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

April 29, 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 April 29, 2019, Sanmina Corporation (the “Company”) issued a press release announcing financial results for its fiscal quarter ended March 30, 2019. 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits.

Exhibit No	Description
Exhibit 99.1	Earnings Press Release issued by Sanmina Corporation on April 29, 2019 (furnished herewith)

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:  April 29, 2019

3

EX-99.1

Exhibit 99.1

FINANCIAL NEWS

SANMINA REPORTS SECOND QUARTER FINANCIAL RESULTS

San Jose, CA — April 29, 2019.  Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), a leading integrated manufacturing solutions company, today reported financial results for the second quarter fiscal 2019 ended March 30, 2019.

“We exceeded our expectations for the quarter.  Revenue was stronger than anticipated driven by our teams’ excellent job in securing supply to catch up to demand.  Our ability to control our costs, drive efficiencies and leverage our operating model drove operating margins to 4.1 percent.  Non-GAAP EPS of $0.91 was up 9 percent sequentially and 81 percent over the second quarter of fiscal 2018.  Cash flow from operations was $105.7 million as our team made positive strides in reducing our inventory levels.   I am extremely pleased with the hard work and execution by our team in meeting our customers’ requirements,” stated Michael Clarke, Chief Executive Officer.

(In thousands, except per share data)	Q2:2019			Q1:2019			Q2:2018
Revenue	$	2,126,639		$	2,188,018		$	1,675,629
GAAP:
Operating income	$	78,115		$	77,543		$	48,774
Operating margin	3.7		%	3.5		%	2.9		%
Net income	$	40,885		$	37,952		$	24,632
Diluted earnings per share	$	0.57		$	0.54		$	0.33
Non-GAAP:(1)
Operating income	$	87,388		$	85,790		$	52,127
Operating margin	4.1		%	3.9		%	3.1		%
Net income	$	65,046		$	59,168		$	36,986
Diluted earnings per share	$	0.91		$	0.83		$	0.50

(1)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, all 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 furnished with this release.

Balance Sheet and Cash Flow

·Ending cash and cash equivalents: $405.5 million

·Cash flow from operations: $105.7 million

“Our strong results over the first six months of fiscal 2019 are a testament to our teams’ ability to provide value to our customers through our technical capabilities, market expertise and operational excellence.  We remain confident in our ability to drive profitable growth and positive cash flow from operations over the remainder of fiscal 2019,” added Mr. Clarke.

Third Quarter Fiscal 2019 Outlook

The following outlook is for the third fiscal quarter ending June 29, 2019.  These statements are forward-looking and actual results may differ materially.

·Revenue between $1.925 billion to $2.025 billion

·GAAP diluted earnings per share between $0.60 to $0.70

·Non-GAAP diluted earnings per share between $0.72 to $0.82

Company Conference Call Information

Sanmina will hold a conference call to review its financial results for the second quarter on Monday, April 29, 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 2839978.

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, cloud solutions, industrial, defense, medical 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 third quarter fiscal 2019 results and expectations for the remainder of fiscal 2019, 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)

	March 30,		September 29,
	2019		2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	405,494	$	419,528
Accounts receivable, net	1,312,887		1,177,219
Contract assets	401,705		—
Inventories	1,006,548		1,374,004
Prepaid expenses and other current assets	48,454		43,676
Total current assets	3,175,088		3,014,427
Property, plant and equipment, net	639,901		642,913
Deferred tax assets	312,081		344,124
Other	79,617		83,669
Total assets	$	4,206,687	$	4,085,133
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,439,397	$	1,547,399
Accrued liabilities	208,839		136,427
Accrued payroll and related benefits	126,932		124,748
Short-term debt, including current portion of long-term debt	643,360		593,321
Total current liabilities	2,418,528		2,401,895
Long-term liabilities:
Long-term debt	—		14,346
Other	207,440		196,048
Total long-term liabilities	207,440		210,394
Stockholders’ equity	1,580,719		1,472,844
Total liabilities and stockholders’ equity	$	4,206,687	$	4,085,133

Condensed Consolidated Statements of Income

(in thousands, except per share amounts)

(GAAP)

(Unaudited)

	Three Months Ended						Six Months Ended
	March 30,			March 31,			March 30,			March 31,
	2019			2018			2019			2018
Net sales	$	2,126,639		$	1,675,629		$	4,314,657		$	3,420,429
Cost of sales	1,973,537			1,560,931			4,012,218			3,196,265
Gross profit	153,102			114,698			302,439			224,164
Operating expenses:
Selling, general and administrative	64,186			65,384			127,214			128,987
Research and development	7,599			8,221			14,036			15,836
Restructuring and other costs	3,202			(7,681		)	5,531			16,779
Total operating expenses	74,987			65,924			146,781			161,602
Operating income	78,115			48,774			155,658			62,562
Interest income	364			287			558			572
Interest expense	(8,472		)	(6,826		)	(16,743		)	(13,040		)
Other income (expense), net	(891		)	(483		)	(6,885		)	2,747
Interest and other, net	(8,999		)	(7,022		)	(23,070		)	(9,721		)
Income before income taxes	69,116			41,752			132,588			52,841
Provision for income taxes	28,231			17,120			53,751			183,119
Net income (loss)	$	40,885		$	24,632		$	78,837		$	(130,278	)
Basic income (loss) per share	$	0.59		$	0.35		$	1.15		$	(1.83	)
Diluted income (loss) per share	$	0.57		$	0.33		$	1.11		$	(1.83	)
Weighted-average shares used in computing per share amounts:
Basic	68,821			70,441			68,556			71,096
Diluted	71,446			73,582			71,162			71,096

Reconciliation of GAAP to Non-GAAP Measures

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	March 30,			Dec. 29,			March 31,
	2019			2018			2018
GAAP Operating Income	$	78,115		$	77,543		$	48,774
GAAP operating margin	3.7		%	3.5		%	2.9		%
Adjustments:
Stock compensation expense (1)	6,626			5,816			10,295
Amortization of intangible assets	190			636			1,812
Distressed customer charges (2)	(555		)	(344		)	(163		)
Restructuring costs	3,012			2,139			(8,591		)
Non-GAAP Operating Income	$	87,388		$	85,790		$	52,127
Non-GAAP operating margin	4.1		%	3.9		%	3.1		%
GAAP Net Income	$	40,885		$	37,952		$	24,632
Adjustments:
Operating income adjustments (see above)	9,273			8,247			3,353
Adjustments for taxes (3)	14,888			12,969			9,001
Non-GAAP Net Income	$	65,046		$	59,168		$	36,986
GAAP Net Income Per Share:
Basic	$	0.59		$	0.56		$	0.35
Diluted	$	0.57		$	0.54		$	0.33
Non-GAAP Net Income Per Share:
Basic	$	0.95		$	0.87		$	0.53
Diluted	$	0.91		$	0.83		$	0.50
Weighted-average shares used in computing per share amounts:
Basic	68,821			68,303			70,441
Diluted	71,446			70,901			73,582

(1) Stock compensation expense was as follows:
Cost of sales	$	2,582		$	1,735		$	1,851
Selling, general and administrative	3,939			3,990			8,388
Research and development	105			91			56
Total	$	6,626		$	5,816		$	10,295
(2) Relates to recovery of previously written-off inventory and bad debt associated with distressed customers.
(3) GAAP provision for income taxes	$	28,231		$	25,520		$	17,120
Adjustments:
Tax impact of operating income adjustments	189			168			125
Discrete tax items	(3,741		)	2,127			(2,552		)
Other deferred tax adjustments	(11,336		)	(15,264		)	(6,574		)
Subtotal - adjustments for taxes	(14,888		)	(12,969		)	(9,001		)
Non-GAAP provision for income taxes	$	13,343		$	12,551		$	8,119

Q3 FY19 Earnings Per Share Outlook:	Q3 FY19 EPS Range
	Low		High
GAAP diluted earnings per share	$	0.60	$	0.70
Stock compensation expense	$	0.12	$	0.12
Non-GAAP diluted earnings per share	$	0.72	$	0.82

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.