the accompanying notes to the unaudited pro forma condensed combined financial statements;

the separate audited consolidated financial statements of TTM and accompanying notes as of and for the year ended January 3, 2022, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in TTM’s Annual Report on Form 10-K that can be found at www.sec.gov;

the separate audited consolidated financial statements of Telephonics as of and for the year ended September 30, 2021 included in Exhibit 99.1 in this Current Report on Form 8-K/A (this “Report”);

the separate unaudited condensed consolidated financial statements of TTM and accompanying notes as of April 4, 2022 and for the three months ended April 4, 2022, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, that can be found at www.sec.gov; and

the separate unaudited condensed consolidated financial statements of Telephonics as of March 31, 2022 and for the two quarters ended March 31, 2022 included in Exhibit 99.1 in this Report.

the unaudited pro forma condensed combined balance sheet as of April 4, 2022 combines TTM’s unaudited condensed consolidated balance sheet as of April 4, 2022 with Telephonics’ unaudited condensed consolidated balance sheet as of March 31, 2022.

the unaudited pro forma condensed combined statements of operations for the fiscal year ended January 3, 2022 combines TTM’s historical consolidated statement of operations for the fiscal year ended January 3, 2022 with Telephonics’ unaudited condensed consolidated statement of operations for the four fiscal quarters ended December 31, 2021.

the unaudited pro forma condensed combined statements of operations for the three months ended April 4, 2022 combines TTM’s historical unaudited condensed consolidated statement of operations for the three months ended April 4, 2022 with Telephonics’ unaudited condensed consolidated statement of operations for the quarter ended March 31, 2022.

(In thousands)

ASSETS

Current assets:

Cash and cash equivalents

Accounts receivable, net

Contract assets

Inventories

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Operating lease right-of-use assets

Goodwill

Definite-lived intangibles, net

Deposits and other non-current assets

Total assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Contract liabilities

Accrued salaries, wages and benefits

Other current liabilities

Total current liabilities

Long-term debt, net of discount and issuance costs

Operating lease liabilities

Other long-term liabilities

Total long-term liabilities

Equity:

Common stock

Treasury stock

Additional paid-in capital

Retained earnings

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

(In thousands)

Net sales

Cost of goods sold

Gross profit

Operating expenses:

Selling and marketing

General and administrative

Research and development

Amortization of definite-lived intangibles

Restructuring charges

Total operating expenses

Operating income (loss)

Other (expense) income:

Interest expense

Loss on extinguishment of debt

Other, net

Total other (expense) income, net

Income before income taxes

Income tax (provision) benefit

Net income

(In thousands)

Net sales

Cost of goods sold

Gross profit

Operating expenses:

Selling and marketing

General and administrative

Research and development

Amortization of definite-lived intangibles

Total operating expenses

Operating income (loss)

Other (expense) income:

Interest expense

Other, net

Total other (expense) income, net

Income (loss) before income taxes

Income tax benefit (provision)

Net income (loss)

Accounts receivable

Contract assets

Inventories

Prepaid expenses and other current assets

Property, plant and equipment

Operating lease right-of-use assets

Goodwill

Identifiable intangible assets

Deposits and other non-current assets

Accounts payable

Contract liabilities

Accrued salaries, wages and benefits

Other current liabilities

Operating lease liabilities

Non-current deferred tax liabilities

Total

Reflects the transfer of cash and cash equivalents to finance the consideration paid in connection with the Acquisition.

Reflects the use of cash and cash equivalents to pay estimated Acquisition-related transaction costs, which consisted primarily of bank fees and legal, accounting, and other professional fees. These Acquisition-related costs were expensed as incurred and reduced retained earnings.

Reflects a fair value adjustment to accounts receivable of $1,706.

Reflects a $2,456 reclassification from Accounts receivable, net to Prepaid expenses and other current assets in order to conform to TTM’s presentation.

Reflects a fair value adjustment to inventory of $6,902.

Reflects net addition of $41,184 to record property, plant and equipment at fair value, which consist of land of $2,400, building and improvements of $27,300, and machinery and equipment of $11,484.

Reflects $2,526 of operating lease right-of-use assets, $851 other current liabilities, and $1,674 of operating lease liabilities related to the lease entered into in conjunction with the Share Purchase Agreement.

Reflects the net addition of goodwill of $35,811 to record goodwill of $53,545 as a result of the Acquisition, less the write-off of historical Telephonics’ goodwill of $17,734.

Reflects the estimated fair value of the identifiable intangible assets acquired of $90,750 (consisting of $82,500 of customer relationships and $8,250 of trade names) as a result of the Acquisition, less the write-off of Telephonics’ historical net intangible assets of $79.

Reflects the elimination of the investment in a previously owned non-controlling interest of Mahindra Telephonics Integrated Systems (“MTIS”) of $1,190.

Reflects adjustments for Telephonics’ Supplemental Executive Retirement Compensation Plan (“SERP”) for certain executives as the SERP ended as part of the Acquisition.

Reflects a $10 reclassification from Accounts payable to Other long-term liabilities in order to conform to TTM’s presentation.

Reflects a $9,472 reclassification from Other current liabilities to Accrued salaries, wages and benefits in order to conform to TTM’s presentation.

Reflects the recognition of $32,132 of deferred tax liabilities resulting from the Acquisition primarily related to intangibles and fixed assets basis difference between book and tax.

Reflects the elimination of Telephonics’ retained earnings and other related equity accounts.

To adjust for Telephonics’ SERP for certain executives as the SERP ended as part of the Acquisition.

To adjust for incremental rent expense of $274 and $68 for the year ended January 3, 2022 and for the three months ended April 4, 2022, respectively, associated with a lease entered into in conjunction with the Share Purchase Agreement.

Reflects a decrease in net expense of $388 for the year ended January 3, 2022, resulting primarily from the removal of lease expense partially offset by additional depreciation expense related to a previously leased building which was acquired in connection with the Acquisition. In addition, there is an increase in depreciation expense

Reflects adjustments made to remove results of Telephonics Sweden AB, a previously-owned Telephonics’ subsidiary.

To adjust for non-recurring transaction and other costs incurred of $6,520 and $2,495 expensed for the year ended January 3, 2022 and for the three months ended April 4, 2022, respectively, including historical prepaid management fees to Griffon Corporation in the amounts of $6,520 and $1,641 for the year ended January 3, 2022 and for the three months ended April 4, 2022, respectively. Additional transaction costs of $9,076 was incurred and expensed subsequent to April 4, 2022.

Reflects incremental amortization expense of $7,891 and $1,973 for the year ended January 3, 2022 and for the three months ended April 4, 2022, respectively, for acquired identified intangible assets based on the estimated fair values to be assigned to these assets. The intangible assets consist of $82,500 of customer relationships with an average useful life of approximately 13 years and $8,250 of trade names with useful life of approximately 5 years. Intangible assets are amortized over their estimated useful lives on a straight-line basis.

Reflects the adjustment to restructuring costs incurred by Telephonics associated with the sale of a previously owned subsidiary, System Engineering Group, Inc. (“SEG”), of $61 for the year ended January 3, 2022.

Reflects the adjustment to other (expense) income, net associated with Telephonics’ sale of SEG of $949 for the year ended January 3, 2022.

Reflects adjustments to other (expense) income, net related to Telephonics’ share of the income (loss) of a previously owned non-controlling interest of MTIS of ($311) and $4 for the year ended January 3, 2022 and for the three months ended April 4, 2022, respectively.

The income tax benefit of $465 and expense of $175 for the year ended January 3, 2022 and for three months ended April 4, 2022, respectively, represents anticipated adjustments to the combined company’s effective tax rate.