UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2024
Or
☐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: 000-31285
TTM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
91-1033443
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
200 East Sandpointe, Suite 400, Santa Ana, California 92707
(Address of principal executive offices)
(714) 327-3000
(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, $0.001 par value
TTMI
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 ☑ 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 ☑ 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 the 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
☑
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 August 2, 2024, there were outstanding 101,951,376 shares of the registrant’s Common Stock, $0.001 par value.
For the Quarter Ended July 1, 2024
TABLE OF CONTENTS
Page
PART I: FINANCIAL INFORMATION
3
Item 1. Financial Statements (unaudited)
Consolidated Condensed Balance Sheets as of July 1, 2024 and January 1, 2024
Consolidated Condensed Statements of Operations for the quarter and two quarters ended July 1, 2024 and July 3, 2023
4
Consolidated Condensed Statements of Comprehensive Income (Loss) for the quarter and two quarters ended July 1, 2024 and July 3, 2023
5
Consolidated Condensed Statements of Stockholders' Equity for the two quarters ended July 1, 2024 and July 3, 2023
6
Consolidated Condensed Statements of Cash Flows for the two quarters ended July 1, 2024 and July 3, 2023
7
Notes to Consolidated Condensed Financial Statements
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3. Quantitative and Qualitative Disclosures About Market Risk
27
Item 4. Controls and Procedures
28
PART II: OTHER INFORMATION
29
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
30
SIGNATURES
31
2
PART I. FINANCIAL INFORMATION
Consolidated Condensed Balance Sheets
As of July 1, 2024 and January 1, 2024
As of
July 1, 2024
January 1, 2024
(Unaudited)
(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents
$
446,247
450,208
Accounts receivable, net
400,714
413,557
Contract assets
340,120
292,050
Inventories
216,906
213,075
Receivable from sale of Shanghai E-MS (SH E-MS) property
—
6,737
Prepaid expenses and other current assets
48,644
54,060
Total current assets
1,452,631
1,429,687
Property, plant, and equipment, net
838,243
807,667
Operating lease right-of-use assets
81,886
86,286
Goodwill
702,735
Definite-lived intangibles, net
210,355
236,711
Deposits and other non-current assets
57,514
60,577
Total assets
3,343,364
3,323,663
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt, including current portion of long-term debt
2,625
3,500
Accounts payable
371,189
334,609
Contract liabilities
128,782
126,508
Accrued salaries, wages, and benefits
89,546
98,561
Other current liabilities
119,958
140,806
Total current liabilities
712,100
703,984
Long-term debt, net of discount and issuance costs
913,428
914,336
Operating lease liabilities
76,172
80,786
Other long-term liabilities
112,765
113,518
Total long-term liabilities
1,102,365
1,108,640
Commitments and contingencies (Note 14)
Equity:
Common stock, $0.001 par value; 300,000 shares authorized; 113,109 and 111,282 shares issued as of July 1, 2024 and January 1, 2024, respectively; 101,945 and 102,108 shares outstanding as of July 1, 2024 and January 1, 2024, respectively
113
111
Treasury stock – common stock at cost; 11,164 and 9,174 shares as of July 1, 2024 and January 1, 2024, respectively
(157,570
)
(123,091
Additional paid-in capital
894,328
880,963
Retained earnings
818,941
782,123
Accumulated other comprehensive loss
(26,913
(29,067
Total stockholders’ equity
1,528,899
1,511,039
Total liabilities and stockholders' equity
See accompanying notes to consolidated condensed financial statements.
Consolidated Condensed Statements of Operations
For the Quarter and Two Quarters Ended July 1, 2024 and July 3, 2023
Quarter Ended
Two Quarters Ended
July 3, 2023
(In thousands, except per share data)
Net sales
605,137
546,509
1,175,250
1,090,946
Cost of goods sold
487,910
448,002
954,304
906,316
Gross profit
117,227
98,507
220,946
184,630
Operating expenses:
Selling and marketing
19,798
18,180
40,092
39,482
General and administrative
38,604
37,840
82,274
72,913
Research and development
8,547
6,424
15,868
13,509
Amortization of definite-lived intangibles
10,256
3,852
21,685
25,816
Restructuring charges
1,036
10,803
4,974
14,970
Total operating expenses
78,241
77,099
164,893
166,690
Operating income
38,986
21,408
56,053
17,940
Other (expense) income:
Interest expense
(12,219
(11,843
(24,543
(24,650
Loss on extinguishment of debt
(1,154
(Loss) gain on sale of subsidiary
(69
1,270
Other, net
3,765
5,068
13,091
6,266
Total other expense, net
(8,454
(7,998
(11,452
(18,268
Income (loss) before income taxes
30,532
13,410
44,601
(328
Income tax (provision) benefit
(4,180
(6,586
(7,783
1,338
Net income
26,352
6,824
36,818
1,010
Earnings per share:
Basic earnings per share
0.26
0.07
0.36
0.01
Diluted earnings per share
0.25
0.35
Consolidated Condensed Statements of Comprehensive Income (Loss)
(In thousands)
Other comprehensive (loss) income, net of tax:
Pension obligation adjustments, net
(1
Foreign currency translation adjustments, net
(56
(463
(858
(433
Derecognition of foreign currency translation adjustments due to sale of subsidiary
(6,627
Net unrealized gain on cash flow hedges:
Unrealized gain on effective cash flow hedges during the period, net
921
5,820
4,740
5,140
Amounts realized in the statement of operations, net
(861
(726
(1,728
(721
Net
60
5,094
3,012
4,419
Other comprehensive income (loss), net of tax
4,630
2,154
(2,641
Comprehensive income (loss), net of tax
26,356
11,454
38,972
(1,631
Consolidated Condensed Statements of Stockholders’ Equity
For the Two Quarters Ended July 1, 2024 and July 3, 2023
Common Stock
Treasury Stock
AdditionalPaid-In
Retained
AccumulatedOtherComprehensive
TotalStockholders'
Shares
Amount
Capital
Earnings
Loss
Equity
Balance, January 1, 2024
111,282
(9,174
10,466
Other comprehensive income
2,150
Issuance of common stock for performance-based restricted stock units
227
1
Issuance of common stock for restricted stock units
41
Repurchases of common stock
(600
(9,334
Stock-based compensation
6,787
Balance, April 1, 2024
111,550
112
(9,774
(132,425
887,749
792,589
(26,917
1,521,108
1,559
(1,390
(25,145
6,580
Balance, July 1, 2024
113,109
(11,164
Balance, January 2, 2023
109,598
110
(7,370
(98,659
858,077
800,841
(24,790
1,535,579
Net loss
(5,814
Other comprehensive loss
(7,271
337
5,240
Balance, April 3, 2023
109,956
863,317
795,027
(32,061
1,527,734
1,284
5,121
Balance, July 3, 2023
111,240
868,437
801,851
(27,431
1,544,309
Consolidated Condensed Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant, and equipment
50,879
50,190
Amortization of definite-lived intangible assets
34,047
Amortization of debt discount and issuance costs
1,024
1,225
1,154
Deferred income taxes
(209
(495
13,367
10,361
Gain on sale of subsidiary
(1,270
Other
(9,193
(234
Changes in operating assets and liabilities:
12,843
76,590
(48,070
22,110
(3,831
(19,082
(11,031
(7,580
24,198
(35,678
2,274
11,265
(9,015
(40,911
(660
(21,740
Net cash provided by operating activities
85,750
80,962
Cash flows from investing activities:
Proceeds from sale of SH E-MS property
61,769
Purchase of property, plant, and equipment and other assets
(88,811
(80,467
Proceeds from sale of property, plant, and equipment and other assets
29,560
343
Proceeds from sale of subsidiary, net of cash disposed
6,039
Net cash used in investing activities
(52,514
(12,316
Cash flows from financing activities:
(34,479
Repayment of long-term debt borrowings
(2,625
(290,697
Proceeds from long-term debt borrowing
234,818
Refund of customer deposits
(7,500
Payment of debt issuance costs
(5,487
Payment of original issue discount
(3,500
Net cash used in financing activities
(37,104
(72,366
Effect of foreign currency exchange rates on cash and cash equivalents
(93
(313
Net decrease in cash and cash equivalents
(3,961
(4,033
Cash and cash equivalents at beginning of period
402,749
Cash and cash equivalents at end of period
398,716
Supplemental cash flow information:
Cash paid, net for interest
27,048
26,050
Cash paid, net for income taxes
11,475
25,618
Supplemental disclosure of noncash investing and financing activities:
Property, plant, and equipment recorded in accounts payable and other current liabilities
75,271
19,993
Cashless extinguishment of debt for issuance of new long-term debt borrowing
115,182
(Dollars and shares in thousands, except per share data)
(1) Nature of Operations and Basis of Presentation
TTM Technologies, Inc. (the Company or TTM) is a leading global manufacturer of technology solutions including mission systems, radio frequency (RF) components/RF microwave/microelectronic assemblies, and quick-turn and technologically advanced printed circuit boards (PCB). The Company provides time-to-market and volume production of advanced technology products and offers a one-stop design, engineering, and manufacturing solution to customers. This solution allows the Company to align technology developments with the diverse needs of the Company’s customers and to enable them to reduce the time required to develop new products and bring them to market.
The Company serves a diversified customer base in various markets throughout the world, including aerospace and defense, data center computing, automotive, medical, industrial and instrumentation related products, and networking. The Company’s customers include original equipment manufacturers (OEMs), electronic manufacturing services (EMS) providers, original design manufacturers (ODMs), distributors, and government agencies (both domestic and allied foreign governments).
The accompanying unaudited consolidated condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s most recent Annual Report on Form 10-K. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated condensed financial statements and accompanying notes. Due, in part, to the conflict between Russia and Ukraine, and the conflict in Israel and the Gaza Strip, the global economy and financial markets have been volatile. As such, 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. The actual results the Company experienced may differ materially and adversely from its estimates. The Company uses a 52/53 week fiscal calendar with the fourth quarter ending on the Monday nearest December 31.
Recently Issued Accounting Standards Not Yet Adopted
In March 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-02, Codification Improvements - Amendments to Remove References to the Concepts Statements, to remove various references to concepts statements from the Accounting Standards Codification (ASC). These amendments clarify guidance, simplify wording or structure of guidance, and other minor improvements. The amendments are effective for fiscal years beginning after December 15, 2024, applied prospectively, with early adoption and retrospective application permitted. The impact of the adoption of the amendments in this update is not expected to be material to the Company's consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The update will be effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements not yet issued or made available for issuance. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures, but expects additional disclosures upon adoption.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures, but expects additional disclosures upon adoption.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the Securities and Exchange Commission’s Disclosure Update and Simplification Initiative, which modifies the disclosure or presentation requirements of a variety of topics in the ASC in response to the SEC’s Release No. 33-10532, Disclosure Update and Simplification Initiative, and align the ASC requirements with the SEC’s regulations. For entities subject to the SEC's existing disclosure requirements, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the new guidance to determine the impact it may have on its consolidated financial statements and related disclosures.
(2) Share Repurchase Program
On May 3, 2023, the Company's Board of Directors authorized and approved a share repurchase program (2023 Repurchase Program), under which the Company may repurchase up to $100,000 in value of the Company’s outstanding shares of common stock from time to time through May 3, 2025. The Company may repurchase shares through open market purchases, privately-negotiated transactions, or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (Exchange Act), which sets certain restrictions on the method, timing, price, and volume of open market stock repurchases. In addition, the Company adopted one trading plan in accordance with Rule 10b5-1 of the Exchange Act to facilitate certain purchases that may be effected under the share repurchase program. The timing, manner, price, and amount of any repurchases will be determined at the Company’s discretion, and the share repurchase program may be suspended, terminated, or modified at any time for any reason. The repurchase program does not obligate the Company to acquire any specific number of shares.
During the quarter ended July 1, 2024, the Company repurchased 1,390 shares of common stock for a total cost of $25,145 (including commissions) and during the two quarters ended July 1, 2024, the Company repurchased 1,990 shares of common stock for a total cost of $34,479 (including commissions). As of July 1, 2024, the remaining amount in value available to be repurchased under the 2023 Repurchase Program was approximately $41,088.
(3) Significant Customers and Concentration of Credit Risk
Financial instruments that are potentially subject to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable.
The Company had cash and cash equivalents held by its foreign subsidiaries of $174,623 and $195,928 as of July 1, 2024 and January 1, 2024, respectively. The Company maintains its cash and cash equivalents with major financial institutions and such balances exceed Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk on cash and cash equivalents.
In the normal course of business, the Company extends credit to its customers. Some customers to whom the Company extends credit are located outside the United States. The Company performs on-going credit evaluations of customers, does not require collateral, and considers the credit risk profile of the entity from which the receivable is due in further evaluating collection risk. As of July 1, 2024 and January 1, 2024, there were no customers that accounted for 10% or more of the Company's accounts receivable.
The Company’s customers include both OEMs and EMS companies. The Company’s OEM customers often direct a significant portion of their purchases through EMS companies. While the Company’s customers include both OEM and EMS providers, the Company measures customer concentration based on OEM companies, as they are the ultimate end customers.
For the quarter and two quarters ended July 1, 2024, one customer accounted for approximately 11% of the Company's net sales. For the quarter and two quarters ended July 3, 2023, one customer accounted for approximately 13% of the Company's net sales.
9
(4) Revenues
As of July 1, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations for long-term contracts was $413,941. The Company expects to recognize revenue on approximately 49% of the remaining performance obligations for the Company’s long-term contracts over the next 12 months with the remaining amount expected to be recognized thereafter.
For contracts in which anticipated total costs exceed the total expected revenue, an estimated loss is recognized in the period when identifiable. A provision for the entire amount of the estimated loss is recorded on a cumulative basis. The estimated remaining costs to complete for loss contracts as of July 1, 2024 and January 1, 2024 were $35,227 and $25,213, respectively.
Revenue recognized for the two quarters ended July 1, 2024 from amounts recorded as contract liabilities as of January 1, 2024 was $28,205. Revenue recognized for the two quarters ended July 3, 2023 from amounts recorded as contract liabilities as of January 2, 2023 was $27,069.
Revenue from products and services transferred to customers over time and at a point in time accounted for 96% and 4%, respectively, of the Company’s revenue for both the quarter and two quarters ended July 1, 2024 and July 3, 2023.
Disaggregated revenue by principal end markets with reportable segments was as follows:
Quarter Ended July 1, 2024
Quarter Ended July 3, 2023
PCB
RF and Specialty Components (RF&S Components)
Total
RF&S Components
End Markets:
Aerospace and Defense
272,789
254,284
Automotive
82,698
92,374
Data Center Computing
124,052
63
124,115
64,305
51
64,356
Medical/Industrial/Instrumentation
86,416
722
87,138
88,979
745
89,724
Networking
30,152
8,245
38,397
36,589
9,182
45,771
596,107
9,030
536,531
9,978
Two Quarters Ended July 1, 2024
Two Quarters Ended July 3, 2023
537,565
486,576
156,315
185,841
243,429
122
243,551
122,175
122,226
165,209
1,456
166,665
189,747
1,662
191,409
55,430
15,724
71,154
86,303
18,591
104,894
1,157,948
17,302
1,070,642
20,304
10
(5) Composition of Certain Consolidated Condensed Financial Statement Captions
Inventories:
Raw materials
164,961
165,666
Work-in-process
49,657
45,494
Finished goods
2,288
1,915
Property, plant, and equipment, net:
Land and land use rights
68,705
71,131
Buildings and improvements
511,699
512,148
Machinery and equipment
1,070,313
986,527
Furniture and fixtures and other
10,513
10,157
Construction-in-progress
61,477
90,940
Property, plant, and equipment, gross
1,722,707
1,670,903
Less: Accumulated depreciation
(884,464
(863,236
Other current liabilities:
Accrued capital expenditures
14,681
35,026
Sales return and allowances
12,910
12,301
Accrued facility operating costs
9,264
10,172
Operating leases
8,160
8,433
Housing fund
7,609
7,749
Warranty
7,055
10,557
Interest
6,873
9,399
Income taxes payable
6,231
5,466
Accrued professional fees
6,145
3,276
Restructuring
594
1,179
Derivative liabilities
65
297
40,371
36,951
Other long-term liabilities:
44,664
44,238
Customer deposits
28,390
29,820
Finance leases
12,405
12,799
Defined benefit pension plan liability
748
836
1,476
26,558
24,349
11
(6) Goodwill
Goodwill by reportable segment was as follows:
810,235
177,200
987,435
Accumulated impairment losses
(171,400
(113,300
(284,700
Carrying amount
638,835
63,900
(7) Definite-lived Intangibles
The components of definite-lived intangibles were as follows:
GrossAmount
AccumulatedAmortization
NetCarryingAmount
WeightedAverageAmortizationPeriod
(In years)
As of July 1, 2024
Customer relationships
324,730
(149,076
175,654
11.8
Technology
66,650
(31,949
34,701
8.2
391,380
(181,025
As of January 1, 2024
416,230
(222,766
193,464
11.2
(27,278
39,372
Backlog
13,000
(9,750
3,250
2.0
Trade names
2,500
(1,875
625
498,380
(261,669
Definite-lived intangibles are amortized using the straight-line method of amortization over the useful life. Amortization expense was $12,591 and $26,356 for the quarter and two quarters ended July 1, 2024, respectively, and $6,275 and $34,047 for the quarter and two quarters ended July 3, 2023, respectively. For the quarter and two quarters ended July 1, 2024, $2,335 and $4,671, respectively, of amortization expense was included in cost of goods sold. For the quarter and two quarters ended July 3, 2023, $2,423 and $8,231, respectively, of amortization expense was included in cost of goods sold.
In connection with the finalization of acquired identifiable intangible asset valuation during the quarter ended July 3, 2023 related to the Company's acquisition in 2022 of Telephonics, the Company recorded a net reduction in amortization expense of $2,862, which included $4,813 of amortization expense and a reduction in amortization expense of $5,117 and $2,558 due to the change in amortization period, which corresponded to the fiscal year ended January 2, 2023 and quarter ended April 3, 2023, respectively. The Company recorded amortization expense of $15,252 related to the acquired identifiable intangible assets during the two quarters ended July 3, 2023 (of which $5,627 corresponded to the fiscal year ended January 2, 2023 due to the change in amortization period). For the quarter and two quarters ended July 3, 2023, $1,475 and $5,900, respectively, of amortization expense related to the acquired identifiable intangible assets was included in cost of goods sold (of which $2,950 corresponded to the fiscal year ended January 2, 2023).
Estimated aggregate amortization for definite-lived intangible assets for the next five years and thereafter is as follows:
Remaining 2024
18,536
2025
36,897
2026
2027
34,543
2028
30,997
Thereafter
52,485
12
(8) Long-term Debt and Letters of Credit
Long-term debt was as follows:
Interest Rate
PrincipalOutstanding
(In thousands, except interest rates)
Senior Notes due March 2029
4.00
%
500,000
Term Loan due May 2030
8.08
346,500
8.10
349,125
Asia ABL Revolving Loan due June 2028
6.63
80,000
6.65
Total debt
926,500
929,125
Less: Unamortized debt issuance costs
(7,398
(8,021
Less: Unamortized debt discount
(3,049
(3,268
Subtotal
916,053
917,836
Less: Current maturities
Long-term debt, less current maturities
Debt Covenants
Borrowings under the Senior Notes due March 2029 and Term Loan due May 2030 (Term Loan Facility) are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and restricted payments.
Under the occurrence of certain events, the U.S. Asset-Based Lending Credit Agreement (U.S. ABL) and Asia Asset-Based Lending Credit Agreement (Asia ABL) (collectively, the ABL Revolving Loans) are subject to various financial covenants, including leverage and fixed charge coverage ratios.
Debt Issuance Costs and Debt Discount
Remaining unamortized debt issuance costs and debt discount were as follows:
DebtIssuance Costs
DebtDiscount
EffectiveInterest Rate
3,727
4.18
4,085
3,671
3,049
8.26
3,936
3,268
7,398
8,021
The above debt issuance costs and debt discount are recorded as a reduction of the debt and are amortized into interest expense using an effective interest rate over the duration of the debt.
The remaining unamortized debt issuance costs for the ABL Revolving Loans of $1,421 and $1,603 as of July 1, 2024 and January 1, 2024, respectively, are included in deposits and other non-current assets and are amortized to interest expense over the duration of the ABL Revolving Loans using the straight-line method of amortization.
As of July 1, 2024, the remaining weighted average amortization period for all unamortized debt issuance costs and debt discount was 5.3 years.
Refinancing of Term Loan Facility
On August 1, 2024, the Company entered into a First Amendment to its Amended and Restated Term Loan Credit Agreement, dated as of May 30, 2023, by and among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the several lenders from time to time parties thereto, pursuant to which the Company closed its $346,500 of a senior secured term loan (New Term Loan Facility) that bears interest at a floating rate of 1-month Chicago Mercantile Exchange (CME) Term Secured Overnight Financing Rate (SOFR) plus an applicable margin of 2.25%, 50 basis points lower than the previous Term Loan Facility issued in May 2023. The New Term Loan Facility is issued at par, maintains the same maturity of May 30, 2030 as the previous Term Loan Facility, and the majority is a cashless rollover from the previous Term Loan Facility.
13
(9) Income Taxes
The Company’s effective tax rate is impacted by the mix of foreign and U.S. income, tax rates in China and Hong Kong, the U.S. federal income tax rate, apportioned state income tax rates, the generation of credits, and deductions available to the Company as well as changes in valuation allowances and certain non-deductible items. No tax benefit was recorded on the losses incurred in certain foreign jurisdictions as a result of corresponding increases in the valuation allowances in these jurisdictions.
During the quarter and two quarters ended July 1, 2024, the Company’s effective tax rate was impacted by a net discrete benefit of $3,348 and $2,861, respectively. This is primarily related to a windfall tax benefit of the stock-based compensation releases and finalization of China and Canada corporate income tax returns, which was partially offset by the approval of the Company’s renewal application for High and New Technology Enterprise status for two of the Company’s manufacturing subsidiaries in China (including the impact on the respective subsidiaries’ deferred tax amounts), and accrued interest expense on existing uncertain tax positions.
The Company has various foreign subsidiaries formed or acquired to conduct or support its business outside the U.S. The Company expects its earnings attributable to most foreign subsidiaries may be repatriated back to the U.S. and so a deferred tax liability has been recorded for foreign withholding taxes and the estimated federal/state tax impact on any repatriation. For those other companies with earnings currently being reinvested outside of the U.S., no deferred tax liability on undistributed earnings has been recorded.
(10) Segment Information
The Company’s reportable segments are the segments for which separate financial information is available and upon which operating results are evaluated by the chief operating decision maker to assess performance and to allocate resources.
The Company, including the chief operating decision maker, evaluates segment performance based on reportable segment income, which is operating income before amortization of intangibles. Interest expense and interest income are not presented by segment since they are not included in the measure of segment profitability reviewed by the chief operating decision maker. All inter‑segment transactions have been eliminated. Net sales by segment, operating segment income, and segment assets were as follows:
Net Sales:
Total net sales
Operating Segment Income:
90,927
58,479
160,579
110,113
2,052
3,202
3,714
5,370
Corporate and Other
(41,402
(33,998
(81,884
(63,496
Total operating segment income
51,577
27,683
82,409
51,987
Amortization of definite-lived intangibles (1)
(12,591
(6,275
(26,356
(34,047
Total operating income
Total other expense
Segment Assets:
2,103,247
2,032,202
136,021
142,520
1,104,096
1,148,941
The Corporate and Other category primarily includes operating expenses that are not included in the segment operating performance measures. Corporate and Other consists primarily of corporate governance functions such as finance, accounting, information technology, and human resources personnel, as well as global sales and marketing personnel, research and development costs, and acquisition and integration costs associated with acquisitions and divestitures.
14
The Company markets and sells its products in approximately 60 countries. Other than in the United States and Taiwan, the Company does not conduct business in any country in which its net sales in that country exceed 10% of the Company’s total net sales. Net sales are attributed to countries by country invoiced and were as follows:
United States
308,774
319,122
609,733
630,563
Taiwan
73,931
37,439
142,855
65,382
222,432
189,948
422,662
395,001
(11) Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, net of tax, were as follows:
ForeignCurrencyTranslation
PensionObligation
Cash FlowHedges
Ending balance as of January 1, 2024
(32,860
2,530
1,263
Other comprehensive (loss) income before reclassifications
3,882
Amounts reclassified from accumulated other comprehensive loss
Net year to date other comprehensive (loss) income
Ending balance as of July 1, 2024
(33,718
4,275
(12) Financial Instruments
Derivatives
Interest Rate Swaps
The Company’s business is exposed to risk resulting from fluctuations in interest rates on certain SOFR based variable rate debt. Increases in interest rates increase interest expenses relating to the outstanding variable rate borrowings and increase the cost of debt. Fluctuations in interest rates can also lead to significant fluctuations in the fair value of the debt obligations.
On March 23, 2023, the Company entered into a four-year pay-fixed, receive-floating (1-month CME Term SOFR), interest rate swap arrangement with a notional amount of $250,000 for the period beginning April 1, 2023 and ending on April 1, 2027. Under the terms of the interest rate swap, the Company pays a fixed rate of 3.49% against a portion of its Term SOFR-based debt and receives a floating 1-month CME Term SOFR during the swap period.
At inception, the Company designated the interest rate swap as a cash flow hedge and the fair value of the interest rate swap was zero. The change in the fair value of the interest rate swap is recorded as a component of accumulated other comprehensive loss, net of tax in the Company's consolidated condensed balance sheets. No ineffectiveness was recognized for the quarter and two quarters ended July 1, 2024.
Commodity Price Risk Management
The Company uses various raw materials in the manufacturing of PCBs. Copper clad laminates (CCLs), a key raw material for the manufacture of PCBs, are made from epoxy resin, glass cloth, and copper foil. The Company only buys a small amount of copper directly. However, copper is a major driver of laminate cost. The Company enters into commodity contracts to hedge copper as a proxy for hedging laminate. As of July 1, 2024, the Company has commodity contracts with a notional quantity of (i) 0.6 metric tonnes for the period beginning July 1, 2024 and ending on September 30, 2024, (ii) 0.5 metric tonnes for the period beginning October 1, 2024 and ending on December 31, 2024, (iii) 0.5 metric tonnes for the period beginning January 1, 2025 and ending on March 31, 2025, and (iv) 0.5 metric tonnes for the period beginning April 1, 2025 and ending on June 30, 2025. The changes in the fair value of these commodity contracts are recorded in cost of goods sold in the consolidated condensed statements of operations. The commodity contracts decreased cost of goods sold by $609 and $1,040 for the quarter and two quarters ended July 1, 2024, respectively. The commodity contracts increased cost of goods sold by $1,423 and $382 for the quarter and two quarters ended July 3, 2023, respectively. These commodity contracts are not designated as accounting hedges.
15
The fair values of derivative instruments in the consolidated condensed balance sheets were as follows:
Asset/(Liability) Fair Value
Cash flow derivative instruments designated as hedges:
Interest rate swap:
3,876
3,253
1,917
(1,476
Net asset
5,793
1,777
Cash flow derivative instruments not designated as hedges:
Commodity contracts:
889
(297
Net asset (liability)
Amounts recorded in accumulated other comprehensive loss related to derivatives designated as cash flow hedges, as well as the amounts recorded in each caption in the consolidated condensed statements of operations when derivative amounts are reclassified out of accumulated other comprehensive loss were as follows:
FinancialStatement Caption
Gain Recognized in Other Comprehensive Income
AmountsReclassifiedinto Net Income
Interest rate swap
1,232
1,158
7,710
(968
Gain Recognized in Other Comprehensive Loss
6,340
(2,323
6,809
The activity associated with the designated cash flow hedges reflected in accumulated other comprehensive loss was as follows:
Beginning balance, net of tax
(85
Changes in fair value gain, net of tax
Reclassification to earnings
Ending balance, net of tax
4,334
16
(13) Fair Value Measures
The Company measures at fair value its financial and non-financial assets by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability.
The carrying amount and estimated fair value of the Company’s financial instruments were as follows:
CarryingAmount
Fair Value
Derivative assets, current
4,765
3,282
Derivative assets, non-current
Derivative liabilities, current
Derivative liabilities, non-current
496,273
457,305
495,915
455,035
339,780
347,585
341,921
351,743
ABL Revolving Loans
The fair value of the derivative instruments was determined using pricing models developed based on the 1-month CME Term SOFR swap rate, foreign currency exchange rates, and other observable market data, including quoted market prices, as appropriate using Level 2 inputs. The values were adjusted to reflect non-performance risk of both the counterparty and the Company, as necessary.
The fair value of the long-term debt was estimated based on quoted market prices or discounting the debt over its life using current market rates for similar debt as of July 1, 2024 and January 1, 2024, which are considered Level 2 inputs.
As of July 1, 2024 and January 1, 2024, the Company’s other financial instruments included cash and cash equivalents, accounts receivable, contract assets, accounts payable, and contract liabilities. The carrying amount of these instruments approximates fair value.
The majority of the Company’s non-financial assets and liabilities, which include goodwill, intangible assets, inventories, and property, plant, and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur (or are tested at least annually in the case of goodwill) such that a non-financial instrument is required to be evaluated for impairment, based upon a comparison of the non-financial instrument’s fair value to its carrying value, an impairment is recorded to reduce the carrying value to the fair value, if the carrying value exceeds the fair value.
(14) Commitments and Contingencies
Legal Matters
The Company is subject to various legal matters, which it considers normal for its business activities. While the Company currently believes that the amount of any reasonably possible loss for known matters would not be material to the Company’s financial condition, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate potential loss could have a material adverse effect on the Company’s financial condition or results of operations in a particular period. The Company has accrued amounts for its loss contingencies which are probable and estimable as of July 1, 2024 and January 1, 2024 and included as a component of other current liabilities. However, these amounts are not material to the consolidated condensed financial statements of the Company.
Offset Agreements
The Company has and may continue to enter into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to obtaining orders for products and services from customers in foreign countries. These agreements are intended to promote investment in the applicable country, and the Company’s obligations under these agreements may be satisfied through activities that do not require the Company to use cash, including transferring technology or providing manufacturing and other consulting support. The obligations under these agreements may also be satisfied through the use of cash for activities such as purchasing supplies from in-country vendors, setting up support centers, research and development investments, acquisitions, and building or leasing facilities for in-country operations. The amount of the offset requirement is determined by contract value awarded and negotiated percentages with customers. As of July 1, 2024, the Company had outstanding offset agreements of approximately $27,963, some of which extend through 2028. Offset programs usually extend over several years and in some cases provide for penalties in the event the Company fails to perform in accordance with contract requirements. To date, the Company has not been obligated to pay any such penalties.
17
Supplier Finance Program Obligations
The Company has agreements with financial institutions to facilitate payments to certain suppliers. Under the terms of the agreements, the Company confirms the validity of each supplier invoice to the respective financial institution upon receipt. The supplier receives payment from the financial institution, and the Company pays the financial institution based on the terms negotiated, which generally range from 160 days to 360 days. Liabilities associated with these agreements are recorded in accounts payable on the consolidated condensed balance sheets and amounted to $5,057 and $18,832 as of July 1, 2024 and January 1, 2024, respectively.
(15) Earnings Per Share
The reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share is as follows:
(In thousands, except per share amounts)
Basic weighted average shares
101,234
102,759
101,593
102,570
Dilutive effect of performance-based restricted stock units (PRUs), restricted stock units (RSUs), and stock options
2,655
2,061
2,400
2,005
Diluted shares
103,889
104,820
103,993
104,575
Basic
Diluted
PRUs, RSUs, and stock options to purchase 330 and 177 shares of common stock for the quarter and two quarters ended July 1, 2024, respectively, and 524 and 345 shares of common stock for the quarter and two quarters ended July 3, 2023, respectively, were not included in the computation of diluted earnings per share. The PRUs were not included in the computation of diluted earnings per share because the performance conditions had not been met at July 1, 2024 and July 3, 2023, and for the RSUs and stock options, the options’ exercise prices or the total expected proceeds under the treasury stock method was greater than the average market price of common stock during the applicable quarter and two quarters and, as a result, the impact would be anti-dilutive.
(16) Stock-Based Compensation
Performance-based Restricted Stock Units
The Company maintains a long-term incentive program for executives that provides for the issuance of PRUs, representing hypothetical shares of the Company’s common stock that may be issued. Under the PRU program, a target number of PRUs is awarded at the beginning of each three-year performance period. The number of shares of common stock released at the end of the performance period depends on performance during the period and may range from zero to 2.4 times the target number for PRUs awarded before 2023 and zero to 2.0 times the target number for PRUs awarded in 2023 and thereafter. For PRUs awarded before 2023, the performance metrics of the PRU program are based on (a) annual financial targets, which are based on revenue and earnings before interest, tax, depreciation, and amortization expense (EBITDA), each equally weighted, and (b) an overall modifier based on the Company’s total stockholder return (TSR) relative to a group of peer companies selected by the Company’s compensation committee, over the three‑year performance period. For PRUs awarded in 2023 and thereafter, the performance metrics of the PRU program are based on (a) annual financial targets, which are based on revenue and EBITDA, each equally weighted, and (b) the three-year TSR performance result, which will be an additive component to the Company’s financial results of the aggregated three-year measurement period.
18
Under the PRU program, financial goals with respect to one or more target milestones are set at the beginning of each fiscal year and performance is reviewed at the end of that year. The percentage to be applied to each participant’s target award ranges from zero to 160% for PRUs awarded before 2023 and zero to 200% for PRUs awarded in 2023 and thereafter, based upon the extent to which the target milestones are achieved. If specific performance threshold levels for the target milestones are met, the amount earned for that element over the three-year performance period will be applied equally for PRUs awarded before 2023 and 80% for PRUs awarded in 2023 and thereafter, of the participants’ PRU award to determine the number of units earned.
At the end of the three-year performance period, the total units earned, if any, are adjusted by the TSR calculation. The TSR calculation is a percentage ranging from zero to 150% for PRUs awarded before 2023 and zero to 200% for PRUs awarded in 2023 and thereafter, determined on the Company’s TSR based on stock price changes relative to a group of peer companies selected by the Company’s compensation committee for the same three-year period. For outstanding PRU awards granted before 2023, the TSR is used as an overall modifier of the three-year performance period such that the base calculations are multiplied by the TSR modifier, ranging from zero to 200%, based on the relative performance of the Company’s stock price as compared to its TSR peer group. For PRUs awarded in 2023 and thereafter, the TSR calculation will be applied to 20% of the participants’ PRU award to determine the number of additional units earned.
Stock-based Compensation Expense and Unrecognized Compensation Costs
Stock-based compensation expense recognized in the accompanying consolidated condensed statements of operations was as follows:
1,941
1,497
3,970
3,159
698
1,704
1,439
3,468
2,677
7,063
5,239
335
249
630
524
Stock-based compensation expense recognized
A summary of total unrecognized compensation costs as of July 1, 2024 was as follows:
Unrecognized Compensation Costs
Remaining Weighted AverageRecognition Period
RSU awards
56,973
1.7
PRU awards
7,314
1.8
64,287
19
(17) Restructuring Charges
On February 8, 2023, the Company announced a consolidation plan, pursuant to which the Company ceased operations at three of its manufacturing facilities during the fiscal year ended January 1, 2024 and consolidated the operations of those facilities into other Company facilities. The three manufacturing facilities were PCB operations located in Anaheim and Santa Clara, California, and Hong Kong. The Company recorded $25,742 of restructuring charges and $5,161 of accelerated depreciation since the February 8, 2023 announcement.
In addition to this consolidation plan, the Company recognized employee separation, contract termination, and other costs during the quarter and two quarters ended July 1, 2024 and July 3, 2023 in connection with other global realignment restructuring efforts. Contract termination and other costs primarily represented plant closure costs.
Restructuring costs by reportable segment were as follows:
EmployeeSeparation/Severance
ContractTerminationand OtherCosts
Reportable Segment:
1,053
7,385
2,999
10,384
(17
179
226
405
7,578
3,225
4,943
11,142
3,185
14,327
305
324
629
11,461
3,509
Accrued restructuring costs are included as a component of other current liabilities in the consolidated condensed balance sheet. The utilization of the accrued restructuring costs was as follows:
Accrued as of January 1, 2024
994
185
Charged to expense
Amount paid
(416
(5,143
(5,559
Accrued as of July 1, 2024
578
20
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (Report) contains forward-looking statements regarding future events or our future financial and operational performance. Forward-looking statements include statements regarding markets for our products; trends in net sales, gross profits, and estimated expense levels; liquidity and anticipated cash needs and availability; and any statement that contains the words “anticipate,” “believe,” “plan,” “forecast,” “foresee,” “estimate,” “project,” “expect,” “seek,” “target,” “intend,” “goal,” and other similar expressions. The forward-looking statements included in this report reflect our current expectations and beliefs, and we do not undertake publicly to update or revise these statements, even if experience or future changes make it clear that any projected results expressed in this report or future quarterly reports to stockholders, press releases, or company statements will not be realized. In addition, the inclusion of any statement in this report does not constitute an admission by us that the events or circumstances described in such statement are material. Furthermore, we wish to caution and advise readers that these statements are based on assumptions that may not materialize and may involve risks and uncertainties, many of which are beyond our control, that could cause actual events or performance to differ materially from those contained or implied in these forward-looking statements. These risks and uncertainties include the risks identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended January 1, 2024, as updated by our other filings with the Securities and Exchange Commission (SEC), and described elsewhere in this Report. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated condensed financial statements and the related notes and the other financial information included in this Report, as well as the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the fiscal year ended January 1, 2024, filed with the SEC.
COMPANY OVERVIEW
We are a leading global manufacturer of technology solutions including mission systems, radio frequency (RF) components/RF microwave/microelectronic assemblies, and quick-turn and technologically advanced printed circuit boards (PCB). We focus on providing time-to-market and volume production of advanced technology products and offer a one-stop design, engineering, and manufacturing solution to our customers. This solution allows us to align technology development with the diverse needs of our customers and to enable them to reduce the time required to develop new products and bring them to market. We serve a diversified customer base consisting of approximately 1,500 customers in various markets throughout the world, including aerospace and defense, data center computing, automotive, medical, industrial and instrumentation, and networking. Our customers include original equipment manufacturers (OEMs), electronic manufacturing services (EMS) providers, original design manufacturers (ODMs), distributors, and government agencies (both domestic and allied foreign governments).
RECENT DEVELOPMENTS
On August 1, 2024, we entered into a First Amendment to our Amended and Restated Term Loan Credit Agreement, dated as of May 30, 2023, by and among us, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the several lenders from time to time parties thereto, pursuant to which we closed a $346.5 million senior secured term loan (New Term Loan Facility) that bears interest at a floating rate of 1-month Chicago Mercantile Exchange (CME) Term Secured Overnight Financing Rate (SOFR) plus an applicable margin of 2.25%, 50 basis points lower than our previous Term Loan issued in May 2023 (Term Loan Facility). The New Term Loan Facility amends and restates our previous Term Loan Facility. The New Term Loan Facility is issued at par, maintains the same maturity of May 30, 2030 as the previous Term Loan Facility, and the majority is a cashless rollover from the previous Term Loan Facility. We estimate we will incur fees and expenses of approximately $1.0 million related to the refinancing activity. The new financing is expected to generate annual interest savings of approximately $1.7 million.
On November 1, 2023, we announced our selection of Syracuse, New York as the location for a new proposed advanced technology PCB manufacturing facility. We expect that the proposed facility will bring advanced technology capability for our domestic high-volume production of ultra-high-density interconnect (HDI) PCBs in support of national security requirements. We believe the planned investment aligns with New York State’s continuing focus on the region as a premier technology hub for U.S. electronics and the recent selection of Buffalo-Rochester-Syracuse (BRS) for the Federal Tech Hub designation. The project reflects our support for cultivating a stronger microelectronics ecosystem in New York and across the U.S. Aerospace and Defense industrial base. We have broken ground on the 24-acre property adjacent to our existing facility in Syracuse for the campus expansion and the site for the new facility, and we expect initial low rate production within 18 to 24 months. Phase one of the proposed project, including capital for campus-wide improvements is estimated to be $100.0 million to $130.0 million, and is anticipated to run through 2026. Our planned capital investment commitments will be determined after finalizing terms with various stakeholders.
FINANCIAL OVERVIEW
While our customers include both OEMs and EMS providers, we measure customers based on OEM companies, as they are the ultimate end customers. Sales to our ten largest customers collectively accounted for 54% of our net sales for both the quarter and two quarters ended July 1, 2024. Sales to our ten largest customers collectively accounted for 50% and 49% of our net sales for the quarter and two quarters ended July 3, 2023, respectively. We sell to OEMs both directly and indirectly through EMS providers.
The percentage of our net sales attributable to each of the principal end markets we served was as follows:
End Markets (1):
45
47
46
100
We derive revenues primarily from the sale of PCBs, engineered systems using customer-supplied engineering and design plans as well as our long-term contracts related to the design and manufacture of highly sophisticated intelligence, surveillance, and communications solutions, and RF and microwave/microelectronics components, assemblies, and subsystems. Orders for products generally correspond to the production schedules of our customers and are supported with firm purchase orders. Our customers have continuous control of the work in progress and finished goods throughout the PCB and engineered systems manufacturing process, as these are built to customer specifications with no alternative use, and there is an enforceable right of payment for work performed to date. As a result, we recognize revenue progressively over time based on the extent of progress towards completion of the performance obligation. We recognize revenue based on a cost method as it best depicts the transfer of control to the customer which takes place as we incur costs. Revenues are recorded proportionally as costs are incurred.
We also manufacture certain components, assemblies, subsystems, and completed systems which service our RF and Specialty Components (RF&S Components) customers and certain aerospace and defense customers. We recognize revenue at a point in time upon transfer of control of the products to our customer. Point in time recognition was determined as our customers do not simultaneously receive or consume the benefits provided by our performance and the asset being manufactured has alternative uses to us.
Net sales consist of gross sales less an allowance for returns, which typically have been approximately 2% of gross sales. We provide our customers a limited right of return for defective PCBs including components, subsystems, and assemblies. We record an estimate for sales returns and allowances at the time of sale based on historical results and anticipated returns.
Cost of goods sold consists of materials, labor, outside services, and overhead expenses incurred in the manufacture and testing of our products. Shipping and handling fees and related freight costs and supplies associated with shipping products are also included as a component of cost of goods sold. Many factors affect our gross margin, including capacity utilization, product mix, production volume, supply chain issues, and yield.
Selling and marketing expenses consist primarily of salaries, labor related benefits, and commissions paid to our internal sales force, independent sales representatives, and our sales support staff, as well as costs associated with marketing materials and trade shows.
General and administrative costs primarily include the salaries for executive, finance, accounting, information technology, and human resources personnel, as well as expenses for accounting and legal assistance, incentive compensation expense, and gains or losses on the sale or disposal of property, plant, and equipment.
Research and development expenses consist primarily of salaries and labor related benefits paid to our research and development staff, as well as material costs.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated condensed financial statements included in this Report have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities.
22
See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the fiscal year ended January 1, 2024 for further discussion of critical accounting policies and estimates. There were no material changes to our critical accounting policies and estimates since January 1, 2024.
RESULTS OF OPERATIONS
The relationship of various items to net sales in our consolidated condensed statements of operations was as follows:
100.0
80.6
82.0
81.2
83.1
19.4
18.0
18.8
16.9
3.3
3.4
3.6
6.4
6.9
7.0
6.7
1.4
1.2
0.7
2.4
0.2
0.4
13.0
14.1
14.0
15.3
3.9
4.8
1.6
(2.0
(2.2
(2.1
(0.2
(0.1
0.1
0.6
0.9
1.1
(1.4
(1.5
(1.0
(1.6
Income before income taxes
5.0
3.8
(0.7
(1.2
4.3
3.1
The following discussion and analysis is for the quarter and two quarters ended July 1, 2024, compared to the quarter and two quarters ended July 3, 2023, unless otherwise stated.
Net Sales
Total net sales increased $58.6 million, or 10.7%, to $605.1 million for the second quarter of 2024 from $546.5 million for the second quarter of 2023. The increase in total net sales primarily resulted from an increase in net sales for the PCB reportable segment of $59.6 million, or 11.1%, to $596.1 million for the second quarter of 2024 from $536.5 million for the second quarter of 2023. The primary driver of this increase was demand growth in our aerospace and defense and data center computing end markets, partially offset by demand weakness in our automotive, networking, and medical, industrial, and instrumentation end markets. Net sales for the RF&S Components reportable segment decreased $1.0 million, or 9.5%, to $9.0 million for the second quarter of 2024 from $10.0 million for the second quarter of 2023, which was primarily due to lower demand in our networking end market.
Total net sales increased $84.4 million or 7.7%, to $1,175.3 million for the first two quarters of 2024 from $1,090.9 million for the first two quarters of 2023. This increase in total net sales primarily resulted from an increase in net sales for the PCB reportable segment of $87.3 million, or 8.2%, to $1,157.9 million for the first two quarters of 2024 from $1,070.6 million for the first two quarters of 2023. The primary driver of this increase was demand growth in our aerospace and defense and data center computing end markets, partially offset by demand weakness in our networking, automotive, and medical, industrial, and instrumentation end markets, and by the sale of our Shanghai backplane business in the first quarter of 2023, which had the effect of reducing $8.4 million of net sales when comparing the first two quarters of 2024 to the first two quarters of 2023. Net sales for the RF&S Components reportable segment decreased $3.0 million, or 14.8%, to $17.3 million for the first two quarters of 2024 from $20.3 million for the first two quarters of 2023, which was primarily due to lower demand in our networking end market.
Gross Margin
Overall gross margin increased to 19.4% for the second quarter of 2024 from 18.0% for the second quarter of 2023. Gross margin for the PCB reportable segment increased to 20.0% for the second quarter of 2024 from 18.6% for the second quarter of 2023. This increase was due to higher sales volume, particularly in the data center computing end market, and improved operational execution. Gross margin for the RF&S Components reportable segment decreased to 49.8% for the second quarter of 2024 from 57.4% for the second quarter of 2023, primarily due to lower sales.
23
Overall gross margin increased to 18.8% for the first two quarters of 2024 from 16.9% for the first two quarters of 2023. Gross margin for the PCB reportable segment increased to 19.7% for the first two quarters of 2024 from 17.6% for the first two quarters of 2023. This increase was due to higher sales volume, particularly in the data center computing end market, and improved operational execution. Gross margin for the RF&S Components reportable segment decreased to 48.7% for the first two quarters of 2024 from 53.5% for the first two quarters of 2023, primarily due to lower sales.
An important factor affecting gross margins is capacity utilization, which is measured by the actual production as a percentage of maximum capacity. This measure is particularly important in our high-volume PCB facilities in Asia, as a significant portion of our operating costs are fixed in nature. North America utilization figures are not as meaningful as Asia because bottlenecks in these high mix low volume facilities tend to occur in areas outside of plating, which is the core process that we use for calculating utilization rates. Capacity utilization for the second quarter of 2024 in our Asia and North America PCB facilities was 64% and 39%, respectively, compared to 46% and 38%, respectively, for the second quarter of 2023. Capacity utilization for the first two quarters of 2024 in our Asia and North America PCB facilities was 58% and 38%, respectively, compared to 49% and 38%, respectively, for the first two quarters of 2023. The increase in capacity utilization in our Asia PCB facilities was due to continued strong data center demand.
Selling and Marketing Expenses
Selling and marketing expenses increased $1.6 million to $19.8 million, or 3.3% of net sales, for the second quarter of 2024 from $18.2 million, or 3.3% of net sales, for the second quarter of 2023. The increase in selling and marketing expenses was primarily due to increases in labor costs and commissions. The selling and marketing expenses as a percentage of net sales was flat as a result of higher net sales offset by increased expenses.
Selling and marketing expenses increased $0.6 million to $40.1 million, or 3.4% of net sales, for the first two quarters of 2024 from $39.5 million, or 3.6% of net sales, for the first two quarters of 2023. The increase in selling and marketing expenses was primarily due to increases in certain personnel costs and stock-based compensation, partially offset by a decrease in commissions. The selling and marketing expenses as a percentage of net sales decreased as a result of higher net sales.
General and Administrative Expenses
General and administrative expenses increased $0.8 million to $38.6 million, or 6.4% of net sales, for the second quarter of 2024 from $37.8 million, or 6.9% of net sales, for the second quarter of 2023. The increase in general and administrative expenses was primarily due to increases in consulting and legal expenses, bad debt, labor costs, and the write down of our Hong Kong building of $6.1 million, partially offset by gains on the sale of assets primarily related to the sale of two buildings vacated by the closure of our Anaheim and Santa Clara plants of $14.4 million. The general and administrative expenses as a percentage of net sales decreased as a result of higher net sales.
General and administrative expenses increased $9.4 million to $82.3 million, or 7.0% of net sales, for the first two quarters of 2024 from $72.9 million, or 6.7% of net sales, for the first two quarters of 2023. The increase in general and administrative expenses was primarily due to increases in labor costs, consulting and legal expenses, incentive compensation, bad debt, stock-based compensation, and the write down of our Hong Kong building of $6.1 million, partially offset by gains on the sale of assets primarily related to the sale of two buildings vacated by the closure of our Anaheim and Santa Clara plants of $14.4 million.
Research and Development Expenses
Research and development expenses increased $2.1 million to $8.5 million, or 1.4% of net sales, for the second quarter of 2024 from $6.4 million, or 1.2% of net sales, for the second quarter of 2023. The increase in research and development expenses was primarily due to increases in labor costs and research and development projects.
Research and development expenses increased $2.4 million to $15.9 million, or 1.4% of net sales, for the first two quarters of 2024 from $13.5 million, or 1.2% of net sales, for the first two quarters of 2023. The increase in research and development expenses was primarily due to increases in labor costs and research and development projects.
Total Other Expense, Net
Total other expense, net increased $0.5 million to $8.5 million for the second quarter of 2024 from $8.0 million for the second quarter of 2023, primarily due to a $2.8 million decrease in foreign currency gain mainly resulting from higher monetary liabilities than assets in Renminbi (RMB) in the second quarter of 2024 as compared to the second quarter of 2023 and an increase in interest expense of $0.4 million, partially offset by an increase in interest income of $1.5 million and the absence of $1.2 million of loss on extinguishment in the second quarter of 2024 as compared to the second quarter of 2023. We utilize the RMB at our China facilities for employee-related expenses, RMB denominated purchases, and other costs of running our operations in China.
Total other expense, net decreased $6.8 million to $11.5 million for the first two quarters of 2024 from $18.3 million for the first two quarters of 2023, primarily due to an increase in interest income of $3.3 million and an increase in foreign currency gains of $2.9 million resulting from the weakening RMB in the first two quarters of 2024 compared to the first two quarters of 2023.
24
Income Taxes
Income tax expense decreased $2.4 million to $4.2 million for the second quarter of 2024 from $6.6 million for the second quarter of 2023. The decrease in income tax expense was primarily due to a windfall tax benefit of the stock-based compensation releases and finalization of China and Canada corporate income tax returns which was partially offset by the absence in the second quarter of 2024 of the release of uncertain tax position benefits that existed in the second quarter of 2023.
Income tax expense increased $9.1 million to $7.8 million for the first two quarters of 2024 from an income tax benefit of $1.3 million for the first two quarters of 2023. The increase in income tax expense for the first two quarters of 2024 was primarily due to an increase in pre-tax income for the first two quarters of 2024, the absence in the first two quarters of 2024 of the release of uncertain tax position benefits that existed in the first two quarters of 2023, and the approval of our renewal application for High and New Technology Enterprise status for two of our manufacturing subsidiaries in China (including the impact on the respective subsidiaries’ deferred tax amounts), but partially offset by a windfall tax benefit of the stock-based compensation releases and finalization of China and Canada corporate income tax returns.
Our effective tax rate is primarily impacted by the mix of foreign and U.S. income, tax rates in China and Hong Kong, the U.S. federal income tax rate, apportioned state income tax rates, the generation of credits and deductions available to us as well as changes in valuation allowances and certain non-deductible items. We had a net deferred income tax liability of $42.9 million and $54.4 million as of July 1, 2024 and July 3, 2023, respectively.
Liquidity and Capital Resources
Our principal sources of liquidity have been cash provided by operations, the issuance of debt, and borrowings under our revolving credit facility. Our principal uses of cash have been to finance capital expenditures, finance acquisitions, fund working capital requirements, repay debt obligations, and repurchase common stock. We anticipate that financing capital expenditures, financing acquisitions, funding working capital requirements, servicing debt, and repurchasing common stock will be the principal demands on our cash in the future.
Cash flow provided by operating activities during the first two quarters of 2024 was $85.8 million as compared to cash flow provided by operating activities of $81.0 million in the same period in 2023. The increase in cash flow was primarily due to an increase in net income of $35.8 million partially offset by an increased investment in working capital.
Net cash used in investing activities during the first two quarters of 2024 was $52.5 million, primarily resulting from the use of $88.8 million for purchases of property, plant and equipment and other assets. This is partially offset by the receipt of $29.6 million of proceeds from the sale of property, plant, and equipment and other assets primarily related to the sale of two buildings vacated by the closure of our Anaheim and Santa Clara plants and $6.7 million of proceeds from the sale of property associated with our Shanghai E‑MS subsidiary. Net cash used in investing activities was approximately $12.3 million for the first two quarters of 2023, primarily reflecting the use of $80.5 million for purchases of property, plant, and equipment and other assets, partially offset by the receipt of $61.8 million of proceeds from the sale of property associated with our Shanghai E‑MS subsidiary and $6.0 million of proceeds from the sale of our Shanghai Backplane Assembly subsidiary, net of cash disposed.
Net cash used in financing activities during the first two quarters of 2024 was $37.1 million reflecting the use of $34.5 million for repurchases of common stock and $2.6 million for the repayment of long-term debt borrowings. Net cash used in financing activities during the first two quarters of 2023 was $72.4 million, primarily reflecting repayment of long-term debt borrowings of $290.7 million, refund of customer deposits of $7.5 million, payment of debt issuance costs of $5.5 million, and payment of original issue discount of $3.5 million, partially offset by the receipt of proceeds from long-term debt borrowing of $234.8 million.
As of July 1, 2024, we had cash and cash equivalents of $446.2 million, of which $174.6 million was held by our foreign subsidiaries, primarily in China. Should we choose to remit cash to the United States from our foreign locations, we may incur tax obligations which would reduce the amount of cash ultimately available to the United States. However, we believe there would be no material tax consequences not previously accrued for the repatriation of this cash.
Our total 2024 capital expenditures are expected to be in the range of $190.0 million to $210.0 million.
Share Repurchases
On May 3, 2023, our Board of Directors authorized a share repurchase program (2023 Repurchase Program) allowing us to repurchase up to $100.0 million of our common stock from time to time through May 3, 2025. During the quarter ended July 1, 2024, we repurchased 1.4 million shares of our common stock for a total cost of $25.1 million (including commissions) and during the two quarters ended July 1, 2024, we repurchased 2.0 million shares of our common stock for a total cost of $34.5 million (including commissions). As of July 1, 2024, the remaining amount in value available to be repurchased under the 2023 Repurchase Program was approximately $41.1 million.
25
Long-term Debt and Letters of Credit
As of July 1, 2024, we had $916.1 million of outstanding debt, net of discount and debt issuance costs, composed of $496.3 million of Senior Notes due March 2029, $339.8 million under the Term Loan Facility, and $80.0 million under the Asia Asset-Based Lending Credit Agreement (Asia ABL).
Pursuant to the terms of the Senior Notes due March 2029 and Term Loan Facility, we are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and restricted payments. Under the U.S. Asset-Based Lending Credit Agreement (U.S. ABL) and Asia ABL (collectively, the ABL Revolving Loans), we are also subject to various financial covenants, including leverage and fixed charge coverage ratios. As of July 1, 2024, we were in compliance with the covenants under the Senior Notes due March 2029, Term Loan Facility, and ABL Revolving Loans.
Based on our current level of operations, we believe that cash generated from operations, cash on hand, and cash from the issuance of term and revolving debt will be adequate to meet our currently anticipated capital expenditure, debt service, and working capital needs for the next 12 months. Additional information regarding our indebtedness, including information about the credit available under our debt facilities, interest rates, and other key terms of our outstanding indebtedness, is included in Part I, Item 1, Note 8, Long‑term Debt and Letters of Credit, of the Notes to Consolidated Condensed Financial Statements included in this Report.
We have agreements with financial institutions to facilitate payments to certain suppliers. Under the terms of the agreements, we confirm the validity of each supplier invoice to the respective financial institution upon receipt. The supplier receives payment from the financial institution, and we pay the financial institution based on the terms negotiated, which generally range from 160 days to 360 days. Liabilities associated with these agreements are recorded in accounts payable on the consolidated condensed balance sheets and amounted to $5.1 million and $18.8 million as of July 1, 2024 and January 1, 2024, respectively.
Contractual Obligations and Commitments
As part of our on-going operations, we enter into contractual arrangements that obligate us to make future cash payments. These obligations impact our liquidity and capital resource needs. Our estimated future obligations consist of long-term debt obligations, interest on debt obligations, derivative liabilities, purchase obligations, and leases. As of July 1, 2024, there were no material changes outside the ordinary course of business since January 1, 2024 to our contractual obligations and commitments and the related cash requirements.
We have and may continue to enter into industrial cooperation agreements, sometimes referred to as offset agreements, as a condition to obtaining orders for our products and services from customers in foreign countries. As of July 1, 2024, we had outstanding offset agreements of approximately $28.0 million, some of which extend through 2028. Offset programs usually extend over several years and in some cases provide for penalties in the event we fail to perform in accordance with contract requirements. To date, we have not been obligated to pay any such penalties. For details about our offset agreements, see Part I, Item 1, Note 14, Commitments and Contingencies, of the Notes to Consolidated Condensed Financial Statements included in this Report.
Seasonality
We tend to experience modest seasonal softness in the first and third quarters due to holidays and vacation periods in China and North America, respectively, which limit production leading to stronger revenue levels in the second and fourth quarters.
Recently Issued Accounting Standards
For a description of recently adopted and issued accounting standards, including the respective dates of adoption and the expected effects on our results of operations and financial condition, see Part I, Item 1, Note 1, Nature of Operations and Basis of Presentation, of the Notes to Consolidated Condensed Financial Statements included in this Report.
26
In the normal course of business operations, we are exposed to risks associated with fluctuations in interest rates, foreign currency exchange rates, and commodity prices. We address these risks through controlled risk management that includes the use of derivative financial instruments to economically hedge or reduce these exposures. We do not enter into derivative financial instruments for trading or speculative purposes.
We have not experienced any losses to date on any derivative financial instruments due to counterparty credit risk.
To ensure the adequacy and effectiveness of our commodity price hedge positions, we continually monitor our commodity hedge price positions, both on a stand-alone basis and in conjunction with their underlying commodity price exposures, from an accounting and economic perspective. However, given the inherent limitations of forecasting and the anticipatory nature of the exposures intended to be hedged, we cannot be assured that such programs will offset more than a portion of the adverse financial impact resulting from unfavorable movements in commodity prices. In addition, the timing of the accounting for recognition of gains and losses related to mark-to-market instruments for any given period may not coincide with the timing of gains and losses related to the underlying economic exposures and, therefore, may adversely affect our consolidated operating results and financial position.
For additional information regarding our interest rate swap arrangement and commodity contracts, see Part I, Item 1, Note 12, Financial Instruments, of the Notes to Consolidated Condensed Financial Statements included in this Quarterly Report on Form 10-Q (Report).
Interest Rate Risks
Our business is exposed to risk resulting from fluctuations in interest rates. Our interest expense is more sensitive to fluctuations in the general level of Term Secured Overnight Financing Rate (SOFR) interest rates than to changes in rates in other markets. Increases in interest rates would increase interest expense relating to our outstanding variable rate borrowings and increase the cost of debt. Fluctuations in interest rates can also lead to significant fluctuations in the fair value of our debt obligations.
On March 23, 2023, we entered into a four-year pay-fixed, receive-floating (1-month Chicago Mercantile Exchange (CME) Term SOFR), interest rate swap arrangement with a notional amount of $250.0 million for the period beginning April 1, 2023 and ending on April 1, 2027. Under the terms of the interest rate swap, we pay a fixed rate of 3.49% against a portion of our Term SOFR-based debt and receive floating 1-month CME Term SOFR during the swap period.
See Liquidity and Capital Resources and Long-term Debt and Letters of Credit appearing in Part I, Item 2 of this Report for further discussion of our financing facilities and capital structure. As of July 1, 2024, approximately 80.9% of our total debt was based on fixed rates. Based on our borrowings as of July 1, 2024, an assumed 100 basis point change in variable rates would cause our annual interest cost to change by $1.8 million.
Foreign Currency Exchange Rate Risks
In the normal course of business, we are exposed to risks associated with fluctuations in foreign currency exchange rates related to transactions that are denominated in currencies other than our functional currencies, as well as the effects of translating amounts denominated in a foreign currency to the U.S. Dollar as a normal part of our financial reporting process. Most of our foreign operations have the U.S. Dollar as their functional currency, however, one of our China facilities utilizes the Renminbi (RMB), which results in recognition of translation adjustments included as a component of other comprehensive income (loss). Our foreign exchange exposure results primarily from employee-related and other costs of running our operations in foreign countries, foreign currency denominated purchases, and translation of balance sheet accounts denominated in foreign currencies. We do not engage in hedging to manage this foreign currency risk.
Commodity Price Risks
We are exposed to certain commodity risks associated with prices for various raw materials, particularly copper, which may negatively affect our profitability. Copper clad laminates (CCLs), a key raw material for the manufacture of printed circuit boards (PCBs), are made from epoxy resin, glass cloth, and copper foil. We only buy a small amount of copper directly. However, copper is a major driver of laminate cost. We are hedging copper as a proxy for hedging laminate. We will continue to evaluate our commodity risks and may utilize commodity forward purchase contracts more in the future.
Debt Instruments
The fiscal calendar maturities of our debt instruments through 2028 and thereafter were as follows:
WeightedAverageInterest Rate
US$ Variable Rate (1)
875
4,375
83,500
330,750
426,500
427,585
7.81%
US$ Fixed Rate
4.00%
830,750
884,890
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our CEO and CFO have concluded that, as of July 1, 2024 such disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.
In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
We continue to expand our implementation of an enterprise resource planning (ERP) system on a worldwide basis, which is expected to improve the efficiency of the financial reporting and related transaction processes. We have completed the implementation at certain locations and as a result, we made changes to our processes and procedures which, in turn, resulted in changes to our internal control over financial reporting, including the implementation of additional controls. We are in the process of rolling out the ERP system to our remaining locations to standardize the ERP system.
There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended July 1, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
From time to time, we may become a party to various legal proceedings arising in the ordinary course of our business. There can be no assurance that we will prevail in any such litigation. We believe that the amount of any reasonably possible or probable loss for known matters would not be material to our financial statements; however, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate potential loss could have a material adverse effect on our financial condition, results of operations, or cash flows in a particular period.
There have been no material changes in our risk factors as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 1, 2024.
Issuer Purchases of Equity Securities
The following table provides information about repurchases by us of shares of our common stock during the quarter ended July 1, 2024:
Period
Total Number of Shares Purchased
Average Price Paid per Share (1)
Total Number of Shares Purchased As Part of Publicly Announced Program (2)
Maximum Approximate Dollar of Shares that May Yet be Purchased Under the Program (3)
April 2, 2024 - April 29, 2024
66,234
April 30, 2024 - May 27, 2024
1,390
18.09
41,088
May 28, 2024 - July 1, 2024
Total for the quarter ended July 1, 2024
Not applicable.
Rule 10b5-1 Trading Plans
During the quarter ended July 1, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5‑1(c) or any “non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408 of Regulation S-K.
Exhibit
Filed/Furnished
Incorporated by Reference
Number
Exhibit Description
Herewith
Form
File Number
Filing Date
TTM Technologies, Inc. Amended and Restated Certificate of Incorporation, effective May 8, 2024
8-K
000-31285
May 10, 2024
3.2
Certificate of Correction of the Amended and Restated Certificate of Incorporation, filed June 10, 2024
8-K/A
June 10, 2024
TTM Technologies, Inc. Sixth Amended and Restated Bylaws
10.1
First Amendment, dated as of June 10, 2024, to that certain Amended and Restated ABL Credit Agreement, dated as of May 30, 2023, by and among TTM Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, Bank of America, N.A. and Truist Securities, Inc. as Syndication Agents, and HSBC Securities (USA) Inc., as Documentation Agent.
X
10.2
First Amendment, dated as of August 1, 2024, to that certain Amended and Restated Term Loan Credit Agreement, dated as of May 30, 2023, by and among TTM Technologies, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the several lenders from time to time parties thereto
31.1
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q (Report) are not deemed filed with the Commission and are not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.
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.
TTM Technologies, Inc.
/s/ Thomas T. Edman
Dated: August 6, 2024
Thomas T. Edman
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Daniel L. Boehle
Daniel L. Boehle
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)