10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on May 7, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form
For the quarterly period ended
Or
For the transition period from ____________ to____________
Commission File Number:
TTM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(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 |
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.
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).
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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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 May 2, 2024, there were outstanding
TTM TECHNOLOGIES, INC.
Form 10-Q
For the Quarter Ended April 1, 2024
TABLE OF CONTENTS
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
TTM TECHNOLOGIES, INC.
Consolidated Condensed Balance Sheets
As of April 1, 2024 and January 1, 2024
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As of |
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April 1, 2024 |
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January 1, 2024 |
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(Unaudited) |
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(In thousands, except par value) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Contract assets |
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Inventories |
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Receivable from sale of Shanghai E-MS (SH E-MS) property |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant, and equipment, net |
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Operating lease right-of-use assets |
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Goodwill |
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Definite-lived intangibles, net |
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Deposits and other non-current assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Short-term debt, including current portion of long-term debt |
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$ |
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$ |
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Accounts payable |
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Contract liabilities |
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Accrued salaries, wages, and benefits |
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Other current liabilities |
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Total current liabilities |
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Long-term debt, net of discount and issuance costs |
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Operating lease liabilities |
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Other long-term liabilities |
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Total long-term liabilities |
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Equity: |
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Common stock, $ |
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Treasury stock – common stock at cost; |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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Total stockholders’ equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to consolidated condensed financial statements.
3
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Operations
For the Quarters Ended April 1, 2024 and April 3, 2023
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Quarter Ended |
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April 1, 2024 |
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April 3, 2023 |
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(Unaudited) |
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(In thousands, except per share data) |
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Net sales |
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$ |
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$ |
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Cost of goods sold |
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Gross profit |
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Operating expenses: |
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Selling and marketing |
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General and administrative |
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Research and development |
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Amortization of definite-lived intangibles |
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Restructuring charges |
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Total operating expenses |
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Operating income (loss) |
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Other (expense) income: |
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Interest expense |
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Gain on sale of subsidiary |
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Other, net |
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Total other expense, net |
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Income (loss) before income taxes |
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Income tax (provision) benefit |
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Net income (loss) |
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$ |
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$ |
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Earnings (loss) per share: |
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Basic earnings (loss) per share |
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$ |
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$ |
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Diluted earnings (loss) per share |
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See accompanying notes to consolidated condensed financial statements.
4
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Comprehensive Income (Loss)
For the Quarters Ended April 1, 2024 and April 3, 2023
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Quarter Ended |
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April 1, 2024 |
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April 3, 2023 |
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(Unaudited) |
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(In thousands) |
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Net income (loss) |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Pension obligation adjustments, net |
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Foreign currency translation adjustments, net |
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Derecognition of foreign currency translation adjustments |
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Net unrealized gain (loss) on cash flow hedges: |
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Unrealized gain (loss) on effective cash flow hedges during |
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Amounts realized in the statement of operations, net |
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Net |
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Other comprehensive income (loss), net of tax |
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Comprehensive income (loss), net of tax |
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$ |
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$ |
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See accompanying notes to consolidated condensed financial statements.
5
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Stockholders’ Equity
For the Quarters Ended April 1, 2024 and April 3, 2023
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Common Stock |
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Treasury Stock |
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Additional |
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Retained |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Earnings |
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Loss |
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Equity |
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(Unaudited) |
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(In thousands) |
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Balance, January 1, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock for |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock for |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Repurchases of common stock |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, April 1, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Treasury Stock |
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Additional |
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Retained |
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Accumulated |
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Total |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Earnings |
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Loss |
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Equity |
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(Unaudited) |
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(In thousands) |
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Balance, January 2, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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Issuance of common stock for |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock for |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, April 3, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to consolidated condensed financial statements.
6
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Cash Flows
For the Quarters Ended April 1, 2024 and April 3, 2023
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Quarter Ended |
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April 1, 2024 |
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April 3, 2023 |
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(Unaudited) |
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(In thousands) |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation of property, plant, and equipment |
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Amortization of definite-lived intangible assets |
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Amortization of debt discount and issuance costs |
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Deferred income taxes |
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Stock-based compensation |
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Gain on sale of subsidiary |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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Contract assets |
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Inventories |
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Prepaid expenses and other current assets |
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Accounts payable |
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Contract liabilities |
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Accrued salaries, wages, and benefits |
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Other current liabilities |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Proceeds from sale of SH E-MS property |
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Purchase of property, plant, and equipment and other assets |
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Proceeds from sale of property, plant, and equipment and other assets |
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Proceeds from sale of subsidiary, net of cash disposed |
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Net cash (used in) provided by investing activities |
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Cash flows from financing activities: |
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Repayment of long-term debt borrowing |
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Repurchases of common stock |
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Net cash used in financing activities |
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Effect of foreign currency exchange rates on cash and cash equivalents |
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Net (decrease) increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental cash flow information: |
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Cash paid, net for interest |
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$ |
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$ |
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Cash paid, net for income taxes |
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Supplemental disclosure of noncash investing activities: |
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Property, plant, and equipment recorded in accounts payable and other current liabilities |
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$ |
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$ |
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See accompanying notes to consolidated condensed financial statements.
7
TTM TECHNOLOGIES, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)
(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 consolidated condensed financial statements have been prepared by the Company, without audit, 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. 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.
8
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 $
During the quarter ended April 1, 2024, the Company repurchased
(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 $
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 April 1, 2024, there was
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 ended April 1, 2024,
9
(4) Revenues
As of April 1, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations for long-term contracts was $
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 April 1, 2024 and January 1, 2024 were $
Revenue recognized for the quarter ended April 1, 2024 from amounts recorded as contract liabilities as of January 1, 2024 was $
Revenue from products and services transferred to customers over time and at a point in time accounted for
Disaggregated revenue by principal end markets with reportable segments was as follows:
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Quarter Ended April 1, 2024 |
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PCB |
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RF and Specialty Components |
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Total |
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(In thousands) |
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End Markets: |
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Aerospace and Defense |
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$ |
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$ |
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$ |
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Automotive |
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Data Center Computing |
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Medical/Industrial/Instrumentation |
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Networking |
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Total |
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$ |
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$ |
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$ |
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Quarter Ended April 3, 2023 |
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PCB |
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RF&S Components |
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Total |
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(In thousands) |
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End Markets: |
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Aerospace and Defense |
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$ |
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$ |
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$ |
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Automotive |
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Data Center Computing |
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Medical/Industrial/Instrumentation |
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Networking |
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Total |
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$ |
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$ |
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$ |
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10
(5) Composition of Certain Consolidated Condensed Financial Statement Captions
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As of |
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April 1, 2024 |
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January 1, 2024 |
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(In thousands) |
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Inventories: |
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Raw materials |
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$ |
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$ |
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Work-in-process |
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Finished goods |
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Inventories |
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$ |
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$ |
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Property, plant, and equipment, net: |
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Land and land use rights |
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$ |
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$ |
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Buildings and improvements |
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Machinery and equipment |
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Furniture and fixtures and other |
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Construction-in-progress |
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Property, plant, and equipment, gross |
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Less: Accumulated depreciation |
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( |
) |
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( |
) |
Property, plant, and equipment, net |
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$ |
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$ |
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Other current liabilities: |
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Accrued capital expenditures |
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$ |
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$ |
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Sales return and allowances |
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Accrued facility operating costs |
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Operating leases |
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Warranty |
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Housing fund |
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Income taxes payable |
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Accrued professional fees |
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Interest |
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Restructuring |
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Derivative liabilities |
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Other |
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Other current liabilities |
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$ |
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$ |
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Other long-term liabilities: |
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Deferred income taxes |
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$ |
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$ |
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Customer deposits |
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Finance leases |
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Defined benefit pension plan liability |
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Derivative liabilities |
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Other |
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Other long-term liabilities |
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$ |
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$ |
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11
(6) Goodwill
Goodwill by reportable segment was as follows:
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PCB |
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RF&S Components |
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Total |
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(In thousands) |
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As of April 1, 2024 and January 1, 2024 |
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Goodwill |
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$ |
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$ |
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$ |
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Accumulated impairment losses |
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( |
) |
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( |
) |
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( |
) |
Carrying amount |
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$ |
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$ |
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$ |
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(7) Definite-lived Intangibles
The components of definite-lived intangibles were as follows:
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Gross |
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Accumulated |
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Net |
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Weighted |
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(In thousands) |
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(In years) |
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As of April 1, 2024 |
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Customer relationships |
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$ |
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$ |
( |
) |
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$ |
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Technology |
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( |
) |
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Backlog |
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( |
) |
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Trade names |
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( |
) |
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Total |
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$ |
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|
$ |
( |
) |
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$ |
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As of January 1, 2024 |
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Customer relationships |
|
$ |
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|
$ |
( |
) |
|
$ |
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Technology |
|
|
|
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|
( |
) |
|
|
|
|
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|||
Backlog |
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( |
) |
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Trade names |
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( |
) |
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Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
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Definite-lived intangibles are amortized using the straight-line method of amortization over the useful life. Amortization expense was $
Estimated aggregate amortization for definite-lived intangible assets for the next five years and thereafter is as follows:
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(In thousands) |
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Remaining 2024 |
|
$ |
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2025 |
|
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2026 |
|
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2027 |
|
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2028 |
|
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Thereafter |
|
|
|
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Total |
|
$ |
|
|
12
(8) Long-term Debt and Letters of Credit
Long-term debt was as follows:
|
|
As of April 1, 2024 |
|
|
As of January 1, 2024 |
|
||||||||||||
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Interest Rate |
|
Principal |
|
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Interest Rate |
|
Principal |
|
||||||||
|
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(In thousands, except interest rates) |
|
|||||||||||||||
Senior Notes due |
|
|
|
% |
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