employees that includes representatives from numerous functions such as engineering, materials, contracts, manufacturing, program management, finance and senior management. If a change in estimate is deemed necessary, the impact of the change is recognized in the period of change. Additionally, contract modifications for claims are assessed each quarter to determine whether the claims have been approved. If it is determined that a claim has been approved, the amount of the claim, if any, that can be included in transaction price is estimated considering a number of factors such as the length of time expected to lapse until uncertainty about the claim has been resolved and the extent to which our experience with claims for similar contracts has predictive value.
Contract Assets
A contract asset is recognized when the Company has recognized revenue, but has not issued an invoice to its customer for payment. Contract assets are classified separately on the consolidated balance sheets and transferred to accounts receivable when rights to payment become unconditional. Because of the Company’s short manufacturing cycle times, the transfer from contract assets to accounts receivable generally occurs within the next fiscal quarter.
Other
Taxes assessed by governmental authorities that are both imposed on and concurrent with a specific revenue-producing transaction, and are collected by the Company from a customer, are excluded from revenue.
Shipping and handling costs associated with outbound freight after control of a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of sales.
The Company applies the following practical expedients or policy elections under ASC 606:
● The promised amount of consideration under a contract is not adjusted for the effects of a significant financing component because, at inception of a contract, the Company expects the period between when a good or service is transferred to a customer and when the customer pays for that good or service will generally be one year or less.
● The Company has elected to not disclose information about remaining performance obligations that have original expected durations of one year or less, which is substantially all of the Company’s remaining performance obligations.
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● Incremental costs of obtaining a contract are not capitalized if the period over which such costs would be amortized to expense is less than one year.
Disaggregation of revenue
In the following table, revenue is disaggregated by segment, market sector and geography.
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
(In thousands)
Segments:
IMS
$
6,378,324
$
5,454,269
$
5,685,751
CPS
1,541,298
1,284,087
1,264,457
Total
$
7,919,622
$
6,738,356
$
6,950,208
End Markets:
Communications Networks and Cloud Infrastructure
$
3,175,534
$
2,866,602
$
2,832,650
Industrial, Defense, Medical and Automotive
4,744,088
3,871,754
4,117,558
Total
$
7,919,622
$
6,738,356
$
6,950,208
Geography:
Americas (1)
$
3,748,643
$
3,164,562
$
3,440,365
APAC
3,007,904
2,517,963
2,514,005
EMEA
1,163,075
1,055,831
995,838
Total
$
7,919,622
$
6,738,356
$
6,950,208
(1) Mexico represents approximately 60 % of the Americas revenue and the U.S. represents approximately 35 % .
Note 6. Financial Instruments
Fair Value Measurements
Fair Value of Financial Instruments
The fair values of cash equivalents (generally 10 % or less of cash and cash equivalents), accounts receivable, accounts payable and short-term debt approximate carrying value due to the short-term duration of these instruments. Additionally, the fair value of variable rate long-term debt approximates carrying value as of October 1, 2022.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company’s primary financial assets and financial liabilities measured at fair value on a recurring basis are deferred compensation plan assets and defined benefit plan assets, which are both measured using Level 1 inputs. Deferred compensation plan assets were $ 37 million and $ 46 million as of October 1, 2022 and October 2, 2021, respectively. Defined benefit plan assets were $ 17 million and $ 40 million as of October 1, 2022 and October 2, 2021, respectively. Other financial assets and financial liabilities measured at fair value on a recurring basis include foreign exchange contracts and interest rate swaps, which are both measured using Level 2 inputs. Foreign exchange contracts were not material as of October 1, 2022 or October 2, 2021 . Interest rate swaps had a positive value of $ 6 million and a negative value of $ 19 million, as of October 1, 2022 and October 2, 2021, respectively.
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Offsetting Derivative Assets and Liabilities
The Company has entered into master netting arrangements with each of its derivative counterparties that allows net settlement of derivative assets and liabilities under certain conditions, such as multiple transactions with the same currency maturing on the same date. The Company presents its derivative assets and derivative liabilities on a gross basis on the consolidated balance sheets. The amount that the Company had the right to offset under these netting arrangements was not material as of October 1, 2022 or October 2, 2021 .
Non-Financial Assets Measured at Fair Value on a Nonrecurring Basis
Other non-financial assets, such as intangible assets, goodwill and other long-lived assets, are measured at fair value as of the date such assets are acquired or in the period an impairment is recorded. During 2020, commodity prices in the oil and gas market experienced a sharp decline due to a combination of an oversaturated supply and a decrease in demand caused by the COVID-19 pandemic. This commodity price decline resulted in a negative impact to the projected cash flows of the Company’s oil and gas reporting unit that is part of the Company’s Components, Products and Services (“CPS”) operating segment and, therefore, the Company performed a goodwill impairment test for this particular reporting unit. The Company concluded that the fair value of the reporting unit was below its carrying value, resulting in a goodwill impairment charge of $ 7 million. The fair value of the reporting unit was estimated based on the present value of future discounted cash flows. The Company also recorded an impairment charge of $ 2 million in 2022 and 2020 for certain long-lived assets.
Derivative Instruments
Foreign Exchange Rate Risk
The Company is exposed to certain risks related to its ongoing business operations. The primary risk managed by using derivative instruments is foreign currency exchange risk.
Forward contracts on various foreign currencies are used to manage foreign currency risk associated with forecasted foreign currency transactions and certain monetary assets and liabilities denominated in non-functional currencies. The Company’s primary foreign currency cash flows are in certain Asian and European countries, Brazil, Israel and Mexico.
The Company had the following outstanding foreign currency forward contracts that were entered into to hedge foreign currency exposures:
As of
October 1,
October 2,
2022
2021
Derivatives Designated as Accounting Hedges:
Notional amount (in thousands)
$
123,172
$
110,098
Number of contracts
50
48
Derivatives Not Designated as Accounting Hedges:
Notional amount (in thousands)
$
531,558
$
353,108
Number of contracts
43
46
The Company utilizes foreign currency forward contracts to hedge certain operational (“cash flow”) exposures resulting from changes in foreign currency exchange rates. Such exposures generally result from (1) forecasted non-functional currency sales and (2) forecasted non-functional currency materials, labor, overhead and other expenses. These contracts are designated as cash flow hedges for accounting purposes and are generally one to two months in duration but, by policy, may be up to twelve months in duration.
For derivative instruments that are designated and qualify as cash flow hedges, the Company excludes time value from its assessment of hedge effectiveness and recognizes the amount of time value in earnings over the life of the derivative instrument. Gains or losses on the derivative not caused by changes in time value are recorded in Accumulated Other Comprehensive Income (“AOCI”), a component of equity, and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The amount of gain or loss recognized in Other Comprehensive Income on derivative instruments and the amount of gain or loss reclassified from AOCI into income were not material for any period presented herein.
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The Company enters into short-term foreign currency forward contracts to hedge currency exposures associated with certain monetary assets and liabilities denominated in non-functional currencies. These contracts have maturities of up to two months and are not designated as accounting hedges. Accordingly, these contracts are marked-to-market at the end of each period with unrealized gains and losses recorded in other income (expense), net, in the consolidated statements of income. The amount of gains or losses associated with these forward contracts was not material for any period presented herein. From an economic perspective, the objective of the Company’s hedging program is for gains and losses on forward contracts to substantially offset gains and losses on the underlying hedged items. In addition to the contracts disclosed in the table above, the Company has numerous contracts that have been closed from an economic and financial accounting perspective and will settle early in the first month of the following quarter. Since these offsetting contracts do not expose the Company to risk of fluctuations in exchange rates, these contracts have been excluded from the above table.
Interest Rate Risk
The Company enters into forward interest rate swap agreements with independent counterparties to partially hedge the variability in cash flows due to changes in Secured Overnight Financing Rate benchmark interest rate (“SOFR”) associated with anticipated variable rate borrowings. These interest rate swaps have a maturity date of December 1, 2023 , and effectively convert the Company’s variable interest rate obligations to fixed interest rate obligations. These swaps are accounted for as cash flow hedges under ASC Topic 815, Derivatives and Hedging. Interest rate swaps with an aggregate notional amount of $ 350 million were outstanding as of October 1, 2022 and October 2, 2021. The aggregate effective interest rate of these swaps as of October 1, 2022 was approximately 4.1 %. Given the recent rise in interest rates and the likelihood of additional rate increases, these interest rate swaps had a positive value of $ 6 million as of October 1, 2022, of which the majority is included in prepaid expenses and other current assets and the remaining amount is included in other assets on the consolidated balance sheets.
Note 7. Financial Instruments and Concentration of Credit Risk
Financial instruments that potentially subject the Company to credit risk consist primarily of cash, cash equivalents, trade accounts receivable, foreign currency forward contracts and interest rate swap agreements. The carrying value of assets such as cash, cash equivalents and accounts receivable is expected to approximate fair value due to the short duration of the assets. The Company maintains its cash and cash equivalents with recognized financial institutions that management believes to be of high credit quality. One of the Company’s most significant credit risks is the ultimate realization of accounts receivable. This risk is mitigated by ongoing credit evaluations of, and frequent contact with, the Company’s customers, especially its most significant customers, thus enabling it to monitor changes in business operations and respond accordingly. The Company generally does not require collateral for sales on credit. The Company considers these concentrations of credit risks when estimating its allowance for doubtful accounts. Foreign currency forward contracts and interest rate swaps are maintained with high quality counterparties to reduce the Company’s credit risk and are recorded on the Company’s balance sheets at fair value.
Nokia and Motorola each represented more than 10 % of the Company’s net sales in 2022. Nokia represented more than 10 % of the Company’s net sales in 2021 and 2020. Motorola represented 10 % or more of the Company’s gross accounts receivable as of October 1, 2022 and Nokia represented 10 % or more of the Company’s gross accounts receivable as of October 2, 2021.
Note 8. Debt
Long-term debt consisted of the following:
As of
October 1,
October 2,
2022
2021
(In thousands)
Term loan due 2023, net of issuance costs
$
—
$
330,322
Term loan due 2027, net of issuance costs
346,737
—
Less: Current portion of long-term debt
17,500
18,750
Long-term debt
$
329,237
$
311,572
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Revolving Credit Facility.
On September 27, 2022 (the “Closing Date”), the Company entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) that amended and restated the Company’s existing Fourth Amended and Restated Loan Agreement, dated as of November 30, 2018 (the “Existing Credit Agreement”) by, among other things: (i) increasing the revolving commitments amount, (ii) providing for a term loan facility and (iii) replacing LIBOR with SOFR for purposes of determining the interest rate payable for borrowings under the Credit Agreement.
The Credit Agreement provides for an $ 800 million revolving credit facility and a $ 350 million secured term loan (“Term Loan Due 2027”). Subject to the satisfaction of certain conditions, including obtaining additional commitments from existing and/or new lenders, the Company may increase the revolving commitment up to an additional $ 200 million. Costs incurred in connection with the amendment of the Existing Credit Agreement of $ 3 million are classified as long-term debt and are being amortized to interest expense over the life of the Term Loan Due 2027 using the effective interest method.
The Term Loan Due 2027 was fully drawn on the Closing Date and the proceeds were used to repay the term loan outstanding under the Existing Credit Agreement. Upon repayment, the Company recorded a loss on extinguishment of debt of $ 1 million consisting of a write-off of unamortized debt issuance costs of the Existing Credit Agreement.
Loans under the Credit Agreement bear interest, at the Company’s option, at either the SOFR or a base rate, in each case plus a spread determined based on the Company’s credit rating. Interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of an interest period (and at three month intervals if the interest period exceeds three months) in the case of SOFR loans. The outstanding principal amount of all loans under the Credit Agreement, including, the Term Loan Due 2027, together with accrued and unpaid interest, is due on September 27, 2027 . The Company is required to repay a portion of the principal amount of the Term Loan Due 2027 equal to 1.25 % of the principal in quarterly installments.
Maturities of the Term Loan Due 2027 as of October 1, 2022 by fiscal year are as follows:
(In Thousands)
2023
$
17,500
2024
13,125
2025
17,500
2026
21,875
2027
280,000
$
350,000
Certain of the Company’s domestic subsidiaries are guarantors in respect of the Credit Agreement. The Company and the subsidiary guarantors’ obligations under the Credit Agreement are secured by a lien on substantially all of their respective assets (excluding real property), including cash, accounts receivable and the shares of certain Company subsidiaries, subject to certain exceptions.
As of October 1, 2022, no borrowings and $ 9 million of letters of credit were outstanding under the Credit Agreement, under which $ 791 million was available to borrow. There were no borrowings outstanding under the Credit Agreement as of October 2, 2021.
Foreign Short-term Borrowing Facilities . As of October 1, 2022, certain foreign subsidiaries of the Company had a total of $ 70 million of short-term borrowing facilities available, under which no borrowings were outstanding. These facilities expire at various dates through the second quarter of 2024 .
Debt Covenants
The Company’s Credit Agreement requires the Company to comply with certain financial covenants, namely a maximum consolidated leverage ratio and a minimum interest coverage ratio, in both cases measured on the basis of a trailing 12 month look-back period. In addition, the Company’s debt agreements contain a number of restrictive covenants, including restrictions on incurring additional debt, making investments and other restricted payments, selling assets and paying dividends, subject to certain exceptions. The Company was in compliance with these covenants as of October 1, 2022.
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Note 9. Leases
ROU assets and lease liabilities recorded in the consolidated balance sheet are as follows:
As of
October 1,
October 2,
2022
2021
(In thousands)
Other assets
$
79,495
$
68,012
Accrued liabilities
$
16,695
$
17,219
Other long-term liabilities
48,566
38,587
Total lease liabilities
$
65,261
$
55,806
Weighted average remaining lease term (in years)
15.74
14.46
Weighted average discount rate
2.4
%
2.72
%
Lease expense and supplemental cash flow information related to operating leases are as follows:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
Operating lease expense (1)
$
23,978
$
21,455
$
20,670
As of
October 1,
October 2,
2022
2021
(In thousands)
Cash paid for operating lease liabilities
$
19,249
$
19,531
(1) Includes immaterial amounts of short term leases, variable lease costs and sublease income.
Future lease payments under non-cancelable operating leases as of October 1, 2022, by fiscal year, are as follows:
Operating Leases
(In thousands)
2023
$
18,109
2024
15,350
2025
12,450
2026
8,907
2027
5,724
Thereafter
10,412
Total lease payments
70,952
Less: imputed interest
5,691
Total
$
65,261
Note 10. Accounts Receivable Sale Program
The Company is a party to a Receivable Purchase Agreement (the “RPA”) with certain third-party banking institutions for the sale of trade receivables generated from sales to certain customers, subject to acceptance by, and a funding commitment from, the banks that are party to the RPA. Trade receivables sold pursuant to the RPA are serviced by the Company.
In addition to the RPA, the Company has the option to participate in trade receivables sales programs that have been implemented by certain of the Company’s customers, as in effect from time to time. The Company does not service trade receivables sold under these other programs.
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Under each of the programs noted above, the Company sells its entire interest in a trade receivable for 100 % of face value, less a discount. For the years ended October 1, 2022 and October 2, 2021, the Company sold approximately $ 1.9 billion and approximately $ 0.5 billion, respectively, of accounts receivable under these programs. Upon sale, these receivables are removed from the consolidated balance sheets and cash received is presented as cash provided by operating activities in the consolidated statements of cash flows. Discounts on sold receivables were not material for any period presented. As of October 1, 2022 and October 2, 2021, $ 194 million and $ 7 million, respectively, of accounts receivable sold under the RPA and subject to servicing by the Company remained outstanding and had not yet been collected. The Company’s sole risk with respect to receivables it services is with respect to commercial disputes regarding such receivables. Commercial disputes include billing errors, returns and similar matters. To date, the Company has not been required to repurchase any receivable it has sold due to a commercial dispute. Additionally, the Company is required to remit amounts collected as servicer under the RPA on a weekly basis to the financial institutions that purchased the receivables. As of October 1, 2022 and October 2, 2021, $ 49 million and $ 18 million, respectively, had been collected but not yet remitted. This amount is classified in accrued liabilities on the consolidated balance sheets.
Note 11. Contingencies
From time to time, the Company is a party to litigation, claims and other contingencies, including environmental, regulatory and employee matters and examinations and investigations by governmental agencies, which arise in the ordinary course of business. The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable in accordance with ASC Topic 450, Contingencies, or other applicable accounting standards. As of October 1, 2022 and October 2, 2021, the Company had reserves of $ 38 million and $ 37 million, respectively for environmental matters, warranty, litigation and other contingencies (excluding reserves for uncertain tax positions), which the Company believes are adequate. However, there can be no assurance that the Company’s reserves will be sufficient to settle these contingencies. Such reserves are included in accrued liabilities and other long-term liabilities on the consolidated balance sheets.
Legal Proceedings
Environmental Matters
The Company is subject to various federal, state, local and foreign laws and regulations and administrative orders concerning environmental protection, including those addressing the discharge of pollutants into the environment, the management and disposal of hazardous substances, the cleanup of contaminated sites, the materials used in products, and the recycling, treatment and disposal of hazardous waste. As of October 1, 2022, the Company had been named in a lawsuit and several administrative orders alleging certain of its current and former sites contributed to groundwater contamination. One such order demands that the Company and other alleged defendants remediate groundwater contamination at four landfills located in Northern California to which the Company may have sent wastewater in the past. The Company is participating in a working group of other alleged defendants to better understand its potential exposure in this action and has reserved its estimated exposure for this matter as of October 1, 2022. However, there can be no assurance that the Company’s reserve will ultimately be sufficient.
In June 2008, the Company was named by the Orange County Water District in a suit alleging that a predecessor company’s actions at a plant the Company sold in 1998 contributed to polluted groundwater managed by the plaintiff. The complaint seeks recovery of compensatory and other damages, as well as declaratory relief, for the payment of costs necessary to investigate, monitor, remediate, abate and contain contamination of groundwater. In April 2013, all claims against the Company were dismissed. The plaintiff appealed this dismissal and the Court of Appeal reversed the judgment in August 2017, remanding the case back to the Superior Court of California for trial. The first phase of a multi-phase trial against the Company and several other defendants commenced in April 2021 and the submission of evidence concluded in May 2022. On June 28, 2022, the Court issued a tentative ruling finding Sanmina and the other defendants liable for certain past investigation costs incurred by the plaintiff. A final statement of decision in this phase of the trial is expected on or about the middle of calendar year 2023. Based upon the Court’s tentative ruling, the Company believes a loss in this matter is probable and has recorded an estimated loss. Subsequent trial phases to assess the Company’s and certain other defendants’ liability for the plaintiff’s future remediation and other costs, and the allocation of damages among the liable defendants, are anticipated to occur in 2024 and beyond. It is probable that the Company will record additional losses in connection with this matter, and it is reasonably possible that the amount of such additional losses will be material. However, at the current time, the Company is unable to estimate the amount of such additional losses or a range of losses. The Company intends to continue defending the case vigorously and to seek appellate review of any adverse liability rulings or judgment at the appropriate time.
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Other Matters
In October 2018, a contractor who had been retained by the Company through a third party temporary staffing agency filed a lawsuit against the Company in the Santa Clara County Superior Court on behalf of himself and all other similarly situated Company contractors and employees in California, alleging violations of California Labor Code provisions governing overtime, meal and rest periods, wages, wage statements and reimbursement of business expenses. The complaint sought certification of a class of all non-exempt employees. Although the Company continued to deny any wrongdoing, on November 19, 2020, the Company reached an agreement to resolve all claims, including claims under California’s Private Attorneys General Act of 2004 (the “Settlement”), which also resulted in the dismissal of a suit alleging substantially similar claims filed in the Santa Clara County Superior Court in June 2021. The final amount of the judicially approved Settlement was approximately $ 4 million, and was paid during the first quarter of fiscal 2022.
In December 2019, the Company sued a former customer, Dialight plc (“Dialight”), in the United States District Court for the Southern District of New York to collect approximately $ 10 million in unpaid accounts receivable and net obsolete inventory obligations. Later the same day, Dialight commenced its own action in the same court. Dialight’s complaint, which asserts claims for fraudulent inducement, breach of contract, and gross negligence/willful misconduct, alleges that the Company fraudulently misrepresented its capabilities to induce Dialight to enter into a Manufacturing Services Agreement (the “Dialight MSA”), and then breached its obligations contained in the Dialight MSA relating to quality, on-time delivery and supply chain management. Dialight seeks compensatory and punitive damages that it contends exceed $ 200 million, but which the Company believes are vastly overstated and are subject to a contractual limitation of liability that limits any Dialight recovery to less than $ 2 million. The Company continues to vigorously prosecute its claims against Dialight. Further, the Company strongly disagrees with Dialight’s allegations and is defending against them vigorously. No trial date has been set in this matter.
For each of the pending matters noted above, the Company is unable to reasonably estimate a range of possible loss at this time.
Note 12. Restructuring
Restructuring costs were $ 11 million, $ 15 million, and $ 27 million in 2022, 2021, and 2020, respectively.
The following table is a summary of restructuring costs:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(In thousands)
Severance costs
$
319
$
9,405
$
17,919
Other exit costs (recognized as incurred)
1,500
1,834
71
Total - Q1 FY20 Plan
1,819
11,239
17,990
Costs incurred for other plans
9,606
3,818
8,793
Total - all plans
$
11,425
$
15,057
$
26,783
Q1 FY20 Plan
On October 28, 2019, the Company adopted a Company-wide restructuring plan (“Q1 FY20 Plan”) under which the Company has incurred restructuring costs of approximately $ 31 million as of October 1, 2022. These charges consist primarily of severance. Substantially all cash payments have occurred and actions under this plan are complete.
Other plans
Other plans include a number of plans for which costs are not expected to be material individually or in the aggregate.
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All Plans
The Company’s Integrated Manufacturing Solutions (“IMS”) segment incurred costs of $ 1 million and $ 9 million for the years ended October 1, 2022 and October 2, 2021, respectively. The Company’s CPS segment incurred costs of $ 10 million and $ 5 million for the years ended October 1, 2022 and October 2, 2021, respectively. In addition, the Company incurred costs of $ 1 million for the year ended October 2, 2021 for Corporate headcount reductions that were not allocated to the Company’s IMS and CPS segments. The Company had accrued liabilities of $ 6 million as of October 1, 2022 and October 2, 2021, for restructuring costs (exclusive of long-term environmental remediation liabilities).
The Company expects to incur restructuring costs, which could be material, in future periods primarily relating to vacant facilities and former sites for which the Company is or may be responsible for environmental remediation.
Note 13. Income Taxes
Domestic and foreign components of income before income taxes were as follows:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
(In thousands)
Domestic
$
145,671
$
174,936
$
88,450
Foreign
156,649
106,705
103,765
Total
$
302,320
$
281,641
$
192,215
The provision for income taxes consists of the following:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
(In thousands)
Federal:
Current
$
1,070
$
705
$
( 917 )
Deferred
25,399
28,809
7,666
State:
Current
1,711
3,677
1,500
Deferred
3,081
( 302 )
2,579
Foreign:
Current
31,241
( 906 )
46,376
Deferred
( 566 )
112
1,842
Total provision for income taxes
$
61,936
$
32,095
$
59,046
The Company’s provision for income taxes for 2022, 2021 and 2020 was $ 62 million ( 20 % of income before taxes), $ 32 million ( 11 % of income before taxes) and $ 59 million ( 31 % of income before taxes), respectively.
The effective tax rates for 2022 and 2021 were lower than the expected U.S. statutory rate of 21 % primarily due to a $ 16 million and $ 43 million tax benefit, respectively, resulting from the release of a foreign tax reserves due to lapse of time and expiration of statutes of limitations. The effective tax rate for 2020 is higher than the expected U.S. statutory rate of 21 % primarily due to foreign operations that are taxed at rates higher than the U.S. statutory rate.
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The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:
As of
October 1,
October 2,
2022
2021
(Restated)
(In thousands)
Deferred tax assets:
U.S. net operating loss carryforwards
$
92,882
$
134,385
Foreign net operating loss carryforwards
109,416
112,516
Intangibles
25,099
24,219
Accruals not currently deductible
44,963
43,932
Property, plant and equipment
27,514
25,494
Tax credit carryforwards
18,465
17,250
Reserves not currently deductible
14,939
11,534
Stock compensation expense
6,365
7,677
Federal benefit of foreign operations
21,312
18,336
Derivatives and other impacts of OCI
838
7,637
Lease deferred tax asset
15,018
11,563
Other
1,915
—
Valuation allowance
( 118,210 )
( 115,258 )
Total deferred tax assets
260,516
299,285
Deferred tax liabilities on undistributed earnings
( 14,775 )
( 14,775 )
Deferred tax liabilities on branch operations
( 24,182 )
( 30,000 )
Revenue recognition
( 1,572 )
( 1,702 )
Lease deferred tax liability
( 14,808 )
( 11,349 )
Other
—
( 2,495 )
Net deferred tax assets
$
205,179
$
238,964
Recorded as:
Deferred tax assets
$
209,554
$
242,261
Deferred tax liabilities
( 4,375 )
( 3,297 )
Net deferred tax assets
$
205,179
$
238,964
A valuation allowance is established or maintained when, based on currently available information and other factors, it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company regularly assesses its valuation allowance against deferred tax assets on a jurisdiction by jurisdiction basis. The Company considers all available positive and negative evidence, including future reversals of temporary differences, projected future taxable income, tax planning strategies and recent financial results. Significant judgment is required in assessing the Company’s ability to generate revenue, gross profit, operating income and jurisdictional taxable income in future periods. The Company’s valuation allowance as of October 1, 2022 relates primarily to foreign net operating losses, with the exception of $ 14 million related to U.S. state net operating losses.
The Company provides deferred tax liabilities for the tax consequences associated with the undistributed earnings that are expected to be repatriated to subsidiaries’ parent unless the subsidiaries’ earnings are considered indefinitely reinvested. As of October 1, 2022, income taxes and foreign withholding taxes have not been provided for approximately $ 439 million of cumulative undistributed earnings of several non-U.S. subsidiaries. The Company intends to reinvest these earnings indefinitely in operations outside of the U.S. Determination of the amount of unrecognized deferred tax liabilities on these undistributed earnings is not practicable.
As of October 1, 2022, the Company has cumulative net operating loss carryforwards for federal, state and foreign tax purposes of $ 344 million, $ 357 million and $ 465 million, respectively. The federal and state net operating loss carryforwards begin expiring in fiscal years 2028 and 2023, respectively, and expire at various dates through September 29, 2035 . Certain foreign net operating losses start expiring in 2023. However, the majority of foreign net operating losses carryforward indefinitely. As of October 1, 2022, the Company has federal tax credits of $ 21 million that expire between 2031 and 2042. There are certain restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an “ownership change” as defined in the Internal Revenue Code. The utilization of certain net operating losses may be restricted due to changes in ownership and business operations.
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Following is a reconciliation of the statutory federal tax rate to the Company’s effective tax rate:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
Federal tax at statutory tax rate
21.00
%
21.00
%
21.00
%
Effect of foreign operations
3.52
7.99
13.60
Permanent items
0.08
( 2.03 )
( 0.62 )
Federal credits
( 0.73 )
( 0.54 )
( 1.37 )
Other
0.59
( 0.20 )
( 0.06 )
State income taxes, net of federal benefit
1.60
0.91
1.94
Release of foreign tax reserves
( 5.57 )
( 15.73 )
( 3.77 )
Effective tax rate
20.49
%
11.40
%
30.72
%
A reconciliation of the beginning and ending amount of total liabilities for unrecognized tax benefits, excluding accrued penalties and interest, is as follows:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(In thousands)
Balance, beginning of year
$
67,781
$
74,612
$
66,677
Increase (decrease) related to prior year tax positions
( 4,456 )
6,063
1,327
Increase related to current year tax positions
7,154
7,349
9,907
Settlements
( 7,596 )
—
—
Decrease related to lapse of time and expiration of statutes of limitations
( 9,331 )
( 20,243 )
( 3,299 )
Balance, end of year
$
53,552
$
67,781
$
74,612
The Company had reserves of $ 11 million and $ 17 million as of October 1, 2022 and October 2, 2021, respectively, for the payment of interest and penalties relating to unrecognized tax benefits. During 2022, the Company recognized an income tax benefit for interest and penalties of $ 3 million due to lapse of time and expiration of statutes of limitations compared to an income tax benefit of $ 23 million in 2021. The Company recognizes interest and penalties related to liabilities for unrecognized tax benefits as a component of income tax expense. Should the Company be able to ultimately recognize all of these uncertain tax positions, it would result in a benefit to net income of $ 44 million in 2022.
The Company conducts business globally and, as a result, files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company is currently being audited by the Internal Revenue Service for tax years 2008 through 2010. To the extent the final tax liabilities are different from the amounts accrued, this would result in an increase or decrease in net operating loss carryforwards which could materially impact tax expense. Additionally, the Company is being audited by various state tax agencies and certain foreign countries. To the extent the final tax liabilities are different from the amounts accrued, the increases or decreases would be recorded as income tax expense or benefit in the consolidated statements of income. Although the Company believes that the resolution of these audits will not have a material adverse impact on the Company’s results of operations, the outcome is subject to uncertainty.
In general, the Company is no longer subject to United States federal or state income tax examinations for years before 2003, and to foreign examinations for years prior to 2006 in its major foreign jurisdictions. It is reasonably possible that the balance of gross unrecognized tax benefits could decrease in the next 12 months by approximately $ 9 million related to payments, the resolution of audits and expiration of statutes of limitations. In addition, there could be a corresponding decrease in accrued interest and penalties of approximately $ 4 million.
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Note 14. Earnings Per Share
Basic and diluted earnings per share amounts are calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period, as follows:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
(In thousands, except per share amounts)
Numerator:
Net income
$
240,384
$
249,546
$
133,169
Denominator:
Weighted average common shares outstanding
61,310
65,318
69,041
Effect of dilutive stock options and restricted stock units
1,807
1,766
1,752
Denominator for diluted earnings per share
63,117
67,084
70,793
Net income per share:
Basic
$
3.92
$
3.82
1.93
Diluted
$
3.81
$
3.72
1.88
Weighted-average dilutive securities that were excluded from the above calculation because their inclusion would have had an anti-dilutive effect under ASC Topic 260, Earnings per Share , due to application of the treasury stock method were not material for any period presented.
Note 15. Stockholders’ Equity
The Company’s 2009 Stock Plan (“2009 Plan”) expired as to future grants on January 26, 2019. Although the 2009 Plan expired, it will continue to govern all awards granted under it prior to its expiration date. On March 11, 2019, the Company’s stockholders approved the Company’s 2019 Equity Incentive Plan (“2019 Plan”) and the reservation of 4 million shares of common stock for issuance thereunder, plus any shares subject to stock options or similar awards granted under the 2009 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted that are forfeited by the Company.
As of October 1, 2022, an aggregate of 7 million shares were authorized for future issuance under the Company’s stock plans, of which 4 million of such shares were issuable upon exercise of outstanding options and delivery of shares upon vesting of restricted stock units and 3 million shares of common stock were available for future grant. Awards other than stock options reduce common stock available for grant by 1.36 shares for every share of common stock subject to such an award. Awards under the 2019 Plan and 2009 Plan that expire or are cancelled without delivery of shares generally become available for issuance under the 2019 Plan. The 2019 Plan will expire as to future grants in December 2028 .
Stock Repurchase Program
During 2022, 2021 and 2020, the Company repurchased 8.0 million shares, 1.5 million shares and 6.4 million shares of its common stock for $ 317 million, $ 54 million and $ 166 million (including commissions), respectively, under stock repurchase programs authorized by the Board of Directors. These programs have no expiration dates and the timing of repurchases will depend upon capital needs to support the growth of the Company’s business, market conditions and other factors. Although stock repurchases are intended to increase stockholder value, purchases of shares reduce the Company’s liquidity. As of October 1, 2022, an aggregate of $ 164 million remains available under these programs.
In addition to the repurchases discussed above, the Company repurchased 369,000 , 286,000 and 398,000 shares of its common stock during 2022, 2021, and 2020, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock units. The Company paid $ 14 million, $ 10 million and $ 13 million, respectively, to applicable tax authorities in connection with these repurchases.
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Accumulated Other Comprehensive Income
Accumulated other comprehensive income, net of tax as applicable, consisted of the following:
As of
October 1,
October 2,
2022
2021
(In thousands)
Foreign currency translation adjustments
$
63,929
$
76,120
Unrealized holding gain (loss) on derivative financial instruments
4,112
( 14,305 )
Unrecognized net actuarial loss and unrecognized transition cost for benefit plans
( 11,716 )
( 21,125 )
Total
$
56,325
$
40,690
During the third quarter of 2021, a foreign entity of the Company was substantially liquidated and the Company reclassified $ 8 million of cumulative translation adjustments associated with this entity from accumulated other comprehensive income to other income (expense), net in the consolidated statements of income. During the fourth quarter of 2022, the Company reclassified $ 2 million of unrecognized pension losses from accumulated other comprehensive income to other income (expense), net in the consolidated statements of income. There were no other significant reclassifications from accumulated other comprehensive income to the consolidated statements of income for any period presented.
Unrealized holding gain (loss) on derivative financial instruments includes losses from interest rate swap agreements with independent counterparties to partially hedge the variability in cash flows due to changes in the benchmark interest rate (SOFR) associated with anticipated variable rate borrowings. These swaps are accounted for as cash flow hedges under ASC Topic 815, Derivatives and Hedging. Interest rate swaps with an aggregate notional amount of $ 350 million were outstanding as of October 1, 2022 and October 2, 2021. The aggregate effective interest rate of these swaps as of October 1, 2022 was approximately 4.1 % and was approximately 4.3 % as of October 2, 2021. These interest rate swaps had a negative value of $ 19 million as of October 2, 2021, of which $ 9 million is included in accrued liabilities and the remaining amount is included in other long-term liabilities on the consolidated balance sheets. Given the recent rise in interest rates and the likelihood of additional rate increases, these interest rate swaps had a positive value of $ 6 million as of October 1, 2022, of which the majority is included in prepaid expenses and other current assets and the remaining amount is included in other assets on the consolidated balance sheets.
Note 16. Business Segment, Geographic and Customer Information
ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments, products and services, geographic areas of operations and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker or decision making group in deciding how to allocate resources and in assessing performance.
The Company’s operations are managed as two businesses:
1) Integrated Manufacturing Solutions (IMS). IMS is a reportable segment consisting of printed circuit board assembly and test, high-level assembly and test and direct order fulfillment.
2) Components, Products and Services (CPS). Components include printed circuit boards, backplanes and backplane assemblies, cable assemblies fabricated metal parts, precision machined parts, and plastic injected molded parts. Products include memory solutions from our Viking Technology division; high-performance storage platforms for hyperscale and enterprise solutions from our Viking Enterprise Solutions (VES) division; optical, radio frequency (RF) and microelectronics (microE) design and manufacturing services from Advanced Microsystems Technologies; defense and aerospace products from SCI Technology; and cloud-based manufacturing execution software from the Company’s 42Q division. Services include design, engineering and logistics and repair.
The Company determined that it has only one reportable segment - IMS, which generated approximately 80 % of the Company’s total revenue in 2022. CPS consists of multiple operating segments which do not meet the quantitative threshold for being presented individually as reportable segments. Therefore, financial information for these operating segments is combined and presented in a single category entitled “Components, Products and Services”.
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Table of Contents
The accounting policies for each segment are the same as those disclosed by the Company for its consolidated financial statements. Intersegment sales consist primarily of sales of components from CPS to IMS.
The Company’s chief operating decision making group is the Chief Executive Officer who allocates resources and assesses performance of operating segments based on a measure of revenue and gross profit that excludes items not directly related to the Company’s ongoing business operations. These items are typically either non-recurring or non-cash in nature.
Segment information is as follows:
Year Ended
October 1, 2022
October 2, 2021
October 3, 2020
(In thousands)
Gross sales (As restated):
IMS
$
6,413,606
$
5,485,612
$
5,719,180
CPS
1,655,183
1,379,455
1,369,550
Intersegment revenue
( 149,167 )
( 126,711 )
( 138,522 )
Net Sales
$
7,919,622
$
6,738,356
$
6,950,208
Gross Profit (As restated):
IMS
$
462,606
$
391,339
$
381,638
CPS
175,509
151,884
148,301
Total
638,115
543,223
529,939
Unallocated items (1)
( 15,909 )
( 16,782 )
( 12,775 )
Total
$
622,206
$
526,441
$
517,164
Depreciation and amortization:
IMS
$
73,914
$
77,076
$
81,169
CPS
30,061
27,770
26,718
Total
103,975
104,846
107,887
Unallocated corporate items (2)
4,808
4,810
6,331
Total
$
108,783
$
109,656
$
114,218
Capital expenditures (receipt basis):
IMS
$
94,636
$
44,672
$
23,933
CPS
55,993
33,839
23,915
Total
150,629
78,511
47,848
Unallocated corporate items (2)
5,650
3,343
3,227
Total
$
156,279
$
81,854
$
51,075
(1) For purposes of evaluating segment performance, management excludes certain items from its measures of gross profit. These items consist of stock-based compensation expense, amortization of intangible assets, charges or credits resulting from distressed customers and litigation settlements.
(2) Primarily related to selling, general and administration functions.
Segment assets, consisting of accounts receivable, inventories and fixed assets, are substantially proportional to segment sales.
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Table of Contents
Net sales by geographic segment, determined based on the country in which a product is manufactured were as follows:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(Restated)
(In thousands)
Net sales:
Americas (1)
$
3,748,643
$
3,164,562
$
3,440,365
APAC
3,007,904
2,517,963
2,514,005
EMEA
1,163,075
1,055,831
995,838
Total
$
7,919,622
$
6,738,356
$
6,950,208
(1) Mexico represents approximately 60 % of the Americas revenue and the U.S. represents approximately 35 % .
Percentage of net sales represented by ten largest customers
48.7
%
52.7
%
55.5
%
Number of customers representing 10% or more of net sales
2
1
1
As of
October 1,
October 2,
2022
2021
(In thousands)
Property, plant and equipment, net:
Americas
$
367,172
$
322,545
APAC
151,254
143,111
EMEA
56,744
67,329
Total
$
575,170
$
532,985
Note 17. Stock-Based Compensation
Stock-based compensation expense was recognized as follows:
Year Ended
October 1,
October 2,
October 3,
2022
2021
2020
(In thousands)
Cost of sales
$
14,065
$
14,472
$
10,099
Selling, general and administrative
25,037
20,118
15,897
Research and development
506
386
239
Total
$
39,608
$
34,976
$
26,235
The Company grants restricted stock units and restricted stock units with performance conditions (“PSUs”) to executive officers, directors and certain other employees. These units vest over periods ranging from one year to four years and/or upon achievement of specified performance criteria, with associated compensation expense recognized ratably over the vesting period.
The Company grants shares for which vesting is contingent on cumulative non-GAAP earnings per share measured over three fiscal years. If a minimum threshold is not achieved during the measurement period, the shares will be cancelled. If a minimum threshold is achieved or exceeded, the number of shares of common stock that will be issued will range from 80 % to 120 % of the number of PSUs granted, depending on the extent of performance. Additionally, the number of shares that vest may be adjusted up or down by up to 15 % based on the Company’s total shareholder return relative to that of its peer group over this same period.
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Table of Contents
Activity with respect to the Company’s restricted stock units and PSUs was as follows:
Weighted Average
Weighted-Average
Grant-Date
Remaining
Aggregate
Number of
Fair Value
Contractual Term
Intrinsic Value
Shares
($)
(Years)
($)
(In thousands)
(In thousands)
Outstanding as of September 28, 2019
3,153
27.82
1.30
102,720
Granted
1,340
32.51
Vested/Forfeited/Cancelled
( 1,925 )
28.62
Outstanding as of October 3, 2020
2,568
29.67
1.23
71,571
Granted
1,529
34.26
Vested/Forfeited/Cancelled
( 1,143 )
29.27
Outstanding as of October 2, 2021
2,954
32.21
1.23
113,591
Granted
1,644
40.54
Vested/Forfeited/Cancelled
( 1,318 )
30.42
Outstanding as of October 1, 2022
3,280
37.11
1.35
155,049
Expected to vest as of October 1, 2022
2,909
36.93
1.28
137,524
The fair value of restricted stock units that vested during the year was $ 44 million for 2022, $ 32 million for 2021 and $ 43 million for 2020. As of October 1, 2022, unrecognized compensation expense of $ 68 million is expected to be recognized over a weighted average period of 1.3 years.
Note 18. Employee Benefit Plans
The Company has various defined contribution retirement plans that cover the majority of its domestic employees. These retirement plans permit participants to elect to have contributions made to the retirement plans in the form of salary deferrals. Under these retirement plans, the Company may match a portion of employee contributions. Amounts contributed by the Company were not material for any period presented herein.
The Company sponsors a deferred compensation plan for eligible employees that allows participants to defer payment of all or part of their compensation. Deferrals under this plan were immaterial. Assets associated with these plans were $ 37 million and $ 46 million as of October 1, 2022 and October 2, 2021, respectively. Liabilities associated with these plans were $ 37 million and $ 46 million as of October 1, 2022 and October 2, 2021, respectively. These amounts are recorded in other non-current assets and other long-term liabilities on the consolidated balance sheets.
Defined benefit plans covering certain employees in the United States and Canada were frozen in 2001. Employees who had not yet vested will continue to be credited with service until vesting occurs, but no additional benefits will accrue. During the third quarter of 2022, the Board of Directors approved the termination of the Company’s frozen U.S. defined benefit plan (the “Plan”) effective July 3, 2022. In connection with this termination, the Company purchased a group annuity contract for $ 6 million during the fourth quarter of 2022 that provides for the administration of future payments to eligible plan participants. In addition, the Company recorded a pension settlement charge of $ 2 million during the fourth quarter of 2022, which includes the reclassification of unrecognized pension losses from accumulated other comprehensive income to other income (expense), net on the consolidated statements of income.
The Company also provides defined benefit pension plans in certain other countries. The assumptions used for calculating the pension benefit obligations for non-U.S. plans depend on the local economic environment and regulations. The measurement date for the Company’s defined benefit plans is October 1, 2022.
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Table of Contents
The funded status and plan assets for the defined benefit plans and amount reported on the consolidated balance sheets were as follows:
As of
October 1, 2022
October 2, 2021
October 3, 2020
Non-U.S.
U.S.
Non-U.S.
U.S.
Non-U.S.
(In thousands)
Plan Assets
$
17,290
$
16,435
$
23,575
$
15,430
$
23,575
Projected Benefit Obligation
50,871
22,943
63,217
25,704
64,453
Underfunded Status
$
33,581
$
6,508
$
39,642
$
10,274
$
40,878
Current Liabilities
$
3,038
$
—
$
2,674
$
—
$
2,054
Non-current liabilities
30,543
6,508
36,968
10,274
38,824
Total liabilities
$
33,581
$
6,508
$
39,642
$
10,274
$
40,878
The Company’s investment strategy is designed to help ensure that sufficient pension assets are available to pay benefits as they become due. Plan assets are invested in mutual funds that are valued using the NAV that is quoted in active markets (Level 1 input). These plans are managed consistent with regulations or market practices of the country in which the assets are invested. As of October 1, 2022 there were no significant concentrations of credit risk related to pension plan assets. All other amounts and assumptions were not material for any period presented herein.
Note 19. Strategic Transactions
India Joint Venture
On October 3, 2022 , subsequent to the end of the fourth quarter of 2022, the Company completed a joint venture transaction in which the Company entered into a Share Subscription and Purchase Agreement (the “SSPA”) and a Joint Venture and Shareholders’ Agreement (the “Shareholders’ Agreement”) with Reliance Strategic Business Ventures Limited (“RSBVL”), a wholly owned subsidiary of Reliance Industries Limited. Pursuant to the SSPA and the Shareholder’ Agreement, the parties established Sanmina SCI India Private Limited (“SIPL”), the Company’s existing Indian manufacturing entity, as a joint venture to engage in manufacturing in India of telecommunications equipment, data center and internet equipment, medical equipment, clean technology equipment and other high-tech equipment. As a result of the transaction, RSBVL acquired shares of SIPL for approximately $ 215 million of cash such that immediately after the closing of the transaction, RSBVL holds 50.1 % of the outstanding shares of SIPL and Sanmina holds the remaining 49.9 % of the outstanding shares of SIPL. The amount received from RSBVL was based on preliminary calculations and is subject to adjustment based on final calculations. Given the terms of the agreements entered into by the parties concerning management of the joint venture, the Company expects to continue to consolidate SIPL in future periods.
Acquisition
On April 6, 2021 , the Company purchased all of the outstanding stock of a European subsidiary of a multinational company in the industrial end market. This acquisition increased the Company’s IMS capabilities in Europe. The Company also entered into a master supply agreement with the seller in connection with this acquisition. Total consideration paid in this acquisition was $ 38 million of cash, of which $ 29 million was paid upon closing and $ 9 million is due in April 2023 . The acquiree had $ 8 million of cash as of the acquisition date, resulting in a net cash outlay upon closing of $ 21 million. The pro-forma effect of the acquisition, as if it had occurred at the beginning of the year, was not material to the consolidated financial statements. The acquisition is reported in the Company’s IMS reportable segment.
The Company’s allocation of the purchase price was based on management’s estimate of the acquisition-date fair values of the tangible and identifiable intangible assets acquired and liabilities assumed.
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Table of Contents
The following represents the allocation of the purchase price to the acquired assets and liabilities assumed.
(In thousands)
Current assets, including cash acquired of $ 8.1 million
$
18,696
Noncurrent assets, including identifiable intangible assets of $ 4.4 million and goodwill of $ 8.5 million
30,711
Current liabilities
( 10,671 )
Noncurrent liabilities
( 152 )
Total net assets acquired
$
38,584
Goodwill reflects the expectation that the acquisition enables the Company to increase its IMS capabilities in Europe. Goodwill and identifiable intangible assets are recorded in other non-current assets on the consolidated balance sheets. Identifiable intangible assets are being amortized over four years .
Note 20. Quarterly Financial Data – Unaudited
The following tables set forth selected unaudited quarterly financial information for the years ended October 1, 2022 and October 2, 2021. As described in Note 2, the Company has restated its unaudited quarterly financial information for each of the interim periods in the years ended October 1, 2022 and October 2, 2021. This information has been prepared on the same basis as the unaudited consolidated financial statements. The adjustments to the unaudited quarterly financial information below are the same as the Investigation Adjustments and Other Adjustments discussed in Note 2.
As Restated
Year ended October 1, 2022
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
(In thousands, except per share data)
Net sales
$
1,756,326
$
1,915,070
$
2,023,361
$
2,224,865
Gross profit
$
141,297
$
146,495
$
162,185
$
172,229
Gross margin
8.0
%
7.6
%
8.0
%
7.7
%
Operating income
$
78,241
$
76,274
$
91,614
$
103,350
Operating margin
4.5
%
4.0
%
4.5
%
4.6
%
Net income
$
56,177
$
48,621
$
77,222
$
58,364
Basic net income per share
$
0.87
$
0.77
$
1.29
$
1.01
Diluted net income per share
$
0.85
$
0.76
$
1.25
$
0.98
As Restated
Year ended October 2, 2021
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
(In thousands, except per share data)
Net sales
$
1,755,984
$
1,678,497
$
1,653,266
$
1,650,609
Gross profit
$
140,351
$
120,985
$
135,066
$
130,039
Gross margin
8.0
%
7.2
%
8.2
%
7.9
%
Operating income
$
74,675
$
42,610
$
72,741
$
65,910
Operating margin
4.3
%
2.5
%
4.4
%
4.0
%
Net income
$
49,558
$
27,868
$
116,195
$
55,925
Basic net income per share
$
0.76
$
0.43
$
1.78
$
0.86
Diluted net income per share
$
0.74
$
0.42
$
1.73
$
0.83
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Table of Contents
Consolidated Balance Sheets
The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Balance Sheets as of January 1, 2022, April 2, 2022 and July 2, 2022.
As of
January 1, 2022
April 2, 2022
July 2, 2022
Previously
Investigation
Other
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(Unaudited) (In thousands)
ASSETS
Current assets:
Cash and cash equivalents
$
627,717
$
—
$
—
$
627,717
$
559,893
$
—
$
—
$
559,893
$
493,305
$
—
$
—
$
493,305
Accounts receivable, net of allowances
1,298,327
—
687
1,299,014
1,270,494
—
606
1,271,100
1,228,435
—
1,429
1,229,864
Contract assets
364,407
( 31,772 )
14,948
347,583
417,286
( 33,512 )
15,508
399,282
459,306
( 34,918 )
20,408
444,796
Inventories
1,242,440
( 2,373 )
13,630
1,253,697
1,437,955
( 6,913 )
12,579
1,443,621
1,591,111
( 8,829 )
7,841
1,590,123
Prepaid expenses and other current assets
59,188
—
—
59,188
61,525
—
—
61,525
63,827
—
—
63,827
Total current assets
3,592,079
( 34,145 )
29,265
3,587,199
3,747,153
( 40,425 )
28,693
3,735,421
3,835,984
( 43,747 )
29,678
3,821,915
Property, plant and equipment, net
525,159
—
—
525,159
525,362
—
—
525,362
545,673
—
—
545,673
Deferred tax assets
227,239
7,792
—
235,031
220,532
9,042
—
229,574
212,407
9,673
—
222,080
Other
157,533
—
—
157,533
156,867
—
—
156,867
149,608
—
—
149,608
Total assets
$
4,502,010
$
( 26,353 )
$
29,265
$
4,504,922
$
4,649,914
$
( 31,383 )
$
28,693
$
4,647,224
$
4,743,672
$
( 34,074 )
$
29,678
$
4,739,276
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
1,694,592
$
—
$
13,630
$
1,708,222
$
1,817,465
$
—
$
12,579
$
1,830,044
$
1,976,533
$
—
$
7,841
$
1,984,374
Accrued liabilities
236,227
2,100
15,635
253,962
314,648
1,669
16,114
332,431
303,076
1,299
21,837
326,212
Accrued payroll and related benefits
115,738
—
—
115,738
116,794
—
—
116,794
133,319
—
—
133,319
Short-term debt, including current portion of long-term debt
18,750
—
—
18,750
18,750
—
—
18,750
18,750
—
—
18,750
Total current liabilities
2,065,307
2,100
29,265
2,096,672
2,267,657
1,669
28,693
2,298,019
2,431,678
1,299
29,678
2,462,655
Long-term liabilities:
Long-term debt
307,160
—
—
307,160
302,751
—
—
302,751
298,345
—
—
298,345
Other
248,326
—
—
248,326
241,416
—
—
241,416
209,716
—
—
209,716
Total long-term liabilities
555,486
—
—
555,486
544,167
—
—
544,167
508,061
—
—
508,061
Contingencies (Note 11)
Stockholders’ equity
1,881,217
( 28,453 )
—
1,852,764
1,838,090
( 33,052 )
—
1,805,038
1,803,933
( 35,373 )
—
1,768,560
Total liabilities and stockholders’ equity
$
4,502,010
$
( 26,353 )
$
29,265
$
4,504,922
$
4,649,914
$
( 31,383 )
$
28,693
$
4,647,224
$
4,743,672
$
( 34,074 )
$
29,678
$
4,739,276
Consolidated Statements of Income
The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Statements of Income for the three months ended January 1, 2022, April 2, 2022 and July 2, 2022.
Three Months Ended
January 1, 2022
April 2, 2022
July 2, 2022
Previously
Investigation
Other
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(Unaudited) (In thousands)
Net sales
$
1,757,325
$
( 999 )
$
—
$
1,756,326
$
1,911,530
$
3,540
$
—
$
1,915,070
$
2,019,059
$
4,302
$
—
$
2,023,361
Cost of sales
1,612,836
2,193
—
1,615,029
1,759,083
9,492
—
1,768,575
1,853,870
7,306
—
1,861,176
Gross profit
144,489
( 3,192 )
—
141,297
152,447
( 5,952 )
—
146,495
165,189
( 3,004 )
—
162,185
Operating expenses:
Selling, general and administrative
61,475
—
—
61,475
61,817
—
—
61,817
61,506
—
—
61,506
Research and development
4,777
—
—
4,777
5,472
—
—
5,472
5,071
—
—
5,071
Restructuring and other
1,414
—
—
1,414
2,932
—
—
2,932
3,994
—
—
3,994
Gain on sale of long-lived assets
( 4,610 )
—
—
( 4,610 )
—
—
—
—
—
—
Total operating expenses
63,056
—
—
63,056
70,221
—
—
70,221
70,571
—
—
70,571
Operating income
81,433
( 3,192 )
—
78,241
82,226
( 5,952 )
—
76,274
94,618
( 3,004 )
—
91,614
—
Interest income
309
—
—
309
349
—
—
349
540
—
—
540
Interest expense
( 4,877 )
—
—
( 4,877 )
( 4,870 )
—
—
( 4,870 )
( 5,615 )
—
—
( 5,615 )
Other income (expense), net
2,072
—
—
2,072
( 1,408 )
—
—
( 1,408 )
( 7,774 )
—
—
( 7,774 )
Interest and other, net
( 2,496 )
—
—
( 2,496 )
( 5,929 )
—
—
( 5,929 )
( 12,849 )
—
—
( 12,849 )
Income before income taxes
78,937
( 3,192 )
—
75,745
76,297
( 5,952 )
—
70,345
81,769
( 3,004 )
—
78,765
Provision for income taxes
20,303
( 735 )
—
19,568
23,077
( 1,353 )
—
21,724
2,226
( 683 )
—
1,543
Net income
$
58,634
$
( 2,457 )
$
—
$
56,177
$
53,220
$
( 4,599 )
$
—
$
48,621
$
79,543
$
( 2,321 )
$
—
$
77,222
Net income per share:
Basic
$
0.91
$
( 0.04 )
$
—
$
0.87
$
0.85
$
( 0.08 )
$
—
$
0.77
$
1.33
$
( 0.04 )
$
—
$
1.29
Diluted
$
0.89
$
( 0.04 )
$
—
$
0.85
$
0.83
$
( 0.07 )
$
—
$
0.76
$
1.29
$
( 0.04 )
$
—
$
1.25
55
Table of Contents
The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Statements of Income for the six and nine months ended April 2, 2022 and July 2, 2022, respectively.
Six Months Ended
Nine Months Ended
April 2, 2022
July 2, 2022
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(Unaudited) (In thousands)
Net sales
$
3,668,855
$
2,541
$
—
$
3,671,396
$
5,687,914
$
6,843
$
—
$
5,694,757
Cost of sales
3,371,919
11,685
—
3,383,604
5,225,789
18,991
—
5,244,780
Gross profit
296,936
( 9,144 )
—
287,792
462,125
( 12,148 )
—
449,977
Operating expenses:
Selling, general and administrative
123,292
—
—
123,292
184,798
—
—
184,798
Research and development
10,249
—
—
10,249
15,320
—
—
15,320
Restructuring and other
4,346
—
—
4,346
8,340
—
—
8,340
Gain on sale of long-lived assets
( 4,610 )
—
—
( 4,610 )
( 4,610 )
—
—
( 4,610 )
Total operating expenses
133,277
—
—
133,277
203,848
—
—
203,848
Operating income
163,659
( 9,144 )
—
154,515
258,277
( 12,148 )
—
246,129
Interest income
658
—
—
658
1,198
—
—
1,198
Interest expense
( 9,747 )
—
—
( 9,747 )
( 15,362 )
—
—
( 15,362 )
Other income (expense), net
664
—
—
664
( 7,110 )
—
—
( 7,110 )
Interest and other, net
( 8,425 )
—
—
( 8,425 )
( 21,274 )
—
—
( 21,274 )
Income before income taxes
155,234
( 9,144 )
—
146,090
237,003
( 12,148 )
—
224,855
Provision for income taxes
43,380
( 2,088 )
—
41,292
45,606
( 2,771 )
—
42,835
Net income
$
111,854
$
( 7,056 )
$
—
$
104,798
$
191,397
$
( 9,377 )
$
—
$
182,020
Net income per share:
Basic
$
1.76
$
( 0.11 )
$
—
$
1.65
$
3.07
$
( 0.15 )
$
—
$
2.92
Diluted
$
1.71
$
( 0.11 )
$
—
$
1.60
$
2.98
$
( 0.15 )
$
—
$
2.83
56
Table of Contents
Consolidated Statements of Cash Flows
The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Statements of Cash Flows for the periods indicated below.
Three Months Ended
Six Months Ended
Nine Months Ended
January 1, 2022
April 2, 2022
July 2, 2022
Previously
Investigation
Other
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(Unaudited) (In thousands)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income
$
58,634
$
( 2,457 )
$
—
$
56,177
$
111,854
$
( 7,056 )
$
—
$
104,798
$
191,397
$
( 9,377 )
$
—
$
182,020
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
27,465
—
—
27,465
55,032
—
—
55,032
82,097
—
—
82,097
Stock-based compensation expense
9,032
—
—
9,032
18,362
—
—
18,362
29,045
—
—
29,045
Deferred income taxes
6,707
( 648 )
—
6,059
11,071
( 1,898 )
—
9,173
18,522
( 2,529 )
—
15,993
Impairment of goodwill and other assets
—
—
—
—
—
—
—
—
1,848
—
—
1,848
Loss on sale of intellectual property
Other, net
( 3,638 )
—
—
( 3,638 )
( 1,903 )
—
—
( 1,903 )
( 3,146 )
—
—
( 3,146 )
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable
( 106,972 )
—
316
( 106,656 )
( 79,705 )
—
397
( 79,308 )
( 39,850 )
—
( 426 )
( 40,276 )
Contract assets
( 15,666 )
3,064
( 2,791 )
( 15,393 )
( 68,545 )
4,804
( 3,351 )
( 67,092 )
( 110,565 )
6,210
( 8,251 )
( 112,606 )
Inventories
( 207,300 )
88
( 6,066 )
( 213,278 )
( 403,396 )
4,628
( 5,015 )
( 403,783 )
( 559,118 )
6,544
( 277 )
( 552,851 )
Prepaid expenses and other assets
( 2,939 )
—
—
( 2,939 )
( 11,334 )
—
—
( 11,334 )
( 13,269 )
—
—
( 13,269 )
Accounts payable
234,525
—
6,066
240,591
357,176
—
5,015
362,191
507,632
—
277
507,909
Accrued liabilities
68,452
( 47 )
2,475
70,880
158,661
( 478 )
2,954
161,137
144,363
( 848 )
8,677
152,192
Cash provided by operating activities
$
68,300
$
—
$
—
$
68,300
$
147,273
$
—
$
—
$
147,273
$
248,956
$
—
$
—
$
248,956
57
Table of Contents
Consolidated Balance Sheets
The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Balance Sheets as of January 2, 2021, April 3, 2021 and July 3, 2021.
As of
January 2, 2021
April 3, 2021
July 3, 2021
Previously
Investigation
Other
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(Unaudited) (In thousands)
ASSETS
Current assets:
Cash and cash equivalents
$
516,030
$
—
$
—
$
516,030
$
575,176
$
—
$
575,176
$
623,844
$
—
$
—
$
623,844
Accounts receivable, net of allowances
1,108,472
-
4,453
1,112,925
1,122,962
-
1,876
1,124,838
1,153,813
—
1,440
1,155,253
Contract assets
350,049
( 9,427 )
17,367
357,989
334,957
( 27,204 )
14,194
321,947
345,096
( 29,357 )
17,699
333,438
Inventories
819,474
—
—
819,474
785,406
—
785,406
892,633
—
—
892,633
Prepaid expenses and other current assets
48,851
—
—
48,851
38,584
—
38,584
50,446
—
—
50,446
Total current assets
2,842,876
( 9,427 )
21,820
2,855,269
2,857,085
( 27,204 )
16,070
2,845,951
3,065,832
( 29,357 )
19,139
3,055,614
Property, plant and equipment, net
541,188
-
( 14,543 )
526,645
529,651
-
( 14,448 )
515,203
550,038
—
( 14,353 )
535,685
Deferred tax assets
269,803
2,074
( 690 )
271,187
259,943
6,649
—
266,592
241,069
6,991
—
248,060
Other
125,867
-
14,543
140,410
123,550
-
14,448
137,998
145,651
—
14,353
160,004
Total assets
$
3,779,734
$
( 7,353 )
$
21,130
$
3,793,511
$
3,770,229
$
( 20,555 )
$
16,070
$
3,765,744
$
4,002,590
$
( 22,366 )
$
19,139
$
3,999,363
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
1,143,431
$
—
$
—
$
1,143,431
$
1,108,994
$
—
$
—
$
1,108,994
$
1,296,005
$
—
$
—
$
1,296,005
Accrued liabilities
190,797
( 136 )
18,920
209,581
176,148
3,621
16,070
195,839
149,236
2,990
19,139
171,365
Accrued payroll and related benefits
120,469
—
—
120,469
114,704
—
—
114,704
123,365
—
—
123,365
Short-term debt, including current portion of long-term debt
18,750
—
—
18,750
18,750
—
—
18,750
18,750
—
—
18,750
Total current liabilities
1,473,447
( 136 )
18,920
1,492,231
1,418,596
3,621
16,070
1,438,287
1,587,356
2,990
19,139
1,609,485
Long-term liabilities:
Long-term debt
324,825
—
—
324,825
320,405
—
—
320,405
315,987
—
—
315,987
Other
303,514
—
—
303,514
296,121
—
—
296,121
260,132
—
—
260,132
Total long-term liabilities
628,339
—
—
628,339
616,526
—
—
616,526
576,119
—
—
576,119
Contingencies (Note 11)
Stockholders’ equity
1,677,948
( 7,217 )
2,210
1,672,941
1,735,107
( 24,176 )
—
1,710,931
1,839,115
( 25,356 )
—
1,813,759
Total liabilities and stockholders’ equity
$
3,779,734
$
( 7,353 )
$
21,130
$
3,793,511
$
3,770,229
$
( 20,555 )
$
16,070
$
3,765,744
$
4,002,590
$
( 22,366 )
$
19,139
$
3,999,363
58
Table of Contents
Consolidated Statements of Income
The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Statements of Income for the periods indicated below.
January 2, 2021
April 3, 2021
July 3, 2021
Previously
Investigation
Other
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(Unaudited) (In thousands)
Net sales
$
1,755,249
$
735
$
—
$
1,755,984
$
1,699,677
$
( 21,180 )
$
—
$
1,678,497
$
1,657,741
$
( 4,475 )
$
—
$
1,653,266
Cost of sales
1,614,014
1,619
—
1,615,633
1,556,579
933
—
1,557,512
1,521,151
( 2,951 )
—
1,518,200
Gross profit
141,235
( 884 )
—
140,351
143,098
( 22,113 )
—
120,985
136,590
( 1,524 )
—
135,066
Operating expenses:
Selling, general and administrative
58,967
—
—
58,967
61,142
—
—
61,142
57,438
—
—
57,438
Research and development
4,805
—
—
4,805
5,353
—
—
5,353
5,269
—
—
5,269
Restructuring and other
1,904
—
—
1,904
11,880
—
—
11,880
( 382 )
—
—
( 382 )
Total operating expenses
65,676
—
—
65,676
78,375
—
—
78,375
62,325
—
—
62,325
Operating income
75,559
( 884 )
—
74,675
64,723
( 22,113 )
—
42,610
74,265
( 1,524 )
—
72,741
Interest income
230
—
—
230
244
—
—
244
217
—
—
217
Interest expense
( 4,954 )
—
—
( 4,954 )
( 4,880 )
—
—
( 4,880 )
( 4,823 )
—
—
( 4,823 )
Other income (expense), net
1,867
—
2,900
4,767
6,143
—
( 2,900 )
3,243
29,258
—
—
29,258
Interest and other, net
( 2,857 )
—
2,900
43
1,507
—
( 2,900 )
( 1,393 )
24,652
—
—
24,652
Income before income taxes
72,702
( 884 )
2,900
74,718
66,230
( 22,113 )
( 2,900 )
41,217
98,917
( 1,524 )
—
97,393
Provision for income taxes
24,681
( 211 )
690
25,160
19,193
( 5,154 )
( 690 )
13,349
( 18,458 )
( 344 )
—
( 18,802 )
Net income
$
48,021
$
( 673 )
$
2,210
$
49,558
$
47,037
$
( 16,959 )
$
( 2,210 )
$
27,868
$
117,375
$
( 1,180 )
$
—
$
116,195
Net income per share:
Basic
$
0.74
$
( 0.01 )
$
0.03
$
0.76
$
0.72
$
( 0.26 )
$
( 0.03 )
$
0.43
$
1.79
$
( 0.01 )
$
—
$
1.78
Diluted
$
0.72
$
( 0.01 )
$
0.03
$
0.74
$
0.70
$
( 0.26 )
$
( 0.03 )
$
0.42
$
1.74
$
( 0.01 )
$
—
$
1.73
Six Months Ended
Nine Months Ended
April 3, 2021
July 3, 2021
Previously
Investigation
Other
As
Previously
Investigation
Other
As
Reported
Adjustments
Adjustments
Restated
Reported
Adjustments
Adjustments
Restated
(Unaudited) (In thousands)
Net sales
$
3,454,926
$
( 20,445 )
$
—
$
3,434,481
$
5,112,667
$
( 24,920 )
$
—
$
5,087,747
Cost of sales
3,170,593
2,552
—
3,173,145
4,691,744
( 399 )
—
4,691,345
Gross profit
284,333
( 22,997 )
—
261,336
420,923
( 24,521 )
—
396,402
Operating expenses:
Selling, general and administrative
120,109
—
—
120,109
177,547
—
—
177,547
Research and development
10,158
—
—
10,158
15,427
—
—
15,427
Restructuring and other
13,784
—
—
13,784
13,402
—
—
13,402
Total operating expenses
144,051
—
—
144,051
206,376
—
—
206,376
Operating income
140,282
( 22,997 )
—
117,285
214,547
( 24,521 )
—
190,026
Interest income
474
—
—
474
691
—
—
691
Interest expense
( 9,834 )
—
—
( 9,834 )
( 14,657 )
—
—
( 14,657 )
Other income (expense), net
8,010
—
—
8,010
37,268
—
—
37,268
Interest and other, net
( 1,350 )
—
—
( 1,350 )
23,302
—
—
23,302
Income before income taxes
138,932
( 22,997 )
—
115,935
237,849
( 24,521 )
—
213,328
Provision for income taxes
43,874
( 5,365 )
—
38,509
25,416
( 5,709 )
—
19,707
Net income
$
95,058
$
( 17,632 )
$
—
$
77,426
$
212,433
$
( 18,812 )
$
—
$
193,621
Net income per share:
Basic
$
1.46
$
( 0.27 )
$
—
$
1.19
$
3.25
$
( 0.29 )
$
—
$
2.96
Diluted
$
1.42
$
( 0.26 )
$
—
$
1.16
$
3.17
$
( 0.28 )
$
—
$
2.89
59
Table of Contents
Consolidated Statements of Cash Flows
The following table presents the impact of the financial statement adjustments on the Company’s previously reported Consolidated Statements of Cash Flows for the periods indicated below.
Three Months Ended
Six Months Ended
Nine Months Ended
January 2, 2021
April 3, 2021
July 3, 2021
Previously
Investigation
Other
Previously
Investigation
Other
Previously
Investigation
Other
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
Reported
Adjustments
Adjustments
As Restated
(Unaudited) (In thousands)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income
$
48,021
$
( 673 )
$
2,210
$
49,558
$
95,058
$
( 17,632 )
$
—
$
77,426
$
212,433
$
( 18,812 )
$
—
$
193,621
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization
27,635
—
—
27,635
54,831
—
—
54,831
82,204
—
—
82,204
Stock-based compensation expense
8,208
—
—
8,208
17,432
—
—
17,432
26,147
—
—
26,147
Deferred income taxes
3,447
( 279 )
690
3,858
13,641
( 4,854 )
—
8,787
32,142
( 5,196 )
—
26,946
Gain on sale of intellectual property
—
—
—
—
—
—
—
—
( 15,000 )
—
—
( 15,000 )
Gain on liquidation of foreign entity
—
—
—
—
—
—
—
—
( 8,263 )
—
—
( 8,263 )
Impairment of goodwill and other asset
—
—
—
—
—
—
—
—
—
—
—
—
Other, net
( 99 )
—
—
( 99 )
( 19 )
—
—
( 19 )
( 633 )
—
—
( 633 )
Changes in operating assets and liabilities, net of amounts acquired:
Accounts receivable
( 64,217 )
—
( 2,744 )
( 66,961 )
( 79,166 )
—
( 167 )
( 79,333 )
( 108,277 )
—
269
( 108,008 )
Contract assets
46,534
( 15,009 )
( 2,845 )
28,680
61,626
2,768
328
64,722
51,487
4,921
( 3,177 )
53,231
Inventories
42,282
15,187
—
57,469
75,303
15,187
—
90,490
( 22,606 )
15,187
—
( 7,419 )
Prepaid expenses and other assets
( 9,400 )
706
—
( 8,694 )
1,359
706
—
2,065
( 3,574 )
706
—
( 2,868 )
Accounts payable
( 66,657 )
—
—
( 66,657 )
( 99,525 )
—
—
( 99,525 )
61,524
—
—
61,524
Accrued liabilities
26,057
68
2,689
28,814
2,360
3,825
( 161 )
6,024
( 60,963 )
3,194
2,908
( 54,861 )
Cash provided by operating activities
$
61,811
$
—
$
—
$
61,811
$
142,900
$
—
$
—
$
142,900
$
246,621
$
—
$
—
$
246,621
60
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.