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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 5, 2025
TTM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-31285 | 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 |
Name of each exchange |
||
| Common Stock, $0.001 par value | TTMI | Nasdaq Global Select Market |
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 5, 2025, TTM Technologies, Inc. (the “Registrant”) issued a press release announcing results for its fourth quarter and fiscal year 2024, which ended on December 30, 2024, and guidance for its first quarter of fiscal year 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As previously announced, the Registrant will host a conference call on Wednesday, February 5, 2025, at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time to discuss the results for its fourth quarter and fiscal year 2024 and the outlook for its first quarter of fiscal year 2025. Access to the conference call is available by registering at https://register.vevent.com/register/BI6ac53520f4144344890d421d59b5f931. 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 https://edge.media-server.com/mmc/p/rkmqama9/.
As provided in General Instruction B.2 to Form 8-K, 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, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit |
Description |
|
| 99.1 | Press release regarding earnings results, dated February 5, 2025 | |
| 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 5, 2025 | /s/ Daniel J. Weber |
|||||
| By: | Daniel J. Weber | |||||
| Executive Vice President, Chief Legal Officer & Secretary | ||||||
EXHIBIT 99.1
| Contact: Sameer Desai, Vice President, Corporate Development & Investor Relations Sameer.desai@ttmtech.com 714-327-3050 |
TTM Technologies, Inc. Reports Fourth Quarter and Fiscal Year 2024 Results
Santa Ana, CA – February 5, 2025– TTM Technologies, Inc. (NASDAQ: TTMI) (“TTM”), a leading global manufacturer of technology solutions including mission systems, radio frequency (“RF”) components and RF microwave/microelectronic assemblies and quick-turn and technologically advanced printed circuit boards (“PCB”s) today reported results for the fourth quarter and fiscal 2024, which ended on December 30, 2024.
Fourth Quarter 2024 Highlights
| • | Net sales were $651.0 million |
| • | GAAP net income of $5.2 million, or $0.05 per diluted share, inclusive of a $14.1 million pre-tax, non-operational, foreign exchange gain |
| • | Non-GAAP net income was $62.8 million, or $0.60 per diluted share, inclusive of a $14.1 million pre-tax, non-operational, foreign exchange gain |
| • | Cash flow from operations was $86.1 million, or 13.2% of sales |
| • | Book to bill of 1.09 for the fourth quarter |
| • | A&D program backlog a record $1.56 billion |
| • | Data Center Computing revenues a record 22% of total company revenues |
Fourth Quarter 2024 GAAP Financial Results
Net sales for the fourth quarter of 2024 were $651.0 million, compared to $569.0 million in the fourth quarter of 2023.
GAAP operating income for the fourth quarter of 2024 was $9.0 million, inclusive of a $32.6 million goodwill impairment charge related to the RF&S Components segment compared to GAAP operating income for the fourth quarter of 2023 of $34.6 million.
GAAP net income for the fourth quarter of 2024 was $5.2 million, or $0.05 per diluted share, inclusive of a $32.6 million goodwill impairment charge related to the RF&S Components segment, compared to GAAP net income for the fourth quarter of 2023 of $17.3 million, or $0.17 per diluted share. GAAP net income for the fourth quarter of 2024 included a $14.1 million pre-tax foreign exchange gain, compared to a $7.0 million pre-tax foreign exchange loss in the fourth quarter of 2023.
Fourth Quarter 2024 Non-GAAP Financial Results
On a non-GAAP basis, net income for the fourth quarter of 2024 was $62.8 million, or $0.60 per diluted share. This compares to non-GAAP net income of $43.0 million, or $0.41 per diluted share, for the fourth quarter of 2023. Non-GAAP net income for the fourth quarter of 2024 included a $14.1 million pre-tax foreign exchange gain, compared to a $7.0 million pre-tax foreign exchange loss in the fourth quarter of 2023.
Adjusted EBITDA in the fourth quarter of 2024 was $108.7 million, or 16.7% of sales compared to adjusted EBITDA of $80.9 million, or 14.2% of sales for the fourth quarter of 2023. Adjusted EBITDA for the fourth quarter of 2024 included a $14.1 million foreign exchange gain, compared to a $7.0 million foreign exchange loss in the fourth quarter of 2023.
“We delivered a solid quarter with revenues and non-GAAP EPS above the high end of the guided range. Revenues reflected the fourth consecutive quarter of year on year growth due to demand strength in our Aerospace and Defense, Data Center Computing and Networking end markets, the latter two being driven by generative AI,” said Tom Edman, CEO of TTM. “Operating margins were double digit for the second consecutive quarter and reflected continued solid execution. In addition, cash flow from operations was a healthy 13.2% of revenues enabling the company to maintain a solid balance sheet with a net leverage ratio of 1.2x,” concluded Mr. Edman.
| Contact: Sameer Desai, Vice President, Corporate Development & Investor Relations Sameer.desai@ttmtech.com 714-327-3050 |
Full Year 2024 Results
Net sales for 2024 increased to $2.4 billion from $2.2 billion in 2023, a 9.4% increase.
GAAP operating income for 2024 was $116.0 million, inclusive of a $32.6 million goodwill impairment charge related to the RF&S Components segment. This compares to a GAAP operating income for 2023 of $42.3 million, inclusive of a $44.1 million goodwill impairment charge related to the RF&S Components segment.
GAAP net income for 2024 was $56.3 million, or $0.54 per diluted share, inclusive of a $32.6 million goodwill impairment charge related to the RF&S Components segment. This compares to a GAAP net loss for 2023 of $18.7 million, or ($0.18) per diluted share, inclusive of a $44.1 million goodwill impairment charge related to the RF&S Components segment.
On a non-GAAP basis, net income for 2024 was $178.4 million, or $1.71 per diluted share. This compares to 2023 non-GAAP net income of $139.5 million, or $1.33 per diluted share.
Adjusted EBITDA for 2024 was $352.5 million, or 14.4% of net sales, compared to $298.2 million, or 13.4% of net sales, for 2023.
“Our employees delivered outstanding results in 2024 for TTM. Revenue growth of 9.4% was driven by generative AI in the Data Center Computing market and continued strength in the Aerospace and Defense market. Revenue fall through, favorable product mix, and improved execution helped to grow margins and non-GAAP EPS year on year,” continued Edman. “We continue to execute on our strategic priorities by growing Aerospace and Defense revenues 12% year on year, opening a new manufacturing facility in Penang, Malaysia supporting customer supply chain resiliency needs and starting construction on a new ultra-HDI manufacturing facility in Syracuse, New York. Finally, in 2024, we generated $236.9 million in operating cash flow which enabled us to strengthen our balance sheet, refinance our Term Loan, and return $34.5 million of capital to our shareholders through our stock buy back program.”
Business Outlook
For the first quarter of 2025, TTM estimates that revenues will be in the range of $600 million to $640 million, and non-GAAP net income will be in the range of $0.37 to $0.43 per diluted share.
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 including but not limited to unrealized foreign exchange translation, 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 has not been provided because the Company is unable to provide such reconciliation without unreasonable effort. For the same reasons, TTM is unable to address the probable significance of the information.
| Contact: Sameer Desai, Vice President, Corporate Development & Investor Relations Sameer.desai@ttmtech.com 714-327-3050 |
Live Webcast/Conference Call
TTM will host a conference call and webcast to discuss fourth quarter and fiscal year 2024 results and the first quarter 2025 outlook on Wednesday, February 5, 2025, 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 and fiscal year 2024 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 simulcast on the company’s website, and can be accessed by clicking on the link TTM Technologies Inc. fourth quarter and fiscal year 2024 webcast. The webcast will remain accessible for one week following the live event.
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 TTM Technologies Inc. fourth quarter and fiscal year 2024 webcast.
About TTM
TTM Technologies, Inc. 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”s). 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. The company’s actual results when disclosed in its Form 10-Q 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, 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
To supplement our consolidated condensed financial statements presented on a GAAP basis, 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.
| Contact: Sameer Desai, Vice President, Corporate Development & Investor Relations Sameer.desai@ttmtech.com 714-327-3050 |
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 reconciliations below 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.
- Tables Follow -
TTM TECHNOLOGIES, INC.
Selected Unaudited Financial Information
(In thousands, except per share data)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
| Fourth Quarter | Full Year | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net sales |
$ | 650,965 | $ | 569,039 | $ | 2,442,753 | $ | 2,232,567 | ||||||||
| Cost of goods sold |
524,424 | 453,671 | 1,965,378 | 1,819,299 | ||||||||||||
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| Gross profit |
126,541 | 115,368 | 477,375 | 413,268 | ||||||||||||
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| Operating expenses: |
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| Selling and marketing |
19,977 | 18,677 | 80,030 | 76,922 | ||||||||||||
| General and administrative |
45,266 | 37,802 | 170,107 | 149,631 | ||||||||||||
| Research and development |
7,923 | 7,590 | 31,845 | 27,272 | ||||||||||||
| Amortization of definite-lived intangibles |
6,914 | 11,430 | 35,550 | 48,675 | ||||||||||||
| Impairment of goodwill |
32,600 | — | 32,600 | 44,100 | ||||||||||||
| Restructuring charges |
4,833 | 5,291 | 11,200 | 24,352 | ||||||||||||
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| Total operating expenses |
117,513 | 80,790 | 361,332 | 370,952 | ||||||||||||
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| Operating income |
9,028 | 34,578 | 116,043 | 42,316 | ||||||||||||
| Interest expense |
(11,204 | ) | (13,373 | ) | (47,515 | ) | (48,124 | ) | ||||||||
| Loss on extinguishment of debt |
— | — | — | (1,154 | ) | |||||||||||
| Gain on sale of subsidiary |
— | — | — | 1,270 | ||||||||||||
| Other, net |
16,507 | (3,321 | ) | 15,421 | 5,989 | |||||||||||
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| Income before income taxes |
14,331 | 17,884 | 83,949 | 297 | ||||||||||||
| Income tax provision |
(9,161 | ) | (546 | ) | (27,650 | ) | (19,015 | ) | ||||||||
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| Net income (loss) |
$ | 5,170 | $ | 17,338 | $ | 56,299 | $ | (18,718 | ) | |||||||
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| Earnings (loss) per share: |
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| Basic |
$ | 0.05 | $ | 0.17 | $ | 0.55 | $ | (0.18 | ) | |||||||
| Diluted |
0.05 | 0.17 | 0.54 | (0.18 | ) | |||||||||||
| Weighted-average shares used in computing per share amounts: |
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| Basic |
101,981 | 102,327 | 101,781 | 102,744 | ||||||||||||
| Diluted |
104,576 | 104,302 | 104,098 | 102,744 | ||||||||||||
| Reconciliation of the denominator used to calculate basic earnings per share and diluted earnings per share: |
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| Weighted-average shares outstanding |
101,981 | 102,327 | 101,781 | 102,744 | ||||||||||||
| Dilutive effect of performance-based stock units, restricted stock units and stock options |
2,595 | 1,975 | 2,317 | — | ||||||||||||
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| Diluted shares |
104,576 | 104,302 | 104,098 | 102,744 | ||||||||||||
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SELECTED BALANCE SHEET DATA
| December 30, 2024 | January 1, 2024 | |||||||
| Cash and cash equivalents, including restricted cash |
$ | 503,932 | $ | 450,208 | ||||
| Accounts and notes receivable, net |
448,611 | 413,557 | ||||||
| Receivable from sale of SH E-MS property |
— | 6,737 | ||||||
| Contract assets |
381,382 | 292,050 | ||||||
| Inventories |
224,985 | 213,075 | ||||||
| Total current assets |
1,606,744 | 1,429,687 | ||||||
| Property, plant and equipment, net |
869,957 | 807,667 | ||||||
| Operating lease right of use asset |
78,252 | 86,286 | ||||||
| Other non-current assets |
917,541 | 1,000,023 | ||||||
| Total assets |
3,472,494 | 3,323,663 | ||||||
| Short-term debt, including current portion of long-term debt |
$ | 3,795 | $ | 3,500 | ||||
| Accounts payable |
406,221 | 334,609 | ||||||
| Total current liabilities |
809,054 | 703,984 | ||||||
| Debt, net of discount |
914,359 | 914,336 | ||||||
| Total long-term liabilities |
1,099,616 | 1,108,640 | ||||||
| Total equity |
1,563,824 | 1,511,039 | ||||||
| Total liabilities and equity |
3,472,494 | 3,323,663 | ||||||
SUPPLEMENTAL DATA
| Fourth Quarter | Full Year | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Gross margin |
19.4 | % | 20.3 | % | 19.5 | % | 18.5 | % | ||||||||
| Operating margin |
1.4 | % | 6.1 | % | 4.8 | % | 1.9 | % | ||||||||
| End Market Breakdown: |
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| Fourth Quarter | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Aerospace and Defense |
47 | % | 46 | % | ||||||||||||
| Automotive |
11 | % | 15 | % | ||||||||||||
| Data Center Computing |
22 | % | 17 | % | ||||||||||||
| Medical/Industrial/Instrumentation |
13 | % | 16 | % | ||||||||||||
| Networking |
7 | % | 6 | % | ||||||||||||
| Stock-based Compensation: |
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| Fourth Quarter | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Amount included in: |
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| Cost of goods sold |
$ | 2,653 | $ | 2,084 | ||||||||||||
| Selling and marketing |
1,054 | 878 | ||||||||||||||
| General and administrative |
4,067 | 2,891 | ||||||||||||||
| Research and development |
309 | 306 | ||||||||||||||
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| Total stock-based compensation expense |
$ | 8,083 | $ | 6,159 | ||||||||||||
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RECONCILIATIONS1
| Fourth Quarter | Full Year | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Non-GAAP gross profit reconciliation2: |
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| GAAP gross profit |
$ | 126,541 | $ | 115,368 | $ | 477,375 | $ | 413,268 | ||||||||
| Add back item: |
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| Amortization of definite-lived intangibles |
2,336 | 2,335 | 9,342 | 12,901 | ||||||||||||
| Stock-based compensation |
2,653 | 2,084 | 9,342 | 7,455 | ||||||||||||
| Unrealized loss (gain) on commodity hedge |
1,635 | (701 | ) | 370 | (1,192 | ) | ||||||||||
| Purchase accounting related inventory markup |
— | — | — | 327 | ||||||||||||
| Other charges |
— | 1,950 | 709 | 5,324 | ||||||||||||
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| Non-GAAP gross profit |
$ | 133,165 | $ | 121,036 | $ | 497,138 | $ | 438,083 | ||||||||
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| Non-GAAP gross margin |
20.5 | % | 21.3 | % | 20.4 | % | 19.6 | % | ||||||||
| Non-GAAP operating income reconciliation3: |
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| GAAP operating income |
$ | 9,028 | $ | 34,578 | $ | 116,043 | $ | 42,316 | ||||||||
| Add back items: |
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| Amortization of definite-lived intangibles |
9,250 | 13,765 | 44,892 | 61,576 | ||||||||||||
| Stock-based compensation |
8,083 | 6,159 | 29,780 | 22,887 | ||||||||||||
| Gain on sale of property, plant and equipment |
(1,249 | ) | — | (15,669 | ) | (195 | ) | |||||||||
| Unrealized loss (gain) on commodity hedge |
1,635 | (701 | ) | 370 | (1,192 | ) | ||||||||||
| Purchase accounting related inventory markup |
— | — | — | 327 | ||||||||||||
| Impairment, restructuring, acquisition-related and other charges |
39,018 | 7,241 | 58,324 | 72,654 | ||||||||||||
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| Non-GAAP operating income |
$ | 65,765 | $ | 61,042 | $ | 233,740 | $ | 198,373 | ||||||||
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| Non-GAAP operating margin |
10.1 | % | 10.7 | % | 9.6 | % | 8.9 | % | ||||||||
| Non-GAAP net income and EPS reconciliation4: |
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| GAAP net income (loss) |
$ | 5,170 | $ | 17,338 | $ | 56,299 | $ | (18,718 | ) | |||||||
| Add back items: |
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| Amortization of definite-lived intangibles |
9,250 | 13,765 | 44,892 | 61,576 | ||||||||||||
| Stock-based compensation |
8,083 | 6,159 | 29,780 | 22,887 | ||||||||||||
| Non-cash interest expense |
525 | 478 | 2,042 | 2,204 | ||||||||||||
| Gain on sale of property, plant and equipment |
(1,249 | ) | — | (15,669 | ) | (195 | ) | |||||||||
| Loss on extinguishment of debt |
— | — | — | 1,154 | ||||||||||||
| Gain on sale of subsidiary |
— | — | — | (1,270 | ) | |||||||||||
| Unrealized loss (gain) on commodity hedge |
1,635 | (701 | ) | 370 | (1,192 | ) | ||||||||||
| Purchase accounting related inventory markup |
— | — | — | 327 | ||||||||||||
| Impairment, restructuring, acquisition-related and other charges |
39,018 | 7,241 | 58,324 | 72,654 | ||||||||||||
| Income taxes5 |
375 | (1,314 | ) | 2,352 | 113 | |||||||||||
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| Non-GAAP net income |
$ | 62,807 | $ | 42,966 | $ | 178,390 | $ | 139,540 | ||||||||
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| Non-GAAP earnings per diluted share |
$ | 0.60 | $ | 0.41 | $ | 1.71 | $ | 1.33 | ||||||||
| Non-GAAP diluted number of shares: |
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| GAAP diluted number of shares |
104,576 | 104,302 | 104,098 | 102,744 | ||||||||||||
| Dilutive effect of performance-based stock units, restricted stock units and stock options |
— | — | — | 1,851 | ||||||||||||
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| Non-GAAP diluted number of shares |
104,576 | 104,302 | 104,098 | 104,595 | ||||||||||||
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| Adjusted EBITDA reconciliation6: |
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| GAAP net income (loss) |
$ | 5,170 | $ | 17,338 | $ | 56,299 | $ | (18,718 | ) | |||||||
| Add back items: |
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| Income tax provision |
9,161 | 546 | 27,650 | 19,015 | ||||||||||||
| Interest expense |
11,204 | 13,373 | 47,515 | 48,124 | ||||||||||||
| Amortization of definite-lived intangibles |
9,250 | 13,765 | 44,892 | 61,576 | ||||||||||||
| Depreciation expense |
26,524 | 25,095 | 105,233 | 99,155 | ||||||||||||
| Stock-based compensation |
8,083 | 6,159 | 29,780 | 22,887 | ||||||||||||
| Gain on sale of property, plant and equipment |
(1,249 | ) | — | (15,669 | ) | (195 | ) | |||||||||
| Loss on extinguishment of debt |
— | — | — | 1,154 | ||||||||||||
| Gain on sale of subsidiary |
— | — | — | (1,270 | ) | |||||||||||
| Unrealized loss (gain) on commodity hedge |
1,635 | (701 | ) | 370 | (1,192 | ) | ||||||||||
| Purchase accounting related inventory markup |
— | — | — | 327 | ||||||||||||
| Impairment, restructuring, acquisition-related and other charges |
38,966 | 5,291 | 56,439 | 67,330 | ||||||||||||
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| Adjusted EBITDA |
$ | 108,744 | $ | 80,866 | $ | 352,509 | $ | 298,193 | ||||||||
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| Adjusted EBITDA margin |
16.7 | % | 14.2 | % | 14.4 | % | 13.4 | % | ||||||||
| Free cash flow reconciliation: |
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| Operating cash flow |
$ | 86,054 | $ | 47,470 | $ | 236,894 | $ | 187,284 | ||||||||
| Capital expenditures, net |
(52,761 | ) | (45,954 | ) | (152,871 | ) | (159,737 | ) | ||||||||
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| Free cash flow |
$ | 33,293 | $ | 1,516 | $ | 84,023 | $ | 27,547 | ||||||||
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| 1 | 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. |
| 2 | Non-GAAP gross profit and gross margin measures exclude amortization of intangibles, stock-based compensation expense, unrealized loss (gain) on commodity hedge, purchase accounting related inventory markup, and other charges. |
| 3 | Non-GAAP operating income and operating margin measures exclude amortization of intangibles, stock-based compensation expense, gain on sale of property, plant, and equipment, unrealized loss (gain) on commodity hedge, purchase accounting related inventory markup, impairment, restructuring, acquisition-related costs, and other charges. |
| 4 | 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, stock-based compensation expense, non-cash interest expense on debt (before consideration of capitalized interest), gain on sale of property, plant, and equipment, loss on extinguishment of debt, gain on sale of subsidiary, unrealized loss (gain) on commodity hedge, purchase accounting related inventory markup, impairment, 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. |
| 5 | Income tax adjustments reflect the difference between income taxes based on a non-GAAP tax rate and a forecasted annual GAAP tax rate. |
| 6 | Adjusted EBITDA is defined as earnings before income taxes, interest expense, amortization of intangibles, depreciation, stock-based compensation expense, gain on sale of property, plant and equipment, loss on extinguishment of debt, gain on sale of subsidiary, unrealized loss (gain) on commodity hedge, purchase accounting related inventory markup, impairment, 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. |
TTM TECHNOLOGIES, INC.
Revised Historical Non-GAAP Financial Information
(In thousands, except per share data)
REVISED HISTORICAL RECONCILIATIONS1
| Q1 2023 | Q2 2023 | Q3 2023 | Q4 2023 | Full Year 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Full Year 2024 | |||||||||||||||||||||||||||||||
| Non-GAAP net income and EPS reconciliation2: |
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| GAAP net income (loss) |
$ | (5,814 | ) | $ | 6,824 | $ | (37,066 | ) | $ | 17,338 | $ | (18,718 | ) | $ | 10,466 | $ | 26,352 | $ | 14,311 | $ | 5,170 | $ | 56,299 | |||||||||||||||||
| Add back items: |
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| Amortization of definite-lived intangibles |
27,772 | 6,275 | 13,764 | 13,765 | 61,576 | 13,765 | 12,591 | 9,286 | 9,250 | 44,892 | ||||||||||||||||||||||||||||||
| Stock-based compensation |
5,240 | 5,121 | 6,367 | 6,159 | 22,887 | 6,787 | 6,580 | 8,330 | 8,083 | 29,780 | ||||||||||||||||||||||||||||||
| Non-cash interest expense |
727 | 497 | 502 | 478 | 2,204 | 518 | 506 | 493 | 525 | 2,042 | ||||||||||||||||||||||||||||||
| Gain on sale of property, plant and equipment |
(173 | ) | (22 | ) | — | — | (195 | ) | — | (14,420 | ) | — | (1,249 | ) | (15,669 | ) | ||||||||||||||||||||||||
| Loss on extinguishment of debt |
— | 1,154 | — | — | 1,154 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| (Gain) loss on sale of subsidiary |
(1,339 | ) | 69 | — | — | (1,270 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||
| Unrealized (gain) loss on commodity hedge |
(2,128 | ) | 867 | 770 | (701 | ) | (1,192 | ) | (752 | ) | (434 | ) | (79 | ) | 1,635 | 370 | ||||||||||||||||||||||||
| Purchase accounting related inventory markup |
163 | 164 | — | — | 327 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Impairment, restructuring, acquisition-related and other charges |
5,944 | 12,277 | 47,192 | 7,241 | 72,654 | 3,738 | 11,308 | 4,260 | 39,018 | 58,324 | ||||||||||||||||||||||||||||||
| Income taxes3 |
(11,744 | ) | (182 | ) | 13,353 | (1,314 | ) | 113 | (1,735 | ) | (2,352 | ) | 6,064 | 375 | 2,352 | |||||||||||||||||||||||||
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| Non-GAAP net income - AS REPORTED |
$ | 18,648 | $ | 33,044 | $ | 44,882 | $ | 42,966 | $ | 139,540 | $ | 32,787 | $ | 40,131 | $ | 42,665 | $ | 62,807 | $ | 178,390 | ||||||||||||||||||||
| Adjust for unrealized foreign exchange: |
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| Unrealized (gain) loss on foreign exchange |
(2,419 | ) | (2,216 | ) | 570 | 5,026 | 961 | (4,277 | ) | 79 | 16,207 | (13,048 | ) | (1,039 | ) | |||||||||||||||||||||||||
| Income taxes3 |
411 | 377 | (178 | ) | (724 | ) | (114 | ) | 599 | (11 | ) | (2,089 | ) | 1,630 | 129 | |||||||||||||||||||||||||
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| Non-GAAP net income - AS ADJUSTED |
$ | 16,640 | $ | 31,205 | $ | 45,274 | $ | 47,268 | $ | 140,387 | $ | 29,109 | $ | 40,199 | $ | 56,783 | $ | 51,389 | $ | 177,480 | ||||||||||||||||||||
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| Non-GAAP earnings per diluted share - AS REPORTED |
$ | 0.18 | $ | 0.32 | $ | 0.43 | $ | 0.41 | $ | 1.33 | $ | 0.31 | $ | 0.39 | $ | 0.41 | $ | 0.60 | $ | 1.71 | ||||||||||||||||||||
| Impact from unrealized (gain) loss on foreign exchange (after tax) |
(0.02 | ) | (0.02 | ) | 0.00 | 0.04 | 0.01 | (0.04 | ) | 0.00 | 0.14 | (0.11 | ) | (0.01 | ) | |||||||||||||||||||||||||
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| Non-GAAP earnings per diluted share - AS ADJUSTED |
$ | 0.16 | $ | 0.30 | $ | 0.43 | $ | 0.45 | $ | 1.34 | $ | 0.28 | $ | 0.39 | $ | 0.55 | $ | 0.49 | $ | 1.70 | ||||||||||||||||||||
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| Non-GAAP diluted number of shares: |
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| GAAP diluted number of shares |
102,381 | 104,820 | 103,510 | 104,302 | 102,744 | 104,098 | 103,889 | 103,828 | 104,576 | 104,098 | ||||||||||||||||||||||||||||||
| Dilutive effect of performance-based stock units, restricted stock units and stock options |
1,949 | — | 1,419 | — | 1,851 | — | — | — | — | — | ||||||||||||||||||||||||||||||
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| Non-GAAP diluted number of shares |
104,330 | 104,820 | 104,929 | 104,302 | 104,595 | 104,098 | 103,889 | 103,828 | 104,576 | 104,098 | ||||||||||||||||||||||||||||||
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| Adjusted EBITDA reconciliation4: |
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| GAAP net income (loss) |
$ | (5,814 | ) | $ | 6,824 | $ | (37,066 | ) | $ | 17,338 | $ | (18,718 | ) | $ | 10,466 | $ | 26,352 | $ | 14,311 | $ | 5,170 | $ | 56,299 | |||||||||||||||||
| Add back items: |
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| Income tax provision (benefit) |
(7,924 | ) | 6,586 | 19,807 | 546 | 19,015 | 3,603 | 4,180 | 10,706 | 9,161 | 27,650 | |||||||||||||||||||||||||||||
| Interest expense |
12,807 | 11,843 | 10,101 | 13,373 | 48,124 | 12,324 | 12,219 | 11,768 | 11,204 | 47,515 | ||||||||||||||||||||||||||||||
| Amortization of definite-lived intangibles |
27,772 | 6,275 | 13,764 | 13,765 | 61,576 | 13,765 | 12,591 | 9,286 | 9,250 | 44,892 | ||||||||||||||||||||||||||||||
| Depreciation expense |
25,253 | 24,937 | 23,870 | 25,095 | 99,155 | 24,696 | 26,184 | 27,829 | 26,524 | 105,233 | ||||||||||||||||||||||||||||||
| Stock-based compensation |
5,240 | 5,121 | 6,367 | 6,159 | 22,887 | 6,787 | 6,580 | 8,330 | 8,083 | 29,780 | ||||||||||||||||||||||||||||||
| Gain on sale of property, plant and equipment |
(173 | ) | (22 | ) | — | — | (195 | ) | — | (14,420 | ) | — | (1,249 | ) | (15,669 | ) | ||||||||||||||||||||||||
| Loss on extinguishment of debt |
— | 1,154 | — | — | 1,154 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| (Gain) loss on sale of subsidiary |
(1,339 | ) | 69 | — | — | (1,270 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||
| Unrealized (gain) loss on commodity hedge |
(2,128 | ) | 867 | 770 | (701 | ) | (1,192 | ) | (752 | ) | (434 | ) | (79 | ) | 1,635 | 370 | ||||||||||||||||||||||||
| Purchase accounting related inventory markup |
163 | 164 | — | — | 327 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Impairment, restructuring, acquisition-related and other charges |
4,668 | 10,904 | 46,467 | 5,291 | 67,330 | 3,900 | 11,308 | 2,265 | 38,966 | 56,439 | ||||||||||||||||||||||||||||||
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| Adjusted EBITDA - AS REPORTED |
$ | 58,525 | $ | 74,722 | $ | 84,080 | $ | 80,866 | $ | 298,193 | $ | 74,789 | $ | 84,560 | $ | 84,416 | $ | 108,744 | $ | 352,509 | ||||||||||||||||||||
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| Adjusted EBITDA margin - AS REPORTED |
10.7 | % | 13.7 | % | 14.7 | % | 14.2 | % | 13.4 | % | 13.1 | % | 14.0 | % | 13.7 | % | 16.7 | % | 14.4 | % | ||||||||||||||||||||
| Adjust for unrealized foreign exchange: |
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| Unrealized (gain) loss on foreign exchange |
(2,419 | ) | (2,216 | ) | 570 | 5,026 | 961 | (4,277 | ) | 79 | 16,207 | (13,048 | ) | (1,039 | ) | |||||||||||||||||||||||||
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| Adjusted EBITDA - AS ADJUSTED |
$ | 56,106 | $ | 72,506 | $ | 84,650 | $ | 85,892 | $ | 299,154 | $ | 70,512 | $ | 84,639 | $ | 100,623 | $ | 95,696 | $ | 351,470 | ||||||||||||||||||||
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| Adjusted EBITDA margin - AS ADJUSTED |
10.3 | % | 13.3 | % | 14.8 | % | 15.1 | % | 13.4 | % | 12.4 | % | 14.0 | % | 16.3 | % | 14.7 | % | 14.4 | % | ||||||||||||||||||||
| 1 | This information provides revised reconciliations of non-GAAP net income, non-GAAP EPS, and adjusted EBITDA to the financial information in our consolidated condensed statements of operations. TTM has determined that it is appropriate to exclude the impact of unrealized foreign exchange gains/losses from its non-GAAP measures of adjusted EBITDA, non-GAAP net income, and non-GAAP EPS. We believe the exclusion of these non-cash, non-operational, impacts from our non-GAAP financial measures will provide a more transparent and consistent measure of our core operating performance across reporting periods. Therefore, this schedule provides revised reconciliations to these non-GAAP measures which exclude the respective unrealized foreign exchange gains/losses for fiscal years 2023 and 2024 and each quarterly reporting period therein. Going forward, we intend to begin making this adjustment in our earnings releases to exclude the impact of unrealized foreign exchange gains/losses from our non-GAAP financial measures, commencing with the first quarter of 2025. The “AS REPORTED” lines reflect the respective non-GAAP measure as it was originally reported. The “AS ADJUSTED” lines reflect the results of the adjustments to exclude unrealized foreign exchange (gain) loss from all periods presented. The first and second quarters and full year of fiscal year 2023 have also been recast to reclassify certain amounts between “Gain on sale of property, plant and equipment” and “Impairment, restructuring, acquisition-related and other charges” in order to align with the current classifications of these respective amounts for comparative purposes. |
| 2 | 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, stock-based compensation expense, non-cash interest expense on debt (before consideration of capitalized interest), gain on sale of property, plant and equipment, loss on extinguishment of debt, gain (loss) on sale of subsidiary, unrealized (gain) loss on commodity hedge, purchase accounting related inventory markup, impairment, 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. The “AS REPORTED” lines reflect the respective non-GAAP measure as it was originally reported. The “AS ADJUSTED” lines reflect the results of the adjustments to exclude unrealized foreign exchange (gain) loss from all periods presented. |
| 3 | Income tax adjustments reflect the difference between income taxes based on a non-GAAP tax rate and a forecasted annual GAAP tax rate. |
| 4 | Adjusted EBITDA is defined as earnings before income taxes, interest expense, amortization of intangibles, depreciation, stock-based compensation expense, gain on sale of property, plant and equipment, loss on extinguishment of debt, (gain) loss on sale of subsidiary, unrealized (gain) loss on commodity hedge, purchase accounting related inventory markup, impairment, 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. The “AS REPORTED” lines reflect the respective non-GAAP measure as it was originally reported. The “AS ADJUSTED” lines reflect the results of the adjustments to exclude unrealized foreign exchange (gain) loss from all periods presented. |