What changed in this filing

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Item 1. Financial Statements

2022-05-11 compared with 2021-11-02 · 170 added, 410 removed, 396 unchanged (59% of the section changed)

2 unchanged sentences

Consolidated Condensed Balance Sheets

As of September 27, 2021 and December 28, 2020

September 27,

As of April 4, 2022 and January 3, 2022

(In thousands, except par value)

24 unchanged sentences

108,383 and 108,194

shares issued as of September 27, 2021 and December 28, 2020, respectively;

105,692 and 106,770 shares outstanding as of September 27, 2021 and

December 28, 2020, respectively

shares issued as of April 4, 2022 and January 3, 2022, respectively;

101,387 and 103,533 shares outstanding as of April 4, 2022 and

January 3, 2022, respectively

Treasury stock – common stock at cost;

2,473 shares as of September 27, 2021

6,996 and 4,661 shares as of April 4, 2022

and January 3, 2022, respectively

Additional paid-in capital

6 unchanged sentences

Consolidated Condensed Statements of Operations

For the Quarter and Three Quarters Ended September 27, 2021 and September 28, 2020

For the Quarters Ended April 4, 2022 and March 29, 2021

Quarter Ended

Three Quarters Ended

September 27,

September 28,

September 27,

September 28,

(In thousands, except per share data)

5 unchanged sentences

Amortization of definite-lived intangibles

Impairment of goodwill

Total operating expenses

Operating income (loss)

Operating income

Other (expense) income:

2 unchanged sentences

Total other expense, net

Income (loss) from continuing operations before income taxes

Income tax (provision) benefit

Net income (loss) from continuing operations

Income from discontinued operations, net of income taxes

Income (loss) before income taxes

Income tax benefit

Net income (loss)

Earnings (loss) per share:

Basic earnings (loss) per share from continuing operations

Basic earnings per share from discontinued operations

Basic earnings (loss) per share

Diluted earnings (loss) per share from continuing operations

Diluted earnings per share from discontinued operations

Diluted earnings (loss) per share

2 unchanged sentences

Consolidated Condensed Statements of Comprehensive Income (Loss)

For the Quarter and Three Quarters Ended September 27, 2021 and September 28, 2020

For the Quarters Ended April 4, 2022 and March 29, 2021

Quarter Ended

Three Quarters Ended

September 27,

September 28,

September 27,

September 28,

(In thousands)

Net income (loss)

Other comprehensive income (loss), net of tax:

Pension obligation adjustments, net

Reclassification adjustment for foreign currency translation

Derecognition of foreign currency translation adjustments

due to sale of Mobility business unit

Other comprehensive income, net of tax:

Foreign currency translation adjustments, net

Derecognition of unrealized losses on cash flow hedge

due to sale of Mobility business unit

Net unrealized gain (loss) on cash flow hedges:

Net unrealized gain on cash flow hedges:

Unrealized gain (loss) on effective cash flow hedges during

1 unchanged sentence

Loss realized in the statement of operations, net

Other comprehensive income (loss), net of tax

Other comprehensive income, net of tax

Comprehensive income (loss), net of tax

2 unchanged sentences

Consolidated Condensed Statements of Stockholders’ Equity

For the Three Quarters Ended September 27, 2021

For the Quarters Ended April 4, 2022 and March 29, 2021

Treasury Stock

1 unchanged sentence

Stockholders'

(Loss) Income

(In thousands)

Balance, December 28, 2020

Balance, January 3, 2022

Other comprehensive income

4 unchanged sentences

restricted stock units

Fair value of warrants

reclassified to

warrant liabilities

Issuance of common stock

from warrant exercises

Stock-based compensation

Balance, March 29, 2021

Other comprehensive income

Issuance of common stock

for restricted stock units

Repurchases of common stock

Issuance of stock

from warrant exercises

Stock-based compensation

Balance, June 28, 2021

Other comprehensive income

Issuance of common stock for

restricted stock units

Repurchases of common stock

Fair value of warrants

4 unchanged sentences

Stock-based compensation

Balance, September 27, 2021

See accompanying notes to consolidated condensed financial statements.

TTM TECHNOLOGIES, INC.

Consolidated Condensed Statements of Stockholders’ Equity

For the Three Quarters Ended September 28, 2020

Balance, April 4, 2022

Comprehensive

Stockholders'

(In thousands)

(Loss) Income

Balance, December 28, 2020

Other comprehensive loss

Other comprehensive income

Issuance of common stock for

3 unchanged sentences

restricted stock units

Fair value of warrants

reclassified to

warrant liabilities

Issuance of common stock

from warrant exercises

Stock-based compensation

Balance, March 29, 2021

Other comprehensive loss

Issuance of common stock for

restricted stock units

Stock-based compensation

Balance, June 29, 2020

Other comprehensive income

Exercise of stock options

Issuance of common stock for

restricted stock units

Stock-based compensation

Balance, September 28, 2020

See accompanying notes to consolidated condensed financial statements.

1 unchanged sentence

Consolidated Condensed Statements of Cash Flows

For the Three Quarters Ended September 27, 2021 and September 28, 2020

Three Quarters Ended

September 27, 2021

September 28, 2020

For the Quarters Ended April 4, 2022 and March 29, 2021

Quarter Ended

April 4, 2022

March 29, 2021

(In thousands)

Cash flows from operating activities:

Net income (loss)

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

5 unchanged sentences

Stock-based compensation

Impairment of goodwill

Gain on sale of the Mobility business unit

Changes in operating assets and liabilities:

8 unchanged sentences

Cash flows from investing activities:

Proceeds from sale of the Mobility business unit, net of cash disposed

Purchase of property, plant and equipment and other assets

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

Net cash (used in) provided by investing activities

Net cash used in investing activities

Cash flows from financing activities:

Repurchases of common stock

Cash used to settle warrants

Proceeds from long-term debt borrowing

1 unchanged sentence

Payment of debt issuance costs

Proceeds from exercise of stock options

Repurchases of common stock

Cash used to settle warrants

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

Effect of foreign currency exchange rates on cash and cash equivalents

Net increase in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

3 unchanged sentences

Cash paid, net for income taxes

Net cash provided by operating activities from discontinued operations

Net cash provided by investing activities from discontinued operations

Net cash used in financing activities from discontinued operations

Supplemental disclosure of noncash investing and financing activities:

1 unchanged sentence

Issuance of common stock for warrant settlement

Repurchases of common stock recorded in accounts payable

See accompanying notes to consolidated condensed financial statements.

4 unchanged sentences

TTM Technologies, Inc.

(the Company or TTM) is a leading global printed circuit board (PCB) manufacturer, focusing on quick-turn and volume production of technologically advanced PCBs and backplane assemblies as well as a global designer and manufacturer of high-frequency radio frequency (RF) and microwave components and assemblies.

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.

8 unchanged sentences

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 to the coronavirus (COVID-19) global pandemic, the global economy and financial markets have been volatile, have contributed to disruptions in global supply chains and labor shortages, and there is a significant amount of uncertainty about the length and severity of the consequences caused by the on-going pandemic.

Due, in part, to the on-going coronavirus (COVID-19) global pandemic, the global economy and financial markets have been volatile, and the pandemic has contributed to disruptions in global supply chains and labor shortages and high inflation, and there is a significant amount of uncertainty about the length and severity of the consequences caused by the ongoing pandemic.

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.

1 unchanged sentence

The Company uses a 52/53 week fiscal calendar with the fourth quarter ending on the Monday nearest December 31.

Fiscal 2021 ending on January 3, 2022 will be a 53-week year with the additional week included in the fourth quarter.

Fiscal 2020 was a 52-week year.

On January 19, 2020, the Company entered into a definitive equity interests purchase agreement with AKMMeadville Electronics (Xiamen) Co., Ltd (the Purchaser) for the sale that was completed on April 17, 2020 of the following now former Company subsidiaries:

Shanghai Kaiser Electronics Co., Ltd.

(SKE), Shanghai Meadville Electronics Co., Ltd.

(SME), Shanghai Meadville Science & Technology Co., Ltd.

(SP) and Guangzhou Meadville Electronics Co., Ltd.

(GME) (collectively, the Mobility business unit).

For all periods presented in the consolidated condensed statements of operations, all sales, costs, expenses, income taxes and gain on sale attributable to the Mobility business unit have been aggregated under the caption “Income from discontinued operations, net of income taxes”.

Refer to Note 2, Discontinued Operations , for additional information.

Unless otherwise noted, amounts and disclosures throughout these notes to consolidated condensed financial statements relate to continuing operations.

These consolidated condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position, the results of operations and cash flows of the Company for the periods presented.

The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

Reclassifications

The Company currently has two reportable segments:

PCB and RF and Specialty Components (RF&S Components).

On April 29, 2020, the Company announced the restructuring of its E-M Solutions business unit.

In prior periods, the Company’s E-M Solutions business unit consisted of three Chinese manufacturing facilities with two being in Shanghai (SH BPA and SH E-MS) and one in Shenzhen (SZ).

The Company closed the SH E-MS and SZ facilities at the end of 2020 and integrated the SH BPA facility into its PCB operations.

As of March 29, 2021, E-M Solutions no longer met the criteria for segment reporting.

As a result of the restructuring of the E-M Solutions business unit, certain prior year amounts have been reclassified to conform to this new presentation.

Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

The guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

In October 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers , as if it had originated the contracts.

Prior to this ASU, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date.

The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted.

The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application).

The Company early adopted ASU 2021-08 on April 4, 2022 and any impact on the condensed consolidated financial statements will be dependent on the magnitude and nature of future acquired entities.

Recently Issued Accounting Standards Not Yet Adopted

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance , which provides guidance on disclosures for transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy.

The guidance is effective for annual periods beginning after December 15, 2021.

Early adoption is permitted.

The Company adopted this ASU as of December 29, 2020 and it did not have a material impact on its consolidated condensed financial statements and related disclosures.

(2) Discontinued Operations

On January 19, 2020, the Company entered into a definitive equity interests purchase agreement for the sale of the Company’s Mobility business unit.

The sale was completed on April 17, 2020 for a base purchase price of $ 550,000 , subject to customary purchase price adjustments.

The base purchase price did not include certain accounts receivable of the divested business, which were estimated to total approximately $ 95,000 .

After the price adjustments, the final purchase price was $ 569,246 , which did not include approximately $ 83,000 accounts receivable of the divested business.

On April 18, 2020, the Company entered into a Transition Services Agreement (TSA) with the Purchaser pursuant to which the Purchaser is receiving certain services (the Services) to enable it to operate the Mobility business unit after the closing of the sale of the Mobility business unit.

The Services include finance and accounting, human resources, legal and compliance, sales, information technology, and other corporate support services.

Under the TSA, the Services are being provided at cost for a period of up to 24 months.

In addition, the Company entered into a Manufacturing Supply Agreement with the Purchaser pursuant to which the Purchaser will supply products to a few customers of the Company.

There was no material impact on the Company’s consolidated condensed financial statements.

Further, on June 29, 2020, the Company entered into a Sales Force Agreement with the Purchaser pursuant to which the Company’s sales representatives assist the Purchaser in selling PCBs manufactured by the Purchaser to certain customers for a commission for a period up to April 17, 2021.

There was no material impact on the Company’s consolidated condensed financial statements.

As the sale of the Company’s Mobility business unit represented a strategic shift that had a major effect on the Company’s operations and financial results, in accordance with the provisions of FASB authoritative guidance on the presentation of financial statements, Mobility business unit results are classified as discontinued operations in the consolidated condensed statements of operations for all periods presented.

The following table summarizes the results of Mobility operations for the quarter and three quarters ended September 28, 2020 prior to sale:

Quarter Ended

Three Quarters Ended

September 28,

(In thousands, except per share data)

Cost of goods sold

Operating expenses:

Selling and marketing

General and administrative

Research and development

Amortization of definite-lived intangibles

Total operating expenses

Operating income

Other (expense) income:

Interest expense

Gain on sale of the Mobility business unit

Total other income, net

Income from discontinued operations

before income taxes

Income tax benefit (provision)

Income from discontinued operations,

net of income taxes

Earnings per share from discontinued operations:

Basic earnings per share

Diluted earnings per share

There was no depreciation expense related to the discontinued operations for the quarter ended September 28, 2020.

Depreciation expense related to the discontinued operations for the three quarters ended September 28, 2020 was $ 21,382 .

During the quarter and three quarters ended September 28, 2020, the Company’s income tax expense related to the discontinued operations was impacted by a net discrete tax benefit of $ 20,021 and a net discrete tax expense of $ 46,686 , respectively.

As a result of the sale of the Mobility business unit, the discrete income tax benefit during the quarter ended September 28, 2020 is due to recognition of additional Internal Revenue Code (IRC) Section 250 deduction and foreign tax credit benefits.

The net income tax expense for the three quarters ended September 28, 2020 is related mainly to (i) China withholding tax related to gain on sale, (ii) U.S.

income tax related to Global Intangible Low Taxed Income (GILTI) inclusion net of IRC Section 250 deduction and foreign tax credits, offset by (iii) release of U.S.

FIN 48 uncertain tax positions.

Proceeds from the sale of the Company’s Mobility business unit have been presented in the consolidated condensed statements of cash flows within net cash provided by investing activities from discontinued operations.

The following is a reconciliation of the final gain recorded for the sale of the Company’s Mobility business unit ( in thousands ):

Net proceeds from the sale of the Mobility business unit (1)

Mobility business unit assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Contract assets

Prepaid expenses and other current assets

Property, plant and equipment, net

Definite-lived intangibles, net

Deposits and other non-current assets

Total Mobility business unit assets

Mobility business unit liabilities:

Accounts payable

Accrued salaries, wages and benefits

Other current liabilities

Other long-term liabilities

Total Mobility business unit liabilities

Derecognition of foreign currency translation adjustments and unrealized losses

on cash flow hedges recorded in accumulated other comprehensive loss

Other transaction costs incurred as part of the sale of the Mobility business unit (2)

Gain on sale of the Mobility business unit before income taxes

Net proceeds from the sale of the Mobility business unit are net of customary purchase price adjustments.

Costs directly incurred as a result of the sale of the Company’s Mobility business unit, including bank fees, legal fees, professional fees, and other costs.

The Company leases some of its manufacturing and assembly plants, sales offices and equipment under non-cancellable operating leases that expire at various dates through 2049 and a manufacturing plant under a finance lease.

The Company does not anticipate the adoption will have a material impact on the consolidated financial statements and related disclosures.

(2) Share Repurchase Program

On February 3, 2021, the Company’s Board of Directors authorized and approved a share repurchase program.

Under the program, the Company may repurchase up to $ 100,000 in value of the Company’s outstanding shares of common stock from time to time through February 3, 2023 .

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 (the Exchange Act) which sets certain restrictions on the method, timing, price, and volume of open market stock repurchases.

In addition, the Company adopted a trading plan, which may be amended from time to time, 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 are 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 April 4, 2022, the Company repurchased 2,373 shares of common stock for a total cost of $ 30,232 (including commissions).

As of April 4, 2022, the remaining amount available to be repurchased under the Company’s share repurchase program was $ 5,184 .

Subsequent to April 4, 2022, the Company repurchased 374 shares of common stock for a total cost of $ 5,192 (including commissions) and there are no amounts available for repurchase as of May 4, 2022.

The Company leases some of its manufacturing and assembly plants, sales offices and equipment under non-cancellable operating leases and finance leases that expire at various dates through 2049 .

The majority of the Company’s lease arrangements are comprised of fixed payments, and certain leases consist of variable payments based on equipment usage.

7 unchanged sentences

Quarter Ended

Three Quarters Ended

September 27, 2021

September 28, 2020

September 27, 2021

September 28, 2020

April 4, 2022

March 29, 2021

(In thousands)

2 unchanged sentences

Short-term lease cost

Finance lease costs:

Amortization of right-of-use assets

Interest on lease liabilities

Supplemental cash flow information related to leases was as follows:

Three Quarters Ended

September 27, 2021

September 28, 2020

Quarter Ended

April 4, 2022

March 29, 2021

(In thousands)

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Operating cash flows for operating leases

Right-of-use assets obtained in exchange for new lease obligations:

Operating leases

Finance lease

Supplemental balance sheet information related to leases was as follows:

Balance Sheet Location

September 27, 2021

December 28, 2020

April 4, 2022

January 3, 2022

(In thousands)

1 unchanged sentence

Operating lease right-of-use assets

Finance lease

Finance leases

Property, plant and equipment, net

2 unchanged sentences

Other current liabilities

Finance lease

Finance leases

Other current liabilities

1 unchanged sentence

Operating lease liabilities

Finance lease

Finance leases

Other long-term liabilities

Total lease liabilities

September 27, 2021

December 28, 2020

April 4, 2022

January 3, 2022

Weighted average remaining lease term (years):

Operating leases

Finance lease

Finance leases

Weighted average discount rate:

Operating leases

Finance lease

Maturities of the Company’s lease liabilities were as follows (1) :

Finance leases

Maturities of lease liabilities were as follows:

(In thousands)

3 unchanged sentences

Excludes $ 851 of legally binding minimum lease payments for leases signed but not yet commenced.

As of September 27, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations for long-term contracts was $ 11,008 .

As of April 4, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations for long-term contracts was $ 11,877 .

The Company expects to recognize revenue on approximately 48 % of the remaining performance obligations for the Company’s long-term contracts over the next twelve months .

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 three quarters ended September 27, 2021, and 98 % and 2 %, respectively, of the Company’s revenue for the quarter and three quarters ended September 28, 2020.

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 ended April 4, 2022, and 98 % and 2 %, respectively, of the Company’s revenue for the quarter ended March 29, 2021.

The following tables represent a disaggregation of revenue by principal end markets with the reportable segments:

Quarter Ended September 27, 2021

Quarter Ended September 28, 2020

RF&S Components

Quarter Ended April 4, 2022

RF&S Components

1 unchanged sentence

Aerospace and Defense

Cellular Phone

Data Center Computing

1 unchanged sentence

Networking/Communications

Three Quarters Ended September 27, 2021

Three Quarters Ended September 28, 2020

RF&S Components

Quarter Ended March 29, 2021

RF&S Components

1 unchanged sentence

Aerospace and Defense

Cellular Phone

Data Center Computing

1 unchanged sentence

Networking/Communications

Other represents results from the now closed SH E-MS and SZ facilities.

Beginning in the first quarter of 2021, the Computing/Storage/Peripherals end market was renamed to Data Center Computing to better reflect the customer mix and growth prospects.

There was no change to the customers included in this end market.

Other represents results from the now closed Shanghai (SH E-MS) and Shenzhen (SZ) facilities previously utilized by the Company’s former E-M Solutions business unit.

(5) Composition of Certain Consolidated Condensed Financial Statement Captions

September 27, 2021

December 28, 2020

April 4, 2022

January 3, 2022

(In thousands)

10 unchanged sentences

Other current liabilities:

Sales returns and allowances

Sales return and allowances

Income taxes payable

Derivative liabilities

Operating lease

Restructuring

Derivative liabilities

Finance leases

Other long-term liabilities:

Deferred income taxes

Finance leases

Defined benefit pension plan liability

Derivative liabilities

Finance lease

As of September 27, 2021 and December 28, 2020, goodwill by reportable segment was as follows:

As of April 4, 2022 and January 3, 2022, goodwill by reportable segment was as follows:

RF&S Components

(In thousands)

Balance as of September 27, 2021 and December 28, 2020

Balance as of January 3, 2022 and April 4, 2022

Accumulated impairment losses

(7) Definite-lived Intangibles

As of September 27, 2021 and December 28, 2020, the components of definite-lived intangibles were as follows:

As of April 4, 2022 and January 3, 2022, the components of definite-lived intangibles were as follows:

(In thousands)

September 27, 2021

April 4, 2022

Customer relationships

December 28, 2020

January 3, 2022

Customer relationships

Definite-lived intangibles are amortized using the straight-line method of amortization over the useful life.

Amortization expense was $ 9,658 and $ 11,510 for the quarters ended September 27, 2021 and September 28, 2020, respectively, and $ 30,988 and $ 33,400 for the three quarters ended September 27, 2021 and September 28, 2020, respectively.

For both the quarter and three quarters ended September 27, 2021 and September 28, 2020, $ 1,384 and $ 4,151 , respectively, of amortization expense is included in cost of goods sold.

Amortization expense was $ 9,658 and $ 10,905 for the quarters ended April 4, 2022 and March 29, 2021, respectively.

For both the quarters ended April 4, 2022 and March 29, 2021, $ 1,384 of amortization expense is included in cost of goods sold.

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

2 unchanged sentences

(8) Long-term Debt and Letters of Credit

The following table summarizes the long-term debt of the Company as of September 27, 2021 and December 28, 2020:

The following table summarizes the long-term debt of the Company as of April 4, 2022 and January 3, 2022:

Interest Rate as of

September 27, 2021

April 4, 2022

Interest Rate as of

December 28, 2020

January 3, 2022

(In thousands)

1 unchanged sentence

Term Loan due September 2024

Senior Notes due October 2025

ABL Revolving Loan due June 2024

Asia ABL Revolving Loan due June 2024

4 unchanged sentences

Long-term debt, less current maturities

Pursuant to the Term Loan Credit Agreement, the Company may reinvest the cash proceeds received from the sale of the Mobility business unit for a period of twelve months commencing September 3, 2020.

If the proceeds are not reinvested during that

time , the Company is required to use the proceeds to prepay the Term Loan.

The Company used a portion of the cash proceeds to repay $ 400,000 of the Term Loan during the year ended December 28, 2020 and used the remaining cash proceeds for reinvestment pursuant to the Term Loan Credit Agreement .

Permitted investments, as defined in the Term Loan Credit Agreement, include extensions of trade credit in the ordinary course of business, investments in cash and cash equivalents, permitted acquisitions, investments in assets useful in the business of the Company and its restricted subsidiaries, investments in joint ventures and unrestricted subsidiaries among others .

Senior Notes due 2029

On March 10, 2021, the Company issued $ 500,000 of Senior Notes due 2029, which are included in long-term debt and bear interest at a rate of 4.0 % per annum.

Interest is payable semiannually in arrears on March 1 and September 1 of each year beginning September 1, 2021.

The Senior Notes due 2029 will mature on March 1, 2029 .

The Company used a portion of the net proceeds from the issuance of the Senior Notes due 2029 during the quarter ended March 29, 2021 to:

(i) fund the early retirement of $ 375,000 Senior Notes due 2025, (ii) fund the repayment of $ 40,000 outstanding under the U.S.

Asset-Based Lending Credit Agreement (U.S.

ABL) Revolving credit facility (but not terminate the commitments thereunder), and (iii) pay related premiums, fees and expenses.

The Company has and intends to use the remaining net proceeds for general corporate purposes.

Asset-Based Lending Agreements

As of September 27, 2021, letters of credit in the amount of $ 12,346 were outstanding under the U.S.

ABL and $ 2,606 were outstanding under the Asia Asset-Based Lending Credit Agreement (Asia ABL) with various expiration dates through September 2021 .

Available borrowing capacity under the U.S.

ABL and the Asia ABL was $ 137,654 and $ 117,394 , respectively, which considers letters of credit outstanding as of September 27, 2021.

Debt Covenants

Borrowings under the Term Loan and Senior Notes due 2029 are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and share payments.

Borrowings under the Senior Notes due 2029 and Term Loan Facility are subject to certain affirmative and negative covenants, including limitations on indebtedness, corporate transactions, investments, dispositions, and share payments.

Under the occurrence of certain events, the U.S.

ABL and Asia ABL (collectively, the ABL Revolving Loans), are subject to various financial covenants, including leverage and fixed charge coverage ratios.

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 and Debt Discount

As of September 27 , 2021 and December 28, 2020, remaining unamortized debt discount and debt issuance costs for the Senior Notes due 2029, Term Loan Facility and Senior Notes due 2025 are as follows:

As of September 27, 2021

As of December 28, 2020

As of April 4 , 2022 and January 3, 2022, remaining unamortized debt discount and debt issuance costs for the Senior Notes due 2029 and Term Loan Facility are as follows:

As of April 4, 2022

As of January 3, 2022

Issuance Costs

5 unchanged sentences

Term Loan due September 2024

Senior Notes due October 2025

The above debt discount and debt issuance costs 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 $ 1,496 and $ 1,919 as of September 27 , 2021 and December 28, 2020, respectively, are included in 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 September 27 , 2021 , the remaining weighted average amortization period for all unamortized debt discount and debt issuance costs was 5.5 years.

Remaining unamortized debt issuance costs for the ABL Revolving Loans of $ 1,214 and $ 1,355 as of April 4 , 2022 and January 3, 2022, respectively, are included in 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 April 4 , 2022 , the remaining weighted average amortization period for all unamortized debt discount and debt issuance costs was 5.1 years.

Loss on Extinguishment of Debt

During the three quarters ended September 27, 2021, the Company recognized losses of $ 15,217 associated with the premium paid on extinguishment of debt and the write-off of the remaining unamortized debt issuance costs as a result of the repayment of the remaining outstanding balance of the Senior Notes due 2025.

During the quarter ended March 29, 2021, the Company recognized losses of $ 15,217 associated with the premium paid on extinguishment of debt and the write-off of the remaining unamortized debt issuance costs as a result of the repayment of the remaining outstanding balance of the Senior Notes due 2025.

(9) Income Taxes

2 unchanged sentences

Additionally, 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 three quarters ended September 27, 2021, the Company’s effective tax rate was impacted by a net discrete expense of $ 1,157 and a net tax benefit of $ 1,069 , respectively.

This is related mainly due to an increase in uncertain tax positions in the United States netted against (i) the release of uncertain tax positions due to the expiration of the statute of limitation in foreign jurisdictions, (ii) stock based compensation releases, (iii) the approval of the Company’s renewal application for High and New Tax Enterprise status for two of the Company’s manufacturing subsidiaries in China (including the impact on the respective Company’s deferred tax amounts), and (iv) the reduction in the deferred tax liability for the foreign withholding tax accrual with respect to the Company’s indefinite reinvestment policy outside of the United States.

During the quarter ended April 4, 2022, the Company’s effective tax rate was impacted by a net discrete benefit of $ 2,047 .

This is mainly related to the approval of the Company’s renewal application for High and New Tax Enterprise status for two of the Company’s manufacturing subsidiaries in China, and windfall tax benefit of the stock-based compensation releases, which are offset by accrued interest expense on existing uncertain tax positions.

The Company has various foreign subsidiaries formed or acquired to conduct or support its business outside the United States.

10 unchanged sentences

At inception, the Company designated the interest rate swap as a cash flow hedge and the fair value of the interest rate swap was zero .

As of September 27, 2021, the fair value of the interest rate swap was recorded as a liability in the amount of $ 7,372 and included as a component of other current liabilities.

The change in the fair value of the interest rate swap is recorded as a component of accumulated other comprehensive loss, net of tax.

No ineffectiveness was recognized for the quarter and three quarters ended September 27, 2021 and September 28, 2020.

The interest rate swap increased interest expense by $ 2,775 and $ 2,707 for the quarters ended September 27, 2021 and September 28, 2020, respectively, and $ 8,278 and $ 6,224 for the three quarters ended September 27, 2021 and September 28, 2020, respectively.

As of April 4, 2022, the fair value of the interest rate swap was recorded as a liability in the amount of $ 1,385 and included as a component of other current liabilities.

The change in the fair value of the interest rate swap is recorded as a component of accumulated other comprehensive loss, net of tax, in the Company’s consolidated condensed balance sheets.

No ineffectiveness was recognized for the quarters ended April 4, 2022 and March 29, 2021.

The interest rate swap increased interest expense by $ 2,706 and $ 2,740 for the quarters ended April 4, 2022 and March 29, 2021, respectively.

Foreign Exchange Contracts

The Company enters into foreign currency forward contracts to mitigate the impact of changes in foreign currency exchange rates and to reduce the volatility of purchases and other obligations generated in currencies other than its functional currencies.

The Company’s foreign subsidiaries may at times purchase forward exchange contracts to manage their foreign currency risks in relation to certain purchases of machinery denominated in foreign currencies other than the Company’s functional currencies.

The notional amount of the foreign exchange contracts as of September 27, 2021 and December 28, 2020 was approximately $ 1,245 (Japanese Yen (JPY) 132.3 million) and $ 1,181 (JPY 125.0 million), respectively.

The Company has designated certain of these foreign exchange contracts as cash flow hedges.

The notional amount of the foreign exchange contracts as of April 4, 2022 was approximately $ 1,625 (Euro (EUR) 1.4 million).

There were no foreign exchange contracts as of January 3, 2022.

Commodity Price Risk Management

5 unchanged sentences

As such, the Company enters into commodity contracts to hedge copper as a proxy for hedging laminate.

As of September 27, 2021, the Company has commodity contracts with a notional quantity of 0.5 metric tonnes each for the periods (i) beginning September 28, 2021 and ending on December 30, 2021 , (ii) beginning January 4, 2022 and ending on March 31, 2022 , and (iii) beginning April 5, 2022 and ending on June 29, 2022 , and 0.6 metric tonnes for the period beginning June 30, 2022 and ending on October 3, 2022 .

As of September 27, 2021, the fair value of the commodity contracts was recorded as a liability in the amount of $ 65 and included as a component of other current liabilities.

The changes in the fair value of these commodity contracts are recorded in cost of goods sold in the consolidated

condensed statements of operations.

The commodity contracts increased cost of goods sold by $ 164 and $ 65 for the quarter and three quarters ended September 27 , 2021 , respectively .

As of April 4, 2022, the Company has commodity contracts with a notional quantity of (i) 0.5 metric tonnes for the period beginning April 5, 2022 and ending on June 29, 2022 , (ii) 0.6 metric tonnes for the period beginning June 30, 2022 and ending on October 3, 2022 , (iii) 0.7 metric tonnes for the period beginning October 4, 2022 and ending on January 3, 2023 , and (iv) 0.7 metric tonnes for the period beginning January 1, 2023 and ending on March 31, 2023 .

As of April 4, 2022, the fair value of the commodity contracts was recorded as an asset in the amount of $ 1,699 and included as a component of prepaid expenses and other current assets.

The changes in the fair value of these commodity contracts are recorded in cost of goods sold in the consolidated condensed statements of operations.

The commodity contracts decreased cost of goods sold by $ 1,402 for the quarter ended April 4, 2022.

These commodity contracts are not designated as accounting hedges.

2 unchanged sentences

Balance Sheet Location

September 27, 2021

December 28, 2020

April 4, 2022

January 3, 2022

(In thousands)

2 unchanged sentences

Other current liabilities

Interest rate swap

Other long-term liabilities

Foreign exchange contracts

Other current liabilities

Cash flow derivative instruments not designated as hedges:

Foreign exchange contracts

Prepaid expenses and other current assets

Commodity contracts

Prepaid expenses and other current assets

Foreign exchange contracts

Other current liabilities

The following table provides information about the amounts recorded in accumulated other comprehensive loss related to derivatives designated as cash flow hedges, as well as the amounts recorded in each caption in the consolidated condensed statements of operations when derivative amounts are reclassified out of accumulated other comprehensive loss for the quarter and three quarters ended September 27, 2021 and September 28, 2020:

Quarter Ended September 27, 2021

Quarter Ended September 28, 2020

Loss Recognized

Comprehensive Loss

Loss Recognized

Comprehensive Loss

(In thousands)

Cash flow hedge:

Interest rate swap

Interest expense

Three Quarters Ended September 27, 2021

Three Quarters Ended September 28, 2020

Loss Recognized

Comprehensive Loss

Quarter Ended April 4, 2022

Quarter Ended March 29, 2021

Gain Recognized in Other Comprehensive Income

Loss Recognized

4 unchanged sentences

Interest expense

The following table provides a summary of the activity associated with the designated cash flow hedges reflected in accumulated other comprehensive loss for the three quarters ended September 27, 2021 and September 28, 2020:

Three Quarters Ended

September 27,

September 28,

The following table provides a summary of the activity associated with the designated cash flow hedges reflected in accumulated other comprehensive loss for the quarters ended April 4, 2022 and March 29, 2021:

Quarter Ended

(In thousands)

Beginning balance, net of tax

Changes in fair value loss, net of tax

Changes in fair value gain (loss), net of tax

Reclassification to earnings

Derecognition of unrealized losses on cash flow hedge

due to sale of Mobility business unit

Ending balance, net of tax

Based on the current yield curve, the Company expects that losses of approximately $ 6,022 of the accumulated other comprehensive loss will be reclassified into the statement of operations, net of tax, in the next twelve months.

Based on the current yield curve, the Company expects that losses of approximately $ 1,087 of the accumulated other comprehensive loss will be reclassified into the statement of operations, net of tax, in the next quarter since the interest rate swap arrangement is expiring on June 1, 2022.

(11) Accumulated Other Comprehensive Loss

The following provides a summary of the components of accumulated other comprehensive loss, net of tax, as of September 27, 2021 and December 28, 2020:

The following provides a summary of the components of accumulated other comprehensive loss, net of tax, as of April 4, 2022 and January 3, 2022:

(Losses) Gains

(In thousands)

Ending balance as of December 28, 2020

Other comprehensive income (loss)

Ending balance as of January 3, 2022

Other comprehensive (loss) income

before reclassifications

1 unchanged sentence

other comprehensive loss

Other comprehensive income

Ending balance as of September 27, 2021

Other comprehensive (loss) income

Ending balance as of April 4, 2022

(12) Significant Customers and Concentration of Credit Risk

5 unchanged sentences

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.

There were no customers that accounted for 10% or more of net sales for the quarter ended September 27, 2021.

For the three quarters ended September 27, 2021, one customer accounted for approximately 10 % of the Company’s net sales.

For the quarter and three quarters ended September 28, 2020, one customer accounted for approximately 13 % and 10 % of the Company’s net sales, respectively.

For the quarters ended April 4, 2022 and March 29, 2021, one customer accounted for approximately 10 % and 13 % of the Company’s net sales, respectively.

(13) Fair Value Measures

1 unchanged sentence

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 as of September 27, 2021 and December 28, 2020 were as follows:

September 27, 2021

December 28, 2020

The carrying amount and estimated fair value of the Company’s financial instruments as of April 4, 2022 and January 3, 2022 were as follows:

April 4, 2022

January 3, 2022

(In thousands)

1 unchanged sentence

Derivative liabilities, current

Derivative liabilities, non-current

Senior Notes due March 2029

Term Loan due September 2024

Senior Notes due October 2025

ABL Revolving Loans

1 unchanged sentence

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 September 27, 2021 and December 28, 2020, which are considered Level 2 inputs.

As of September 27 , 2021 and December 28 , 20 20 , the Company’s other financial instruments included cash and cash equivalents, accounts receivable, and accounts payable.

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 April 4, 2022 and January 3, 2022, which are considered Level 2 inputs.

As of April 4, 2022 and January 3, 2022, the Company’s other financial instruments included cash and cash equivalents, accounts receivable, contract assets, accounts payable, and contract liabilities.

Due to short-term maturities, the carrying amount of these instruments approximates fair value.

The Company’s cash and cash equivalents as of September 27 , 2021 consisted of $ 355,243 held in the U.S., with the remaining $ 174,573 held by foreign subsidiaries.

The Company’s cash and cash equivalents as of April 4, 2022 consisted of $ 332,757 held in the U.S., with the remaining $ 186,322 held by foreign subsidiaries.

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.

5 unchanged sentences

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 September 27, 2021 and December 28, 2020.

The Company has accrued amounts for its loss contingencies which are probable and estimable as of April 4, 2022 and January 3, 2022.

However, these amounts are not material to the consolidated condensed financial statements of the Company.

(15) Earnings Per Share

The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share from continuing operations for the quarter and three quarters ended September 27, 2021 and September 28, 2020:

(15) Earnings (Loss) Per Share

The following is a reconciliation of the numerator and denominator used to calculate basic earnings (loss) per share and diluted earnings (loss) per share for the quarters ended April 4, 2022 and March 29, 2021:

Quarter Ended

Three Quarters Ended

September 27, 2021

September 28, 2020

September 27, 2021

September 28, 2020

April 4, 2022

March 29, 2021

(In thousands, except per share amounts)

Net income (loss) from continuing operations

Net income (loss)

Basic weighted average shares

4 unchanged sentences

Earnings (loss) per share:

Performance-based restricted stock units (PRUs), restricted stock units (RSUs), and stock options to purchase 997 and 866 shares of common stock for the quarter and three quarters ended September 27, 2021, respectively, were not included in the computation of diluted earnings per share.

The PRUs were not included in the computation of diluted earnings per share because the performance conditions had not been met at September 27, 2021, and for RSUs and stock options, the options’ exercise prices or the total expected proceeds under the treasury stock method was greater than the average market price of common stock during the applicable quarter and three quarters and, as a result, the impact would be anti-dilutive.

For the quarter and three quarters ended September 28, 2020, potential shares of common stock, consisting of stock options to purchase approximately 80 shares of common stock at exercise prices ranging from $ 11.83 to $ 16.60 per share, 3,187 RSUs, and 216 PRUs were not included in the computation of diluted earnings per share because the Company incurred a net loss and as a result, the impact would be anti-dilutive.

Outstanding warrants for the quarter ended September 27, 2021, and the quarter and three quarters ended September 28, 2020 to purchase common stock were not included in the computation of dilutive earnings per share because the strike price of the warrants to purchase the Company’s common stock was greater than the average market price of common stock during the applicable quarter, and therefore, the effect would be anti-dilutive.

Performance-based restricted stock units (PRUs), restricted stock units (RSUs), and stock options to purchase 975 shares of common stock for the quarter ended April 4, 2022 were not included in the computation of diluted earnings per share.

The PRUs were not included in the computation of diluted earnings per share because the performance conditions had not been met at April 4, 2022, and for RSUs and stock options, the options’ exercise prices or the total expected proceeds under the treasury stock method was greater than the average market price of common stock during the applicable quarter and, as a result, the impact would be anti-dilutive.

For the quarter ended March 29, 2021, potential shares of common stock, consisting of stock options to purchase approximately 60 shares of common stock at exercise prices ranging from $ 11.83 to $ 16.60 per share, 2,897 RSUs, and 289 PRUs were not included in the computation of diluted earnings per share because the Company incurred a net loss during that quarter and as a result, the impact would be anti-dilutive.

Outstanding warrants for the quarter ended March 29, 2021 to purchase common stock were not included in the computation of dilutive earnings per share because the strike price of the warrants to purchase the Company’s common stock was greater than the average market price of common shares during the applicable quarter and because the Company incurred a net loss during that quarter, and therefore, the effect would be anti-dilutive.

(16) Stock-Based Compensation

1 unchanged sentence

Quarter Ended

Three Quarters Ended

September 27,

September 28,

September 27,

September 28,

(In thousands)

5 unchanged sentences

Summary of Unrecognized Compensation Costs

The following is a summary of total unrecognized compensation costs as of September 27, 2021:

The following is a summary of total unrecognized compensation costs as of April 4, 2022:

Unrecognized Stock-Based Compensation Cost

5 unchanged sentences

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 to assess performance and to allocate resources.

On April 29, 2020, the Company announced the restructuring of its E-M Solutions business unit.

In prior periods, the Company’s E-M Solutions business unit consisted of three Chinese manufacturing facilities with two being in Shanghai (SH BPA and SH E-MS) and one in Shenzhen (SZ).

The Company closed the SH E-MS and SZ facilities at the end of 2020 and integrated the SH BPA facility into its PCB operations.

As of March 29, 2021, E-M Solutions no longer met the criteria for segment reporting.

As a result of the restructuring of the E-M Solutions business unit, certain prior year amounts have been reclassified to conform to this new presentation.

The Company, including the chief operating decision maker, evaluates segment performance based on reportable segment income, which is operating income before amortization of intangibles.

2 unchanged sentences

Quarter Ended

Three Quarters Ended

September 27, 2021

September 28, 2020

September 27, 2021

September 28, 2020

April 4, 2022

March 29, 2021

(In thousands)

4 unchanged sentences

Corporate and Other (1)

Total operating segment income (loss)

Total operating segment income

Amortization of definite-lived intangibles (2)

Total operating income (loss)

Total operating income

Total other expense

Income (loss) before income taxes

September 27, 2021

December 28, 2020

April 4, 2022

January 3, 2022

(In thousands)

4 unchanged sentences

Amortization of definite-lived intangibles primarily relates to the PCB and RF&S Components reportable segments.

For both the quarter and three quarters ended September 27, 2021 and September 28, 2020, $ 1,384 and $ 4,151 , respectively, of amortization expense is included in cost of goods sold.

For both the quarters ended April 4, 2022 and March 29, 2021, $ 1,384 of amortization expense is included in cost of goods sold.

The Corporate category primarily includes operating expenses that are not included in the segment operating performance measures.

4 unchanged sentences

Quarter Ended

Three Quarters Ended

September 27, 2021

September 28, 2020

September 27, 2021

September 28, 2020

April 4, 2022

March 29, 2021

(In thousands)

2 unchanged sentences

Net sales are attributed to countries by country invoiced.

(18) Restructuring Charges

On April 29, 2020, the Company announced the restructuring of its E-M Solutions business unit.

The E-M Solutions business unit consisted of three Chinese manufacturing facilities with two being in Shanghai (SH BPA and SH E-MS) and one in Shenzhen (SZ).

The Company ceased operations at the SH E-MS and SZ facilities while integrating the SH BPA facility into its PCB operations.

The restructuring is another step in advancing the Company’s stated strategy of increasing its focus on differentiated higher margin products that more fully leverage the Company’s early engagement capabilities and industry leading engineering-based technology solutions.

The Company closed the SH E-MS and SZ facilities at the end of 2020.

As of September 27, 2021, the Company had incurred approximately $ 19,868 of restructuring charges and $ 6,702 of accelerated depreciation expense since the April 29, 2020 announcement.

In connection with the restructuring of its E-M Solutions business unit and other global realignment restructuring efforts, the Company recognized employee separation, contract termination and other costs during the quarter and three quarters ended September 27, 2021 and September 28, 2020.

Contract termination and other costs primarily represented plant closure costs.

The table below summarizes such restructuring costs by reportable segment, which are included as a component of general and administrative expenses in the consolidated condensed statements of operations, for the quarter and three quarters ended September 27, 2021 and September 28, 2020:

Quarter Ended September 27, 2021

Three Quarters Ended September 27, 2021

(In thousands)

Reportable Segment:

Corporate and Other (1)

Quarter Ended September 28, 2020

Three Quarters Ended September 28, 2020

(In thousands)

Reportable Segment:

Corporate and Other (1)

Other represents results from the now closed SH E-MS and SZ facilities.

Accrued restructuring costs are included as a component of other current liabilities in the consolidated condensed balance sheet.

The table below shows the utilization of the accrued restructuring costs during the three quarters ended September 27, 2021:

(In thousands)

Accrued as of December 28, 2020

Charged to expense

Accrued as of September 27, 2021

(19) Share Repurchase Program

On February 3, 2021, the Company announced that its Board of Directors authorized and approved a share repurchase program.

Under the program, the Company may repurchase up to $ 100,000 in value of the Company’s outstanding shares of common stock from time to time through February 3, 2023 .

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 September 27, 2021, the Company repurchased 2,114 shares of common stock for a total cost of $ 28,971 and during the three quarters ended September 27, 2021, the Company has repurchased a total of 2,525 shares of common stock for a total cost of $ 35,116 .

As of September 27, 2021, the remaining amount available to be repurchased under the Company’s share repurchase program was $ 64,884 .

(18) Subsequent Events

On April 18, 2022 , the Company entered into a definitive share purchase agreement to purchase all of the issued and outstanding capital stock of Telephonics Corporation and ISC Farmingdale Corp.

for an aggregate purchase price of $ 330,000 in cash, subject to customary working capital and certain other adjustments.

The transaction is expected to close in the second quarter of 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements