8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

January 22, 2019

Date of Report (Date of earliest event reported)

SANMINA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-21272	77-0228183
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2700 North First Street

San Jose, California 95134

(Address of principal executive offices)

(408) 964-3500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter)

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 28, 2019, Sanmina Corporation (the “Company”) issued a press release announcing financial results for its fiscal quarter ended December 29, 2018. The press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information set forth in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.  In addition, the information in this report shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On January 22, 2019, David R. Anderson, Chief Financial Officer of the Company, notified the Company that he plans to retire. Mr. Anderson will continue in his current role until a successor is named and then will remain with the Company in an advisory role until March 27, 2020 to ensure a smooth transition. Mr. Anderson’s planned retirement is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The press release announcing Mr.  Anderson’s plan to retire is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits.

Exhibit No	Description
Exhibit 99.1	Earnings Press Release issued by Sanmina Corporation on January 28, 2019 (furnished herewith)
Exhibit 99.2	Press Release issued by Sanmina Corporation on January 28, 2019 announcing retirement of Chief Financial Officer

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	SANMINA CORPORATION
	By:	/s/ David R. Anderson
		David R. Anderson
		Executive Vice President and Chief Financial Officer
Date:  January 28, 2019

3

EX-99.1

Exhibit 99.1

FINANCIAL NEWS

SANMINA REPORTS FIRST QUARTER FINANCIAL RESULTS

San Jose, CA — January 28, 2019.  Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), a leading integrated manufacturing solutions company, today reported financial results for the first quarter fiscal 2019 ended December 29, 2018.

“We delivered revenue of $2.19 billion, up 16.6 percent sequentially, operating margin expanded 80 basis points from last quarter to 3.9 percent and earnings per share were up 40 percent to $0.83 compared to the prior quarter.  Our first quarter financial performance reflects solid momentum across all of our end-markets,” stated Michael Clarke, Chief Executive Officer.

(In thousands, except per share data)	Q1:2019			Q4:2018			Q1:2018
Revenue	$	2,188,018		$	1,876,335		$	1,744,800
GAAP:
Operating income	$	77,543		$	9,819		$	13,788
Operating margin	3.5		%	0.5		%	0.8		%
Net income (loss)	$	37,952		$	782		$	(154,910	)
Earnings (loss) per share	$	0.54		$	0.01		$	(2.16	) (1)
Non-GAAP:(2)
Operating income	$	85,790		$	58,749		$	47,459
Operating margin	3.9		%	3.1		%	2.7		%
Net income	$	59,168		$	42,546		$	36,468
Diluted earnings per share	$	0.83		$	0.60		$	0.48

(1)The first quarter of 2018 GAAP loss per share includes a non-cash tax charge of $2.27 per share as a result of the U.S. Tax Cuts & Jobs Act.

(2)Non-GAAP financial measures, exclude charges or gains relating to: stock-based compensation expenses, restructuring costs (including employee severance and benefits costs and charges related to excess facilities and assets), acquisition and integration costs (consisting of costs associated with the acquisition and integration of acquired businesses into our operations), impairment charges for goodwill and other assets, amortization expense and charges associated with distressed customers, litigation settlements, gains and losses on sales of assets and redemptions of debt, deferred tax and discrete tax items to the extent material in the applicable period.   See Schedule 1 below for more information regarding our use of non-GAAP financial measures, including the economic substance behind each exclusion, the manner in which management uses non-GAAP measures to conduct and evaluate the business, the material limitations associated with using such measures and the manner in which management compensates for such limitations. A reconciliation of the non-GAAP results contained in this release to their most directly comparable GAAP measures is included in the financial statements contained in this release.

Balance Sheet and Cash Flow

·Ending cash and cash equivalents: $409.3 million

·Cash flow from operations: $(78.4) million

“Looking ahead, our customer base and pipeline remain solid.   Based on our solid first quarter results and with our outlook for the second quarter, we are confident we will profitably grow revenue and strengthen our financial results in fiscal 2019,” stated Clarke.

Second Quarter Fiscal 2019 Outlook

The following outlook is for the second fiscal quarter ending March 30, 2019.  These statements are forward-looking and actual results may differ materially.

·Revenue between $1.9 billion to $2.0 billion

·GAAP diluted earnings per share between $0.59 to $0.69, including stock-based compensation expense of $0.11

·Non-GAAP diluted earnings per share between $0.70 to $0.80

Company Conference Call Information

Sanmina will hold a conference call to review its financial results for the first quarter on Monday, January 28, 2019 at 5:00 p.m. ET (2:00 p.m. PT).  The access numbers are: domestic 877-273-6760 and international 706-634-6605. The conference will also be webcast live over the Internet.  You can log on to the live webcast at www.sanmina.com.  Additional information in the form of a slide presentation is available on Sanmina’s website at www.sanmina.com.  A replay of the conference call will be available for 48-hours.  The access numbers are: domestic 855-859-2056 and international 404-537-3406, access code is 5289284.

About Sanmina

Sanmina Corporation is a leading integrated manufacturing solutions provider serving the fastest growing segments of the global Electronics Manufacturing Services (EMS) market. Recognized as a technology leader, Sanmina provides end-to-end manufacturing solutions, delivering superior quality and support to Original Equipment Manufacturers (OEMs) primarily in the communications networks, storage, industrial, defense, medical, energy and industries that include embedded computing technologies such as point of sale devices, casino gaming and automotive. Sanmina has facilities strategically located in key regions throughout the world. More information about the Company is available at www.sanmina.com.

Sanmina Safe Harbor Statement

Certain statements contained in this press release, including the Company’s outlook for the second quarter fiscal 2019 results, constitute forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in these statements as a result of a number of factors, including adverse changes to the key markets we target; significant uncertainties that can cause our future sales and net income to be variable; reliance on a small number of customers for a substantial portion of our sales; risks arising from our international operations; and the other factors set forth in the Company’s annual and quarterly reports filed with the Securities Exchange Commission (“SEC”).

The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this earnings release, the conference call or the Investor Relations section of our website whether as a result of new information, future events or otherwise, unless otherwise required by law.

Sanmina Contact

Paige Bombino

Vice President, Investor Relations

408-964-3610

Press Release Financials	SANMINA
	2700 North First Street
	San Jose, CA 95134
	Tel: 408-964-3610

Condensed Consolidated Balance Sheets

(in thousands)

(GAAP)

	December 29,		September 29,
	2018		2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	409,290	$	419,528
Accounts receivable, net	1,344,536		1,177,219
Contract assets	419,484		—
Inventories	1,054,166		1,374,004
Prepaid expenses and other current assets	46,296		43,676
Total current assets	3,273,772		3,014,427
Property, plant and equipment, net	643,518		642,913
Deferred tax assets	323,931		344,124
Other	75,632		83,669
Total assets	$	4,316,853	$	4,085,133
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,531,927	$	1,547,399
Accrued liabilities	215,215		136,427
Accrued payroll and related benefits	117,631		124,748
Short-term debt, including current portion of long-term debt	708,362		593,321
Total current liabilities	2,573,135		2,401,895
Long-term liabilities:
Long-term debt	14,361		14,346
Other	196,740		196,048
Total long-term liabilities	211,101		210,394
Stockholders’ equity	1,532,617		1,472,844
Total liabilities and stockholders’ equity	$	4,316,853	$	4,085,133

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(GAAP)

(Unaudited)

	Three Months Ended
	Dec. 29,			Dec. 30,
	2018			2017
Net sales	$	2,188,018		$	1,744,800
Cost of sales	2,038,681			1,635,334
Gross profit	149,337			109,466
Operating expenses:
Selling, general and administrative	63,028			63,603
Research and development	6,437			7,615
Restructuring and other costs	2,329			24,460
Total operating expenses	71,794			95,678
Operating income	77,543			13,788
Interest income	194			285
Interest expense	(8,271		)	(6,214		)
Other income (expense), net	(5,994		)	3,230
Interest and other, net	(14,071		)	(2,699		)
Income before income taxes	63,472			11,089
Provision for income taxes	25,520			165,999
Net income (loss)	$	37,952		$	(154,910	)
Basic income (loss) per share	$	0.56		$	(2.16	)
Diluted income (loss) per share	$	0.54		$	(2.16	)
Weighted-average shares used in computing per share amounts:
Basic	68,303			71,605
Diluted	70,901			71,605

Reconciliation of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	Dec. 29,			Sep. 29,			Dec. 30,
	2018			2018			2017
GAAP Operating Income	$	77,543		$	9,819		$	13,788
GAAP operating margin	3.5		%	0.5		%	0.8		%
Adjustments:
Stock compensation expense (1)	5,816			4,127			8,642
Amortization of intangible assets	636			1,092			1,820
Distressed customer charges (2)	(344		)	(73		)	(333		)
Restructuring costs	2,139			13,174			23,542
Goodwill and other asset impairments	—			30,610			—
Non-GAAP Operating Income	$	85,790		$	58,749		$	47,459
Non-GAAP operating margin	3.9		%	3.1		%	2.7		%
GAAP Net Income (Loss)	$	37,952		$	782		$	(154,910	)
Adjustments:
Operating income adjustments (see above)	8,247			48,930			33,671
Litigation settlements (3)	—			(475		)	(287		)
Adjustments for taxes (4)	12,969			(6,691		)	157,994
Non-GAAP Net Income	$	59,168		$	42,546		$	36,468
GAAP Net Income (Loss) Per Share:
Basic	$	0.56		$	0.01		$	(2.16	)
Diluted	$	0.54		$	0.01		$	(2.16	)
Non-GAAP Net Income Per Share:
Basic	$	0.87		$	0.62		$	0.51
Diluted	$	0.83		$	0.60		$	0.48
Weighted-average shares used in computing GAAP per share amounts:
Basic	68,303			68,236			71,605
Diluted	70,901			71,500			71,605
Weighted-average shares used in computing non-GAAP per share amounts:
Basic	68,303			68,236			71,605
Diluted	70,901			71,500			75,485

(1) Stock compensation expense was as follows:

Cost of sales	$	1,735	$	1,833		$	2,448
Selling, general and administrative	3,990		3,164			6,164
Research and development	91		(870		)	30
Total	$	5,816	$	4,127		$	8,642

(2) Relates to recovery of previously written-off inventory and bad debt associated with distressed customers.

(3) Represents cash received in connection with certain litigation settlements

(4) GAAP provision for income taxes	$	25,520		$	2,648	$	165,999
Adjustments:
Tax impact of operating income adjustments	168			990		656
Discrete tax items	2,127			177		700
Other deferred tax adjustments	(15,264		)	4,220		3,050
Impact of US Tax Reform	—			1,304		(162,400		)
Subtotal - adjustments for taxes	(12,969		)	6,691		(157,994		)
Non-GAAP provision for income taxes	$	12,551		$	9,339	$	8,005

Schedule I

The commentary and financial information above includes non-GAAP measures of operating income, operating margin, net income and earnings per share.  Management excludes from these measures stock-based compensation, restructuring, acquisition and integration expenses, impairment charges, amortization charges and other infrequent items, as adjusted for taxes, to the extent material or which we consider to be of a non-operational nature in the applicable period, and as more fully described below.

Management excludes these items principally because such charges are not directly related to the Company’s ongoing core business operations. We use such non-GAAP measures in order to (1) make more meaningful period-to-period comparisons of Company’s operations, both internally and externally, (2) guide management in assessing the performance of the business, internally allocating resources and making decisions in furtherance of Company’s strategic plan, (3) provide investors with a better understanding of how management plans and measures the business and (4) provide investors with a better understanding of the ongoing, core business. The material limitations to management’s approach include the fact that the charges and expenses excluded are nonetheless charges required to be recognized under GAAP and, in some cases, consume cash which reduces the Company’s liquidity. Management compensates for these limitations primarily by reviewing GAAP results to obtain a complete picture of the Company’s performance and by including a reconciliation of non-GAAP results back to GAAP in its earnings releases.

Additional information regarding the economic substance of each exclusion, management’s use of the resultant non-GAAP measures, the material limitations of management’s approach and management’s methods for compensating for such limitations is provided below.

Stock-based Compensation Expense, which consists of non-cash charges for the estimated fair value of stock options and unvested restricted stock units granted to employees, is excluded in order to permit more meaningful period-to-period comparisons of the Company’s results since the Company grants different amounts and value of stock options in each quarter. In addition, given the fact that competitors grant different amounts and types of equity award and may use different option valuation assumptions, excluding stock-based compensation permits more accurate comparisons of the Company’s core results with those of its competitors.

Restructuring, Acquisition and Integration Expenses, which consist of severance, lease termination, exit costs and other charges primarily related to closing and consolidating manufacturing facilities and those associated with the acquisition and integration of acquired businesses, are excluded because such charges (1) can be driven by the timing of acquisitions which are difficult to predict, (2) are not directly related to ongoing business results and (3) do not reflect expected future operating expenses. In addition, given the fact that the Company’s competitors complete acquisitions and adopt restructuring plans at different times and in different amounts than the Company, excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors. Items excluded by the Company may be different from those excluded by the Company’s competitors and restructuring and integration expenses include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Therefore, management also reviews GAAP results including these amounts.

Impairment Charges, which consist of non-cash charges, are excluded because such charges are non-recurring and do not reduce the Company’s liquidity. In addition, given the fact that the Company’s competitors may record impairment charges at different times, excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors.

Amortization Charges, which consist of non-cash charges impacted by the timing and magnitude of acquisitions of businesses or assets, are also excluded because such charges do not reduce the Company’s liquidity. In addition, such charges can be driven by the timing of acquisitions, which is difficult to predict. Excluding these charges permits more accurate comparisons of the Company’s core results with those of its competitors because the Company’s competitors complete acquisitions at different times and for different amounts than the Company.

Other Infrequent Items, which consist of other infrequent or unusual items (including charges associated with distressed customers, litigation settlements and gains and losses on sales of assets and redemptions of debt), to the extent material or non-operational in nature, are excluded because such items are typically non-recurring, difficult to predict or not directly related to the Company’s ongoing core operations. However, items excluded by the Company may be different from those excluded by the Company’s competitors. In addition, these expenses include both cash and non-cash expenses. Cash expenses reduce the Company’s liquidity. Management compensates for these limitations by reviewing GAAP results including these amounts.

Adjustments for Taxes, which consist of the tax effects of the various adjustments that we include in our non-GAAP measures, and adjustments related to deferred tax and discrete tax items.  Including these adjustments permits more accurate comparisons of the Company’s core results with those of its competitors. We determine the tax adjustments based upon the various applicable effective tax rates.  In those jurisdictions where we do not expect to realize a tax cost or benefit (due to a history of operating losses or other factors), a reduced tax rate is applied.

EX-99.2

Exhibit 99.2

NEWS

SANMINA’S CFO DAVID ANDERSON ANNOUNCES PLANS TO RETIRE

San Jose, CA — January 28, 2019.  Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM) announced that Chief Financial Officer, David Anderson, plans to retire from his role to spend more time with his family.  Anderson’s career with the company spans 17 years.  David joined Sanmina in 2002 and has held various financial positions becoming CFO in 2017. To ensure a smooth transition, Anderson will continue in his role as Chief Financial Officer until a successor is named, and then will move to an advisory role until March 27, 2020.  Sanmina has started a search for his successor.

“David leaves behind an outstanding record as a corporate leader, as a finance executive and as a mentor to countless people with whom he has worked during his 17 years,” said Jure Sola, Executive Chairman. “David has played a significant role in driving financial and operational improvements across the organization with unwavering integrity and commitment to strong financial controls.”

“I have worked with David for a number of years during my prior time at Sanmina, as a board member and as current CEO and his financial expertise, business acumen and strategic insight is second to none.  David has been a driving force in setting up the organization for success and he will be missed.  I thank David for his continued support while we find his replacement,” stated Michael Clarke, Chief Executive Officer.

“It has been a privilege to work alongside this talented and dedicated Sanmina team,” said David Anderson. “I am proud of the significant achievements of the Sanmina team. I know that the team will continue to focus on creating value for Sanmina’s customers, suppliers, employees and shareholders under Michael’s & Jure’s leadership. I am committed to ensuring a smooth transition to the new CFO and I thank Jure, Michael, Sanmina’s Board and all of Sanmina’s employees, both past and present, for all their support during my tenure with the Company.”

About Sanmina

Sanmina Corporation is a leading integrated manufacturing solutions provider serving the fastest growing segments of the global Electronics Manufacturing Services (EMS) market. Recognized as a technology leader, Sanmina provides end-to-end manufacturing solutions, delivering superior quality and support to Original Equipment Manufacturers (OEMs) primarily in the communications networks, storage, industrial, defense, medical, energy and industries that include embedded computing technologies such as point of sale devices, casino gaming and automotive. Sanmina has facilities strategically located in key regions throughout the world. More information about the Company is available at www.sanmina.com.

Sanmina Contact

Paige Bombino

Vice President, Investor Relations

408-964-3610