sanm-20250329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


(Mark one)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 0-21272

Sanmina Corporation

(Exact name of registrant as specified in its charter)

77-0228183

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

2700 N. First St.,

San Jose,

95134

(Address of principal executive offices)

(Zip Code)

(408)

964-3500

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer

[x]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company

☐

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of April 21, 2025, there were 53,463,807 shares outstanding of the issuer’s common stock, $0.01 par value per share.

SANMINA CORPORATION

INDEX


		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Interim Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
	Note 1. Basis of Presentation	8
	Note 2. Revenue Recognition	9
	Note 3. Financial Instruments	11
	Note 4. Debt	14
	Note 5. Leases	15
	Note 6. Trade Receivables Sales Programs	16
	Note 7. Commitments and Contingencies	17
	Note 8. Income Tax	19
	Note 9. Stockholders’ Equity	20
	Note 10. Business Segment	21
	Note 11. Earnings Per Share	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
Signatures		48

PART I. FINANCIAL INFORMATION

ITEM 1. Interim Financial Statements (Unaudited)

SANMINA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	As of
	March 29, 2025		September 28, 2024
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	647,141	$	625,860
Accounts receivable, net of allowances of approximately $9 million and $7 million as of March 29, 2025 and September 28, 2024, respectively	1,383,116		1,337,562
Contract assets	384,629		384,077
Inventories	1,548,093		1,443,629
Prepaid expenses and other current assets	104,080		79,301
Total current assets	4,067,059		3,870,429
Property, plant and equipment, net	608,749		616,067
Deferred income tax assets	155,685		160,703
Other assets	135,139		175,646
Total assets	$	4,966,632	$	4,822,845
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,351,087	$	1,441,984
Accrued liabilities	125,655		132,513
Deferred revenue and customer advances	443,983		215,553
Accrued payroll and related benefits	134,879		133,129
Short-term debt, including current portion of long-term debt	17,500		17,500
Total current liabilities	2,073,104		1,940,679
Long-term liabilities:
Long-term debt	291,394		299,823
Other liabilities	206,564		220,835
Total long-term liabilities	497,958		520,658
Commitments and contingencies (Note 7)
Stockholders’ equity	2,395,570		2,361,508
Total liabilities and stockholders’ equity	$	4,966,632	$	4,822,845

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended				Six Months Ended
	March 29, 2025		March 30, 2024		March 29, 2025		March 30, 2024
	(Unaudited)
	(In thousands, except per share data)
Net sales	$	1,984,080	$	1,834,595	$	3,990,428	$	3,709,393
Cost of sales	1,807,845		1,679,838		3,646,278		3,393,796
Gross profit	176,235		154,757		344,150		315,597

Operating expenses:
Selling, general and administrative	76,313		69,199		147,158		133,984
Research and development	7,316		6,323		14,340		12,612
Restructuring	990		3,274		2,426		5,464
Total operating expenses	84,619		78,796		163,924		152,060

Operating income	91,616		75,961		180,226		163,537

Interest income	3,723		3,412		7,119		7,069
Interest expense	(4,979)		(8,218)		(9,980)		(16,630)
Other income (expense), net	(1,955)		3,276		(2,684)		2,143
Interest and other, net	(3,211)		(1,530)		(5,545)		(7,418)

Income before income taxes	88,405		74,431		174,681		156,119
Provision for income taxes	17,890		19,122		33,282		40,446
Net income before noncontrolling interest	70,515		55,309		$	141,399	$	115,673
Less: Net income attributable to noncontrolling interest	6,307		2,824		12,188		6,120
Net income attributable to common shareholders	$	64,208	$	52,485	$	129,211	$	109,553

Net income attributable to common shareholders per share:
Basic	$	1.18	$	0.94	$	2.38	$	1.95
Diluted	$	1.16	$	0.93	$	2.32	$	1.91

Weighted-average shares used in computing per share amounts:
Basic	54,405		55,585		54,304		56,062
Diluted	55,511		56,669		55,681		57,470

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended				Six Months Ended
	March 29, 2025		March 30, 2024		March 29, 2025		March 30, 2024
	(Unaudited)
	(In thousands)
Net income before noncontrolling interest	$	70,515	$	55,309	$	141,399	$	115,673
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustments	4,131		(1,707)		(2,497)		1,784
Defined benefit pension plans	(28)		147		331		128
Derivative financial instruments:
Change in net unrealized amount	(2,134)		4,328		59		103
Amount reclassified into net income before noncontrolling interest	(244)		(774)		1,796		(3,361)


Total other comprehensive income (loss), net of tax	1,725		1,994		(311)		(1,346)
Comprehensive income before noncontrolling interest	$	72,240	$	57,303	$	141,088	$	114,327
Less: Net income attributable to noncontrolling interest	6,307		2,824		12,188		6,120
Comprehensive income attributable to common shareholders	$	65,933	$	54,479	$	128,900	$	108,207

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


	Three Months Ended				Six Months Ended
	March 29, 2025		March 30, 2024		March 29, 2025		March 30, 2024
	(Unaudited)
	(In thousands)
Common Stock and Additional Paid-in Capital
Balance, beginning of period	$	6,592,191	$	6,526,063	$	6,576,899	$	6,513,331
Issuances under stock plans	—		146		—		293
Stock-based compensation expense	15,790		14,651		31,082		27,236


Balance, end of period	6,607,981		6,540,860		6,607,981		6,540,860
Treasury Stock
Balance, beginning of period	(1,764,006)		(1,601,018)		(1,739,550)		(1,485,252)
Repurchases of treasury stock	(84,340)		(1,401)		(100,453)		(107,898)
Tax withholding on stock-based compensation	(29,312)		(16,222)		(37,655)		(25,491)
Balance, end of period	(1,877,658)		(1,618,641)		(1,877,658)		(1,618,641)
Accumulated Other Comprehensive Income
Balance, beginning of period	64,705		67,539		66,741		70,879
Other comprehensive income (loss), net of tax	1,725		1,994		(311)		(1,346)
Balance, end of period	66,430		69,533		66,430		69,533
Accumulated Deficit
Balance, beginning of period	(2,642,469)		(2,872,940)		(2,707,472)		(2,930,008)
Net income attributable to common shareholders	64,208		52,485		129,211		109,553
Balance, end of period	(2,578,261)		(2,820,455)		(2,578,261)		(2,820,455)
Noncontrolling Interest
Balance, beginning of period	170,771		152,971		164,890		149,675

Net income attributable to noncontrolling interest	6,307		2,824		12,188		6,120
Balance, end of period	177,078		155,795		177,078		155,795
Total stockholders’ equity	$	2,395,570	$	2,327,092	$	2,395,570	$	2,327,092

Common Stock Shares Outstanding
Number of shares, beginning of period	113,372		111,963		113,117		111,550
Issuances under stock plans	990		885		1,245		1,298
Number of shares, end of period	114,362		112,848		114,362		112,848
Treasury Shares
Number of shares, beginning of period	(59,506)		(57,049)		(59,196)		(54,718)
Repurchases of treasury stock	(1,405)		(351)		(1,715)		(2,682)
Number of shares, end of period	(60,911)		(57,400)		(60,911)		(57,400)

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended
	March 29, 2025		March 30, 2024
	(Unaudited)
	(In thousands)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income before noncontrolling interest	$	141,399	$	115,673
Adjustments to reconcile net income before noncontrolling interest to cash provided by (used in) operating activities:
Depreciation	60,053		61,000
Stock-based compensation expense	31,082		27,236
Deferred income taxes	4,534		7,959




Other, net	(541)		1,624
Changes in operating assets and liabilities:
Accounts receivable	(48,214)		92,339
Contract assets	(552)		(3,662)
Inventories	(105,066)		94,341
Prepaid expenses and other assets	22,367		(3,984)
Accounts payable	(95,801)		(172,761)
Deferred revenue and customer advances	228,430		17,128
Accrued liabilities and other	(16,895)		(38,551)
Cash provided by operating activities	220,796		198,342

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(47,796)		(63,827)

Purchases of investments	(14,640)		(1,300)
Proceeds from sale of investments	49,309		—
Other, net	228		—
Cash used in investing activities	(12,899)		(65,127)

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

Repayments of borrowings	(8,750)		(17,195)

Proceeds from revolving credit facility borrowings	400,700		1,410,300
Repayments of revolving credit facility borrowings	(400,700)		(1,410,300)

Net proceeds from stock issuances	—		293
Repurchases of common stock	(100,453)		(107,898)
Payments for tax withholding on stock-based compensation	(37,655)		(25,491)
Cash used in financing activities	(146,858)		(150,291)

Effect of exchange rate changes	(179)		364
Increase (decrease) in cash, cash equivalents and restricted cash equivalents	60,860		(16,712)
Cash, cash equivalents and restricted cash equivalents at beginning of period	625,860		667,570
Cash, cash equivalents and restricted cash equivalents at end of period	$	686,720	$	650,858






Cash paid during the period for:
Interest, net of capitalized interest	$	8,613	$	15,143
Income taxes, net of refunds	$	35,051	$	38,550
Unpaid purchases of property, plant and equipment at the end of period	$	22,298	$	30,598

See accompanying notes to condensed consolidated financial statements.

SANMINA CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements of Sanmina Corporation (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been omitted pursuant to those rules or regulations. The interim condensed consolidated financial statements are unaudited, but reflect all adjustments, consisting primarily of normal recurring adjustments that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended September 28, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 27, 2024.

The condensed consolidated financial statements include all accounts of the Company, its wholly owned subsidiaries and subsidiaries in which the Company has a controlling financial interest. All intra-company accounts and transactions have been eliminated. Noncontrolling interest represents a noncontrolling investor’s interest in the results of operations of subsidiaries that the Company controls and consolidates.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates.

Results of operations for the second quarter of 2025 are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

The Company operates on a 52 or 53 week year ending on the Saturday nearest September 30. Fiscal 2025 and 2024 are each 52-week years. All references to years relate to fiscal years unless otherwise noted.

Reclassification

Beginning in the first quarter of 2025, the Company changed the presentation of deferred revenue and customer advances, which were previously included within accrued liabilities, to be a separate line item on the condensed consolidated balance sheets. Similarly, a separate line for the change in those amounts is presented on the condensed consolidated statements of cash flows. Certain prior period balances have been reclassified to conform to the current period presentation in the condensed consolidated financial statements and the accompanying notes.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure, which will require additional disclosure of certain costs and expenses within the notes to the financial statements. The disclosure requirements are effective for the Company for annual reporting periods beginning in fiscal 2028 and for interim periods beginning in fiscal 2029, with early adoption permitted, and will be applied prospectively, with the option to apply retrospectively. The Company is currently evaluating the impact ASU 2024-03 will have on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require the Company, on an annual basis, to provide disclosure of specific categories in its effective income tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company in fiscal 2026, with early adoption permitted. The Company is currently evaluating the impact ASU 2023-09 will have on its financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which will require the Company to disclose information about its reportable segment’s significant expenses and other segment items on an interim and annual basis. The disclosure requirements are effective for the Company

for the fiscal year ended 2025, and for interim periods within the Company's fiscal 2026, with early adoption permitted. The Company does not expect ASU 2023-07 to have a material impact on its financial statement disclosures.

Note 2. Revenue Recognition

The Company has determined that revenue for the majority of its contracts is required to be recognized on an over time basis. This is primarily due to the fact that 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 and finished goods upon a customer’s cancellation of a contract for convenience. In certain circumstances, the Company recognizes revenue over time because its customer simultaneously receives and consumes the benefits provided by the Company’s services or the Company’s customer controls the end product as the Company performs manufacturing services (continuous transfer of control). 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 integrated manufacturing solutions; components; logistics and repair services; design, development and engineering services; and defense and aerospace programs. 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-progress or finished goods inventory associated with contracts since 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.

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 condensed 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.

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.

Changes in the Company’s estimates of transaction price and/or costs to complete result in a favorable or unfavorable impact to revenue and operating income. The impact of changes in estimates on revenue and operating income resulting from application of the cost-to-cost method for recognizing revenue was as follows:


	Three Months Ended				Six Months Ended
	March 29, 2025		March 30, 2024		March 29, 2025		March 30, 2024
Revenue	(In thousands)
Favorable	$	4,881	$	4,843	$	11,615	$	10,710
Unfavorable	(1,497)		(2,357)		(2,049)		(6,727)
Net	$	3,384	$	2,486	$	9,566	$	3,983

Three Months Ended

Six Months Ended

March 29,
2025

March 30,
2024

March 29,
2025

March 30,
2024

Operating income

(In thousands)

Favorable

4,886

SEC Form 10-Q filed by Sanmina Corporation