UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2023
TTM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 0-31285 | 91-1033443 | ||
(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
200 East Sandpointe, Suite 400, Santa Ana, CA | 92707 | |
(Address of principal executive offices) | (Zip Code) |
(714) 327-3000
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | TTMI | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. | Results of Operations and Financial Condition |
On February 8, 2023, TTM Technologies, Inc. (the “Company”) issued a press release announcing results for its fourth quarter of fiscal year 2022, which ended January 2, 2023, and guidance for its first quarter 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company will host a conference call on Wednesday, February 8, 2023, at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time to discuss its fourth quarter fiscal 2022 results and the first quarter 2023 outlook. Access to the conference call is available by clicking on the registration link TTM Technologies, Inc. fourth quarter fiscal year 2022 conference call. Registering participants will receive dial in information and a unique PIN to join the call. Participants can register at any time up to the start of the conference call. The conference call will also be webcast on the Registrant’s website at www.ttm.com.
The information furnished in Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly provided by specific reference in such filing.
Item 2.05. | Costs Associated with Exit or Disposal Activities |
On February 8, 2023, the Company announced a consolidation plan, which would include closing three of its manufacturing facilities and consolidating the operations of those facilities into other Company facilities (the “Plan”). The Plan was approved by the Company’s Board of Directors on February 2, 2023, and its goals are to improve plant utilization, operational performance, customer focus and profitability. The three manufacturing facilities are PCB operations located in Anaheim and Santa Clara, California, and Hong Kong. The Company expects the Hong Kong manufacturing facility to be closed by the end of the second quarter of 2023, and the Anaheim and Santa Clara facilities to be closed by the end of 2023. Until such time, the Company will facilitate customer transitions, provide requisite notices to governmental agencies and other parties, and attend to other transition and facility consolidation matters. The Company anticipates that the Plan will result in its total headcount being reduced by approximately 750 employees.
The Company estimates that it will incur total charges related to the Plan of approximately $22 million to $28 million in separation, asset impairment and disposal costs. Approximately 80% of these costs will be in the form of cash expenditures and the rest in the form of non-cash charges. The Company estimates that it will incur costs of between $11 million and $14 million in separation benefits to employees, $6 million to $9 million in asset disposition costs and approximately $5 million in non-cash equipment disposal costs.
Item 7.01. | Regulation FD Disclosure. |
On February 8, 2023, the Company issued a press release announcing the Plan. A copy of that press release is furnished with this Report as Exhibit 99.2.
The information furnished in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial | Statements and Exhibits |
Exhibit Number |
Description |
|
99.1 | Press Release dated February 8, 2023 (Regarding Fourth Quarter and 2022 Results) | |
99.2 | Press Release dated February 8, 2023 (Regarding Consolidation of Manufacturing Facilities) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
TTM TECHNOLOGIES, INC. | ||||||
Date: February 8, 2023 | /s/ Daniel J. Weber |
|||||
By: | Daniel J. Weber | |||||
Executive Vice President, General Counsel & Secretary |
TTM Technologies, Inc., Q4’22 | Contact: Sameer Desai, Vice President, Corporate Development & Investor Relations Sameer.desai@ttmtech.com 714-327-3050 |
Exhibit 99.1
TTM Technologies, Inc. Reports Fiscal Fourth Quarter and 2022 Results
Santa Ana, CA – February 8, 2023– TTM Technologies, Inc. (NASDAQ: TTMI), a leading global manufacturer of technology solutions including engineered systems, radio frequency (“RF”) components and RF microwave/microelectronic assemblies, and printed circuit boards (“PCB”), today reported results for the fourth quarter and fiscal 2022, which ended on January 2, 2023.
Fourth Quarter 2022 Highlights
- | Net sales were $617.2 million |
- | GAAP net income of $6.0 million, or $0.06 per diluted share |
- | Non-GAAP net income was $42.7 million, or $0.41 per diluted share |
- | Operating cash flow of $77.6 million; free cash flow of $56.8 million |
- | Announced consolidation of manufacturing footprint |
Fourth Quarter 2022 GAAP Financial Results
Net sales for the fourth quarter of 2022 were $617.2 million, compared to $598.1 million in the fourth quarter of 2021.
GAAP operating income for the fourth quarter of 2022 was $97.6 million and includes a gain of $51.8 million in December 2022 from the sale of the property occupied by our former Shanghai E-MS entity. This compares to GAAP operating income of $33.1 million in the fourth quarter of 2021.
GAAP net income for the fourth quarter of 2022 was $6.0 million, or $0.06 per diluted share, compared to GAAP net income of $8.4 million, or $0.08 per diluted share in the fourth quarter of 2021. Our fourth quarter 2022 results include a tax reserve of $51.7 million to establish a valuation allowance for certain U.S. deferred tax items.
Fourth Quarter 2022 Non-GAAP Financial Results
On a non-GAAP basis, net income for the fourth quarter of 2022 was $42.7 million, or $0.41 per diluted share. This compares to non-GAAP net income of $36.2 million, or $0.34 per diluted share, for the fourth quarter of 2021.
Adjusted EBITDA in the fourth quarter of 2022 was $81.6 million, or 13.2% of sales compared to adjusted EBITDA of $70.4 million, or 11.8% of sales for the fourth quarter of 2021.
“TTM delivered non-GAAP earnings above the midpoint of guidance. Of particular note, we saw strong cash flow in the fourth quarter of $77.6 million, which allowed us to repay a portion of our Term Loan B on January 3rd, 2023, and reduce our net leverage to 1.5x, below our 2x target,” said Tom Edman, CEO of TTM. “We also saw the second quarter in a row of record bookings of $464.3 million in the Aerospace and Defense end market,” concluded Mr. Edman.
Full Year Fiscal 2022 Results
Net sales for fiscal year 2022 increased to $2.50 billion from $2.25 billion in fiscal year 2021, an 11.0% increase. Excluding approximately six months from the contribution of Telephonics, revenues grew organically 5.4% in 2022 over 2021.
GAAP operating income for fiscal year 2022 was $210.4 million, an increase from GAAP operating income of $126.0 million in fiscal year 2021.
TTM Technologies, Inc., Q4’22 | Contact: Sameer Desai, Vice President, Corporate Development & Investor Relations Sameer.desai@ttmtech.com 714-327-3050 |
GAAP net income for fiscal year 2022 was $94.6 million, or $0.91 per diluted share, compared to GAAP net income of $54.4 million, or $0.50 per diluted share, in fiscal year 2021.
On a non-GAAP basis, net income for fiscal year 2022 was $181.2 million, or $1.74 per diluted share. This compares to fiscal year 2021 non-GAAP net income of $138.0 million, or $1.28 per diluted share.
Adjusted EBITDA for fiscal year 2022 was $343.1 million, or 13.8 percent of net sales, compared to $275.6 million, or 12.3 percent of net sales, for fiscal year 2021. Cash flow from operations for fiscal year 2022 was $272.9 million.
“We delivered solid results in 2022 with revenues growing organically 5.4% year on year, despite supply chain, labor inflation and availability, and COVID-19 challenges,” continued Edman. “In addition, we closed the acquisition of Telephonics, increasing our revenues from the Aerospace and Defense end market to approximately one billion dollar annual run rate and approximately 40% of total company revenues. Finally, in 2022, we generated $272.9 million in operating cash flow which enabled us to purchase Telephonics and strengthen our balance sheet, while returning capital to our shareholders.”
Business Outlook
While demand in the Aerospace and Defense market remains strong, we have seen a reduction in bookings in our commercial end markets due to inventory reductions, weaker end market demand and production inefficiencies in our Asia Pacific manufacturing facilities due to Chinese New Year. As a result, TTM estimates that revenue for the first quarter of 2023 will be in the range of $550 million to $590 million, and non-GAAP net income will be in the range of $0.16 to $0.22 per diluted share. We also announced a plan for the consolidation of our manufacturing footprint in a press release issued today, February 8th, after the market close.
Live Webcast/Conference Call
TTM will host a conference call and webcast to discuss fourth quarter and 2022 results and the first quarter 2023 outlook as well as the consolidation of its manufacturing footprint on Wednesday, February 8th, 2023 at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). The conference call will include forward-looking statements.
Access to the conference call is available by clicking on the registration link TTM Technologies, Inc. fourth quarter fiscal year 2022 conference call. Registering participants will receive dial in information and a unique PIN to join the call. Participants can register at any time up to the start of the conference call. The conference call also will be webcast on TTM’s website at www.ttm.com.
To Access a Replay of the Webcast
The replay of the webcast will remain accessible for one week following the live event on TTM’s website at www.ttm.com.
About TTM
TTM Technologies, Inc. is a leading global manufacturer of technology solutions including engineered systems, RF components and RF microwave/microelectronic assemblies, and quick-turn and technologically advanced PCBs. TTM stands for time-to-market, representing how TTM’s time-critical, one-stop manufacturing services enable customers to shorten the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com.
Forward-Looking Statements
The preliminary financial results included in this press release represent the most current information available to management.
TTM Technologies, Inc., Q4’22 | Contact: Sameer Desai, Vice President, Corporate Development & Investor Relations Sameer.desai@ttmtech.com 714-327-3050 |
The company’s actual results when disclosed in its Form 10-K may differ from these preliminary results as a result of the completion of the company’s financial closing procedures; final adjustments; completion of the review by the company’s independent registered accounting firm; and other developments that may arise between now and the disclosure of the final results. This release contains forward-looking statements that relate to future events or performance. TTM cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect TTM’s current expectations, and TTM does not undertake to update or revise these forward looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other TTM statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond TTM’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, the impact of COVID-19, general market and economic conditions, including interest rates, currency exchange rates and consumer spending, demand for TTM’s products, market pressures on prices of TTM’s products, warranty claims, changes in product mix, contemplated significant capital expenditures and related financing requirements, TTM’s dependence upon a small number of customers and other factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC.
About Our Non-GAAP Financial Measures
This release includes information about TTM’s adjusted EBITDA, non-GAAP net income and non-GAAP earnings per share, all of which are non-GAAP financial measures. TTM presents non-GAAP financial information to enable investors to see TTM through the eyes of management and to provide better insight into TTM’s ongoing financial performance.
A material limitation associated with the use of the above non-GAAP financial measures is that they have no standardized measurement prescribed by GAAP and may not be comparable to similar non-GAAP financial measures used by other companies. TTM compensates for these limitations by providing full disclosure of each non-GAAP financial measure and reconciliation to the most directly comparable GAAP financial measure. However, the non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
With respect to the Company’s outlook for non-GAAP net income per diluted share, we are unable to predict with reasonable certainty or without unreasonable effort certain items that may affect a comparable measure calculated and presented in accordance with GAAP. Our expected non-GAAP net income per diluted share excludes primarily the future impact of restructuring actions, impairment charges, unusual gains and losses, and tax adjustments. These reconciling items are highly variable and difficult to predict due to various factors outside of management’s control and could have a material impact on our future period net income per diluted share calculated and presented in accordance with GAAP. Accordingly, a reconciliation of non-GAAP net income per diluted share to a comparable measure calculated and presented in accordance with GAAP is not available without unreasonable effort and has not been provided.
- Tables Follow -
TTM TECHNOLOGIES, INC.
Selected Unaudited Financial Information
(In thousands, except per share data)
Fourth Quarter | Full Year | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS |
||||||||||||||||
Net sales |
$ | 617,156 | $ | 598,141 | $ | 2,495,046 | $ | 2,248,740 | ||||||||
Cost of goods sold |
495,754 | 500,819 | 2,037,081 | 1,876,729 | ||||||||||||
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Gross profit |
121,402 | 97,322 | 457,965 | 372,011 | ||||||||||||
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Operating expenses: |
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Selling and marketing |
19,529 | 16,271 | 75,182 | 63,016 | ||||||||||||
General and administrative |
36,317 | 33,790 | 158,180 | 124,865 | ||||||||||||
Research and development |
6,698 | 5,071 | 24,808 | 18,146 | ||||||||||||
Gain on sale of SH E-MS Property |
(51,804 | ) | — | (51,804 | ) | — | ||||||||||
Amortization of definite-lived intangibles |
10,275 | 8,911 | 37,097 | 35,748 | ||||||||||||
Restructuring charges |
2,827 | 211 | 4,094 | 4,245 | ||||||||||||
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Total operating expenses |
23,842 | 64,254 | 247,557 | 246,020 | ||||||||||||
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Operating income |
97,560 | 33,068 | 210,408 | 125,991 | ||||||||||||
Interest expense |
(12,506 | ) | (11,860 | ) | (45,517 | ) | (45,475 | ) | ||||||||
Loss on extinguishment of debt |
— | — | — | (15,217 | ) | |||||||||||
Other, net |
(1,960 | ) | (584 | ) | 17,972 | 4,754 | ||||||||||
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Income before income taxes |
83,094 | 20,624 | 182,863 | 70,053 | ||||||||||||
Income tax provision |
(77,077 | ) | (12,237 | ) | (88,280 | ) | (15,639 | ) | ||||||||
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Net income |
$ | 6,017 | $ | 8,387 | $ | 94,583 | $ | 54,414 | ||||||||
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Earnings per share: |
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Basic |
$ | 0.06 | $ | 0.08 | $ | 0.93 | $ | 0.51 | ||||||||
Diluted |
0.06 | 0.08 | 0.91 | 0.50 | ||||||||||||
Weighted-average shares used in computing per share amounts: |
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Basic |
102,217 | 104,186 | 102,074 | 106,314 | ||||||||||||
Diluted |
104,220 | 105,769 | 103,866 | 108,153 | ||||||||||||
Reconciliation of the denominator used to calculate basic earnings per share and diluted earnings per share: |
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Weighted-average shares outstanding |
102,217 | 104,186 | 102,074 | 106,314 | ||||||||||||
Dilutive effect of warrants |
— | — | 1 | 200 | ||||||||||||
Dilutive effect of performance-based stock units, restricted stock units & stock options |
2,003 | 1,583 | 1,791 | 1,639 | ||||||||||||
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Diluted shares |
104,220 | 105,769 | 103,866 | 108,153 | ||||||||||||
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TTM TECHNOLOGIES, INC.
Selected Unaudited Financial Information
(In thousands, except per share data)
SELECTED BALANCE SHEET DATA |
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January 2, 2023 | January 3, 2022 | |||||||
Cash and cash equivalents, including restricted cash |
$ | 402,749 | $ | 537,678 | ||||
Accounts and notes receivable, net |
473,225 | 386,347 | ||||||
Receivable from sale of SH E-MS Property |
69,240 | — | ||||||
Contract assets |
335,788 | 324,862 | ||||||
Inventories |
170,639 | 127,612 | ||||||
Total current assets |
1,493,056 | 1,407,413 | ||||||
Property, plant and equipment, net |
724,204 | 665,755 | ||||||
Operating lease right of use asset |
18,862 | 20,802 | ||||||
Other non-current assets |
1,087,482 | 931,577 | ||||||
Total assets |
3,323,604 | 3,025,547 | ||||||
Short-term debt, including current portion of long-term debt |
$ | 50,000 | $ | — | ||||
Accounts payable |
361,788 | 361,484 | ||||||
Total current liabilities |
761,325 | 558,148 | ||||||
Debt, net of discount |
879,407 | 927,818 | ||||||
Total long-term liabilities |
1,026,700 | 1,011,982 | ||||||
Total equity |
1,535,579 | 1,455,417 | ||||||
Total liabilities and equity |
3,323,604 | 3,025,547 |
TTM TECHNOLOGIES, INC.
Selected Unaudited Financial Information
(In thousands, except per share data)
SUPPLEMENTAL DATA |
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Fourth Quarter | Full Year | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Gross margin |
19.7 | % | 16.3 | % | 18.4 | % | 16.5 | % | ||||||||
Operating margin |
15.8 | % | 5.5 | % | 8.4 | % | 5.6 | % |
End Market Breakdown:
Fourth Quarter | ||||||||
2022 | 2021 | |||||||
Aerospace and Defense |
40 | % | 30 | % | ||||
Automotive |
16 | % | 19 | % | ||||
Data Center Computing |
14 | % | 15 | % | ||||
Medical/Industrial/Instrumentation |
17 | % | 19 | % | ||||
Networking |
13 | % | 16 | % | ||||
Other |
0 | % | 1 | % |
Stock-based Compensation:
Fourth Quarter | ||||||||
2022 | 2021 | |||||||
Amount included in: |
||||||||
Cost of goods sold |
$ | 1,699 | $ | 1,404 | ||||
Selling and marketing |
717 | 721 | ||||||
General and administrative |
2,674 | 2,806 | ||||||
Research and development |
304 | 277 | ||||||
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Total stock-based compensation expense |
$ | 5,394 | $ | 5,208 | ||||
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Operating Segment Data:
Fourth Quarter | ||||||||
2022 | 2021 | |||||||
Net sales: |
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PCB |
$ | 605,268 | $ | 581,817 | ||||
RF&S Components |
11,888 | 16,324 | ||||||
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Total net sales |
$ | 617,156 | $ | 598,141 | ||||
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Operating segment income: |
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PCB |
$ | 79,573 | $ | 70,731 | ||||
RF&S Components |
5,122 | 6,906 | ||||||
Corporate & Other1 |
24,523 | (34,168 | ) | |||||
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Total operating segment income |
109,218 | 43,469 | ||||||
Amortization of definite-lived intangibles |
(11,658 | ) | (10,401 | ) | ||||
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Total operating income |
97,560 | 33,068 | ||||||
Total other expense |
(14,466 | ) | (12,444 | ) | ||||
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Income before income taxes |
$ | 83,094 | $ | 20,624 | ||||
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TTM TECHNOLOGIES, INC.
Selected Unaudited Financial Information
(In thousands, except per share data)
RECONCILIATIONS2 |
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Fourth Quarter | Full Year | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
Non-GAAP gross profit reconciliation3: |
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GAAP gross profit |
$ | 121,402 | $ | 97,322 | $ | 457,965 | $ | 372,011 | ||||||||
Add back item: |
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Amortization of definite-lived intangibles |
1,383 | 1,490 | 5,534 | 5,641 | ||||||||||||
Accelerated depreciation |
— | — | 124 | — | ||||||||||||
Stock-based compensation |
1,699 | 1,404 | 5,846 | 4,714 | ||||||||||||
Unrealized (gain) loss on commodity hedge |
(2,407 | ) | (362 | ) | 1,785 | (297 | ) | |||||||||
Purchase accounting related inventory markup |
79 | — | 327 | — | ||||||||||||
Restructuring and other charges |
— | 7 | — | 261 | ||||||||||||
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Non-GAAP gross profit |
$ | 122,156 | $ | 99,861 | $ | 471,581 | $ | 382,330 | ||||||||
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Non-GAAP gross margin |
19.8 | % | 16.7 | % | 18.9 | % | 17.0 | % | ||||||||
Non-GAAP operating income reconciliation4: |
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GAAP operating income |
$ | 97,560 | $ | 33,068 | $ | 210,408 | $ | 125,991 | ||||||||
Add back items: |
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Amortization of definite-lived intangibles |
11,658 | 10,401 | 42,631 | 41,389 | ||||||||||||
Accelerated depreciation |
— | — | 124 | — | ||||||||||||
Stock-based compensation |
5,394 | 5,208 | 19,525 | 17,711 | ||||||||||||
Gain on sale of assets |
(55,979 | ) | — | (55,979 | ) | (421 | ) | |||||||||
Unrealized (gain) loss on commodity hedge |
(2,407 | ) | (362 | ) | 1,785 | (297 | ) | |||||||||
Purchase accounting related inventory markup |
79 | — | 327 | — | ||||||||||||
Restructuring, acquisition-related and other charges |
3,261 | 800 | 16,066 | 5,350 | ||||||||||||
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Non-GAAP operating income |
$ | 59,566 | $ | 49,115 | $ | 234,887 | $ | 189,723 | ||||||||
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Non-GAAP operating margin |
9.7 | % | 8.2 | % | 9.4 | % | 8.4 | % | ||||||||
Non-GAAP net income and EPS reconciliation5: |
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GAAP net income |
$ | 6,017 | $ | 8,387 | $ | 94,583 | $ | 54,414 | ||||||||
Add back items: |
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Amortization of definite-lived intangibles |
11,658 | 10,401 | 42,631 | 41,389 | ||||||||||||
Accelerated depreciation |
— | — | 124 | — | ||||||||||||
Stock-based compensation |
5,394 | 5,208 | 19,525 | 17,711 | ||||||||||||
Non-cash interest expense |
543 | 496 | 2,152 | 2,109 | ||||||||||||
Gain on sale of assets |
(55,979 | ) | — | (56,806 | ) | (991 | ) | |||||||||
Change in fair value of warrant liabilities |
— | (373 | ) | (99 | ) | (4,241 | ) | |||||||||
Loss on extinguishment of debt |
— | — | — | 15,217 | ||||||||||||
Unrealized (gain) loss on commodity hedge |
(2,407 | ) | (362 | ) | 1,785 | (297 | ) | |||||||||
Purchase accounting related inventory markup |
79 | — | 327 | — | ||||||||||||
Restructuring, acquisition-related and other charges |
3,261 | 800 | 16,066 | 5,350 | ||||||||||||
Income taxes6 |
74,131 | 11,636 | 60,895 | 7,373 | ||||||||||||
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Non-GAAP net income |
$ | 42,697 | $ | 36,193 | $ | 181,183 | $ | 138,034 | ||||||||
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Non-GAAP earnings per diluted share |
$ | 0.41 | $ | 0.34 | $ | 1.74 | $ | 1.28 | ||||||||
Non-GAAP diluted number of shares: |
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GAAP diluted number of shares |
104,220 | 105,769 | 103,866 | 108,153 | ||||||||||||
Dilutive effect of performance-based stock units, restricted stock units & stock options |
— | — | — | — | ||||||||||||
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Non-GAAP diluted number of shares |
104,220 | 105,769 | 103,866 | 108,153 | ||||||||||||
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Adjusted EBITDA reconciliation7: |
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GAAP net income |
$ | 6,017 | $ | 8,387 | $ | 94,583 | $ | 54,414 | ||||||||
Add back items: |
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Income tax provision |
77,077 | 12,237 | 88,280 | 15,639 | ||||||||||||
Interest expense |
12,506 | 11,860 | 45,517 | 45,475 | ||||||||||||
Amortization of definite-lived intangibles |
11,658 | 10,401 | 42,631 | 41,389 | ||||||||||||
Depreciation expense |
23,970 | 22,231 | 91,276 | 85,942 | ||||||||||||
Stock-based compensation |
5,394 | 5,208 | 19,525 | 17,711 | ||||||||||||
Gain on sale of assets |
(55,979 | ) | — | (56,806 | ) | (991 | ) | |||||||||
Change in fair value of warrant liabilities |
— | (373 | ) | (99 | ) | (4,241 | ) | |||||||||
Loss on extinguishment of debt |
— | — | — | 15,217 | ||||||||||||
Unrealized (gain) loss on commodity hedge |
(2,407 | ) | (362 | ) | 1,785 | (297 | ) | |||||||||
Purchase accounting related inventory markup |
79 | — | 327 | — | ||||||||||||
Restructuring, acquisition-related and other charges |
3,261 | 800 | 16,066 | 5,350 | ||||||||||||
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Adjusted EBITDA |
$ | 81,576 | $ | 70,389 | $ | 343,085 | $ | 275,608 | ||||||||
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Adjusted EBITDA margin |
13.2 | % | 11.8 | % | 13.8 | % | 12.3 | % | ||||||||
Free cash flow reconciliation: |
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Operating cash flow |
$ | 77,559 | $ | 62,369 | $ | 272,873 | $ | 176,632 | ||||||||
Capital expenditures, net |
(20,779 | ) | (19,455 | ) | (96,874 | ) | (80,524 | ) | ||||||||
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Free cash flow |
$ | 56,780 | $ | 42,914 | $ | 175,999 | $ | 96,108 | ||||||||
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TTM TECHNOLOGIES, INC.
Selected Unaudited Financial Information
(In thousands, except per share data)
1 | Other represents results from the now closed Shenzhen and Shanghai E-MS facilities, which also includes the gain on sale of property occupied by our former Shanghai E-MS entity of $51,804. |
2 | This information provides a reconciliation of non-GAAP gross profit, non-GAAP operating income, non-GAAP net income, non-GAAP EPS, and adjusted EBITDA to the financial information in our consolidated condensed statements of operations. |
3 | Non-GAAP gross profit and gross margin measures exclude amortization of intangibles, accelerated depreciation, stock-based compensation expense, unrealized (gain) loss on commodity hedge, purchase accounting related inventory markup, restructuring and other charges. |
4 | Non-GAAP operating income and operating margin measures exclude amortization of intangibles, accelerated depreciation, stock-based compensation expense, gain on sale of assets, unrealized (gain) loss on commodity hedge, purchase accounting related inventory markup, restructuring, acquisition-related costs, and other charges. |
5 | This information provides non-GAAP net income and non-GAAP EPS, which are non-GAAP financial measures. Management believes that both measures — which add back amortization of intangibles, accelerated depreciation, stock-based compensation expense, non-cash interest expense on debt (before consideration of capitalized interest), gain on sale of assets, change in fair value of warrant liabilities, loss on extinguishment of debt, unrealized (gain) loss on commodity hedge, purchase accounting related inventory markup, restructuring, acquisition-related costs, and other charges as well as the associated tax impact of these charges and discrete tax items — provide additional useful information to investors regarding the Company’s ongoing financial condition and results of operations. |
6 | Income tax adjustments reflect the difference between income taxes based on a non-GAAP tax rate and a forecasted annual GAAP tax rate. In addition, the non-GAAP rate in the fourth quarter of 2022 excludes the tax impact of $51,748 related to an increase in the U.S. valuation allowance. |
7 | Adjusted EBITDA is defined as earnings before interest expense, income taxes, depreciation, amortization of intangibles, stock-based compensation expense, gain on sale of assets, change in fair value of warrant liabilities, loss on extinguishment of debt, unrealized (gain) loss on commodity hedge, purchase accounting related inventory markup, restructuring, acquisition-related costs, and other charges. We present adjusted EBITDA to enhance the understanding of our operating results, and it is a key measure we use to evaluate our operations. In addition, we provide our adjusted EBITDA because we believe that investors and securities analysts will find adjusted EBITDA to be a useful measure for evaluating our operating performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet our future debt service, capital expenditures, and working capital requirements. However, adjusted EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to net income as a measure of operating results in accordance with accounting principles generally accepted in the United States of America. |
Exhibit 99.2
TTM Technologies, Inc. Announces Consolidation of Manufacturing Footprint
Streamlined Operations Enables Greater Customer Focus and Lowers Cost Structure
Santa Ana, CA – February 8, 2023 - TTM Technologies, Inc. (NASDAQ: TTMI), a leading global manufacturer of technology solutions including engineered systems, radio frequency (“RF”) components and RF microwave/microelectronic assemblies and printed circuit boards (“PCB”s), today announced that it plans to close three manufacturing facilities in order to improve total plant utilization, operational performance, customer focus and profitability.
TTM intends to close PCB manufacturing operations in Anaheim and Santa Clara, California, and Hong Kong and to consolidate the business from these impacted sites into TTM’s remaining facilities. The plant closures are expected to improve both facility and talent utilization across our footprint resulting in improved profitability. TTM expects to continue to support impacted customers at its remaining manufacturing sites.
“Although demand for our Aerospace & Defense business remains very strong, current macro-economic conditions are causing a softening of demand for our commercial business. This has necessitated the need for us to streamline our manufacturing operations,” said Tom Edman, President and CEO of TTM Technologies. “We expect the action plans that we are announcing today will allow us to better serve our customers with more focused operations as well as a lower cost structure. We will be working with our customers to transfer their business to other facilities in our footprint,” continued Mr. Edman.
“These are extremely difficult decisions, and we realize these actions will likely have a significant impact on the lives of our dedicated employees at the Anaheim, Santa Clara, and Hong Kong locations. We will work with our employees to assist them through this transition,” concluded Mr. Edman.
TTM expects to close these three sites over the course of this year and, where appropriate, transfer employees to other facilities nearby. For those employees who do not transfer, TTM plans to offer long notice periods, severance compensation, and extended medical coverage. The company expects a total reduction of approximately 750 employees, which is approximately 5% of the global workforce in conjunction with the consolidation and resulting plant closures.
The company expects to record between $22 and $28 million in separation, asset impairment and disposal costs related to this restructuring, primarily between now and the end of 2023. Approximately 80% of these costs are expected to be in the form of cash expenditures and the rest in the form of non-cash charges. Today’s actions are expected to yield an annual operating profit increase of approximately $22 to $27 million after the facilities are closed and the transferred business is fully assimilated within our remaining footprint.
Fourth Quarter and Fiscal 2022 Investor Call and Webcast
TTM is hosting its previously announced fourth quarter and fiscal year 2022 earnings call and webcast at 4:30 pm ET today, February 8th. During the call, the company will also discuss the streamlining of its manufacturing operations. Access to the conference call is available by clicking on the registration link TTM Technologies, Inc. fourth quarter fiscal year 2022 conference call. Registering participants will receive dial in information and a unique PIN to join the call. Participants can register at any time up to the start of the conference call. The webcast will be available on the company’s website, www.ttm.com, and a replay will be accessible for a limited time following the events.
For more information, please contact:
TTM Technologies, Inc.
TTM Investors
Sameer Desai,
Vice President, Corporate Development & Investor Relations
sameer.desai@ttmtech.com
+1 714-327-3050
Press Inquiries
Winnie Ng
Vice President, Corporate Marketing
TTM Technologies, Inc.
+852 2660 4287 / +1 714 327 3000
winnie.ng@ttm.com
About TTM
TTM Technologies, Inc. is a leading global manufacturer of technology solutions including engineered systems, RF components and RF microwave/microelectronic assemblies and quick-turn and technologically advanced PCBs. TTM stands for time-to-market, representing how TTM’s time-critical, one-stop manufacturing services enable customers to shorten the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com.
Forward-Looking Statements
This release contains forward-looking statements that relate to future events or performance. TTM cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect TTM’s current expectations, and TTM does not undertake to update or revise these forward looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other TTM statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond TTM’s control, which could cause actual results to differ materially from the forward-looking statements. For a description of additional factors that may cause TTM’s actual results, performance or expectations to differ from any forward-looking statements, please review the information set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of TTM’s public reports filed with the SEC.