8-K
SANMINA CORP (SANM)
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
(July 28, 2025)
Date of Report (date of earliest event reported)
SANMINA CORPORATION
(Exact name of registrant as specified in its charter)
| DE | 0-21272 | 77-0228183 | ||||||
|---|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | 2700 North First Street | |||||
| --- | --- | --- | --- | --- | ||||
| San Jose, | CA | 95134 | ||||||
| (Address of principal executive offices, including zip code) | ||||||||
| (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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | SANM | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 28, 2025, Sanmina Corporation (the “Company”) issued the press release attached as Exhibit 99.1 announcing unaudited financial results for its fiscal quarter ended June 28, 2025.
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 Item 2.02 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 |
|---|---|
| 99.1 | Press Release issued by Sanmina Corporation on July 28, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant to the Requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SANMINA CORPORATION | |||
|---|---|---|---|
| By: | /s/ JONATHAN FAUST | ||
| Jonathan Faust | |||
| Executive Vice President and Chief Financial Officer | |||
| Date: | July 28, 2025 |
Document
Exhibit 99.1
| FINANCIAL NEWS |
|---|
Sanmina Reports Third Quarter Fiscal 2025 Financial Results
San Jose, CA – July 28, 2025. Sanmina Corporation (“Sanmina” or the “Company”) (NASDAQ: SANM), a leading integrated manufacturing solutions company, today reported financial results for the third quarter ended June 28, 2025 and outlook for its fourth fiscal quarter ending September 27, 2025.
| Third Quarter Fiscal 2025 Financial Highlights<br><br>•Revenue: $2.04 billion<br><br>•GAAP operating margin: 4.7%<br><br>•GAAP diluted EPS: $1.26<br><br>•Non-GAAP(1) operating margin: 5.7%<br><br>•Non-GAAP(1) diluted EPS: $1.53 |
|---|
| Additional Highlights<br><br>•Cash flow from operations: $201 million<br><br>•Free cash flow(2): $168 million<br><br>•Share repurchases: 0.2 million shares for $13 million<br><br>•Ending cash and cash equivalents: $798 million |
(1)See Schedule 1 below for information regarding the items excluded from and our use of non-GAAP financial measures. A reconciliation of the non-GAAP financial information contained in this release to their most directly comparable GAAP measures is included in the financial statements furnished with this release.
(2)See Condensed Consolidated Cash Flow Statement included in the financial statements furnished with this release.
“Our focused execution and operating discipline yielded solid third quarter financial results. Revenue, non-GAAP gross margin, and non-GAAP diluted earnings per share exceeded our outlook. We continue to benefit from operational efficiencies and a favorable business mix as reflected in our healthy operating margin and robust cash generation," stated Jure Sola, Chairman and Chief Executive Officer.
“Our customer base and pipeline of new opportunities continue to grow. Based on what we are seeing from our customers and new program wins, we are confident in our ability to deliver solid fourth quarter and fiscal year results with momentum continuing into fiscal 2026,” concluded Sola.
Fourth Quarter Fiscal 2025 Outlook
The following outlook is for the fourth fiscal quarter ending September 27, 2025. These statements are forward-looking and actual results may differ materially.
•Revenue between $2.0 billion to $2.1 billion
•GAAP diluted earnings per share between $1.21 to $1.31
•Non-GAAP diluted earnings per share between $1.52 to $1.62
Safe Harbor Statement
The statements above including our financial outlook for the fourth quarter fiscal 2025 and expectations for growth in fiscal 2025 generally, 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, including uncertainties related to trade policy; reliance on a small number of
customers for a substantial portion of our sales; risks arising from our international operations; geopolitical uncertainty, and the other risk factors set forth in the Company's annual and quarterly reports filed with the Securities Exchange Commission.
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.
Company Conference Call Information
Sanmina will hold a conference call to review its financial results for the third quarter and outlook for the fourth quarter of fiscal 2025 on Monday, July 28, 2025 at 5:00 p.m. ET (2:00 p.m. PT). The access numbers are: domestic 800-836-8184 and international 646-357-8785. The conference call will also be webcast live over the Internet. You can log on to the live webcast at Q3'25 Earnings. 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 888-660-6345 and international 646-517-4150, access code is 81604#.
About Sanmina
Sanmina Corporation, a Fortune 500 company, 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 industrial, medical, defense and aerospace, automotive, communications networks and cloud infrastructure markets. 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 Melching
SVP, Investor Communications
408-964-3610
| Sanmina Corporation | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Balance Sheets | ||||||||||
| (in thousands) | ||||||||||
| (GAAP) | ||||||||||
| (Unaudited) | ||||||||||
| June 28,<br>2025 | September 28,<br>2024 | |||||||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | $ | 797,878 | $ | 625,860 | ||||||
| Accounts receivable, net | 1,379,287 | 1,337,562 | ||||||||
| Contract assets | 411,707 | 384,077 | ||||||||
| Inventories | 1,589,807 | 1,443,629 | ||||||||
| Prepaid expenses and other current assets | 123,204 | 79,301 | ||||||||
| Total current assets | 4,301,883 | 3,870,429 | ||||||||
| Property, plant and equipment, net | 629,504 | 616,067 | ||||||||
| Deferred income tax assets | 154,174 | 160,703 | ||||||||
| Other assets | 136,195 | 175,646 | ||||||||
| Total assets | $ | 5,221,756 | $ | 4,822,845 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||
| Current liabilities: | ||||||||||
| Accounts payable | $ | 1,432,535 | $ | 1,441,984 | ||||||
| Accrued liabilities | 110,763 | 132,513 | ||||||||
| Deferred revenue and customer advances | 525,144 | 215,553 | ||||||||
| Accrued payroll and related benefits | 161,848 | 133,129 | ||||||||
| Short-term debt, including current portion of long-term debt | 17,500 | 17,500 | ||||||||
| Total current liabilities | 2,247,790 | 1,940,679 | ||||||||
| Long-term liabilities: | ||||||||||
| Long-term debt | 287,183 | 299,823 | ||||||||
| Other liabilities | 211,927 | 220,835 | ||||||||
| Total long-term liabilities | 499,110 | 520,658 | ||||||||
| Stockholders' equity | 2,474,856 | 2,361,508 | ||||||||
| Total liabilities and stockholders' equity | $ | 5,221,756 | $ | 4,822,845 | ||||||
| Sanmina Corporation | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Condensed Consolidated Statements of Income | ||||||||||
| (in thousands, except per share amounts) | ||||||||||
| (GAAP) | ||||||||||
| (Unaudited) | ||||||||||
| Three Months Ended | Nine Months Ended | |||||||||
| June 28,<br>2025 | June 29,<br>2024 | June 28,<br>2025 | June 29,<br>2024 | |||||||
| Net sales | $ | 2,041,562 | $ | 1,841,430 | $ | 6,031,990 | $ | 5,550,823 | ||
| Cost of sales | 1,860,512 | 1,687,891 | 5,506,790 | 5,081,687 | ||||||
| Gross profit | 181,050 | 153,539 | 525,200 | 469,136 | ||||||
| Operating expenses: | ||||||||||
| Selling, general and administrative | 69,542 | 61,720 | 216,700 | 195,704 | ||||||
| Research and development | 8,078 | 7,659 | 22,418 | 20,271 | ||||||
| Acquisition and integration costs | 7,080 | — | 7,080 | — | ||||||
| Restructuring | 473 | 1,793 | 2,899 | 7,257 | ||||||
| Total operating expenses | 85,173 | 71,172 | 249,097 | 223,232 | ||||||
| Operating income | 95,877 | 82,367 | 276,103 | 245,904 | ||||||
| Interest income | 4,200 | 2,572 | 11,319 | 9,641 | ||||||
| Interest expense | (4,981) | (7,506) | (14,961) | (24,136) | ||||||
| Other income (expense), net | (3,686) | (2,795) | (6,370) | (652) | ||||||
| Interest and other, net | (4,467) | (7,729) | (10,012) | (15,147) | ||||||
| Income before income taxes | 91,410 | 74,638 | 266,091 | 230,757 | ||||||
| Provision for income taxes | 18,522 | 19,900 | 51,804 | 60,346 | ||||||
| Net income before noncontrolling interest | 72,888 | 54,738 | 214,287 | 170,411 | ||||||
| Less: Net income attributable to noncontrolling interest | 4,272 | 3,136 | 16,460 | 9,256 | ||||||
| Net income attributable to common shareholders | $ | 68,616 | $ | 51,602 | $ | 197,827 | $ | 161,155 | ||
| Net income attributable to common shareholders per share: | ||||||||||
| Basic | $ | 1.28 | $ | 0.93 | $ | 3.66 | $ | 2.88 | ||
| Diluted | $ | 1.26 | $ | 0.91 | $ | 3.58 | $ | 2.82 | ||
| Weighted-average shares used in computing per share amounts: | ||||||||||
| Basic | 53,614 | 55,466 | 54,074 | 55,862 | ||||||
| Diluted | 54,493 | 56,711 | 55,285 | 57,216 | ||||||
| Sanmina Corporation | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Reconciliation of GAAP to Non-GAAP Measures | ||||||||||
| (in thousands, except per share amounts) | ||||||||||
| (Unaudited) | ||||||||||
| Three Months Ended | ||||||||||
| June 28,<br>2025 | March 29,<br>2025 | June 29,<br>2024 | ||||||||
| GAAP Operating income | $ | 95,877 | $ | 91,616 | $ | 82,367 | ||||
| GAAP Operating margin | 4.7 | % | 4.6 | % | 4.5 | % | ||||
| Adjustments: | ||||||||||
| Stock compensation expense (1) | 16,081 | 15,790 | 14,682 | |||||||
| Distressed customer charges (recoveries) (2) | — | 159 | (2,500) | |||||||
| Acquisition and integration costs | 7,080 | — | — | |||||||
| Restructuring and other (3) | (3,335) | 3,081 | 2,293 | |||||||
| Non-GAAP Operating income | $ | 115,703 | $ | 110,646 | $ | 96,842 | ||||
| Non-GAAP Operating margin | 5.7 | % | 5.6 | % | 5.3 | % | ||||
| GAAP Net income attributable to common shareholders | $ | 68,616 | $ | 64,208 | $ | 51,602 | ||||
| Adjustments: | ||||||||||
| Operating income adjustments (see above) | 19,826 | 19,030 | 14,475 | |||||||
| Adjustments for taxes (4) | (4,849) | (5,201) | 4,751 | |||||||
| Non-GAAP Net income attributable to common shareholders | $ | 83,593 | $ | 78,037 | $ | 70,828 | ||||
| GAAP Net income attributable to common shareholders per share: | ||||||||||
| Basic | $ | 1.28 | $ | 1.18 | $ | 0.93 | ||||
| Diluted | $ | 1.26 | $ | 1.16 | $ | 0.91 | ||||
| Non-GAAP Net income attributable to common shareholders per share: | ||||||||||
| Basic | $ | 1.56 | $ | 1.43 | $ | 1.28 | ||||
| Diluted | $ | 1.53 | $ | 1.41 | $ | 1.25 | ||||
| Weighted-average shares used in computing per share amounts: | ||||||||||
| Basic | 53,614 | 54,405 | 55,466 | |||||||
| Diluted | 54,493 | 55,511 | 56,711 | |||||||
| (1) | Stock compensation expense | |||||||||
| Cost of sales | $ | 4,956 | $ | 4,931 | $ | 4,327 | ||||
| Selling, general and administrative | 10,811 | 10,580 | 10,082 | |||||||
| Research and development | 314 | 279 | 273 | |||||||
| Total | $ | 16,081 | $ | 15,790 | $ | 14,682 | ||||
| (2) | Relates to accounts receivable and inventory write-downs or recoveries associated with distressed customers. | |||||||||
| (3) | Q3'25 includes gain on sale of building recognized during the quarter. | |||||||||
| (4) | Adjustments for taxes include the tax effects of the various adjustments we exclude from our non-GAAP measures, and adjustments related to deferred tax and discrete tax items. | |||||||||
| Q4 FY25 Earnings Per Share Outlook*: | Q4 FY25 EPS Range | |||||||||
| --- | --- | --- | --- | --- | --- | |||||
| Low | High | |||||||||
| GAAP diluted earnings per share | $ | 1.21 | $ | 1.31 | ||||||
| Stock compensation expense | $ | 0.31 | $ | 0.31 | ||||||
| Non-GAAP diluted earnings per share | $ | 1.52 | $ | 1.62 | ||||||
| * Due to uncertainty regarding the timing of recognition of restructuring, acquisition and integration expenses, impairment charges and other unusual or infrequent items, if any, that could be incurred during the fourth quarter of FY25, an estimate of such items is not included in the outlook for Q4 FY25 GAAP EPS. | ||||||||||
| Sanmina Corporation | ||||||||||
| --- | --- | --- | --- | |||||||
| Condensed Consolidated Cash Flow | ||||||||||
| (in thousands) | ||||||||||
| (GAAP) | ||||||||||
| (Unaudited) | ||||||||||
| Three Months Ended | Nine Months Ended | |||||||||
| June 28,<br>2025 | June 29,<br>2024 | June 28,<br>2025 | June 29,<br>2024 | |||||||
| Net income before noncontrolling interest | $ | 72,888 | $ | 54,738 | $ | 214,287 | $ | 170,411 | ||
| Depreciation | 29,760 | 29,764 | 89,813 | 90,764 | ||||||
| Other, net | 13,836 | 19,708 | 48,911 | 56,527 | ||||||
| Net change in net working capital | 84,298 | (14,211) | 68,567 | (29,361) | ||||||
| Cash provided by operating activities | 200,782 | 89,999 | 421,578 | 288,341 | ||||||
| Purchases of investments | (60) | (600) | (14,700) | (1,900) | ||||||
| Proceeds from sales of investments | — | — | 49,309 | — | ||||||
| Net purchases of property, plant and equipment | (32,604) | (22,772) | (80,172) | (86,599) | ||||||
| Cash used in investing activities | (32,664) | (23,372) | (45,563) | (88,499) | ||||||
| Net share repurchases | (13,491) | (54,461) | (113,944) | (162,066) | ||||||
| Net borrowing activities | (4,375) | (4,375) | (13,125) | (21,570) | ||||||
| Payments for tax withholding on stock-based compensation | (892) | (168) | (38,547) | (25,659) | ||||||
| Cash used in financing activities | (18,758) | (59,004) | (165,616) | (209,295) | ||||||
| Effect of exchange rate changes | 1,640 | (772) | 1,461 | (408) | ||||||
| Net change in cash, cash equivalents & restricted cash equivalents | $ | 151,000 | $ | 6,851 | $ | 211,860 | $ | (9,861) | ||
| Free cash flow: | ||||||||||
| Cash provided by operating activities | $ | 200,782 | $ | 89,999 | $ | 421,578 | $ | 288,341 | ||
| Net purchases of property & equipment | (32,604) | (22,772) | (80,172) | (86,599) | ||||||
| $ | 168,178 | $ | 67,227 | $ | 341,406 | $ | 201,742 |
Schedule 1
The statements above and financial information provided in this earnings release include 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 unusual or infrequent items, as adjusted for taxes, as more fully described below.
Management excludes these items principally because such charges or benefits 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 the 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 our ongoing, core business. The material limitations to management’s approach include the fact that the charges, benefits and expenses excluded are nonetheless charges, benefits and expenses 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 to GAAP results 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 equity awards granted to employees and directors, 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 equity awards each quarter. In addition, given the fact that competitors grant different amounts and types of equity awards and may use different 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 employee severance, lease termination costs, exit costs, environmental investigation, remediation and related employee 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 and exit activities which are difficult to predict, (2) are not directly related to ongoing business results and (3) generally 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 or benefits 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 for Goodwill and Other Assets, 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 Unusual or Infrequent Items, such as charges or benefits associated with distressed customers, expenses, charges and recoveries relating to certain legal matters, and gains and losses on sales of assets, are excluded because such items are typically non-recurring, difficult to predict or not directly
related to the Company’s ongoing or core operations and are therefore not considered by management in assessing the current operating performance of the Company and forecasting earnings trends. However, items excluded by the Company may be different from those excluded by the Company’s competitors. In addition, these items 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 exclude from 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 in which 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.