Item 1. Financial Statements
Item 1. Financial Statements (unaudited)
TTM TECHNOLOGIES, INC.
Consolidated Condensed Balance Sheets
As of July 4, 2022 and January 3, 2022
As of
July 4,
January 3,
2022
2022
(Unaudited)
(In thousands, except par value)
ASSETS
Current assets:
Cash and cash equivalents
$
266,546
$
537,678
Accounts receivable, net
474,829
386,347
Contract assets
376,367
324,862
Inventories
209,960
127,612
Prepaid expenses and other current assets
53,181
30,914
Total current assets
1,380,883
1,407,413
Property, plant and equipment, net
748,439
665,755
Operating lease right-of-use assets
22,618
20,802
Goodwill
715,591
637,324
Definite-lived intangibles, net
311,352
239,918
Deposits and other non-current assets
35,768
54,335
Total assets
$
3,214,651
$
3,025,547
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
425,135
$
361,484
Contract liabilities
83,668
14,189
Accrued salaries, wages and benefits
100,584
89,446
Other current liabilities
112,922
93,029
Total current liabilities
722,309
558,148
Long-term debt, net of discount and issuance costs
928,605
927,818
Operating lease liabilities
15,832
15,252
Other long-term liabilities
73,825
68,912
Total long-term liabilities
1,018,262
1,011,982
Commitments and contingencies (Note 14)
Equity:
Common stock, $ 0.001 par value; 300,000 shares authorized; 109,555 and 108,194
shares issued as of July 4, 2022 and January 3, 2022, respectively;
102,185 and 103,533 shares outstanding as of July 4, 2022 and
January 3, 2022, respectively
109
108
Treasury stock – common stock at cost; 7,370 and 4,661 shares as of July 4, 2022
and January 3, 2022, respectively
( 98,659
)
( 63,807
)
Additional paid-in capital
847,214
840,113
Retained earnings
751,296
706,258
Accumulated other comprehensive loss
( 25,880
)
( 27,255
)
Total stockholders’ equity
1,474,080
1,455,417
Total liabilities and stockholders' equity
$
3,214,651
$
3,025,547
See accompanying notes to consolidated condensed financial statements.
3
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Operations
For the Quarter and Two Quarters Ended July 4, 2022 and June 28, 2021
Quarter Ended
Two Quarters Ended
July 4,
June 28,
July 4,
June 28,
2022
2021
2022
2021
(Unaudited)
(In thousands, except per share data)
Net sales
$
625,550
$
567,383
$
1,206,810
$
1,093,815
Cost of goods sold
508,477
467,473
998,814
912,305
Gross profit
117,073
99,910
207,996
181,510
Operating expenses:
Selling and marketing
17,557
14,605
35,829
30,887
General and administrative
48,806
31,193
81,760
62,720
Research and development
5,233
4,182
10,788
8,652
Amortization of definite-lived intangibles
8,275
9,042
16,549
18,563
Total operating expenses
79,871
59,022
144,926
120,822
Operating income
37,202
40,888
63,070
60,688
Other (expense) income:
Interest expense
( 10,711
)
( 11,079
)
( 22,072
)
( 22,468
)
Loss on extinguishment of debt
—
—
—
( 15,217
)
Other, net
7,638
306
9,608
2,813
Total other expense, net
( 3,073
)
( 10,773
)
( 12,464
)
( 34,872
)
Income before income taxes
34,129
30,115
50,606
25,816
Income tax provision
( 6,337
)
( 1,854
)
( 5,568
)
( 747
)
Net income
$
27,792
$
28,261
$
45,038
$
25,069
Earnings per share:
Basic earnings per share
$
0.27
$
0.26
$
0.44
$
0.23
Diluted earnings per share
$
0.27
$
0.26
$
0.43
$
0.23
See accompanying notes to consolidated condensed financial statements.
4
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Comprehensive Income
For the Quarter and Two Quarters Ended July 4, 2022 and June 28, 2021
Quarter Ended
Two Quarters Ended
July 4,
June 28,
July 4,
June 28,
2022
2021
2022
2021
(Unaudited)
(In thousands)
Net income
$
27,792
$
28,261
$
45,038
$
25,069
Other comprehensive income (loss), net of tax:
Pension obligation adjustments, net
—
29
—
29
Foreign currency translation adjustments, net
( 1,700
)
417
( 1,736
)
414
Net unrealized gain on cash flow hedges:
Unrealized (loss) gain on effective cash flow hedges during
the period, net
( 129
)
60
24
( 203
)
Loss realized in the statement of operations, net
1,053
1,932
3,087
3,984
Net
924
1,992
3,111
3,781
Other comprehensive (loss) income, net of tax
( 776
)
2,438
1,375
4,224
Comprehensive income, net of tax
$
27,016
$
30,699
$
46,413
$
29,293
See accompanying notes to consolidated condensed financial statements.
5
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Stockholders’ Equity
For the Two Quarters Ended July 4, 2022
Common Stock
Treasury Stock
Additional
Paid-In
Retained
Accumulated
Other
Comprehensive
Total
Stockholders'
Shares
Amount
Shares
Amount
Capital
Earnings
(Loss) Income
Equity
(Unaudited)
(In thousands)
Balance, January 3, 2022
108,194
$
108
( 4,661
)
$
( 63,807
)
$
840,113
$
706,258
$
( 27,255
)
$
1,455,417
Net income
—
—
—
—
—
17,246
—
17,246
Other comprehensive income
—
—
—
—
—
—
2,151
2,151
Issuance of common stock for
performance-based
restricted stock units
182
—
—
—
—
—
—
—
Issuance of common stock for
restricted stock units
7
—
—
—
—
—
—
—
Repurchases of common stock
—
—
( 2,373
)
( 30,232
)
—
—
—
( 30,232
)
Fair value of warrants
reclassified to
warrant liabilities
—
—
—
—
( 987
)
—
—
( 987
)
Issuance of stock
from warrant exercises
—
—
38
572
( 572
)
—
—
—
Stock-based compensation
—
—
—
—
4,234
—
—
4,234
Balance, April 4, 2022
108,383
$
108
( 6,996
)
$
( 93,467
)
$
842,788
$
723,504
$
( 25,104
)
$
1,447,829
Net income
—
—
—
—
—
27,792
—
27,792
Other comprehensive income
—
—
—
—
—
—
( 776
)
( 776
)
Issuance of common stock
for restricted stock units
1,172
1
—
—
( 1
)
—
—
—
Repurchases of common stock
—
—
( 374
)
( 5,192
)
—
—
—
( 5,192
)
Stock-based compensation
—
—
—
—
4,427
—
—
4,427
Balance, July 4, 2022
109,555
$
109
( 7,370
)
$
( 98,659
)
$
847,214
$
751,296
$
( 25,880
)
$
1,474,080
See accompanying notes to consolidated condensed financial statements.
6
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Stockholders’ Equity
For the Two Quarters Ended June 28, 2021
Common Stock
Treasury Stock
Additional
Paid-In
Retained
Accumulated
Other
Comprehensive
Total
Stockholders'
Shares
Amount
Shares
Amount
Capital
Earnings
(Loss) Income
Equity
Balance, December 28, 2020
106,770
$
107
—
$
—
$
830,971
$
651,844
$
( 38,913
)
$
1,444,009
Net loss
—
—
—
—
—
( 3,192
)
—
( 3,192
)
Other comprehensive income
—
—
—
—
—
—
1,786
1,786
Issuance of common stock for
performance-based
restricted stock units
135
—
—
—
—
—
—
—
Issuance of common stock for
restricted stock units
203
—
—
—
—
—
—
—
Fair value of warrants
reclassified to
warrant liabilities
—
—
—
—
( 4,345
)
—
—
( 4,345
)
Issuance of common stock
from warrant exercises
5
—
—
—
—
—
—
—
Stock-based compensation
—
—
—
—
4,209
—
—
4,209
Balance, March 29, 2021
107,113
$
107
—
$
—
$
830,835
$
648,652
$
( 37,127
)
$
1,442,467
Net income
—
—
—
—
—
28,261
—
28,261
Other comprehensive income
—
—
—
—
—
—
2,438
2,438
Issuance of common stock
for restricted stock units
947
1
—
—
( 1
)
—
—
—
Repurchases of common stock
—
—
( 411
)
( 6,145
)
—
—
—
( 6,145
)
Issuance of stock
from warrant exercises
86
—
50
745
( 745
)
—
—
—
Stock-based compensation
—
—
—
—
3,350
—
—
3,350
Balance, June 28, 2021
108,145
$
108
( 361
)
$
( 5,400
)
$
833,439
$
676,913
$
( 34,689
)
$
1,470,371
See accompanying notes to consolidated condensed financial statements.
7
TTM TECHNOLOGIES, INC.
Consolidated Condensed Statements of Cash Flows
For the Two Quarters Ended July 4, 2022 and June 28, 2021
Two Quarters Ended
July 4, 2022
June 28, 2021
(Unaudited)
(In thousands)
Cash flows from operating activities:
Net income
$
45,038
$
25,069
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment
43,289
42,717
Amortization of definite-lived intangible assets
19,316
21,330
Amortization of debt discount and issuance costs
1,069
1,074
Loss on extinguishment of debt
—
15,217
Deferred income taxes
( 322
)
1,407
Stock-based compensation
8,661
7,559
Other
( 3,655
)
( 1,514
)
Changes in operating assets and liabilities:
Accounts receivable, net
( 34,787
)
2,343
Contract assets
( 18,383
)
( 27,441
)
Inventories
( 6,091
)
( 10,704
)
Prepaid expenses and other current assets
( 18,586
)
( 13,284
)
Accounts payable
39,556
45,344
Contract liabilities
17,669
( 2,188
)
Accrued salaries, wages and benefits
585
( 9,504
)
Other current liabilities
21,949
629
Net cash provided by operating activities
115,308
98,054
Cash flows from investing activities:
Acquisition of Gritel Holding Co., Inc. and ISC Farmingdale Corp.
( 299,212
)
—
Purchase of property, plant and equipment and other assets
( 49,927
)
( 44,636
)
Proceeds from sale of property, plant and equipment and other assets
113
943
Net cash used in investing activities
( 349,026
)
( 43,693
)
Cash flows from financing activities:
Proceeds from borrowings of revolving loan
50,000
—
Repayment of revolving loan
( 50,000
)
—
Repurchases of common stock
( 35,424
)
( 6,145
)
Cash used to settle warrants
( 887
)
( 3,146
)
Proceeds from long-term debt borrowing
—
500,000
Repayment of long-term debt borrowings
—
( 425,838
)
Payment of debt issuance costs
—
( 5,776
)
Other
—
( 7,062
)
Net cash (used in) provided by financing activities
( 36,311
)
52,033
Effect of foreign currency exchange rates on cash and cash equivalents
( 1,103
)
332
Net (decrease) increase in cash and cash equivalents
( 271,132
)
106,726
Cash and cash equivalents at beginning of period
537,678
451,565
Cash and cash equivalents at end of period
$
266,546
$
558,291
Supplemental cash flow information:
Cash paid, net for interest
$
22,793
$
21,077
Cash paid, net for income taxes
2,013
2,826
Supplemental disclosure of noncash investing and financing activities:
Property, plant and equipment recorded in accounts payable
$
40,365
$
27,625
Issuance of common stock for warrant settlement
589
2,095
See accompanying notes to consolidated condensed financial statements.
8
TTM TECHNOLOGIES, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)
(Dollars and shares in thousands, except per share data)
(1) Nature of Operations and Basis of Presentation
TTM Technologies, Inc. (the Company or TTM) is a leading global manufacturer of technology solutions including engineered systems, radio frequency (RF) components and RF microwave/microelectronic assemblies, and printed circuit boards (PCB). The Company provides time-to-market and volume production of advanced technology products and offers a one-stop design, engineering, and manufacturing solution to customers. This one-stop design, engineering, and manufacturing solution allows the Company to align technology developments with the diverse needs of the Company’s customers and to enable them to reduce the time required to develop new products and bring them to market.
The Company serves a diversified customer base in various markets throughout the world, including aerospace and defense, data center computing, automotive components, medical, industrial and instrumentation related products, as well as networking/communications infrastructure products. The Company’s customers include both original equipment manufacturers (OEMs) and electronic manufacturing services (EMS) providers.
The accompanying consolidated condensed financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. It is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s most recent Annual Report on Form 10-K. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated condensed financial statements and accompanying notes. Due, in part, to the 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, 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. Actual results could differ materially from those estimates. The Company uses a 52/53 week fiscal calendar with the fourth quarter ending on the Monday nearest December 31.
Recently Adopted and Issued Accounting Standards
Recently Adopted Accounting Standards
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 did not have an impact on its consolidated condensed financial statements and related disclosures. The new guidance will be applied to the acquisition of Gritel Holding Co., Inc. (Gritel) and ISC Farmingdale Corp.
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 does not anticipate the adoption will have a material impact on the consolidated financial statements and related disclosures.
9
(2) Acquisition of Gritel and ISC Farmingdale Corp.
On June 27, 2022 , the Company completed its acquisition of all of the issued and outstanding capital stock of Gritel and ISC Farmingdale Corp. for a preliminary total consideration of $ 299,212 in cash. Telephonics Corporation is wholly-owned by Gritel, and as a result of the acquisition, became an indirect, wholly-owned subsidiary of the Company (collectively with ISC Farmingdale Corp., Telephonics).
For the quarter and two quarters ended July 4, 2022, bank fees and legal, accounting, and other professional service costs associated with the acquisition of $ 9,854 and $ 10,708 , respectively, have been expensed and recorded as general and administrative expense in the consolidated condensed financial statements. There were no bank fees or legal, accounting, or other professional service costs associated with the acquisition for the quarter and two quarters ended June 28, 2021.
Preliminary Purchase Price Allocation
The purchase price was allocated to tangible and intangible assets acquired, and liabilities assumed based on preliminary estimates of fair value at the date of the acquisition, June 27, 2022. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists.
The fair values assigned are based on reasonable methods applicable to the nature of the assets acquired and liabilities assumed. The following summarizes the preliminary estimated fair values of net assets acquired:
(In thousands)
Accounts receivable
$
53,695
Contract assets
33,122
Inventories
76,257
Prepaid expenses and other current assets
7,270
Property, plant and equipment
70,685
Operating lease right-of-use assets
3,466
Goodwill
78,267
Identifiable intangible assets
90,750
Deposits and other non-current assets
1,813
Accounts payable
( 16,026
)
Contract liabilities
( 51,810
)
Accrued salaries, wages and benefits
( 10,553
)
Other current liabilities
( 7,379
)
Operating lease liabilities
( 2,392
)
Non-current deferred tax liabilities
( 27,912
)
Other long-term liabilities
( 41
)
Total
$
299,212
Because the acquisition closed shortly prior to the end of the Company’s second fiscal quarter, the magnitude of the transaction, and the significant information to be obtained and analyzed, the Company’s fair value estimates for all of the acquired assets and liabilities are preliminary and may change during the allowable measurement period, which is up to the point the Company obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed, but in no case to exceed more than one year from the date of acquisition. Any subsequent changes to the purchase price allocation during the measurement period will be recorded in the reporting period in which the adjustment amounts are determined. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in material adjustments to goodwill.
Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company believes that the acquisition of Telephonics will strengthen the Company’s differentiated position in the Aerospace and Defense market and complement existing RF and microwave business. The Company believes that these factors support the amount of goodwill recognized as a result of the purchase price paid for Telephonics, in relation to other acquired tangible and intangible assets. The goodwill acquired in the acquisition is not deductible for income tax purposes.
The results of operations of Telephonics since the acquisition date are not material to the Company’s consolidated condensed financial statements.
10
Preliminary Pro forma Financial Information
The unaudited preliminary pro forma financial information below gives effect to this acquisition as if it had occurred at the beginning of fiscal 2021, or December 29, 2020. The preliminary pro forma financial information presented includes the effects of adjustments related to the amortization of acquired identifiable intangible assets and other non-recurring transactions costs directly associated with the acquisition such as legal, accounting and banking fees. The Company will include the full pro forma financial information and historical financial statements of Telephonics as required by SEC rules by filing an amendment to its Current Report on Form 8-K dated June 27, 2022.
The preliminary pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the acquisition occurred at the beginning of the earliest period presented, or the results that may be achieved in future periods.
Quarter Ended
Two Quarters Ended
July 4, 2022
June 28, 2021
July 4, 2022
June 28, 2021
(In thousands, except per share amounts)
Net sales
$
676,344
$
629,957
$
1,313,878
$
1,216,540
Net income
35,314
28,485
52,124
23,312
Basic earnings per share
$
0.35
$
0.27
$
0.51
$
0.22
Diluted earnings per share
$
0.34
$
0.26
$
0.50
$
0.21
(3) Leases
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. These variable payments are not included in the measurement of the right-of-use (ROU) asset or lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. Certain leases contain renewal provisions at the Company’s option. Most of the leases require the Company to pay for certain other costs such as property taxes and maintenance. Certain leases also contain rent escalation clauses (step rents) that require additional rental amounts in the later years of the term. Rent expense for leases with step rents is recognized on a straight-line basis over the minimum lease term. The lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The components of lease expense were as follows:
Quarter Ended
Two Quarters Ended
July 4, 2022
June 28, 2021
July 4, 2022
June 28, 2021
(In thousands)
Operating lease cost
$
1,792
$
1,924
$
3,676
$
4,132
Variable lease cost
208
140
454
374
Short-term lease cost
174
55
314
109
Finance lease costs:
Amortization of right-of-use assets
344
—
687
—
Interest on lease liabilities
99
—
197
—
Supplemental cash flow information related to leases was as follows:
Two Quarters Ended
July 4, 2022
June 28, 2021
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
3,654
$
4,104
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases
5,368
802
11
Supplemental balance sheet information related to leases was as follows:
As of
Balance Sheet Location
July 4, 2022
January 3, 2022
(In thousands)
Assets:
Operating leases
Operating lease right-of-use assets
$
22,618
$
20,802
Finance leases
Property, plant and equipment, net
14,072
14,759
Total lease assets
$
36,690
$
35,561
Liabilities:
Current:
Operating leases
Other current liabilities
$
7,606
$
6,362
Finance leases
Other current liabilities
706
698
Long-term:
Operating leases
Operating lease liabilities
15,832
15,252
Finance leases
Other long-term liabilities
13,959
14,317
Total lease liabilities
$
38,103
$
36,629
As of
July 4, 2022
January 3, 2022
Weighted average remaining lease term (years):
Operating leases
3.7
3.9
Finance leases
14.1
14.6
Weighted average discount rate:
Operating leases
3.00
%
2.56
%
Finance leases
2.68
%
2.68
%
Maturities of lease liabilities were as follows:
Operating
Leases (1)
Finance
Leases
(In thousands)
Less than one year
$
8,186
$
1,089
1 - 2 years
7,008
1,133
2 - 3 years
5,488
1,128
3 - 4 years
2,226
1,171
4 - 5 years
966
1,175
Thereafter
987
12,068
Total lease payments
24,861
17,764
Less imputed interest
( 1,423
)
( 3,099
)
Total
$
23,438
$
14,665
(1)
Excludes $ 884 of legally binding minimum lease payments for leases signed but not yet commenced.
12
(4) Revenues
As of July 4, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations for long-term contracts was $ 308,915 . The Company expects to recognize revenue on approximately 64 % 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 two quarters ended July 4, 2022, and 98 % and 2 %, respectively, of the Company’s revenue for the quarter and two quarters ended June 28, 2021.
The following tables represent a disaggregation of revenue by principal end markets with the reportable segments:
Quarter Ended July 4, 2022
Quarter Ended June 28, 2021
PCB
RF&S Components
Total
PCB
RF&S Components
Total
End Markets
(In thousands)
Aerospace and Defense
$
189,676
$
—
$
189,676
$
185,152
$
6
$
185,158
Automotive
111,778
—
111,778
102,893
—
102,893
Data Center Computing
106,188
20
106,208
82,230
24
82,254
Medical/Industrial/Instrumentation
131,061
2,246
133,307
104,012
1,067
105,079
Networking/Communications
69,766
15,109
84,875
75,728
11,950
87,678
Other
960
( 1,254
)
( 294
)
3,465
856
4,321
Total
$
609,429
$
16,121
$
625,550
$
553,480
$
13,903
$
567,383
Two Quarters Ended July 4, 2022
Two Quarters Ended June 28, 2021
PCB
RF&S Components
Total
PCB
RF&S Components
Other (1)
Total
End Markets
(In thousands)
Aerospace and Defense
$
361,856
$
—
$
361,856
$
371,691
$
12
$
—
$
371,703
Automotive
227,014
—
227,014
194,685
—
3,642
198,327
Data Center Computing
197,972
20
197,992
153,989
456
—
154,445
Medical/Industrial/Instrumentation
251,423
3,784
255,207
194,782
2,148
25
196,955
Networking/Communications
133,409
28,866
162,275
142,666
22,603
1
165,270
Other
3,825
( 1,359
)
2,466
6,153
1,374
( 412
)
7,115
Total
$
1,175,499
$
31,311
$
1,206,810
$
1,063,966
$
26,593
$
3,256
$
1,093,815
(1)
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.
13
(5) Composition of Certain Consolidated Condensed Financial Statement Captions
As of
July 4, 2022
January 3, 2022
(In thousands)
Inventories:
Raw materials
$
168,919
$
114,653
Work-in-process
37,468
9,620
Finished goods
3,573
3,339
$
209,960
$
127,612
Property, plant and equipment, net:
Land and land use rights
$
62,898
$
62,015
Buildings and improvements
475,809
429,344
Machinery and equipment
954,619
891,925
Furniture and fixtures and other
11,417
10,360
Construction-in-progress
36,730
25,554
1,541,473
1,419,198
Less: Accumulated depreciation
( 793,034
)
( 753,443
)
$
748,439
$
665,755
Other current liabilities:
Income taxes payable
$
19,185
$
7,162
Sales return and allowances
12,508
12,853
Operating lease
7,606
6,362
Interest
7,016
8,741
Derivative liabilities
3,649
4,295
Finance leases
706
698
Other
62,252
52,918
$
112,922
$
93,029
Other long-term liabilities:
Deferred income taxes
$
31,533
$
28,361
Finance leases
13,959
14,317
Defined benefit pension plan liability
4,747
5,276
Other
23,586
20,958
$
73,825
$
68,912
14
(6) Goodwill
As of July 4, 2022 and January 3, 2022, goodwill by reportable segment was as follows:
PCB
RF&S Components
Unallocated Telephonics Goodwill
Total
(In thousands)
Balance as of January 3, 2022
Goodwill
$
700,724
$
177,200
$
—
$
877,924
Accumulated impairment losses
( 171,400
)
( 69,200
)
—
( 240,600
)
529,324
108,000
—
637,324
Goodwill recognized during the two quarters ended July 4, 2022
—
—
78,267
78,267
Balance as of July 4, 2022
Goodwill
700,724
177,200
78,267
956,191
Accumulated impairment losses
( 171,400
)
( 69,200
)
—
( 240,600
)
$
529,324
$
108,000
$
78,267
$
715,591
The assignment of goodwill related to the Telephonics acquisition to the Company’s reporting units has not yet been completed. See Note 2, Acquisition of Gritel and ISC Farmingdale Corp. and Note 17, Segment Information , for further information.
(7) Definite-lived Intangibles
As of July 4, 2022 and January 3, 2022, the components of definite-lived intangibles were as follows:
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Weighted
Average
Amortization
Period
(In thousands)
(In years)
July 4, 2022
Customer relationships
$
366,071
$
( 171,010
)
$
195,061
11.3
Technology
47,650
( 22,109
)
25,541
9.5
Acquired intangibles from acquisition
Customer relationships
82,500
—
82,500
13.0
Trade names
8,250
—
8,250
5.0
$
504,471
$
( 193,119
)
$
311,352
January 3, 2022
Customer relationships
$
366,071
$
( 154,461
)
$
211,610
11.3
Technology
47,650
( 19,342
)
28,308
9.5
$
413,721
$
( 173,803
)
$
239,918
The Company has acquired customer relationships and trade names as a result of the acquisition. See Note 2, Acquisition of Gritel and ISC Farmingdale Corp. , for further information.
Definite-lived intangibles are amortized using the straight-line method of amortization over the useful life. Amortization expense was $ 9,658 and $ 10,425 for the quarters ended July 4, 2022 and June 28, 2021, respectively, and $ 19,316 and $ 21,330 for the two quarters ended July 4, 2022 and June 28, 2021, respectively. For the quarter and two quarters ended July 4, 2022, $ 1,383 and $ 2,767 , respectively, of amortization expense is included in cost of goods sold. For the quarter and two quarters ended June 28, 2021, $ 1,383 and $ 2,767 , respectively, of amortization expense is included in cost of goods sold.
15
Estimated aggregate amortization for definite-lived intangible assets for the next five years and thereafter is as follows:
(In thousands)
Remaining 2022
$
23,314
2023
44,695
2024
37,513
2025
33,393
2026
33,393
Thereafter
139,044
$
311,352
(8) Long-term Debt and Letters of Credit
The following table summarizes the long-term debt of the Company as of July 4, 2022 and January 3, 2022:
Interest Rate as of
July 4, 2022
Principal
Outstanding
as of
July 4, 2022
Interest Rate as of
January 3, 2022
Principal
Outstanding
as of
January 3, 2022
(In thousands, except interest rates)
Senior Notes due March 2029
4.00
%
$
500,000
4.00
%
$
500,000
Term Loan due September 2024
4.28
405,879
2.60
405,879
Asia ABL Revolving Loan due June 2024
3.18
30,000
1.50
30,000
935,879
935,879
Less: Long-term debt unamortized discount
( 502
)
( 607
)
Long-term debt unamortized debt
issuance costs
( 6,772
)
( 7,454
)
928,605
927,818
Less: current maturities
—
—
Long-term debt, less current maturities
$
928,605
$
927,818
Debt Covenants
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. 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 July 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 July 4, 2022
As of January 3, 2022
Debt
Issuance Costs
Debt
Discount
Effective
Interest Rate
Debt
Issuance Costs
Debt
Discount
Effective
Interest Rate
(In thousands, except interest rates)
Senior Notes due March 2029
$
5,114
$
—
4.18
%
$
5,444
$
—
4.18
%
Term Loan due September 2024
1,658
502
4.66
2,010
607
4.66
$
6,772
$
502
$
7,454
$
607
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 $ 1,073 and $ 1,355 as of July 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.
16
As of July 4, 2022, the remaining weighted average amortization period for all unamortized debt discount and debt issuance costs was 4.9 years .
Loss on Extinguishment of Debt
During the two quarters ended June 28, 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
The Company’s effective tax rate is impacted by tax rates in China and Hong Kong, the U.S. federal income tax rate, apportioned state income tax rates, generation of credits and deductions available to the Company as well as changes in valuation allowances and certain non-deductible items. No tax benefit was recorded on the losses incurred in certain foreign jurisdictions as a result of corresponding increases in the valuation allowances in these jurisdictions.
During the quarter and two quarters ended July 4, 2022, the Company’s effective tax rate was impacted by a net discrete expense of $ 1,222 and a net discrete benefit of $ 825 , respectively. 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 a windfall tax benefit of the stock-based compensation releases, which were partially 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 U.S. The Company expects its earnings attributable to most foreign subsidiaries may be repatriated back to the U.S. and so a deferred tax liability has been recorded for foreign withholding taxes and the estimated federal/state tax impact on any repatriation. For those other companies with earnings currently being reinvested outside of the U.S., no deferred tax liabilities on undistributed earnings are recorded.
(10) Financial Instruments
Derivatives
Interest Rate Swaps
The Company’s business is exposed to risk resulting from fluctuations in interest rates on certain LIBOR-based variable rate debt. Increases in interest rates increase interest expenses relating to the outstanding variable rate borrowings and increase the cost of debt. Fluctuations in interest rates can also lead to significant fluctuations in the fair value of the debt obligations.
On May 15, 2018, the Company entered into a four-year pay-fixed, receive floating (1-month LIBOR), interest rate swap arrangement with a notional amount of $ 400,000 for the period beginning June 1, 2018 and ended on June 1, 2022 . During the term of the interest rate swap, the Company paid a fixed rate of 2.84 % against a portion of its LIBOR-based debt and received floating 1-month LIBOR during the swap period.
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 . 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 quarter and two quarters ended July 4, 2022 and June 28, 2021. The interest rate swap increased interest expense by $ 1,399 and $ 2,763 for the quarters ended July 4, 2022 and June 28, 2021, respectively, and $ 4,105 and $ 5,503 for the two quarters ended July 4, 2022 and June 28, 2021, respectively.
Foreign Exchange Contracts
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 July 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
The Company uses various raw materials in the manufacturing of PCBs. In particular, the Company has been experiencing increasing prices and lead times of copper clad laminates (CCLs), a key raw material for the manufacture of PCBs. CCLs are made from epoxy resin, glass cloth and copper foil, all of which are seeing limited supply and resulting increased prices. The Company only buys a small amount of copper directly. However, copper is a major driver of laminate cost. As such, the Company enters into commodity contracts to hedge copper as a proxy for hedging laminate. As of July 4, 2022, the Company has commodity contracts with a notional quantity of (i) 0.6 metric tonnes for the period beginning June 30, 2022 and ending on October 3, 2022 , (ii) 0.7 metric tonnes for the period beginning October 4, 2022 and ending on January 3, 2023 (iii) 0.7 metric tonnes for the period beginning January 1, 2023 and ending on March 31, 2023 , and (iv) 0.7 metric tonnes for the period beginning April 1, 2023 and ending on June 30, 2023 . As of July 4, 2022, the fair value of the commodity contracts was recorded as a liability in the amount of $ 3,511 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
17
$ 5,209 and $ 3,807 for the quarter and two quarters ended July 4 , 202 2 , respectively. The commodity contracts decreased cost of goods sold by $ 99 for both the quarter and two quarters ended June 28, 2021 . These commodity contracts are not designated as accounting hedges.
The fair values of derivative instruments in the consolidated condensed balance sheets are as follows:
Asset/(Liability) Fair Value
Balance Sheet Location
July 4, 2022
January 3, 2022
(In thousands)
Cash flow derivative instruments designated as hedges:
Foreign exchange contracts
Other current liabilities
$
( 138
)
$
—
Interest rate swap
Other current liabilities
—
( 4,295
)
Cash flow derivative instruments not designated as hedges:
Commodity contracts
Prepaid expenses and other current assets
—
297
Commodity contracts
Other current liabilities
( 3,511
)
—
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 two quarters ended July 4, 2022 and June 28, 2021:
Quarter Ended July 4, 2022
Quarter Ended June 28, 2021
Financial
Statement
Caption
Loss Recognized in Other Comprehensive Loss
Loss
Reclassified
into Income
Loss Recognized
in Other
Comprehensive Loss
Loss
Reclassified
into Income
(In thousands)
Cash flow hedge:
Interest rate swap
Interest expense
$
( 14
)
$
( 1,399
)
$
( 184
)
$
( 2,763
)
Two Quarters Ended July 4, 2022
Two Quarters Ended June 28, 2021
Financial
Statement
Caption
Gain Recognized
in Other
Comprehensive Income
Loss
Reclassified
into Income
Loss Recognized
in Other
Comprehensive Loss
Loss
Reclassified
into Income
(In thousands)
Cash flow hedge:
Interest rate swap
Interest expense
$
190
$
( 4,105
)
$
( 535
)
$
( 5,503
)
The following table provides a summary of the activity associated with the designated cash flow hedges reflected in accumulated other comprehensive loss for the two quarters ended July 4, 2022 and June 28, 2021:
Two Quarters Ended
July 4,
June 28,
2022
2021
(In thousands)
Beginning balance, net of tax
$
( 3,223
)
$
( 11,231
)
Changes in fair value gain (loss), net of tax
24
( 203
)
Reclassification to earnings
3,087
3,984
Ending balance, net of tax
$
( 112
)
$
( 7,450
)
18
(11) Accumulated Other Comprehensive Loss
The following provides a summary of the components of accumulated other comprehensive loss, net of tax, as of July 4, 2022 and January 3, 2022:
Foreign
Currency
Translation
Pension
Obligation
(Losses) Gains
on Cash Flow
Hedges
Total
(In thousands)
Ending balance as of January 3, 2022
$
( 23,899
)
$
( 133
)
$
( 3,223
)
$
( 27,255
)
Other comprehensive (loss) income
before reclassifications
( 1,736
)
—
24
( 1,712
)
Amounts reclassified from accumulated
other comprehensive loss
—
—
3,087
3,087
Other comprehensive (loss) income
( 1,736
)
—
3,111
1,375
Ending balance as of July 4, 2022
$
( 25,635
)
$
( 133
)
$
( 112
)
$
( 25,880
)
(12) Significant Customers and Concentration of Credit Risk
In the normal course of business, the Company extends credit to its customers. Some customers to whom the Company extends credit are located outside the United States. The Company performs ongoing credit evaluations of customers, does not require collateral, and considers the credit risk profile of the entity from which the receivable is due in further evaluating collection risk.
The Company’s customers include both OEMs and EMS companies. The Company’s OEM customers often direct a significant portion of their purchases through EMS companies. While the Company’s customers include both OEM and EMS providers, the Company measures customer concentration based on OEM companies, as they are the ultimate end customers.
For the quarter and two quarters ended July 4, 2022, one customer accounted for approximately 11 % and 10 % of the Company’s net sales, respectively. There were no customers that accounted for 10 % or more of net sales for the quarter ended June 28, 2021. For the two quarters ended June 28, 2021, one customer accounted for approximately 11 % of the Company’s net sales.
(13) Fair Value Measures
The Company measures at fair value its financial and non-financial assets by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability.
The carrying amount and estimated fair value of the Company’s financial instruments as of July 4, 2022 and January 3, 2022 were as follows:
As of
As of
July 4, 2022
January 3, 2022
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
(In thousands)
Derivative assets, current
$
—
$
—
$
297
$
297
Derivative liabilities, current
3,649
3,649
4,295
4,295
Senior Notes due March 2029
494,886
420,005
494,556
498,200
Term Loan due September 2024
403,719
401,569
403,262
406,135
ABL Revolving Loans
30,000
30,000
30,000
30,000
The fair value of the derivative instruments was determined using pricing models developed based on the LIBOR swap rate, foreign currency exchange rates, and other observable market data, including quoted market prices, as appropriate using Level 2 inputs. The values were adjusted to reflect non-performance risk of both the counterparty and the Company, as necessary.
The fair value of the long-term debt was estimated based on quoted market prices or discounting the debt over its life using current market rates for similar debt as of July 4, 2022 and January 3, 2022, which are considered Level 2 inputs.
As of July 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 July 4, 2022 consisted of $ 67,175 held in the U.S., with the remaining $ 199,371 held by foreign subsidiaries.
19
The majority of the Company’s non-financial assets and liabilities, which include goodwill, intangible assets, inventories, and property, plant and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur (or are tested at least annually in the case of goodwill) such that a non-financial instrument is required to be evaluated for impairment, based upon a comparison of the non-financial instrument’s fair value to its carrying value, an impairment is recorded to reduce the carrying value to the fair value, if the carrying value exceeds the fair value .
(14) Commitments and Contingencies
Legal Matters
The Company is subject to various legal matters, which it considers normal for its business activities. While the Company currently believes that the amount of any reasonably possible loss for known matters would not be material to the Company’s financial condition, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate potential loss could have a material adverse effect on the Company’s financial condition or results of operations in a particular period. The Company has accrued amounts for its loss contingencies which are probable and estimable as of July 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 for the quarter and two quarters ended July 4, 2022 and June 28, 2021:
Quarter Ended
Two Quarters Ended
July 4, 2022
June 28, 2021
July 4, 2022
June 28, 2021
(In thousands, except per share amounts)
Net income
$
27,792
$
28,261
$
45,038
$
25,069
Basic weighted average shares
101,270
107,148
101,941
106,987
Dilutive effect of performance-based restricted stock units,
restricted stock units and stock options
1,951
1,845
1,818
1,862
Dilutive effect of outstanding warrants
—
802
3
401
Diluted shares
103,221
109,795
103,762
109,250
Earnings per share:
Basic
$
0.27
$
0.26
$
0.44
$
0.23
Diluted
$
0.27
$
0.26
$
0.43
$
0.23
Performance-based restricted stock units (PRUs), restricted stock units (RSUs), and stock options to purchase 1,054 and 1,014 shares of common stock for the quarter and two quarters ended July 4, 2022, respectively, and 1,452 and 802 shares of common stock for the quarter and two quarters ended June 28, 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 July 4, 2022 and June 28, 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 two quarters and, as a result, the impact would be anti-dilutive.
(16) Stock-Based Compensation
Stock-based compensation expense is recognized in the accompanying consolidated condensed statements of operations as follows:
Quarter Ended
Two Quarters Ended
July 4,
June 28,
July 4,
June 28,
2022
2021
2022
2021
(In thousands)
Cost of goods sold
$
1,172
$
861
$
2,448
$
2,026
Selling and marketing
620
442
1,270
1,088
General and administrative
2,396
2,015
4,449
4,370
Research and development
239
32
494
75
Stock-based compensation expense recognized
$
4,427
$
3,350
$
8,661
$
7,559
20
Summary of Unrecognized Compensation Costs
The following is a summary of total unrecognized compensation costs as of July 4, 2022:
Unrecognized Stock-Based Compensation Cost
Remaining Weighted Average
Recognition Period
(In thousands)
(In years)
RSU awards
$
38,698
1.7
PRU awards
3,506
1.8
Stock options
11
0.3
$
42,215
(17) Segment Information
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 June 27, 2022, the Company completed its acquisition of Telephonics. As of July 4, 2022, the chief operating decision maker is still in the process of determining how to allocate resources and assess performance in relation to the acquisition of Telephonics.
The Company, including the chief operating decision maker, evaluates segment performance based on reportable segment income, which is operating income before amortization of intangibles. Interest expense and interest income are not presented by segment since they are not included in the measure of segment profitability reviewed by the chief operating decision maker. All inter-segment transactions have been eliminated.
Quarter Ended
Two Quarters Ended
July 4, 2022
June 28, 2021
July 4, 2022
June 28, 2021
(In thousands)
Net Sales:
PCB
$
609,429
$
553,480
$
1,175,499
$
1,063,966
RF&S Components
16,121
13,903
31,311
26,593
Other (1)
—
—
—
3,256
Total net sales
$
625,550
$
567,383
$
1,206,810
$
1,093,815
Operating Segment Income (Loss):
PCB
$
91,908
$
73,055
$
148,448
$
130,287
RF&S Components
6,678
4,730
12,428
8,592
Corporate and Other (1)
( 51,726
)
( 26,472
)
( 78,490
)
( 56,861
)
Total operating segment income
46,860
51,313
82,386
82,018
Amortization of definite-lived intangibles (2)
( 9,658
)
( 10,425
)
( 19,316
)
( 21,330
)
Total operating income
37,202
40,888
63,070
60,688
Total other expense
( 3,073
)
( 10,773
)
( 12,464
)
( 34,872
)
Income before income taxes
$
34,129
$
30,115
$
50,606
$
25,816
As of
July 4, 2022
January 3, 2022
(In thousands)
Segment Assets:
PCB
$
1,744,414
$
1,655,401
RF&S Components
211,136
216,737
Corporate and Other (1)
1,259,101
1,153,409
Total assets
$
3,214,651
$
3,025,547
(1)
Other represents results from the now closed SH E-MS and SZ facilities. As of July 4, 2022, Other includes assets acquired from the acquisition of Telephonics.
(2)
Amortization of definite-lived intangibles primarily relates to the PCB and RF&S Components reportable segments. For the quarter and two quarters ended July 4, 2022, $1,383 and $2,767, respectively, of amortization expense is included in cost of goods sold. For the quarter and two quarters ended June 28, 2021, $ 1,383 and $ 2,767 , respectively, 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. Corporate consists primarily of corporate governance functions such as finance, accounting, information technology and human resources personnel, as well as global sales and marketing personnel, research and development costs, and acquisition and integration costs associated with acquisitions and divestitures.
21
The Company markets and sells its products in approximately 50 countries. Other than in the United States and China, the Company does not conduct business in any country in which its net sales in that country exceed 10 % of the Company’s total net sales. Net sales are as follows:
Quarter Ended
Two Quarters Ended
July 4, 2022
June 28, 2021
July 4, 2022
June 28, 2021
(In thousands)
Net Sales:
United States
$
274,480
$
260,944
$
538,881
$
529,411
China
75,771
80,160
152,976
161,869
Other
275,299
226,279
514,953
402,535
Total net sales
$
625,550
$
567,383
$
1,206,810
$
1,093,815
Net sales are attributed to countries by country invoiced.
(18) 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 was authorized to 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 program permitted the Company to 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 effected under the share repurchase program. The timing, manner, price, and amount of any repurchases were determined at the Company’s discretion. The repurchase program did not obligate the Company to acquire any specific number of shares.
During the quarter ended July 4, 2022, the Company repurchased 374 shares of common stock for a total cost of $ 5,192 (including commissions) and during the two quarters ended July 4, 2022, the Company has repurchased a total of 2,747 shares of common stock for a total cost of $ 35,424 (including commissions). As of July 4, 2022, there are no amounts available for repurchase.
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.