STOCK TITAN

[10-Q] TTM Technologies Inc Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

On 4 Aug 2025, ONEOK, Inc. (OKE) filed a Form 8-K under Items 2.02 and 7.01 to furnish, rather than file, a news release covering its second-quarter 2025 operating results (quarter ended 30 Jun 2025). The company also affirmed its full-year 2025 financial guidance ranges. All quantitative details are contained in Exhibit 99.1, which is incorporated by reference but not reproduced in the filing text. No other material transactions, leadership changes or financial statements were reported. Because the information is furnished, it is not subject to Section 18 liability and will not be automatically incorporated into future Securities Act or Exchange Act filings.

Il 4 agosto 2025, ONEOK, Inc. (OKE) ha presentato un modulo 8-K ai sensi degli articoli 2.02 e 7.01 per fornire, anziché depositare, un comunicato stampa relativo ai risultati operativi del secondo trimestre 2025 (trimestre terminato il 30 giugno 2025). L'azienda ha inoltre confermato le previsioni finanziarie per l'intero anno 2025. Tutti i dettagli quantitativi sono contenuti nell'Esibizione 99.1, che è incorporata per riferimento ma non riprodotta nel testo della comunicazione. Non sono state segnalate altre operazioni rilevanti, cambiamenti nella leadership o bilanci finanziari. Poiché le informazioni sono fornite a titolo informativo, non sono soggette alla responsabilità ai sensi della Sezione 18 e non saranno automaticamente incorporate nelle future comunicazioni ai sensi del Securities Act o dell'Exchange Act.

El 4 de agosto de 2025, ONEOK, Inc. (OKE) presentó un Formulario 8-K bajo los puntos 2.02 y 7.01 para proporcionar, en lugar de presentar, un comunicado de prensa que cubre sus resultados operativos del segundo trimestre de 2025 (trimestre finalizado el 30 de junio de 2025). La compañía también afirmó sus rangos de guía financiera para todo el año 2025. Todos los detalles cuantitativos se encuentran en el Anexo 99.1, que se incorpora por referencia pero no se reproduce en el texto de la presentación. No se reportaron otras transacciones materiales, cambios en el liderazgo ni estados financieros. Debido a que la información se proporciona, no está sujeta a la responsabilidad según la Sección 18 y no se incorporará automáticamente en futuras presentaciones bajo el Securities Act o el Exchange Act.

2025년 8월 4일, ONEOK, Inc. (OKE)는 항목 2.02 및 7.01에 따라 2025년 2분기(2025년 6월 30일 종료) 운영 실적을 다룬 보도자료를 제출하는 대신 제공하는 Form 8-K를 제출했습니다. 회사는 또한 2025년 전체 연도 재무 가이던스 범위를 재확인했습니다. 모든 정량적 세부사항은 부속서 99.1에 포함되어 있으며, 이는 참조용으로 통합되었으나 제출 문서 본문에는 재생산되지 않았습니다. 기타 중요한 거래, 리더십 변경 또는 재무제표는 보고되지 않았습니다. 정보가 제공된 것이므로 섹션 18 책임 대상이 아니며 향후 증권법 또는 거래법 제출물에 자동으로 통합되지 않습니다.

Le 4 août 2025, ONEOK, Inc. (OKE) a déposé un formulaire 8-K en vertu des articles 2.02 et 7.01 afin de fournir, plutôt que de déposer, un communiqué de presse couvrant ses résultats opérationnels du deuxième trimestre 2025 (trimestre clos le 30 juin 2025). La société a également confirmé ses fourchettes de prévisions financières pour l'ensemble de l'année 2025. Tous les détails quantitatifs figurent dans l'Exhibit 99.1, qui est incorporé par référence mais non reproduit dans le texte du dépôt. Aucune autre transaction importante, changement de direction ou états financiers n'ont été signalés. Étant donné que l'information est fournie, elle n'est pas soumise à la responsabilité en vertu de la Section 18 et ne sera pas automatiquement intégrée aux futurs dépôts en vertu du Securities Act ou de l'Exchange Act.

Am 4. August 2025 reichte ONEOK, Inc. (OKE) ein Formular 8-K gemäß den Punkten 2.02 und 7.01 ein, um eine Pressemitteilung zu den Betriebsergebnissen des zweiten Quartals 2025 (Quartal zum 30. Juni 2025) bereitzustellen, anstatt sie einzureichen. Das Unternehmen bestätigte zudem seine finanziellen Prognosebereiche für das Gesamtjahr 2025. Alle quantitativen Details sind in Anhang 99.1 enthalten, der durch Verweis aufgenommen, aber nicht im Text der Einreichung wiedergegeben wird. Es wurden keine weiteren wesentlichen Transaktionen, Führungswechsel oder Finanzberichte gemeldet. Da die Informationen bereitgestellt werden, unterliegen sie nicht der Haftung nach Abschnitt 18 und werden nicht automatisch in zukünftige Einreichungen nach dem Securities Act oder Exchange Act aufgenommen.

Positive
  • Affirmed full-year 2025 financial guidance, indicating management’s confidence in previously communicated targets.
Negative
  • None.

Insights

TL;DR: Routine Reg FD 8-K; guidance reiterated, no numbers—market impact likely neutral.

ONEOK met its disclosure obligations by issuing an 8-K that links to a press release containing Q2 2025 results. Without the actual revenue, EBITDA or EPS figures, investors cannot assess operational momentum or compare performance against consensus estimates. Reaffirming full-year guidance signals management confidence but, absent specifics, does not meaningfully alter the investment thesis. The filing conveys no new strategic initiatives, balance-sheet changes or risk factors, so I view the event as procedural and neutral until the underlying data are reviewed.

Il 4 agosto 2025, ONEOK, Inc. (OKE) ha presentato un modulo 8-K ai sensi degli articoli 2.02 e 7.01 per fornire, anziché depositare, un comunicato stampa relativo ai risultati operativi del secondo trimestre 2025 (trimestre terminato il 30 giugno 2025). L'azienda ha inoltre confermato le previsioni finanziarie per l'intero anno 2025. Tutti i dettagli quantitativi sono contenuti nell'Esibizione 99.1, che è incorporata per riferimento ma non riprodotta nel testo della comunicazione. Non sono state segnalate altre operazioni rilevanti, cambiamenti nella leadership o bilanci finanziari. Poiché le informazioni sono fornite a titolo informativo, non sono soggette alla responsabilità ai sensi della Sezione 18 e non saranno automaticamente incorporate nelle future comunicazioni ai sensi del Securities Act o dell'Exchange Act.

El 4 de agosto de 2025, ONEOK, Inc. (OKE) presentó un Formulario 8-K bajo los puntos 2.02 y 7.01 para proporcionar, en lugar de presentar, un comunicado de prensa que cubre sus resultados operativos del segundo trimestre de 2025 (trimestre finalizado el 30 de junio de 2025). La compañía también afirmó sus rangos de guía financiera para todo el año 2025. Todos los detalles cuantitativos se encuentran en el Anexo 99.1, que se incorpora por referencia pero no se reproduce en el texto de la presentación. No se reportaron otras transacciones materiales, cambios en el liderazgo ni estados financieros. Debido a que la información se proporciona, no está sujeta a la responsabilidad según la Sección 18 y no se incorporará automáticamente en futuras presentaciones bajo el Securities Act o el Exchange Act.

2025년 8월 4일, ONEOK, Inc. (OKE)는 항목 2.02 및 7.01에 따라 2025년 2분기(2025년 6월 30일 종료) 운영 실적을 다룬 보도자료를 제출하는 대신 제공하는 Form 8-K를 제출했습니다. 회사는 또한 2025년 전체 연도 재무 가이던스 범위를 재확인했습니다. 모든 정량적 세부사항은 부속서 99.1에 포함되어 있으며, 이는 참조용으로 통합되었으나 제출 문서 본문에는 재생산되지 않았습니다. 기타 중요한 거래, 리더십 변경 또는 재무제표는 보고되지 않았습니다. 정보가 제공된 것이므로 섹션 18 책임 대상이 아니며 향후 증권법 또는 거래법 제출물에 자동으로 통합되지 않습니다.

Le 4 août 2025, ONEOK, Inc. (OKE) a déposé un formulaire 8-K en vertu des articles 2.02 et 7.01 afin de fournir, plutôt que de déposer, un communiqué de presse couvrant ses résultats opérationnels du deuxième trimestre 2025 (trimestre clos le 30 juin 2025). La société a également confirmé ses fourchettes de prévisions financières pour l'ensemble de l'année 2025. Tous les détails quantitatifs figurent dans l'Exhibit 99.1, qui est incorporé par référence mais non reproduit dans le texte du dépôt. Aucune autre transaction importante, changement de direction ou états financiers n'ont été signalés. Étant donné que l'information est fournie, elle n'est pas soumise à la responsabilité en vertu de la Section 18 et ne sera pas automatiquement intégrée aux futurs dépôts en vertu du Securities Act ou de l'Exchange Act.

Am 4. August 2025 reichte ONEOK, Inc. (OKE) ein Formular 8-K gemäß den Punkten 2.02 und 7.01 ein, um eine Pressemitteilung zu den Betriebsergebnissen des zweiten Quartals 2025 (Quartal zum 30. Juni 2025) bereitzustellen, anstatt sie einzureichen. Das Unternehmen bestätigte zudem seine finanziellen Prognosebereiche für das Gesamtjahr 2025. Alle quantitativen Details sind in Anhang 99.1 enthalten, der durch Verweis aufgenommen, aber nicht im Text der Einreichung wiedergegeben wird. Es wurden keine weiteren wesentlichen Transaktionen, Führungswechsel oder Finanzberichte gemeldet. Da die Informationen bereitgestellt werden, unterliegen sie nicht der Haftung nach Abschnitt 18 und werden nicht automatisch in zukünftige Einreichungen nach dem Securities Act oder Exchange Act aufgenommen.

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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 June 30, 2025

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 July 31, 2025, there were outstanding 103,313,274 shares of the registrant’s Common Stock, $0.001 par value.

 


 

TTM TECHNOLOGIES, INC.

Form 10-Q

For the Quarter Ended June 30, 2025

TABLE OF CONTENTS

 

Page

PART I: FINANCIAL INFORMATION

 

3

Item 1. Financial Statements (unaudited)

 

3

Consolidated Condensed Balance Sheets as of June 30, 2025 and December 30, 2024

 

3

Consolidated Condensed Statements of Operations for the quarter and two quarters ended June 30, 2025 and July 1, 2024

 

4

Consolidated Condensed Statements of Comprehensive Income for the quarter and two quarters ended June 30, 2025 and July 1, 2024

 

5

Consolidated Condensed Statements of Stockholders' Equity for the two quarters ended June 30, 2025 and July 1, 2024

 

6

Consolidated Condensed Statements of Cash Flows for the two quarters ended June 30, 2025 and July 1, 2024

 

7

Notes to Consolidated Condensed Financial Statements

 

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

20

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

28

Item 4. Controls and Procedures

 

29

PART II: OTHER INFORMATION

 

30

Item 1. Legal Proceedings

 

30

Item 1A. Risk Factors

 

30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

30

Item 3. Defaults Upon Senior Securities

 

30

Item 4. Mine Safety Disclosures

 

30

Item 5. Other Information

 

30

Item 6. Exhibits

 

31

SIGNATURES

 

32

2


 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

TTM TECHNOLOGIES, INC.

Consolidated Condensed Balance Sheets

As of June 30, 2025 and December 30, 2024

 

 

As of

 

 

 

June 30, 2025

 

 

December 30, 2024

 

 

 

(Unaudited)

 

 

 

(In thousands, except par value)

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

447,967

 

 

$

503,932

 

Accounts receivable, net

 

 

495,352

 

 

 

448,611

 

Contract assets

 

 

424,973

 

 

 

381,382

 

Inventories

 

 

250,339

 

 

 

224,985

 

Prepaid expenses and other current assets

 

 

57,818

 

 

 

47,834

 

Total current assets

 

 

1,676,449

 

 

 

1,606,744

 

Property, plant, and equipment, net

 

 

919,219

 

 

 

869,957

 

Operating lease right-of-use assets

 

 

82,763

 

 

 

78,252

 

Goodwill

 

 

670,135

 

 

 

670,135

 

Definite-lived intangibles, net

 

 

173,371

 

 

 

191,819

 

Deposits and other non-current assets

 

 

56,019

 

 

 

55,587

 

Total assets

 

$

3,577,956

 

 

$

3,472,494

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Short-term debt, including current portion of long-term debt

 

$

3,805

 

 

$

3,795

 

Accounts payable

 

 

448,063

 

 

 

406,221

 

Contract liabilities

 

 

162,130

 

 

 

170,915

 

Accrued salaries, wages, and benefits

 

 

101,917

 

 

 

108,149

 

Other current liabilities

 

 

111,838

 

 

 

119,974

 

Total current liabilities

 

 

827,753

 

 

 

809,054

 

Long-term debt, net of discount and issuance costs

 

 

913,339

 

 

 

914,359

 

Operating lease liabilities

 

 

85,985

 

 

 

77,509

 

Other long-term liabilities

 

 

113,959

 

 

 

107,748

 

Total long-term liabilities

 

 

1,113,283

 

 

 

1,099,616

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Common stock, $0.001 par value; 300,000 shares authorized, 115,173 and
   
113,161 shares issued as of June 30, 2025 and December 30, 2024,
   respectively;
103,309 and 101,997 shares outstanding as of
   June 30, 2025 and December 30, 2024, respectively

 

 

115

 

 

 

113

 

Treasury stock – common stock at cost; 11,864 and 11,164 shares as of
   June 30, 2025 and December 30, 2024, respectively

 

 

(175,445

)

 

 

(157,570

)

Additional paid-in capital

 

 

928,714

 

 

 

910,741

 

Retained earnings

 

 

912,130

 

 

 

838,422

 

Accumulated other comprehensive loss

 

 

(28,594

)

 

 

(27,882

)

Total stockholders’ equity

 

 

1,636,920

 

 

 

1,563,824

 

Total liabilities and stockholders' equity

 

$

3,577,956

 

 

$

3,472,494

 

 

See accompanying notes to consolidated condensed financial statements.

3


 

TTM TECHNOLOGIES, INC.

Consolidated Condensed Statements of Operations

For the Quarter and Two Quarters Ended June 30, 2025 and July 1, 2024

 

 

 

For the Quarter Ended

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

(Unaudited)

 

 

 

(In thousands, except per share data)

 

Net sales

 

$

730,621

 

 

$

605,137

 

 

$

1,379,289

 

 

$

1,175,250

 

Cost of goods sold

 

 

582,512

 

 

 

487,910

 

 

 

1,100,208

 

 

 

954,304

 

Gross profit

 

 

148,109

 

 

 

117,227

 

 

 

279,081

 

 

 

220,946

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

21,316

 

 

 

19,798

 

 

 

42,587

 

 

 

40,092

 

General and administrative

 

 

49,719

 

 

 

38,604

 

 

 

93,493

 

 

 

82,274

 

Research and development

 

 

7,009

 

 

 

8,547

 

 

 

15,073

 

 

 

15,868

 

Amortization of definite-lived intangibles

 

 

6,888

 

 

 

10,256

 

 

 

13,777

 

 

 

21,685

 

Restructuring charges

 

 

1,408

 

 

 

1,036

 

 

 

2,122

 

 

 

4,974

 

Total operating expenses

 

 

86,340

 

 

 

78,241

 

 

 

167,052

 

 

 

164,893

 

Operating income

 

 

61,769

 

 

 

38,986

 

 

 

112,029

 

 

 

56,053

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(11,095

)

 

 

(12,219

)

 

 

(22,559

)

 

 

(24,543

)

Other, net

 

 

(5,149

)

 

 

3,765

 

 

 

(2,954

)

 

 

13,091

 

Total other expense, net

 

 

(16,244

)

 

 

(8,454

)

 

 

(25,513

)

 

 

(11,452

)

Income before income taxes

 

 

45,525

 

 

 

30,532

 

 

 

86,516

 

 

 

44,601

 

Income tax provision

 

 

(3,995

)

 

 

(4,180

)

 

 

(12,808

)

 

 

(7,783

)

Net income

 

$

41,530

 

 

$

26,352

 

 

$

73,708

 

 

$

36,818

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.41

 

 

$

0.26

 

 

$

0.72

 

 

$

0.36

 

Diluted earnings per share

 

 

0.40

 

 

 

0.25

 

 

 

0.70

 

 

 

0.35

 

 

See accompanying notes to consolidated condensed financial statements.

4


 

TTM TECHNOLOGIES, INC.

Consolidated Condensed Statements of Comprehensive Income

For the Quarter and Two Quarters Ended June 30, 2025 and July 1, 2024

 

 

 

For the Quarter Ended

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

(Unaudited)

 

 

 

(In thousands)

 

Net income

 

$

41,530

 

 

$

26,352

 

 

$

73,708

 

 

$

36,818

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Pension obligation

 

 

 

 

 

 

 

 

1,174

 

 

 

 

Foreign currency translation

 

 

115

 

 

 

(56

)

 

 

159

 

 

 

(858

)

Cash flow hedges

 

 

(914

)

 

 

60

 

 

 

(2,045

)

 

 

3,012

 

Other comprehensive (loss) income, net of tax

 

 

(799

)

 

 

4

 

 

 

(712

)

 

 

2,154

 

Comprehensive income, net of tax

 

$

40,731

 

 

$

26,356

 

 

$

72,996

 

 

$

38,972

 

 

See accompanying notes to consolidated condensed financial statements.

5


 

TTM TECHNOLOGIES, INC.

Consolidated Condensed Statements of Stockholders’ Equity

For the Two Quarters Ended June 30, 2025 and July 1, 2024

 

 

 

Common Stock

 

 

Treasury Stock

 

 

Additional
Paid-In

 

 

Retained

 

 

Accumulated
Other
Comprehensive

 

 

Total
Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Equity

 

 

 

(Unaudited)

 

 

 

(In thousands)

 

Balance, December 30, 2024

 

 

113,161

 

 

$

113

 

 

 

(11,164

)

 

$

(157,570

)

 

$

910,741

 

 

$

838,422

 

 

$

(27,882

)

 

$

1,563,824

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,178

 

 

 

 

 

 

32,178

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

87

 

 

 

87

 

Issuance of common stock for
   performance-based
   restricted stock units

 

 

305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for
   restricted stock units

 

 

20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchases of common stock

 

 

 

 

 

 

 

 

(700

)

 

 

(17,875

)

 

 

 

 

 

 

 

 

 

 

 

(17,875

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,787

 

 

 

 

 

 

 

 

 

8,787

 

Balance, March 31, 2025

 

 

113,486

 

 

$

113

 

 

 

(11,864

)

 

$

(175,445

)

 

$

919,528

 

 

$

870,600

 

 

$

(27,795

)

 

$

1,587,001

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41,530

 

 

 

 

 

 

41,530

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(799

)

 

 

(799

)

Issuance of common stock for
   restricted stock units

 

 

1,687

 

 

 

2

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,188

 

 

 

 

 

 

 

 

 

9,188

 

Balance, June 30, 2025

 

 

115,173

 

 

$

115

 

 

 

(11,864

)

 

$

(175,445

)

 

$

928,714

 

 

$

912,130

 

 

$

(28,594

)

 

$

1,636,920

 

 

 

 

Common Stock

 

 

Treasury Stock

 

 

Additional
Paid-In

 

 

Retained

 

 

Accumulated
Other
Comprehensive

 

 

Total
Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Equity

 

 

 

(Unaudited)

 

 

 

(In thousands)

 

Balance, January 1, 2024

 

 

111,282

 

 

$

111

 

 

 

(9,174

)

 

$

(123,091

)

 

$

880,963

 

 

$

782,123

 

 

$

(29,067

)

 

$

1,511,039

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,466

 

 

 

 

 

 

10,466

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,150

 

 

 

2,150

 

Issuance of common stock for
   performance-based
   restricted stock units

 

 

227

 

 

 

1

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Issuance of common stock for
   restricted stock units

 

 

41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchases of common stock

 

 

 

 

 

 

 

 

(600

)

 

 

(9,334

)

 

 

 

 

 

 

 

 

 

 

 

(9,334

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,787

 

 

 

 

 

 

 

 

 

6,787

 

Balance, April 1, 2024

 

 

111,550

 

 

$

112

 

 

 

(9,774

)

 

$

(132,425

)

 

$

887,749

 

 

$

792,589

 

 

$

(26,917

)

 

$

1,521,108

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,352

 

 

 

 

 

 

26,352

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 

 

4

 

Issuance of common stock
   for restricted stock units

 

 

1,559

 

 

 

1

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Repurchases of common stock

 

 

 

 

 

 

 

 

(1,390

)

 

 

(25,145

)

 

 

 

 

 

 

 

 

 

 

 

(25,145

)

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,580

 

 

 

 

 

 

 

 

 

6,580

 

Balance, July 1, 2024

 

 

113,109

 

 

$

113

 

 

 

(11,164

)

 

$

(157,570

)

 

$

894,328

 

 

$

818,941

 

 

$

(26,913

)

 

$

1,528,899

 

 

See accompanying notes to consolidated condensed financial statements.

6


 

TTM TECHNOLOGIES, INC.

Consolidated Condensed Statements of Cash Flows

For the Two Quarters Ended June 30, 2025 and July 1, 2024

 

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

(Unaudited)

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

73,708

 

 

$

36,818

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation of property, plant, and equipment

 

 

54,555

 

 

 

50,879

 

Amortization of definite-lived intangible assets

 

 

18,448

 

 

 

26,356

 

Amortization of debt discount and issuance costs

 

 

1,067

 

 

 

1,024

 

Deferred income taxes

 

 

1,389

 

 

 

(209

)

Stock-based compensation

 

 

17,975

 

 

 

13,367

 

Other

 

 

7,318

 

 

 

(9,193

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

(46,741

)

 

 

12,843

 

Contract assets

 

 

(43,591

)

 

 

(48,070

)

Inventories

 

 

(25,354

)

 

 

(3,831

)

Prepaid expenses and other current assets

 

 

(7,876

)

 

 

(11,031

)

Accounts payable

 

 

47,458

 

 

 

24,198

 

Contract liabilities

 

 

(8,785

)

 

 

2,274

 

Accrued salaries, wages, and benefits

 

 

(6,232

)

 

 

(9,015

)

Other current liabilities

 

 

3,810

 

 

 

(660

)

Net cash provided by operating activities

 

 

87,149

 

 

 

85,750

 

Cash flows from investing activities:

 

 

 

 

 

 

Net purchases of property, plant, and equipment and other assets

 

 

(123,726

)

 

 

(88,811

)

Proceeds from sale of property, plant, and equipment and other assets

 

 

272

 

 

 

29,560

 

Proceeds from sale of Shanghai E-MS (SH E-MS) property

 

 

 

 

 

6,737

 

Net cash used in investing activities

 

 

(123,454

)

 

 

(52,514

)

Cash flows from financing activities:

 

 

 

 

 

 

Repurchases of common stock

 

 

(17,875

)

 

 

(34,479

)

Repayment of long-term debt borrowings

 

 

(1,895

)

 

 

(2,625

)

Net cash used in financing activities

 

 

(19,770

)

 

 

(37,104

)

Effect of foreign currency exchange rates on cash and cash equivalents

 

 

110

 

 

 

(93

)

Net decrease in cash and cash equivalents

 

 

(55,965

)

 

 

(3,961

)

Cash and cash equivalents at beginning of period

 

 

503,932

 

 

 

450,208

 

Cash and cash equivalents at end of period

 

$

447,967

 

 

$

446,247

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid, net for interest

 

$

23,575

 

 

$

27,048

 

Cash paid, net for income taxes

 

 

15,423

 

 

 

11,475

 

Supplemental disclosure of non-cash investing activities:

 

 

 

 

 

 

Property, plant, and equipment recorded in accounts payable and other current liabilities

 

$

59,126

 

 

$

75,271

 

 

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, 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 conflicts between Russia and Ukraine, as well as other global regions and the imposition of, or changes to, tariffs by the United States as well as retaliatory tariffs or measures by other countries, the global economy and financial markets have been volatile in recent periods. 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 July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. The ASU is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of the adoption and the impact of this ASU on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. ASU 2024-03 should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or 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 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 will adopt ASU 2023-09 in its 2025 fiscal year Form 10-K. This ASU will impact only the Company's disclosures with no impacts to the results of operations, cash flows, and financial condition.

8


 

(2) Share Repurchase Program

On May 8, 2025, the Company's Board of Directors authorized a new share repurchase program (2025 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 7, 2027. The Company’s previous two-year repurchase program expired on 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 June 30, 2025, the Company did not repurchase any shares. During the two quarters ended June 30, 2025, the Company repurchased 700 shares of common stock for a total cost of $17,875 (including commissions) under the Company’s previous repurchase program. As of June 30, 2025, the remaining amount in value available to be repurchased under the 2025 Repurchase Program was $100,000.

(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 $137,730 and $207,909 as of June 30, 2025 and December 30, 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 ongoing 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 June 30, 2025, one customer accounted for 11% of the Company's accounts receivable. There were no customers that accounted for 10% or more of the Company's accounts receivable as of December 30, 2024.

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 June 30, 2025, one customer accounted for approximately 12% of the Company's net sales. For the quarter and two quarters ended July 1, 2024, one customer accounted for approximately 11% of the Company's net sales.

9


 

(4) Revenues

As of June 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations for long‑term contracts was $375,733. The Company expects to recognize revenue on approximately 59% 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 June 30, 2025 and December 30, 2024 were $32,685 and $36,976, respectively.

Revenue recognized for the two quarters ended June 30, 2025 from amounts recorded as contract liabilities as of December 30, 2024 was $54,970. 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 from products and services transferred to customers over time and at a point in time accounted for 97% and 3%, respectively, of the Company’s revenue for the quarter and two quarters ended June 30, 2025, and 96% and 4%, respectively, of the Company’s revenue for the quarter and two quarters ended July 1, 2024.

Disaggregated revenue by principal end markets within reportable segments was as follows:

 

 

 

For the Quarter Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

Aerospace and Defense (A&D)

 

 

Commercial

 

 

RF and Specialty Components (RF&S Components)

 

 

Total

 

 

A&D

 

 

Commercial

 

 

RF&S Components

 

 

Total

 

 

 

(In thousands)

 

End Markets (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace and Defense

 

$

325,092

 

 

$

 

 

$

 

 

$

325,092

 

 

$

273,038

 

 

$

 

 

$

 

 

$

273,038

 

Automotive

 

 

 

 

 

81,424

 

 

 

 

 

 

81,424

 

 

 

 

 

 

82,635

 

 

 

 

 

 

82,635

 

Data Center Computing

 

 

 

 

 

148,222

 

 

 

279

 

 

 

148,501

 

 

 

 

 

 

123,956

 

 

 

63

 

 

 

124,019

 

Medical/Industrial/Instrumentation

 

 

 

 

 

110,571

 

 

 

1,009

 

 

 

111,580

 

 

 

 

 

 

86,349

 

 

 

722

 

 

 

87,071

 

Networking

 

 

 

 

 

55,264

 

 

 

8,760

 

 

 

64,024

 

 

 

 

 

 

30,129

 

 

 

8,245

 

 

 

38,374

 

Total

 

$

325,092

 

 

$

395,481

 

 

$

10,048

 

 

$

730,621

 

 

$

273,038

 

 

$

323,069

 

 

$

9,030

 

 

$

605,137

 

 

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

A&D

 

 

Commercial

 

 

RF&S Components

 

 

Total

 

 

A&D

 

 

Commercial

 

 

RF&S Components

 

 

Total

 

 

 

(In thousands)

 

End Markets (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace and Defense

 

$

632,510

 

 

$

 

 

$

 

 

$

632,510

 

 

$

551,304

 

 

$

 

 

$

 

 

$

551,304

 

Automotive

 

 

 

 

 

152,778

 

 

 

 

 

 

152,778

 

 

 

 

 

 

152,908

 

 

 

 

 

 

152,908

 

Data Center Computing

 

 

 

 

 

284,989

 

 

 

946

 

 

 

285,935

 

 

 

 

 

 

237,913

 

 

 

122

 

 

 

238,035

 

Medical/Industrial/Instrumentation

 

 

 

 

 

192,108

 

 

 

1,918

 

 

 

194,026

 

 

 

 

 

 

161,564

 

 

 

1,456

 

 

 

163,020

 

Networking

 

 

 

 

 

98,036

 

 

 

16,004

 

 

 

114,040

 

 

 

 

 

 

54,259

 

 

 

15,724

 

 

 

69,983

 

Total

 

$

632,510

 

 

$

727,911

 

 

$

18,868

 

 

$

1,379,289

 

 

$

551,304

 

 

$

606,644

 

 

$

17,302

 

 

$

1,175,250

 

 

(1)
The end market revenue for the A&D and Commercial reportable segments prior to the quarter ended June 30, 2025 has been recast to reflect certain adjustments to allocations resulting from the segment reorganization. The end market revenue excludes intersegment sales totaling $2,650 and $5,650 for the quarter and two quarters ended June 30, 2025, respectively, and $1,708 and $3,489 for the quarter and two quarters ended July 1, 2024, respectively. See Note 10, Segment Information, for further information.

 

10


 

(5) Composition of Certain Consolidated Condensed Financial Statement Captions

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 30, 2024

 

 

 

(In thousands)

 

Inventories:

 

 

 

 

 

 

Raw materials

 

$

193,032

 

 

$

178,066

 

Work-in-process

 

 

51,611

 

 

 

45,580

 

Finished goods

 

 

5,696

 

 

 

1,339

 

Inventories

 

$

250,339

 

 

$

224,985

 

 

 

 

 

 

 

Property, plant, and equipment, net:

 

 

 

 

 

 

Land and land use rights

 

$

68,098

 

 

$

69,788

 

Buildings and improvements

 

 

526,374

 

 

 

515,773

 

Machinery and equipment

 

 

1,155,847

 

 

 

1,116,658

 

Furniture and fixtures and other

 

 

11,418

 

 

 

11,115

 

Construction-in-progress

 

 

116,126

 

 

 

75,502

 

Property, plant, and equipment, gross

 

 

1,877,863

 

 

 

1,788,836

 

Less: Accumulated depreciation

 

 

(958,644

)

 

 

(918,879

)

Property, plant, and equipment, net

 

$

919,219

 

 

$

869,957

 

 

 

 

 

 

 

Other current liabilities:

 

 

 

 

 

 

Income taxes payable

 

$

13,185

 

 

$

15,919

 

Sales return and allowances

 

 

12,256

 

 

 

10,777

 

Warranty

 

 

11,412

 

 

 

7,685

 

Accrued facility operating costs

 

 

10,857

 

 

 

8,925

 

Interest

 

 

8,569

 

 

 

9,054

 

Housing fund

 

 

8,344

 

 

 

7,927

 

Operating leases

 

 

8,296

 

 

 

7,556

 

Accrued professional fees

 

 

3,624

 

 

 

3,606

 

Other

 

 

35,295

 

 

 

48,525

 

Other current liabilities

 

$

111,838

 

 

$

119,974

 

 

 

 

 

 

 

Other long-term liabilities:

 

 

 

 

 

 

Deferred income taxes

 

$

42,756

 

 

$

41,362

 

Customer deposits

 

 

28,390

 

 

 

28,390

 

Finance leases

 

 

16,183

 

 

 

11,985

 

Other

 

 

26,630

 

 

 

26,011

 

Other long-term liabilities

 

$

113,959

 

 

$

107,748

 

 

11


 

(6) Goodwill

In connection with the Company’s assessment of its operating segments, effective during the quarter ended June 30, 2025, the Company determined that its operating segments were also its reporting units and reallocated its PCB goodwill between A&D and Commercial based on the estimated relative fair values of the reporting units. In addition, management performed a goodwill impairment assessment for each segment and concluded no impairment indicators as of June 30, 2025.

Goodwill by reportable segment was as follows:

 

 

A&D

 

 

Commercial

 

 

RF&S Components

 

 

Total

 

 

 

(In thousands)

 

As of June 30, 2025 and December 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

256,199

 

 

$

382,636

 

 

$

177,200

 

 

$

816,035

 

Accumulated impairment losses

 

 

 

 

 

 

 

 

(145,900

)

 

 

(145,900

)

 Carrying amount

 

$

256,199

 

 

$

382,636

 

 

$

31,300

 

 

$

670,135

 

 

(7) Definite-lived Intangibles

The components of definite-lived intangibles were as follows:

 

 

 

Gross
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

 

Weighted
Average
Amortization
Period

 

 

 

(In thousands)

 

 

(In years)

 

As of June 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

323,500

 

 

$

(175,487

)

 

$

148,013

 

 

 

11.8

 

Technology

 

 

66,650

 

 

 

(41,292

)

 

 

25,358

 

 

 

8.2

 

Total

 

$

390,150

 

 

$

(216,779

)

 

$

173,371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

323,500

 

 

$

(161,710

)

 

$

161,790

 

 

 

11.8

 

Technology

 

 

66,650

 

 

 

(36,621

)

 

 

30,029

 

 

 

8.2

 

Total

 

$

390,150

 

 

$

(198,331

)

 

$

191,819

 

 

 

 

Definite-lived intangibles are amortized using the straight-line method of amortization over the useful life. Amortization expense was $9,224 and $18,448 for the quarter and two quarters ended June 30, 2025, respectively, and $12,591 and $26,356 for the quarter and two quarters ended July 1, 2024, respectively. For the quarters ended June 30, 2025 and July 1, 2024, $2,336 and $2,335, respectively, of amortization expense was included in cost of goods sold. For both the two quarters ended June 30, 2025 and July 1, 2024, $4,671 of amortization expense was included in cost of goods sold.

Estimated aggregate amortization for definite-lived intangible assets for the next five years and thereafter is as follows:

 

 

 

(In thousands)

 

Remaining 2025

 

$

18,449

 

2026

 

 

36,897

 

2027

 

 

34,543

 

2028

 

 

30,997

 

2029

 

 

22,355

 

Thereafter

 

 

30,130

 

Total

 

$

173,371

 

 

12


 

(8) Long-term Debt and Letters of Credit

Long-term debt was as follows:

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 30, 2024

 

 

 

Interest Rate

 

Principal
Outstanding

 

 

Interest Rate

 

Principal
Outstanding

 

 

 

(In thousands, except interest rates)

 

Senior Notes due March 2029

 

 

4.00

 

%

 

$

500,000

 

 

 

4.00

 

%

 

$

500,000

 

Term Loan due May 2030

 

 

6.57

 

 

 

 

343,901

 

 

 

6.59

 

 

 

 

345,634

 

Asia ABL Revolving Loan due June 2028

 

 

5.62

 

 

 

 

80,000

 

 

 

5.64

 

 

 

 

80,000

 

Other

 

 

5.99

 

 

 

 

2,149

 

 

 

5.99

 

 

 

 

2,311

 

Total debt

 

 

 

 

 

 

926,050

 

 

 

 

 

 

 

927,945

 

Less: Unamortized debt issuance costs

 

 

 

 

 

 

(6,292

)

 

 

 

 

 

 

(6,951

)

Less: Unamortized debt discount

 

 

 

 

 

 

(2,614

)

 

 

 

 

 

 

(2,840

)

Subtotal

 

 

 

 

 

 

917,144

 

 

 

 

 

 

 

918,154

 

Less: Current maturities

 

 

 

 

 

 

(3,805

)

 

 

 

 

 

 

(3,795

)

Long-term debt, less current maturities

 

 

 

 

 

$

913,339

 

 

 

 

 

 

$

914,359

 

Debt Covenants

Borrowings under the Senior Notes due 2029 and Term Loan Facility due 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:

 

 

 

As of

 

 

June 30, 2025

 

December 30, 2024

 

 

Debt
Issuance Costs

 

 

Debt
Discount

 

 

Effective
Interest Rate

 

Debt
Issuance Costs

 

 

Debt
Discount

 

 

Effective
Interest Rate

 

 

(In thousands, except interest rates)

Senior Notes due March 2029

 

$

2,989

 

 

$

 

 

 

4.18

 

%

 

$

3,362

 

 

$

 

 

 

4.18

 

%

Term Loan due May 2030

 

 

3,303

 

 

 

2,614

 

 

 

8.01

 

 

 

 

3,589

 

 

 

2,840

 

 

 

8.01

 

 

Total

 

$

6,292

 

 

$

2,614

 

 

 

 

 

 

$

6,951

 

 

$

2,840

 

 

 

 

 

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.

Remaining unamortized debt issuance costs for the ABL Revolving Loans of $1,057 and $1,239 as of June 30, 2025 and December 30, 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 June 30, 2025, the remaining weighted average amortization period for all unamortized debt issuance costs and debt discount was 4.3 years.

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 June 30, 2025, the Company’s effective tax rate was impacted by a net discrete benefit of $4,166 and $3,284, respectively. This was primarily related to income tax benefits from the deduction of stock‑based compensation and the release of uncertain tax positions due to the expiration of the statute of limitations in certain foreign jurisdiction, partially offset by accruals for potential assessments in various jurisdictions and the finalization of China and Canada corporate income tax returns.

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.

One Big Beautiful Bill Act (OBBBA)

On July 4, 2025, the OBBBA was enacted, introducing amendments to U.S. tax laws with various effective dates from 2025 to 2027. The OBBBA includes provisions such as the permanent extension of certain provisions of the Tax Cuts and Jobs Act that were set to expire at the end of 2025 and modifications to the international tax framework. Topic 740 requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Therefore, the Company’s tax provisions for the quarter and two quarters ended June 30, 2025, do not incorporate the effects of these tax law changes. The Company is in the process of evaluating and estimating the impact of the OBBBA on its consolidated condensed financial statements and will complete its assessment during the third quarter of 2025.

14


 

(10) Segment Information

During the quarter ended June 30, 2025, in connection with the Company's change in organizational structure to enhance clarity in sector performance, accountability, and operating costs, the Company’s management finalized its assessment of the Company's operating segments and concluded that the Company now has three reportable segments: A&D, Commercial, and RF&S Components. In prior periods, the Company had two reportable segments: PCB and RF&S Components. As a result, certain prior period amounts have been reclassified to conform with this new presentation.

The reportable segments shown below are the Company’s segments for which separate financial information is available and upon which operating results are evaluated by the chief operating decision maker (CODM), who is the President and Chief Executive Officer, to assess performance and to allocate resources. The CODM uses segment operating income to allocate resources such as employees and capital resources for each segment during the Company’s annual budgeting and forecasting process. Total sales and operating profit by segment include intersegment sales which are generally recorded at cost-plus a specified fee or at a negotiated fixed price. Separate segment asset measures are not used as a basis for the CODM to evaluate the performance of or to allocate resources to the segments.

The A&D reportable segment consists of PCBs, value-added assemblies, microelectronics, RF/microwave components and assemblies, and integrated mission systems. These highly engineered electronics products include the manufacture and test of customer‑supplied designs as well as long-term contracts to design, develop, manufacture, and test new products. The products in the A&D reportable segment support surveillance, intelligence, communications, and other critical missions for customers in the aerospace and defense industry. The Commercial reportable segment consists of PCBs using customer-supplied engineering and design plans supporting customers in the automotive, medical, industrial, and instrumentation, networking, and data center computing end markets. The RF&S Components reportable segment consists of TTM designed RF components for commercial customers in the telecommunications, industrial and instrumentation markets, as well as commercial off-the-shelf (COTS) components for certain aerospace and defense customers.

Reconciliations of net sales and segment operating income were as follows:

 

 

 

For the Quarter Ended June 30, 2025

 

 

A&D

 

 

Commercial

 

 

RF&S Components

 

 

Eliminations

 

 

Total

 

 

(In thousands, except margin rates)

Net sales

 

$

325,092

 

 

$

395,481

 

 

$

10,048

 

 

$

 

 

$

730,621

 

 

Intersegment sales

 

 

2,477

 

 

 

143

 

 

 

30

 

 

 

(2,650

)

 

 

 

 

Segment sales

 

$

327,569

 

 

$

395,624

 

 

$

10,078

 

 

$

(2,650

)

 

$

730,621

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Cost of Goods Sold

 

 

Operating Expenses

 

 

Operating Income

 

 

Operating Margin

A&D

 

$

327,569

 

 

$

(251,046

)

 

$

(31,241

)

 

$

45,282

 

 

 

13.8

 

%

Commercial

 

 

395,624

 

 

 

(317,652

)

 

 

(17,903

)

 

 

60,069

 

 

 

15.2

 

 

RF&S Components

 

 

10,078

 

 

 

(4,855

)

 

 

(2,360

)

 

 

2,863

 

 

 

28.4

 

 

Total segment

 

 

733,271

 

 

 

(573,553

)

 

 

(51,504

)

 

 

108,214

 

 

 

14.8

 

 

Eliminations

 

 

(2,650

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring

 

 

 

 

 

 

 

 

 

 

 

(1,408

)

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

(9,188

)

 

 

 

 

Other corporate expenses

 

 

 

 

 

 

 

 

 

 

 

(26,625

)

 

 

 

 

Amortization of definite-lived intangibles (1)

 

 

 

 

 

 

 

 

 

 

 

(9,224

)

 

 

 

 

Consolidated

 

$

730,621

 

 

 

 

 

 

 

 

 

61,769

 

 

 

8.5

 

%

Interest expense

 

 

 

 

 

 

 

 

 

 

 

(11,095

)

 

 

 

 

Other, net

 

 

 

 

 

 

 

 

 

 

 

(5,149

)

 

 

 

 

Income before income taxes

 

 

 

 

 

 

 

 

 

 

$

45,525

 

 

 

 

 

 

15


 

 

 

 

For the Quarter Ended July 1, 2024

 

 

A&D

 

 

Commercial

 

 

RF&S Components

 

 

Eliminations

 

 

Total

 

 

(In thousands, except margin rates)

Net sales

 

$

273,038

 

 

$

323,069

 

 

$

9,030

 

 

$

 

 

$

605,137

 

 

Intersegment sales

 

 

1,469

 

 

 

186

 

 

 

53

 

 

 

(1,708

)

 

 

 

 

Segment sales

 

$

274,507

 

 

$

323,255

 

 

$

9,083

 

 

$

(1,708

)

 

$

605,137

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Cost of Goods Sold

 

 

Operating Expenses

 

 

Operating Income

 

 

Operating Margin

A&D

 

$

274,507

 

 

$

(220,647

)

 

$

(28,360

)

 

$

25,500

 

 

 

9.3

 

%

Commercial

 

 

323,255

 

 

 

(256,244

)

 

 

(17,341

)

 

 

49,670

 

 

 

15.4

 

 

RF&S Components

 

 

9,083

 

 

 

(4,586

)

 

 

(2,445

)

 

 

2,052

 

 

 

22.6

 

 

Total segment

 

 

606,845

 

 

 

(481,477

)

 

 

(48,146

)

 

 

77,222

 

 

 

12.7

 

 

Eliminations

 

 

(1,708

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring

 

 

 

 

 

 

 

 

 

 

 

(1,036

)

 

 

 

 

Gain on sale of property, plant, and equipment

 

 

 

 

 

 

 

 

 

 

 

14,420

 

 

 

 

 

Acquisition-related and other charges

 

 

 

 

 

 

 

 

 

 

 

(10,184

)

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

(6,580

)

 

 

 

 

Other corporate expenses

 

 

 

 

 

 

 

 

 

 

 

(22,265

)

 

 

 

 

Amortization of definite-lived intangibles (1)

 

 

 

 

 

 

 

 

 

 

 

(12,591

)

 

 

 

 

Consolidated

 

$

605,137

 

 

 

 

 

 

 

 

 

38,986

 

 

 

6.4

 

%

Interest expense

 

 

 

 

 

 

 

 

 

 

 

(12,219

)

 

 

 

 

Other, net

 

 

 

 

 

 

 

 

 

 

 

3,765

 

 

 

 

 

Income before income taxes

 

 

 

 

 

 

 

 

 

 

$

30,532

 

 

 

 

 

 

 

 

For the Two Quarters Ended June 30, 2025

 

 

A&D

 

 

Commercial

 

 

RF&S Components

 

 

Eliminations

 

 

Total

 

 

(In thousands, except margin rates)

Net sales

 

$

632,510

 

 

$

727,911

 

 

$

18,868

 

 

$

 

 

$

1,379,289

 

 

Intersegment sales

 

 

5,202

 

 

 

418

 

 

 

30

 

 

 

(5,650

)

 

 

 

 

Segment sales

 

$

637,712

 

 

$

728,329

 

 

$

18,898

 

 

$

(5,650

)

 

$

1,379,289

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Cost of Goods Sold

 

 

Operating Expenses

 

 

Operating Income

 

 

Operating Margin

A&D

 

$

637,712

 

 

$

(489,975

)

 

$

(61,678

)

 

$

86,059

 

 

 

13.5

 

%

Commercial

 

 

728,329

 

 

 

(586,737

)

 

 

(37,874

)

 

 

103,718

 

 

 

14.2

 

 

RF&S Components

 

 

18,898

 

 

 

(9,633

)

 

 

(4,810

)

 

 

4,455

 

 

 

23.6

 

 

Total segment

 

 

1,384,939

 

 

 

(1,086,345

)

 

 

(104,362

)

 

 

194,232

 

 

 

14.0

 

 

Eliminations

 

 

(5,650

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring

 

 

 

 

 

 

 

 

 

 

 

(2,122

)

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

(17,975

)

 

 

 

 

Other corporate expenses

 

 

 

 

 

 

 

 

 

 

 

(43,658

)

 

 

 

 

Amortization of definite-lived intangibles (1)

 

 

 

 

 

 

 

 

 

 

 

(18,448

)

 

 

 

 

Consolidated

 

$

1,379,289

 

 

 

 

 

 

 

 

 

112,029

 

 

 

8.1

 

%

Interest expense

 

 

 

 

 

 

 

 

 

 

 

(22,559

)

 

 

 

 

Other, net

 

 

 

 

 

 

 

 

 

 

 

(2,954

)

 

 

 

 

Income before income taxes

 

 

 

 

 

 

 

 

 

 

$

86,516

 

 

 

 

 

 

16


 

 

 

 

For the Two Quarters Ended July 1, 2024

 

 

A&D

 

 

Commercial

 

 

RF&S Components

 

 

Eliminations

 

 

Total

 

 

(In thousands, except margin rates)

Net sales

 

$

551,304

 

 

$

606,644

 

 

$

17,302

 

 

$

 

 

$

1,175,250

 

 

Intersegment sales

 

 

2,961

 

 

 

414

 

 

 

114

 

 

 

(3,489

)

 

 

 

 

Segment sales

 

$

554,265

 

 

$

607,058

 

 

$

17,416

 

 

$

(3,489

)

 

$

1,175,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

Cost of Goods Sold

 

 

Operating Expenses

 

 

Operating Income

 

 

Operating Margin

A&D

 

$

554,265

 

 

$

(437,347

)

 

$

(56,945

)

 

$

59,973

 

 

 

10.8

 

%

Commercial

 

 

607,058

 

 

 

(493,084

)

 

 

(34,221

)

 

 

79,753

 

 

 

13.1

 

 

RF&S Components

 

 

17,416

 

 

 

(8,990

)

 

 

(4,713

)

 

 

3,713

 

 

 

21.3

 

 

Total segment

 

 

1,178,739

 

 

 

(939,421

)

 

 

(95,879

)

 

 

143,439

 

 

 

12.2

 

 

Eliminations

 

 

(3,489

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring

 

 

 

 

 

 

 

 

 

 

 

(4,974

)

 

 

 

 

Gain on sale of property, plant, and equipment

 

 

 

 

 

 

 

 

 

 

 

14,420

 

 

 

 

 

Acquisition-related and other charges

 

 

 

 

 

 

 

 

 

 

 

(10,072

)

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

 

(13,367

)

 

 

 

 

Other corporate expenses

 

 

 

 

 

 

 

 

 

 

 

(47,037

)

 

 

 

 

Amortization of definite-lived intangibles (1)

 

 

 

 

 

 

 

 

 

 

 

(26,356

)

 

 

 

 

Consolidated

 

$

1,175,250

 

 

 

 

 

 

 

 

 

56,053

 

 

 

4.8

 

%

Interest expense

 

 

 

 

 

 

 

 

 

 

 

(24,543

)

 

 

 

 

Other, net

 

 

 

 

 

 

 

 

 

 

 

13,091

 

 

 

 

 

Income before income taxes

 

 

 

 

 

 

 

 

 

 

$

44,601

 

 

 

 

 

 

(1)
Amortization of definite-lived intangibles relates to the A&D, Commercial, and RF&S Components reportable segments, but is not reviewed separately by the CODM. For the quarters ended June 30, 2025 and July 1, 2024, amortization expense of $2,336 and $2,335, respectively, is included in cost of goods sold for the A&D reportable segment. For both the two quarters ended June 30, 2025 and July 1, 2024, amortization expense of $4,671 is included in cost of goods sold for the A&D reportable segment.

Depreciation expense by reportable segment was as follows:

 

 

 

For the Quarter Ended

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

(In thousands)

 

A&D

 

$

8,942

 

 

$

9,490

 

 

$

17,733

 

 

$

19,014

 

Commercial

 

 

16,956

 

 

 

14,651

 

 

 

33,345

 

 

 

27,964

 

RF&S Components

 

 

443

 

 

 

419

 

 

 

866

 

 

 

886

 

Segment total

 

 

26,341

 

 

 

24,560

 

 

 

51,944

 

 

 

47,864

 

Corporate

 

 

1,351

 

 

 

1,623

 

 

 

2,611

 

 

 

3,015

 

Total

 

$

27,692

 

 

$

26,183

 

 

$

54,555

 

 

$

50,879

 

The Company markets and sells its products in approximately 50 countries. For the quarter and two quarters ended June 30, 2025, the Company did not conduct business in any country other than the United States in which its net sales in that country exceeded 10% of the Company’s total net sales. For the quarter and two quarters ended July 1, 2024, net sales in Taiwan also exceeded 10% of the Company’s total net sales. Net sales are attributed to countries by the invoiced location and were as follows:

 

 

 

For the Quarter Ended

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

(In thousands)

 

United States

 

$

381,619

 

 

$

308,774

 

 

$

739,427

 

 

$

609,733

 

Taiwan

 

 

50,856

 

 

 

73,931

 

 

 

105,012

 

 

 

142,855

 

Other

 

 

298,146

 

 

 

222,432

 

 

 

534,850

 

 

 

422,662

 

Total net sales

 

$

730,621

 

 

$

605,137

 

 

$

1,379,289

 

 

$

1,175,250

 

 

17


 

(11) Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, were as follows:

 

 

 

Foreign
Currency
Translation

 

 

Pension
Obligation

 

 

Cash Flow
Hedges

 

 

Total

 

 

 

(In thousands)

 

Balance as of December 30, 2024

 

$

(33,757

)

 

$

3,612

 

 

$

2,263

 

 

$

(27,882

)

Other comprehensive income (loss)
   before reclassifications

 

 

159

 

 

 

 

 

 

(1,774

)

 

 

(1,615

)

Amounts reclassified from accumulated
   other comprehensive loss

 

 

 

 

 

1,174

 

 

 

(271

)

 

 

903

 

Net year to date other comprehensive
   income (loss)

 

 

159

 

 

 

1,174

 

 

 

(2,045

)

 

 

(712

)

Balance as of June 30, 2025

 

$

(33,598

)

 

$

4,786

 

 

$

218

 

 

$

(28,594

)

 

(12) 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:

 

 

For the Quarter Ended

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

(In thousands, except per share amounts)

 

Net income

 

$

41,530

 

 

$

26,352

 

 

$

73,708

 

 

$

36,818

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares

 

 

101,857

 

 

 

101,234

 

 

 

101,861

 

 

 

101,593

 

Dilutive effect of performance-based
    restricted stock units (PRUs), restricted
    stock units (RSUs), and stock options

 

 

3,016

 

 

 

2,655

 

 

 

2,840

 

 

 

2,400

 

Diluted shares

 

 

104,873

 

 

 

103,889

 

 

 

104,701

 

 

 

103,993

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.41

 

 

$

0.26

 

 

$

0.72

 

 

$

0.36

 

Diluted earnings per share

 

 

0.40

 

 

 

0.25

 

 

 

0.70

 

 

 

0.35

 

PRUs, RSUs, and stock options to purchase 369 and 250 shares of common stock for the quarter and two quarters ended June 30, 2025, respectively, and 330 and 177 shares of common stock for the quarter and two quarters ended July 1, 2024, respectively, were not included in the computation of diluted earnings per share because the impact would be anti-dilutive. The PRUs would have had an anti-dilutive impact because the performance conditions had not been met during the applicable quarter and two quarters. The RSUs and stock options would have had an anti-dilutive impact because the total expected proceeds under the treasury stock method or the options’ exercise prices were greater than the average market price of common stock during the applicable quarter and two quarters.

 

18


 

(13) Fair Value Measures

The Company measures at fair value its financial and non-financial assets and liabilities 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:

 

 

 

As of

 

 

 

June 30, 2025

 

 

December 30, 2024

 

 

 

Carrying Amount

 

 

Fair Value

 

 

Carrying Amount

 

 

Fair Value

 

 

 

(In thousands)

 

Derivative assets, current

 

$

1,524

 

 

$

1,524

 

 

$

1,765

 

 

$

1,765

 

Derivative assets, non-current

 

 

 

 

 

 

 

 

1,326

 

 

 

1,326

 

Derivative liabilities, current

 

 

 

 

 

 

 

 

667

 

 

 

667

 

Derivative liabilities, non-current

 

 

872

 

 

 

872

 

 

 

 

 

 

 

Senior Notes due March 2029

 

 

497,011

 

 

 

477,010

 

 

 

496,638

 

 

 

464,325

 

Term Loan due May 2030

 

 

337,984

 

 

 

344,761

 

 

 

339,205

 

 

 

346,930

 

ABL Revolving Loans

 

 

80,000

 

 

 

80,000

 

 

 

80,000

 

 

 

80,000

 

Other loan

 

 

2,149

 

 

 

2,149

 

 

 

2,311

 

 

 

2,311

 

The fair value of the derivative instruments was determined using pricing models developed based on the 1-month Chicago Mercantile Exchange (CME) Term Secured Overnight Financing Rate (SOFR) swap rate 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 June 30, 2025 and December 30, 2024, which are considered Level 2 inputs.

As of June 30, 2025 and December 30, 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 as indicated by the annual test 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 June 30, 2025 and December 30, 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.

Supplier Finance Program Obligations

The Company has agreements with financial institutions to facilitate payments to certain suppliers. Liabilities associated with these agreements are recorded in accounts payable on the consolidated condensed balance sheets and amounted to $12,808 and $17,218 as of June 30, 2025 and December 30, 2024, respectively.

19


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 December 30, 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 December 30, 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 1,400 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 July 9, 2025, we announced the acquisition of a 750,000-square-foot facility in Eau Claire, Wisconsin, as well as land rights for an additional future manufacturing site in Penang, Malaysia. We believe the Eau Claire, Wisconsin facility comes equipped with the necessary infrastructure to support advanced technology PCB manufacturing and enhances our ability to support future high-volume U.S. production of advanced technology PCBs across key markets, particularly data center computing and networking for generative artificial intelligence (AI) applications. In addition, we acquired land rights for ten acres in Penang to establish a new production site that we anticipate will align with customers’ increasing interests in supply chain diversification beyond China. The future Penang facility will be in close proximity to our existing facility and will enable us to deliver cost-competitive, high-quality advanced technology PCB manufacturing to commercial markets such as data center computing, networking, and medical, industrial, and instrumentation. Together, these new investments support our strategy to offer regionally optimized, globally connected manufacturing solutions for our customers.

We previously announced we are in the process of constructing a new advanced technology PCB manufacturing facility in Syracuse, New York. We expect that our new 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. The external construction of our facility is largely complete and we continue to make progress on the internal fabrication. We have equipment orders in place and, assuming no delays in delivery, expect installation to begin in the third quarter of 2025 with production expected to commence in the second half of 2026.

20


 

FINANCIAL OVERVIEW

Our customers include both OEMs and EMS providers. We sell to OEMs both directly and indirectly through EMS providers. For such indirect sales, we measure customers based on OEM companies as they are the ultimate end customers. Sales to our ten largest customers collectively accounted for 53% and 54% of our net sales for the quarter and two quarters ended June 30, 2025, respectively. 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.

The percentage of our net sales attributable to each of the principal end markets we served was as follows:

 

 

 

For the Quarter Ended

 

For the Two Quarters Ended

 

 

June 30, 2025

 

July 1, 2024 (1)

 

June 30, 2025 (1)

 

July 1, 2024 (1)

End Markets (2):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace and Defense

 

 

45

 

%

 

 

45

 

%

 

 

47

 

%

 

 

47

 

%

Automotive

 

 

11

 

 

 

 

14

 

 

 

 

11

 

 

 

 

13

 

 

Data Center Computing

 

 

21

 

 

 

 

21

 

 

 

 

21

 

 

 

 

20

 

 

Medical/Industrial/Instrumentation

 

 

15

 

 

 

 

14

 

 

 

 

14

 

 

 

 

14

 

 

Networking

 

 

8

 

 

 

 

6

 

 

 

 

7

 

 

 

 

6

 

 

Total

 

 

100

 

%

 

 

100

 

%

 

 

100

 

%

 

 

100

 

%

 

(1)
The end market revenue prior to the quarter ended June 30, 2025 has been recast to reflect certain adjustments to allocations resulting from the segment reorganization.
(2)
Sales to EMS companies are classified by the end markets of their OEM customers.

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 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, assemblies, and subsystems. 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 costs, 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.

21


 

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 December 30, 2024 for further discussion of critical accounting policies and estimates. There have been no material changes to our critical accounting policies and estimates since December 30, 2024.

CONSOLIDATED OPERATING RESULTS

Selected financial highlights are presented in the table below:

 

 

 

For the Quarter Ended

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

(In thousands, except margin rates)

 

Net sales

 

$

730,621

 

 

$

605,137

 

 

$

1,379,289

 

 

$

1,175,250

 

Cost of goods sold

 

 

582,512

 

 

 

487,910

 

 

 

1,100,208

 

 

 

954,304

 

Gross profit

 

 

148,109

 

 

 

117,227

 

 

 

279,081

 

 

 

220,946

 

Gross margin

 

 

20.3

%

 

 

19.4

%

 

 

20.2

%

 

 

18.8

%

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

 

21,316

 

 

 

19,798

 

 

 

42,587

 

 

 

40,092

 

General and administrative

 

 

49,719

 

 

 

38,604

 

 

 

93,493

 

 

 

82,274

 

Research and development

 

 

7,009

 

 

 

8,547

 

 

 

15,073

 

 

 

15,868

 

Amortization of definite-lived intangibles

 

 

6,888

 

 

 

10,256

 

 

 

13,777

 

 

 

21,685

 

Restructuring charges

 

 

1,408

 

 

 

1,036

 

 

 

2,122

 

 

 

4,974

 

Total operating expenses

 

 

86,340

 

 

 

78,241

 

 

 

167,052

 

 

 

164,893

 

Operating income

 

 

61,769

 

 

 

38,986

 

 

 

112,029

 

 

 

56,053

 

Operating margin

 

 

8.5

%

 

 

6.4

%

 

 

8.1

%

 

 

4.8

%

Total other expense, net

 

 

(16,244

)

 

 

(8,454

)

 

 

(25,513

)

 

 

(11,452

)

Income tax provision

 

 

(3,995

)

 

 

(4,180

)

 

 

(12,808

)

 

 

(7,783

)

Net income

 

$

41,530

 

 

$

26,352

 

 

$

73,708

 

 

$

36,818

 

The following discussion and analysis is for the quarter and two quarters ended June 30, 2025, compared to the quarter and two quarters ended July 1, 2024, unless otherwise stated.

Net Sales

Total net sales increased $125.5 million, or 20.7%, to $730.6 million for the quarter ended June 30, 2025, from $605.1 million for the quarter ended July 1, 2024. The primary driver of this increase was strong demand in our aerospace and defense, data center computing, and networking end markets, the latter two being driven by generative AI. In addition, our medical, industrial, and instrumentation end market was also stronger as inventories and demand have normalized in this end market.

Total net sales increased $204.0 million, or 17.4%, to $1,379.3 million for the two quarters ended June 30, 2025, from $1,175.3 million for the two quarters ended July 1, 2024. The primary drivers of the increase were as discussed in the paragraph above.

Gross Profit and Margin Rate

Gross profit increased $30.9 million to $148.1 million for the quarter ended June 30, 2025, from $117.2 million for the quarter ended July 1, 2024, primarily due to higher sales. Gross margin rate increased to 20.3% for the quarter ended June 30, 2025, from 19.4% for the quarter ended July 1, 2024. This increase was primarily due to improved operational execution, favorable product mix, and increased volume of PCB shipments as compared to the second quarter of 2024.

Gross profit increased $58.1 million to $279.1 million for the two quarters ended June 30, 2025, from $220.9 million for the two quarters ended July 1, 2024, primarily due to higher sales. Gross margin rate increased to 20.2% for the two quarters ended June 30, 2025, from 18.8% for the two quarters ended July 1, 2024. The increase was primarily due to improved operational execution, favorable product mix, and increased volume of PCB shipments as compared to the same period of 2024.

Operating Expenses

Operating expenses increased $8.1 million to $86.3 million for the quarter ended June 30, 2025, from $78.2 million for the quarter ended July 1, 2024, primarily due to the absence of gains on the sale of assets primarily related to the sale of two buildings vacated with the closure of our Anaheim and Santa Clara plants of $14.4 million that occurred in the quarter ended July 1, 2024, partially offset by the absence of the write down of our Hong Kong building of $6.1 million that occurred in the quarter ended July 1, 2024. Higher incentive compensation expense also contributed to the increase in operating expenses, partially offset by a decrease in amortization of definite-lived intangibles.

22


 

Operating expenses increased $2.2 million to $167.1 million for the two quarters ended June 30, 2025, from $164.9 million for the two quarters ended July 1, 2024, primarily due to the absence of gains on the sale of assets primarily related to the sale of two buildings vacated with the closure of our Anaheim and Santa Clara plants of $14.4 million that occurred in the two quarters ended July 1, 2024, partially offset by the absence of the write down of our Hong Kong building of $6.1 million that occurred in the two quarters ended July 1, 2024. In addition, increased stock-based compensation and incentive compensation expense contributed to the higher operating expenses, partially offset by a decrease in amortization of definite-lived intangibles.

Operating Income and Margin Rate

Operating income increased $22.8 million to $61.8 million for the quarter ended June 30, 2025, from $39.0 million for the quarter ended July 1, 2024. Operating margin rate increased to 8.5% for the quarter ended June 30, 2025, from 6.4% for the quarter ended July 1, 2024. The primary drivers of these increases are discussed above in the variance explanations for Gross Profit and Margin Rate and Operating Expenses.

Operating income increased $56.0 million to $112.0 million for the two quarters ended June 30, 2025, from $56.1 million for the two quarters ended July 1, 2024. Operating margin rate increased to 8.1% for the two quarters ended June 30, 2025, from 4.8% for the two quarters ended July 1, 2024. The primary drivers of these increases are discussed above in the variance explanations for Gross Profit and Margin Rate and Operating Expenses.

Total Other Expense, Net

Total other expense, net increased $7.8 million to $16.2 million for the quarter ended June 30, 2025, from $8.5 million for the quarter ended July 1, 2024, primarily as a result of unrealized foreign exchange losses during the quarter ended June 30, 2025. We utilize the Chinese Renminbi (RMB) and Malaysian Ringgit (MYR) at our China and Malaysia facilities, respectively, for employee‑related and other costs of running our operations in foreign countries. There was an unrealized loss from foreign exchange of $5.7 million during the quarter ended June 30, 2025, compared to $0.1 million during the quarter ended July 1, 2024. This unrealized loss was related to the translation of our China and Malaysia balance sheets from their local currencies into the U.S. dollar functional currency, which experienced devaluation against the RMB and MYR during the quarter ended June 30, 2025 as compared to the quarter ended July 1, 2024.

Total other expense, net increased $14.1 million to $25.5 million for the two quarters ended June 30, 2025, from $11.5 million for the two quarters ended July 1, 2024, primarily as a result of unrealized foreign exchange losses during the two quarters ended June 30, 2025. There was an $8.0 million unrealized loss from foreign exchange during the two quarters ended June 30, 2025, compared to a $4.2 million unrealized gain from foreign exchange during the two quarters ended July 1, 2024. This unrealized loss was related to the translation of our China and Malaysia balance sheets from their local currencies into the U.S. dollar functional currency, which experienced devaluation against the RMB and MYR during the two quarters ended June 30, 2025 as compared to the two quarters ended July 1, 2024.

Income Taxes

Income tax expense decreased $0.2 million to $4.0 million for the quarter ended June 30, 2025, from $4.2 million for the quarter ended July 1, 2024, primarily due to an income tax benefit from the deduction of stock-based compensation, partially offset by accruals for potential assessments in various jurisdictions and the finalization of China and Canada corporate income tax returns.

Income tax expense increased $5.0 million to $12.8 million for the two quarters ended June 30, 2025, from $7.8 million for the two quarters ended July 1, 2024, primarily due to an increase in income before income taxes for the two quarters ended June 30, 2025 and accruals for potential assessments in various jurisdictions, partially offset by an income tax benefit from the deduction of stock‑based compensation.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing amendments to U.S. tax laws with various effective dates from 2025 to 2027. The OBBBA includes provisions such as the permanent extension of certain provisions of the Tax Cuts and Jobs Act that were set to expire at the end of 2025 and modifications to the international tax framework. Income Taxes (Topic 740): Improvements to Income Tax Disclosures requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Therefore, our tax provisions for the quarter and two quarters ended June 30, 2025, do not incorporate the effects of these tax law changes. We are in the process of evaluating and estimating the impact of the OBBBA on our consolidated condensed financial statements and will complete our assessment during the third quarter of 2025.

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 $41.8 million and $42.9 million as of June 30, 2025 and July 1, 2024, respectively.

23


 

SEGMENT OPERATING RESULTS

Basis of Presentation

During the quarter ended June 30, 2025, in connection with our change in organizational structure to enhance clarity in sector performance, accountability, and operating costs, our management finalized its assessment of our operating segments and concluded that we now have three reportable segments: Aerospace and Defense (A&D), Commercial, and RF&S Components. As a result, certain prior period amounts have been reclassified to conform with this new presentation. See Part I, Item 1, Note 10, Segment Information, of the Notes to Consolidated Condensed Financial Statements in this Report for further information.

Selected segment financial highlights, with reconciliations to operating income, are presented in the table below:

 

 

 

For the Quarter Ended

 

 

For the Two Quarters Ended

 

 

 

June 30, 2025

 

 

July 1, 2024

 

 

June 30, 2025

 

 

July 1, 2024

 

 

 

(In thousands, except margin rates)

 

Segment sales:

 

 

 

 

 

 

 

 

 

 

 

 

A&D

 

$

327,569

 

 

$

274,507

 

 

$

637,712

 

 

$

554,265

 

Commercial

 

 

395,624

 

 

 

323,255

 

 

 

728,329

 

 

 

607,058

 

RF&S Components

 

 

10,078

 

 

 

9,083

 

 

 

18,898

 

 

 

17,416

 

Total

 

$

733,271

 

 

$

606,845

 

 

$

1,384,939

 

 

$

1,178,739

 

Segment operating income:

 

 

 

 

 

 

 

 

 

 

 

 

A&D

 

$

45,282

 

 

$

25,500

 

 

$

86,059

 

 

$

59,973

 

Commercial

 

 

60,069

 

 

 

49,670

 

 

 

103,718

 

 

 

79,753

 

RF&S Components

 

 

2,863

 

 

 

2,052

 

 

 

4,455

 

 

 

3,713

 

Total

 

 

108,214

 

 

 

77,222

 

 

 

194,232

 

 

 

143,439

 

Segment operating margin rate:

 

 

 

 

 

 

 

 

 

 

 

 

A&D

 

 

13.8

%

 

 

9.3

%

 

 

13.5

%

 

 

10.8

%

Commercial

 

 

15.2

%

 

 

15.4

%

 

 

14.2

%

 

 

13.1

%

RF&S Components

 

 

28.4

%

 

 

22.6

%

 

 

23.6

%

 

 

21.3

%

Total

 

 

14.8

%

 

 

12.7

%

 

 

14.0

%

 

 

12.2

%

Unallocated amounts:

 

 

 

 

 

 

 

 

 

 

 

 

Restructuring

 

 

(1,408

)

 

 

(1,036

)

 

 

(2,122

)

 

 

(4,974

)

Gain on sale of property, plant, and equipment

 

 

 

 

14,420

 

 

 

 

 

14,420

 

Acquisition-related and other charges

 

 

 

 

(10,184

)

 

 

 

 

(10,072

)

Stock-based compensation

 

 

(9,188

)

 

 

(6,580

)

 

 

(17,975

)

 

 

(13,367

)

Other corporate expenses

 

 

(26,625

)

 

 

(22,265

)

 

 

(43,658

)

 

 

(47,037

)

Amortization of definite-lived intangibles (1)

 

 

(9,224

)

 

 

(12,591

)

 

 

(18,448

)

 

 

(26,356

)

Operating income

 

$

61,769

 

 

$

38,986

 

 

$

112,029

 

 

$

56,053

 

 

(1)
Amortization of definite-lived intangibles relates to the A&D, Commercial, and RF&S Components reportable segments, but is not reviewed separately by the chief operating decision maker (CODM). For the quarters ended June 30, 2025 and July 1, 2024, amortization expense of $2,336 and $2,335, respectively, is included in cost of goods sold for the A&D reportable segment. For both the two quarters ended June 30, 2025 and July 1, 2024, amortization expense of $4,671 is included in cost of goods sold for the A&D reportable segment.

Segment operating income, as reconciled in Part I, Item 1, Note 10, Segment Information, of the Notes to Consolidated Condensed Financial Statements in this Report, and segment operating margin rate (segment operating income divided by segment sales) are presented in conformity with Accounting Standards Codification (ASC) Topic 280, Segment Reporting. These measures are reported to the CODM, who is the President and Chief Executive Officer, for purposes of making decisions about allocating resources to the segments and assessing their performance. For these reasons, these measures are excluded from the definition of non‑GAAP financial measures under the SEC's Regulation G and Item 10(e) of Regulation S-K.

A&D

Segment Sales

Segment sales for the A&D reportable segment increased $53.1 million, or 19.3%, to $327.6 million for the quarter ended June 30, 2025, from $274.5 million for the quarter ended July 1, 2024. The primary drivers of this increase were improved spending in previous defense budgets, our strong strategic program alignment, and key bookings for ongoing franchise programs, including

24


 

restricted programs. These increases were driven by increased sales related to missiles and munitions as well as strong demand in our Mission Systems and Specialty Assembly businesses.

Segment sales for the A&D reportable segment increased $83.4 million, or 15.1%, to $637.7 million for the two quarters ended June 30, 2025, from $554.3 million for the two quarters ended July 1, 2024. The primary drivers of the increase were as discussed in the paragraph above.

Segment Operating Income and Margin Rate

Segment operating income for the A&D reportable segment increased $19.8 million to $45.3 million for the quarter ended June 30, 2025, from $25.5 million for the quarter ended July 1, 2024. Segment operating margin rate for the A&D reportable segment increased to 13.8% for the quarter ended June 30, 2025, from 9.3% for the quarter ended July 1, 2024. The primary drivers of these increases were higher sales volume as discussed above, and improved operational execution.

Segment operating income for the A&D reportable segment increased $26.1 million to $86.1 million for the two quarters ended June 30, 2025, from $60.0 million for the two quarters ended July 1, 2024. Segment operating margin rate for the A&D reportable segment increased to 13.5% for the two quarters ended June 30, 2025, from 10.8% for the two quarters ended July 1, 2024. The primary drivers of these increases were higher sales volume as discussed above, and improved operational execution.

Commercial

Segment Sales

Segment sales for the Commercial reportable segment increased $72.4 million, or 22.4%, to $395.6 million for the quarter ended June 30, 2025, from $323.3 million for the quarter ended July 1, 2024. The primary driver of this increase was strong demand in our data center computing and networking end markets driven by generative AI. In addition, our medical, industrial, and instrumentation end market was also stronger as inventories and demand have normalized in this end market with growth in the industrial and instrumentation areas.

Segment sales for the Commercial reportable segment increased $121.3 million, or 20.0%, to $728.3 million for the two quarters ended June 30, 2025, from $607.1 million for the two quarters ended July 1, 2024. The primary driver of this increase was strong demand in our data center computing and networking end markets driven by generative AI, as well as normalized demand in our medical, industrial, and instrumentation end market.

Segment Operating Income and Margin Rate

Segment operating income for the Commercial reportable segment increased $10.4 million to $60.1 million for the quarter ended June 30, 2025, from $49.7 million for the quarter ended July 1, 2024. However, segment operating margin rate for the Commercial reportable segment slightly decreased to 15.2% for the quarter ended June 30, 2025, from 15.4% for the quarter ended July 1, 2024. The primary driver of the increase in segment operating income was higher sales volume as discussed above, while the segment operating margin rate slightly decreased due to ramp-up costs in connection with our fabrication plant in Penang, Malaysia, as well as product mix change.

Segment operating income for the Commercial reportable segment increased $24.0 million to $103.7 million for the two quarters ended June 30, 2025, from $79.8 million for the two quarters ended July 1, 2024. Segment operating margin rate for the Commercial reportable segment increased to 14.2% for the two quarters ended June 30, 2025, from 13.1% for the two quarters ended July 1, 2024. The primary drivers of these increases were higher sales volume as discussed above, and improved operational execution.

RF&S Components

Segment Sales

Segment sales for the RF&S Components reportable segment increased $1.0 million, or 11.0%, to $10.1 million for the quarter ended June 30, 2025, from $9.1 million for the quarter ended July 1, 2024. The primary driver of this increase was strong demand across the networking and medical, industrial, and instrumentation end markets.

Segment sales for the RF&S Components reportable segment increased $1.5 million, or 8.5%, to $18.9 million for the two quarters ended June 30, 2025, from $17.4 million for the two quarters ended July 1, 2024. The primary driver of this increase was strong demand across the networking and medical, industrial, and instrumentation end markets.

Segment Operating Income and Margin Rate

Segment operating income for the RF&S Components reportable segment increased $0.8 million to $2.9 million for the quarter ended June 30, 2025, from $2.1 million for the quarter ended July 1, 2024. Segment operating margin rate for the RF&S Components

25


 

reportable segment increased to 28.4% for the quarter ended June 30, 2025, from 22.6% for the quarter ended July 1, 2024. The primary drivers of these increases were higher sales volume as discussed above, and improved operational execution.

Segment operating income for the RF&S Components reportable segment increased $0.7 million to $4.5 million for the two quarters ended June 30, 2025, from $3.7 million for the two quarters ended July 1, 2024. Segment operating margin rate for the RF&S Components reportable segment increased to 23.6% for the two quarters ended June 30, 2025, from 21.3% for the two quarters ended July 1, 2024. The primary drivers of these increases were higher sales volume as discussed above, and improved operational execution.

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 facilities. 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 2025 was $87.1 million as compared to cash flow provided by operating activities of $85.8 million in the same period in 2024. The increase in cash flow was primarily due to an increase in net income of $36.9 million partially offset by increased investment in working capital largely driven by the timing of collections and advance payments and increased inventories related to ramping production levels.

Net cash used in investing activities during the first two quarters of 2025 was $123.5 million, primarily resulting from the use of $123.7 million for net purchases of property, plant, and equipment and other assets. Net cash used in investing activities during the first two quarters of 2024 was approximately $52.5 million, primarily resulting from the use of $88.8 million for purchases of property, plant and equipment and other assets. This was 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 financing activities during the first two quarters of 2025 was $19.8 million, reflecting the use of $17.9 million for repurchases of our common stock and $1.9 million for the repayment of long-term debt borrowings. 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.

As of June 30, 2025, we had cash and cash equivalents of approximately $448.0 million, of which approximately $137.7 million was held by our foreign subsidiaries, primarily in China, and $201.4 million of available borrowing capacity under our revolving credit facilities. 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 expenses not previously accrued for the repatriation of this cash.

Our total 2025 capital expenditures are expected to be in the range of $235.0 million to $255.0 million, of which approximately $66.0 million relate to construction of our new plant in Syracuse, New York.

Share Repurchases

On May 8, 2025, our Board of Directors authorized a new share repurchase program (2025 Repurchase Program), under which we may repurchase up to $100.0 million in value of our common stock from time to time through May 7, 2027. We did not repurchase any shares of our common stock during the quarter ended June 30, 2025. During the two quarters ended June 30, 2025, under our previous two-year repurchase program that expired on May 3, 2025, we repurchased approximately 0.7 million shares of our common stock for a total cost of $17.9 million (including commissions). As of June 30, 2025, the remaining amount in value available to be repurchased under the 2025 Repurchase Program was $100.0 million.

Long-term Debt and Letters of Credit

As of June 30, 2025, we had $917.1 million of outstanding debt, net of discount and issuance costs, composed of $497.0 million of Senior Notes due 2029, $338.0 million under the Term Loan Facility due 2030 (Term Loan Facility), $80.0 million under the Asia Asset-Based Lending Credit Agreement (Asia ABL), and $2.1 million of other loans.

Pursuant to the terms of the Senior Notes due 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 June 30, 2025, we were in compliance with the covenants under the Senior Notes due 2029, Term Loan Facility, and ABL Revolving Loans.

26


 

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.

Supplier Finance Program Obligations

We have agreements with financial institutions to facilitate payments to certain suppliers. Liabilities associated with these agreements are recorded in accounts payable on the consolidated condensed balance sheets and amounted to $12.8 million and $17.2 million as of June 30, 2025 and December 30, 2024, respectively.

Contractual Obligations and Commitments

As part of our ongoing 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 June 30, 2025, there were no material changes outside the ordinary course of business since December 30, 2024 to our contractual obligations and commitments and the related cash requirements.

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.

27


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business operations, we are exposed to risks associated with fluctuations in interest rates and foreign currency exchange rates. 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. As of June 30, 2025, we did not have any material commodity contracts in place and believe our exposure to commodity price risk is not material.

We have not experienced any losses to date on any derivative financial instruments due to counterparty credit risk.

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.

In March 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.

At inception, we designated the interest rate swap as a cash flow hedge and the fair value of the interest rate swap was zero. As of June 30, 2025, the fair value of the interest rate swap was recorded as a net asset in the amount of $0.2 million, of which $1.1 million is included as a component of prepaid expenses and other current assets and $0.9 million is included as a component of other long-term liabilities. As of December 30, 2024, the fair value of the interest rate swap was recorded as an asset of $3.1 million, of which $1.8 million is included as a component of prepaid expenses and other current assets and $1.3 million is included as a component of deposits and other non-current assets. No ineffectiveness was recognized for the quarter and two quarters ended June 30, 2025. During the quarter and two quarters ended June 30, 2025, the interest rate swap decreased interest expense by $0.6 million and $1.1 million, respectively. During the quarter and two quarters ended July 1, 2024, the interest rate swap decreased interest expense by $1.2 million and $2.3 million, respectively.

See Liquidity and Capital Resources and Long-term Debt and Letters of Credit appearing in Part I, Item 2 of this Quarterly Report on Form 10-Q for further discussion of our financing facilities and capital structure. As of June 30, 2025, approximately 81.2% of our total debt was based on fixed rates. Based on our borrowings as of June 30, 2025, an assumed 100 basis point change in variable rates would cause our annual interest cost to change by $1.7 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 accumulated other comprehensive 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. However, we may consider the use of derivatives in the future. Our primary foreign exchange exposure is to the RMB and Malaysian Ringgit (MYR).

Debt Instruments

The fiscal calendar maturities of our debt instruments for the next five years and thereafter were as follows:

 

 

 

As of June 30, 2025

 

 

Remaining
2025

 

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

Thereafter

 

 

Total

 

 

Fair
Value

 

 

Weighted
Average
Interest Rate

 

 

(In thousands, except interest rates)

US$ Variable Rate (1)

 

$

1,732

 

 

$

3,465

 

 

$

4,331

 

 

$

83,465

 

 

$

2,599

 

 

$

328,309

 

 

$

423,901

 

 

$

424,761

 

 

 

6.39

 

%

US$ Fixed Rate

 

 

168

 

 

 

350

 

 

 

404

 

 

 

363

 

 

 

500,419

 

 

 

445

 

 

 

502,149

 

 

 

479,159

 

 

 

4.01

 

 

Total

 

$

1,900

 

 

$

3,815

 

 

$

4,735

 

 

$

83,828

 

 

$

503,018

 

 

$

328,754

 

 

$

926,050

 

 

$

903,920

 

 

 

 

 

(1)
Interest rate swap effectively fixed $250,000 of variable rate debt.

28


 

Item 4. Controls and Procedures

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 June 30, 2025 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 (1) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (2) 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 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 June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

29


 

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.

Item 1A. Risk Factors

There have been no material changes in our risk factors as previously disclosed in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended December 30, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On May 8, 2025, our Board of Directors authorized a new share repurchase program, under which we may repurchase up to $100.0 million in value of our outstanding shares of common stock from time to time through May 7, 2027. Our previous two-year repurchase program expired on May 3, 2025.

We did not repurchase any shares of our common stock during the quarter ended June 30, 2025.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended June 30, 2025, none of our directors and/or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" for the purchase or sale of our securities (as those terms are defined in Regulation S-K, Item 408).

30


 

Item 6. Exhibits

 

Exhibit

 

 

 

Filed/Furnished

Number

 

Exhibit Description

 

Herewith

 

 

 

 

 

31.1

 

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

31.2

 

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

32.1*

 

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

32.2*

 

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

X

 

 

 

 

 

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 the 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.

31


 

SIGNATURES

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 4, 2025

 

Thomas T. Edman

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

/s/ Daniel L. Boehle

 

 

 

Dated: August 4, 2025

 

Daniel L. Boehle

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial Officer and Principal Accounting Officer)

 

32


FAQ

Why did ONEOK (OKE) file an 8-K on August 4 2025?

To furnish its Q2 2025 earnings press release and comply with Regulation FD disclosure requirements.

What financial period does the filing cover?

Quarter ended June 30 2025 (second quarter of 2025).

Did ONEOK change its 2025 guidance?

No. The company affirmed its existing full-year 2025 guidance ranges.

Where can investors find the actual earnings numbers?

All quantitative results are in Exhibit 99.1, the press release attached to the 8-K.

Is the information in this 8-K considered “filed” with the SEC?

No. It is furnished, which limits liability under Section 18 and affects incorporation by reference.
Ttm Technologies Inc

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