8-K
TTM TECHNOLOGIES INC (TTMI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2025
TTM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-31285 | 91-1033443 |
|---|---|---|
| (State of<br> <br>Incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 200 East Sandpointe, Suite 400, Santa Ana, CA | 92707 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(714) 327-3000
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| Securities | registered pursuant to Section 12(b) of the Act: | |
| --- | --- | |
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
| --- | --- | --- |
| Common Stock, $0.001 par value | TTMI | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 2 – Financial Information
| Item 2.02. | Results of Operations and Financial Condition |
|---|
On July 30, 2025, TTM Technologies, Inc. (the “Registrant”) issued a press release announcing results for its second quarter of fiscal year 2025, which ended on June 30, 2025, and guidance for its third quarter of fiscal year 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As previously announced, the Registrant will host a conference call on Wednesday, July 30, 2025, at 4:30 p.m. Eastern Time/1:30 p.m. Pacific Time to discuss the results for its second quarter of fiscal year 2025 and the outlook for its third quarter of fiscal year 2025. Access to the conference call is available by registering at https://register-conf.media-server.com/register/B14c4eede8bcd64efda9408cbc895f130c. Registering participants will receive dial in information and a unique PIN to join the call. Participants can register at any time up to the start of the conference call. The conference call will also be webcast on the Registrant’s website at https://edge.media-server.com/mmc/p/gvaxmvg6/.
As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly provided by specific reference in such filing.
Section 5 - Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On July 30, 2025, the Registrant announced that Thomas T. Edman, the Registrant’s President and Chief Executive Officer (“CEO”), has informed the Registrant’s Board of Directors (the “Board”) of his intention to retire following the appointment of the Registrant’s next President and CEO. Mr. Edman will remain as the President and CEO until a successor is appointed and will continue to serve as a member of the Board and a member of its Government Security Committee following the appointment of a new President and CEO. The Board has begun a search for Mr. Edman’s successor, which is expected to conclude by the end of 2025.
As of the date of this report, no new compensatory arrangements have been entered into in connection with Mr. Edman’s planned retirement. Should any such arrangements be entered into in the future, the material terms of such arrangements will be disclosed in a subsequent filing.
Section 7 - Regulation FD
Item 7.01 – Regulation FD Disclosure.
On July 30, 2025, the Registrant issued a press release announcing Mr. Edman’s retirement plans (the “Press Release”). A copy of the Press Release is furnished with this Report as Exhibit 99.2 and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including Exhibits 99.1 and 99.2, contains forward-looking statements that relate to future events. The Registrant cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect the Registrant’s current expectations, and the Registrant does not undertake to update or revise these forward looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other statements by the Registrant will not be realized. The statements also involve risks and uncertainties, many of which are beyond the Registrant’s control, which could cause actual results to differ materially from the forward-looking statements. For a description of additional factors that may cause the Registrant’s actual events or results to differ from any forward-looking statements, please review the information set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Registrant’s public reports filed with the Securities and Exchange Commission.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| Exhibit<br>Number | Description |
| --- | --- |
| 99.1 | Press release regarding earnings results, dated July 30, 2025 |
| 99.2 | Press release regarding Thomas T. Edman’s retirement plans, dated July 30, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TTM TECHNOLOGIES, INC. | ||
|---|---|---|
| Date: July 30, 2025 | /s/ Daniel J. Weber | |
| By: | Daniel J. Weber | |
| Executive Vice President, Chief Legal Officer & Secretary |
EX-99.1
EXHIBIT 99.1
| Contact:<br> <br>Sameer Desai,<br><br><br>Vice President, Corporate<br> <br>Development & Investor<br>Relations<br> <br>Sameer.desai@ttmtech.com<br> <br>714-327-3050 |
|---|
TTM Technologies, Inc. Reports Second Quarter 2025 Results
Santa Ana, CA – July 30, 2025– TTM Technologies, Inc. (NASDAQ: TTMI) (“TTM”), a leading global manufacturer of technology solutions, including mission systems, radio frequency (“RF”) components, RF microwave/microelectronic assemblies, and quick-turn and technologically advanced printed circuit boards (“PCB”s) today reported results for the second quarter 2025, which ended on June 30, 2025.
Second Quarter 2025 Highlights
| • | Net sales were $730.6 million, up 21% year on year |
|---|---|
| • | GAAP net income of $41.5 million, or $0.40 per diluted share |
| --- | --- |
| • | Non-GAAP net income of $60.8 million, or $0.58 per diluted share^1^ |
| --- | --- |
| • | Cash flow from operations of $97.8 million, or 13.4% of revenues |
| --- | --- |
| • | Record quarterly revenues for the Aerospace and Defense and Data Center Computing end markets<br> |
| --- | --- |
Second Quarter 2025 GAAP Financial Results
Net sales for the second quarter of 2025 were $730.6 million, compared to $605.1 million in the second quarter of 2024.
GAAP operating income for the second quarter of 2025 was $61.8 million compared to GAAP operating income for the second quarter of 2024 of $39.0 million.
GAAP net income for the second quarter of 2025 was $41.5 million, or $0.40 per diluted share, compared to GAAP net income for the second quarter of 2024 of $26.4 million, or $0.25 per diluted share.
Second Quarter 2025 Non-GAAPFinancial Results
On a non-GAAP basis, net income for the second quarter of 2025 was $60.8 million, or $0.58 per diluted share. This compares to non-GAAP net income of $40.2 million, or $0.39 per diluted share, for the second quarter of 2024.
Adjusted EBITDA in the second quarter of 2025 was $109.7 million, or 15.0% of sales compared to adjusted EBITDA of $84.6 million, or 14.0% of sales, for the second quarter of 2024.
“We delivered a strong quarter with revenues and non-GAAP EPS above the high end of the guided range with non-GAAP EPS at a quarterly record high. Revenues grew 21% year on year due to demand strength in our Aerospace and Defense, Medical, Industrial and Instrumentation, Data Center Computing, and Networking end markets, with the increased demand in the latter two being driven by the requirements of generative AI,” said Tom Edman, CEO of TTM. “Non-GAAP operating margins were 11.1%, up 210 basis points year on year, and were double digits for the fourth consecutive quarter, reflecting continued solid execution. In addition, cash flow from operations was a solid 13.4% of revenues. Finally, we announced that we acquired a facility in Wisconsin and land rights in Penang as we continue to support the regional diversification of our customers’ PCB supply chains and projected future growth in the business,” concluded Mr. Edman.
| ^1^ | As previously disclosed, starting in the first quarter of 2025, unrealized foreign exchange gains and losses<br>were removed from non-GAAP net income, non-GAAP earnings per diluted share (“EPS”), and adjusted EBITDA. The non-GAAP<br>EPS of $0.58 per diluted share reported for the second quarter of 2025 was a quarterly record, taking into account this adjustment for all prior quarters. |
|---|---|
| Contact:<br> <br>Sameer Desai,<br><br><br>Vice President, Corporate<br> <br>Development & Investor<br>Relations<br> <br>Sameer.desai@ttmtech.com<br> <br>714-327-3050 | |
| --- |
Business Outlook
For the third quarter of 2025, TTM estimates that revenues will be in the range of $690 million to $730 million, and non-GAAP net income will be in the range of $0.57 to $0.63 per diluted share.
With respect to TTM’s outlook for non-GAAP net income per diluted share, we are unable to predict with reasonable certainty or without unreasonable effort certain items that may affect a comparable measure calculated and presented in accordance with GAAP. Our expected non-GAAP net income per diluted share excludes primarily the future impact of restructuring actions, impairment charges, unusual gains and losses including but not limited to unrealized foreign exchange translation, and tax adjustments. These reconciling items are highly variable and difficult to predict due to various factors outside of management’s control and could have a material impact on our future period net income per diluted share calculated and presented in accordance with GAAP. Accordingly, a reconciliation of non-GAAP net income per diluted share to a comparable measure calculated and presented in accordance with GAAP has not been provided because TTM is unable to provide such reconciliation without unreasonable effort. For the same reasons, TTM is unable to address the probable significance of the information.
Live Webcast/Conference Call
TTM will host a conference call and webcast to discuss second quarter 2025 results and the third quarter 2025 outlook on Wednesday, July 30, 2025, at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). The conference call will include forward-looking statements.
Access to the conference call is available by clicking on the registration link TTM Technologies, Inc.second quarter 2025 conference call. Registering participants will receive dial in information and a unique PIN to join the call. Participants can register at any time up to the start of the conference call. The conference call will also be simulcast on TTM’s website, and can be accessed by clicking on the link TTM Technologies Inc.second quarter 2025 webcast. The webcast will remain accessible for one week following the live event.
To Access a Replay of the Webcast
The replay of the webcast will remain accessible for one week following the live event on TTM’s website at TTM Technologies Inc.second quarter 2025 webcast.
About TTM
TTM Technologies, Inc. is a leading global manufacturer of technology solutions, including mission systems, RF components, RF microwave/microelectronic assemblies, and quick-turn and technologically advanced PCBs. TTM stands for time-to-market, representing how TTM’s time-critical, one-stop design, engineering and manufacturing services enable customers to reduce the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com.
Forward-Looking Statements
The preliminary financial results included in this press release represent the most current information available to management. TTM’s actual results when disclosed in its Form 10-Q may differ from these preliminary results as a result of the completion of TTM’s financial closing procedures, final adjustments, completion of the review by TTM’s independent registered accounting firm, and other developments that may arise between now and the disclosure of the final results. This release contains forward-looking statements that relate to future events or performance. TTM cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect TTM’s current expectations, and TTM does not undertake to update or revise these forward -looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other TTM statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond TTM’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, general market and
| Contact:<br> <br>Sameer Desai,<br><br><br>Vice President, Corporate<br> <br>Development & Investor<br>Relations<br> <br>Sameer.desai@ttmtech.com<br> <br>714-327-3050 |
|---|
economic conditions, including interest rates, currency exchange rates, and consumer spending, demand for TTM’s products, market pressures on prices of TTM’s products, warranty claims, changes in product mix, contemplated significant capital expenditures and related financing requirements, TTM’s dependence upon a small number of customers, and other factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of TTM’s public reports filed with the SEC.
About Our Non-GAAP Financial Measures
To supplement our consolidated condensed financial statements presented on a GAAP basis, this release includes information about TTM’s adjusted EBITDA, non-GAAP net income, non-GAAP earnings per diluted share, and non-GAAP operating margins, all of which are non-GAAP financial measures. TTM presents non-GAAP financial information to enable investors to see TTM through the eyes of management and to provide better insight into TTM’s ongoing financial performance.
A material limitation associated with the use of the above non-GAAP financial measures is that they have no standardized measurement prescribed by GAAP and may not be comparable to similar non-GAAP financial measures used by other companies. TTM compensates for these limitations by providing full disclosure of each non-GAAP financial measure and reconciliations below to the most directly comparable GAAP financial measure. However, the non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
- Tables Follow –
TTM TECHNOLOGIES, INC.
Selected Unaudited Financial Information
(In thousands, except per share data)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
| Second Quarter | First Two Quarters | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net sales | $ | 730,621 | $ | 605,137 | $ | 1,379,289 | $ | 1,175,250 | ||||
| Cost of goods sold | 582,512 | 487,910 | 1,100,208 | 954,304 | ||||||||
| Gross profit | 148,109 | 117,227 | 279,081 | 220,946 | ||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing | 21,316 | 19,798 | 42,587 | 40,092 | ||||||||
| General and administrative | 49,719 | 38,604 | 93,493 | 82,274 | ||||||||
| Research and development | 7,009 | 8,547 | 15,073 | 15,868 | ||||||||
| Amortization of definite-lived intangibles | 6,888 | 10,256 | 13,777 | 21,685 | ||||||||
| Restructuring charges | 1,408 | 1,036 | 2,122 | 4,974 | ||||||||
| Total operating expenses | 86,340 | 78,241 | 167,052 | 164,893 | ||||||||
| Operating income | 61,769 | 38,986 | 112,029 | 56,053 | ||||||||
| Interest expense | (11,095 | ) | (12,219 | ) | (22,559 | ) | (24,543 | ) | ||||
| Other, net | (5,149 | ) | 3,765 | (2,954 | ) | 13,091 | ||||||
| Income before income taxes | 45,525 | 30,532 | 86,516 | 44,601 | ||||||||
| Income tax provision | (3,995 | ) | (4,180 | ) | (12,808 | ) | (7,783 | ) | ||||
| Net income | $ | 41,530 | $ | 26,352 | $ | 73,708 | $ | 36,818 | ||||
| Earnings per share: | ||||||||||||
| Basic | $ | 0.41 | $ | 0.26 | $ | 0.72 | $ | 0.36 | ||||
| Diluted | 0.40 | 0.25 | 0.70 | 0.35 | ||||||||
| Weighted-average shares used in computing per share amounts: | ||||||||||||
| Basic | 101,857 | 101,234 | 101,861 | 101,593 | ||||||||
| Diluted | 104,873 | 103,889 | 104,701 | 103,993 | ||||||||
| Reconciliation of the denominator used to calculate basic earnings per share and diluted earnings<br>per share: | ||||||||||||
| Weighted-average shares outstanding | 101,857 | 101,234 | 101,861 | 101,593 | ||||||||
| Dilutive effect of performance-based stock units, restricted stock units and stock<br>options | 3,016 | 2,655 | 2,840 | 2,400 | ||||||||
| Diluted shares | 104,873 | 103,889 | 104,701 | 103,993 |
SELECTED BALANCE SHEET DATA
| June 30, 2025 | December 30, 2024 | |||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 447,967 | $ | 503,932 |
| Accounts receivable, net | 495,352 | 448,611 | ||
| Contract assets | 424,973 | 381,382 | ||
| Inventories | 250,339 | 224,985 | ||
| Total current assets | 1,676,449 | 1,606,744 | ||
| Property, plant and equipment, net | 919,219 | 869,957 | ||
| Operating lease<br>right-of-use assets | 82,763 | 78,252 | ||
| Other non-current assets | 899,525 | 917,541 | ||
| Total assets | 3,577,956 | 3,472,494 | ||
| Short-term debt, including current portion of long-term debt | $ | 3,805 | $ | 3,795 |
| Accounts payable | 448,063 | 406,221 | ||
| Total current liabilities | 827,753 | 809,054 | ||
| Long-term debt, net of discount and issuance costs | 913,339 | 914,359 | ||
| Total long-term liabilities | 1,113,283 | 1,099,616 | ||
| Total stockholders’ equity | 1,636,920 | 1,563,824 | ||
| Total liabilities and stockholders’ equity | 3,577,956 | 3,472,494 |
SUPPLEMENTAL DATA
| Second Quarter | First Two Quarters | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Gross margin | 20.3 | % | 19.4 | % | 20.2 | % | 18.8 | % | ||||
| Operating margin | 8.5 | % | 6.4 | % | 8.1 | % | 4.8 | % |
Stock-based compensation:
| Second Quarter | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Amount included in: | ||||
| Cost of goods sold | $ | 2,827 | $ | 1,941 |
| Selling and marketing | 1,045 | 836 | ||
| General and administrative | 5,316 | 3,468 | ||
| Research and development | — | 335 | ||
| Total stock-based compensation expense | $ | 9,188 | $ | 6,580 |
End market breakdown:
| Second Quarter | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Aerospace and Defense | 45 | % | 45 | % | ||
| Automotive | 11 | % | 14 | % | ||
| Data Center Computing | 21 | % | 21 | % | ||
| Medical/Industrial/Instrumentation | 15 | % | 14 | % | ||
| Networking | 8 | % | 6 | % |
Operating segment data:
| Second Quarter | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Segment sales: | ||||||
| Aerospace & Defense | $ | 327,569 | $ | 274,507 | ||
| Commercial | 395,624 | 323,255 | ||||
| RF&S Components | 10,078 | 9,083 | ||||
| Intersegment eliminations | (2,650 | ) | (1,708 | ) | ||
| Total segment sales | $ | 730,621 | $ | 605,137 | ||
| Segment operating income: | ||||||
| Aerospace & Defense | $ | 45,282 | $ | 25,500 | ||
| Commercial | 60,069 | 49,670 | ||||
| RF&S Components | 2,863 | 2,052 | ||||
| Total segment operating income | $ | 108,214 | $ | 77,222 | ||
| Unallocated amounts: | ||||||
| Restructuring | (1,408 | ) | (1,036 | ) | ||
| Gain on sale of property, plant, and equipment | — | 14,420 | ||||
| Acquisition-related and other charges | — | (10,184 | ) | |||
| Stock-based compensation | (9,188 | ) | (6,580 | ) | ||
| Other corporate expenses | (26,625 | ) | (22,265 | ) | ||
| Amortization of definite-lived intangibles | (9,224 | ) | (12,591 | ) | ||
| Total operating income | $ | 61,769 | $ | 38,986 |
RECONCILIATIONS^1^
| Second Quarter | First Two Quarters | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Non-GAAP gross profit reconciliation^2^: | ||||||||||||||||||
| GAAP gross profit | $ | 148,109 | $ | 117,227 | $ | 279,081 | $ | 220,946 | ||||||||||
| Add back item: | ||||||||||||||||||
| Amortization of definite-lived intangibles | 2,336 | 2,335 | 4,671 | 4,671 | ||||||||||||||
| Stock-based compensation | 2,827 | 1,941 | 5,500 | 3,970 | ||||||||||||||
| Unrealized gain on commodity hedge | (283 | ) | (434 | ) | (1,059 | ) | (1,186 | ) | ||||||||||
| Other charges | — | — | — | (162 | ) | |||||||||||||
| Non-GAAP gross profit | $ | 152,989 | $ | 121,069 | $ | 288,193 | $ | 228,239 | ||||||||||
| Non-GAAP gross margin | 20.9 | % | 20.0 | % | 20.9 | % | 19.4 | % | ||||||||||
| Non-GAAP operating income reconciliation^3^: | ||||||||||||||||||
| GAAP operating income | $ | 61,769 | $ | 38,986 | $ | 112,029 | $ | 56,053 | ||||||||||
| Add back items: | ||||||||||||||||||
| Amortization of definite-lived intangibles | 9,224 | 12,591 | 18,448 | 26,356 | ||||||||||||||
| Stock-based compensation | 9,188 | 6,580 | 17,975 | 13,367 | ||||||||||||||
| Gain on sale of property, plant and equipment | — | (14,420 | ) | — | (14,420 | ) | ||||||||||||
| Unrealized gain on commodity hedge | (283 | ) | (434 | ) | (1,059 | ) | (1,186 | ) | ||||||||||
| Restructuring, acquisition-related and other charges | 1,523 | 11,220 | 2,237 | 15,046 | ||||||||||||||
| Non-GAAP operating income | $ | 81,421 | $ | 54,523 | $ | 149,630 | $ | 95,216 | ||||||||||
| Non-GAAP operating margin | 11.1 | % | 9.0 | % | 10.8 | % | 8.1 | % | ||||||||||
| Non-GAAP net income and EPS reconciliation^4^: | ||||||||||||||||||
| GAAP net income | $ | 41,530 | $ | 26,352 | $ | 73,708 | $ | 36,818 | ||||||||||
| Add back items: | ||||||||||||||||||
| Amortization of definite-lived intangibles | 9,224 | 12,591 | 18,448 | 26,356 | ||||||||||||||
| Stock-based compensation | 9,188 | 6,580 | 17,975 | 13,367 | ||||||||||||||
| Non-cash interest expense | 536 | 506 | 1,067 | 1,024 | ||||||||||||||
| Gain on sale of property, plant and equipment | — | (14,420 | ) | — | (14,420 | ) | ||||||||||||
| Unrealized gain on commodity hedge | (283 | ) | (434 | ) | (1,059 | ) | (1,186 | ) | ||||||||||
| Unrealized loss (gain) on foreign exchange | 5,750 | 79 | 7,964 | (4,198 | ) | |||||||||||||
| Restructuring, acquisition-related and other charges | 1,543 | 11,308 | 2,257 | 15,046 | ||||||||||||||
| Income taxes^5^ | (6,727 | ) | (2,363 | ) | (7,167 | ) | (3,499 | ) | ||||||||||
| Non-GAAP net income | $ | 60,761 | $ | 40,199 | $ | 113,193 | $ | 69,308 | ||||||||||
| Non-GAAP earnings per diluted share | $ | 0.58 | $ | 0.39 | $ | 1.08 | $ | 0.67 | ||||||||||
| Second Quarter | First Two Quarters | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Adjusted EBITDA reconciliation^6^: | ||||||||||||||||||
| GAAP net income | $ | 41,530 | $ | 26,352 | $ | 73,708 | $ | 36,818 | ||||||||||
| Add back items: | ||||||||||||||||||
| Income tax provision | 3,995 | 4,180 | 12,808 | 7,783 | ||||||||||||||
| Interest expense | 11,095 | 12,219 | 22,559 | 24,543 | ||||||||||||||
| Amortization of definite-lived intangibles | 9,224 | 12,591 | 18,448 | 26,356 | ||||||||||||||
| Depreciation expense | 27,692 | 26,184 | 54,555 | 50,880 | ||||||||||||||
| Stock-based compensation | 9,188 | 6,580 | 17,975 | 13,367 | ||||||||||||||
| Gain on sale of property, plant and equipment | — | (14,420 | ) | — | (14,420 | ) | ||||||||||||
| Unrealized gain on commodity hedge | (283 | ) | (434 | ) | (1,059 | ) | (1,186 | ) | ||||||||||
| Unrealized loss (gain) on foreign exchange | 5,750 | 79 | 7,964 | (4,198 | ) | |||||||||||||
| Restructuring, acquisition-related and other charges | 1,543 | 11,308 | 2,257 | 15,208 | ||||||||||||||
| Adjusted EBITDA | $ | 109,734 | $ | 84,639 | $ | 209,215 | $ | 155,151 | ||||||||||
| Adjusted EBITDA margin | 15.0 | % | 14.0 | % | 15.2 | % | 13.2 | % | ||||||||||
| Free cash flow reconciliation: | ||||||||||||||||||
| Operating cash flow | $ | 97,804 | $ | 41,855 | $ | 87,149 | $ | 85,750 | ||||||||||
| Capital expenditures, net | (60,234 | ) | (9,955 | ) | (123,454 | ) | (59,251 | ) | ||||||||||
| Free cash flow | $ | 37,570 | $ | 31,900 | $ | (36,305 | ) | $ | 26,499 | |||||||||
| ^1^ | This information provides a reconciliation of non-GAAP gross profit, non-GAAP operating income, non-GAAP net income, non-GAAP EPS, and adjusted EBITDA to the financial information in our consolidated<br>condensed statements of operations. Prior year results have been revised to exclude the impact of unrealized loss (gain) on foreign exchange from non-GAAP net income,<br>non-GAAP EPS, and adjusted EBITDA—refer to the revised historical non-GAAP financial information in the Form 8-K filed on<br>February 5, 2025 for further information. The second quarter and first two quarters of fiscal year 2024 have also been revised to reclassify certain amounts between “Gain on sale of property, plant and equipment” and<br>“Restructuring, acquisition-related and other charges” in order to align with the current classifications of these respective amounts for comparative purposes. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ^2^ | Non-GAAP gross profit and gross margin measures exclude amortization of<br>definite-lived intangibles, stock-based compensation, unrealized gain on commodity hedge, and other charges. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ^3^ | Non-GAAP operating income and operating margin measures exclude<br>amortization of definite-lived intangibles, stock-based compensation, gain on sale of property, plant and equipment, unrealized gain on commodity hedge, restructuring, acquisition-related costs, and other charges. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ^4^ | This information provides non-GAAP net income and non-GAAP EPS, which are non-GAAP financial measures. Management believes that both measures — which add back amortization of definite-lived intangibles, stock-based<br>compensation, non-cash interest expense, gain on sale of property, plant and equipment, unrealized gain on commodity hedge, unrealized loss (gain) on foreign exchange, restructuring, acquisition-related costs,<br>and other charges as well as the associated tax impact of these charges and discrete tax items — provide additional useful information to investors regarding the Company’s ongoing financial condition and results of operations.<br> | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ^5^ | Income tax adjustments reflect the difference between income taxes based on a<br>non-GAAP tax rate and a forecasted annual GAAP tax rate. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ^6^ | Adjusted EBITDA is defined as earnings before income taxes provision, interest expense, amortization of<br>definite-lived intangibles, depreciation expense, stock-based compensation, gain on sale of property, plant and equipment, unrealized gain on commodity hedge, unrealized loss (gain) on foreign exchange, restructuring, acquisition-related costs, and<br>other charges. We present adjusted EBITDA to enhance the understanding of our operating results, and it is a key measure we use to evaluate our operations. In addition, we provide our adjusted EBITDA because we believe that investors and securities<br>analysts will find adjusted EBITDA to be a useful measure for evaluating our operating performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet<br>our future debt service, capital expenditures, and working capital requirements. However, adjusted EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity or as an alternative to net income<br>as a measure of operating results in accordance with accounting principles generally accepted in the United States of America. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| TTM TECHNOLOGIES, INC. | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| RECASTED HISTORICAL Selected Unaudited Financial Information | ||||||||||||||||||
| (In thousands)<br> <br><br><br><br>RECASTED SEGMENT DATA^1^ | ||||||||||||||||||
| Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Full Year 2024 | Q1 2025 | |||||||||||||
| Segment sales: | ||||||||||||||||||
| Aerospace & Defense | $ | 279,758 | $ | 274,507 | $ | 279,533 | $ | 306,157 | $ | 1,139,955 | $ | 310,143 | ||||||
| Commercial | 283,803 | 323,255 | 329,382 | 339,261 | 1,275,701 | 332,705 | ||||||||||||
| RF&S Components | 8,333 | 9,083 | 9,780 | 10,121 | 37,317 | 8,820 | ||||||||||||
| Intersegment eliminations | (1,781 | ) | (1,708 | ) | (2,157 | ) | (4,574 | ) | (10,220 | ) | (3,000 | ) | ||||||
| Total segment sales | $ | 570,113 | $ | 605,137 | $ | 616,538 | $ | 650,965 | $ | 2,442,753 | $ | 648,668 | ||||||
| Segment operating income: | ||||||||||||||||||
| Aerospace & Defense | 34,473 | 25,500 | 40,279 | 41,548 | 141,800 | 40,777 | ||||||||||||
| Commercial | 30,083 | 49,670 | 51,105 | 48,924 | 179,782 | 43,649 | ||||||||||||
| RF&S Components | 1,661 | 2,052 | 2,426 | 2,527 | 8,666 | 1,592 | ||||||||||||
| Total segment operating income | $ | 66,217 | $ | 77,222 | $ | 93,810 | $ | 92,999 | $ | 330,248 | $ | 86,018 | ||||||
| Unallocated amounts: | ||||||||||||||||||
| Restructuring | (3,938 | ) | (1,036 | ) | (1,393 | ) | (4,833 | ) | (11,200 | ) | (714 | ) | ||||||
| Impairment of goodwill | — | — | — | (32,600 | ) | (32,600 | ) | — | ||||||||||
| Gain on sale of property, plant, and equipment | — | 14,420 | — | 1,249 | 15,669 | — | ||||||||||||
| Acquisition-related and other charges | 112 | (10,184 | ) | (2,867 | ) | (1,585 | ) | (14,524 | ) | — | ||||||||
| Stock-based compensation | (6,787 | ) | (6,580 | ) | (8,330 | ) | (8,083 | ) | (29,780 | ) | (8,787 | ) | ||||||
| Other corporate expenses | (24,772 | ) | (22,265 | ) | (20,972 | ) | (28,869 | ) | (96,878 | ) | (17,033 | ) | ||||||
| Amortization of definite-lived intangibles | (13,765 | ) | (12,591 | ) | (9,286 | ) | (9,250 | ) | (44,892 | ) | (9,224 | ) | ||||||
| Total operating income | $ | 17,067 | $ | 38,986 | $ | 50,962 | $ | 9,028 | $ | 116,043 | $ | 50,260 |
RECASTED END MARKET DATA^2^
| Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Full Year 2024 | Q1 2025 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| End Market Revenue - AS ADJUSTED: | ||||||||||||||||||
| Aerospace & Defense | 49 | % | 45 | % | 45 | % | 46 | % | 46 | % | 48 | % | ||||||
| Automotive | 12 | % | 14 | % | 14 | % | 12 | % | 13 | % | 11 | % | ||||||
| Data Center Computing | 20 | % | 21 | % | 20 | % | 22 | % | 20 | % | 21 | % | ||||||
| Medical/Industrial/Instrumentation | 13 | % | 14 | % | 14 | % | 13 | % | 14 | % | 13 | % | ||||||
| Networking & Communications | 6 | % | 6 | % | 7 | % | 7 | % | 7 | % | 7 | % | ||||||
| End Market Revenue - AS PREVIOUSLY REPORTED: | ||||||||||||||||||
| Aerospace & Defense | 46 | % | 45 | % | 46 | % | 47 | % | 46 | % | 47 | % | ||||||
| Automotive | 13 | % | 14 | % | 14 | % | 11 | % | 13 | % | 11 | % | ||||||
| Data Center Computing | 21 | % | 21 | % | 19 | % | 22 | % | 21 | % | 21 | % | ||||||
| Medical/Industrial/Instrumentation | 14 | % | 14 | % | 14 | % | 13 | % | 14 | % | 13 | % | ||||||
| Networking & Communications | 6 | % | 6 | % | 7 | % | 7 | % | 6 | % | 8 | % | ||||||
| ^1^ | This information provides recasted segment operating income in connection with the Company’s previously<br>disclosed change in organization structure. This change is intended to enhance clarity in sector performance, accountability, and operating costs by clearly allocating resources to the Aerospace and Defense, Commercial, or RF and Specialty<br>Components businesses. Management finalized its assessment of the Company’s operating segments during the quarter ended June 30, 2025, and concluded that the Company now has three reportable segments: Aerospace and Defense (A&D),<br>Commercial, and RF and Specialty Components (RF&S Components). In prior periods, the Company had two reportable segments: Printed Circuit Boards (PCB) and RF&S Components. As a result, certain prior period amounts have been reclassified<br>to conform with the new segment presentation. | |||||||||||||||||
| --- | --- | |||||||||||||||||
| ^2^ | The end market revenue has been recasted to reflect certain adjustments to allocations resulting from the<br>segment reorganization. | |||||||||||||||||
| --- | --- |
EX-99.2
EXHIBIT 99.2
TTM Technologies, Inc. Announces Retirement Plans of its CEO and Proceeds with CEO Successor Search
Santa Ana, CA – July 30, 2025 – TTM Technologies, Inc. (NASDAQ: TTMI), a leading global manufacturer of technology solutions including mission systems, radio frequency (“RF”) components and RF microwave/microelectronic assemblies, quick-turn and technologically advanced printed circuit boards (“PCB”), today announced that Thomas T. Edman, the company’s President and Chief Executive Officer, intends to retire following the appointment of the company’s next President and CEO. The Board of Directors has begun a search for Mr. Edman’s successor, which is expected to conclude before the end of 2025. Mr. Edman will remain as the company’s President and CEO until a successor is named and will continue to serve as a Director of the company and a member of its Government Security Committee following the appointment of a new CEO. These decisions were made in line with the CEO’s succession planning discussions with the Board of Directors over the past few years.
Mr. Edman has served as a Director of the company since 2004, President since 2013, and CEO since 2014, leading TTM through a transformative period of strategic growth, operational excellence and significant financial improvement. Under his leadership, the company reshaped its global manufacturing footprint, significantly strengthened its capabilities for the Aerospace and Defense market, broadened its focus in the Data Center Computing and Networking end markets supporting generative AI, and enhanced its position as a trusted partner to leading technology and industrial companies worldwide.
“After over a decade of leading this incredible organization, I have decided the time is right to step aside,” said Mr. Edman. “It has been the honor of my career to work alongside the talented and dedicated employees of TTM Technologies. I am confident in the company’s future and its ability to continue driving innovation and operational excellence while delivering long-term value to all stakeholders.”
Mr. Edman’s tenure included several key milestones, including the successful integration of multiple acquisitions, divestitures, diversification of the company’s end markets, differentiation of the company’s products, and enhanced focus on high-growth markets such as Aerospace and Defense and Data Center Computing for generative AI applications. His efforts have positioned TTM as a global leader in advanced electronics solutions. To that end, TTM is currently having the strongest first half of any year in its history for revenue growth and margins combined with a solid balance sheet to support projected future growth.
“On behalf of the Board and the entire TTM family, I want to thank Tom for his visionary leadership and tireless commitment,” said Rex Geveden, Chairman of the Board. “Tom has guided the company through pivotal industry changes and leaves a legacy of strategic discipline and innovation that will continue to shape TTM for years to come.”
The company will hold a webcast and investor call on Wednesday, July 30^th^ at 4:30pm ET/1:30pm PT to discuss its second quarter earnings announcement and this leadership succession plan.
Access to the conference call is available by clicking on the registration link TTM Technologies, Inc. second quarter 2025 conference call. Registering participants will receive dial in information and a unique PIN to join the call. Participants can register at any time up to the start of the conference call. The conference call will also be simulcast on the company’s website, and can be accessed by clicking on the link TTM Technologies Inc. second quarter 2025 webcast. The webcast will remain accessible for one week following the live event.
About TTM
TTM Technologies, Inc. is a leading global manufacturer of technology solutions, including mission systems, RF components, RF microwave/microelectronic assemblies, and quick-turn and technologically advanced PCBs. TTM stands for time-to-market, representing how TTM’s time-critical, one-stop design, engineering and manufacturing services enable customers to reduce the time required to develop new products and bring them to market. Additional information can be found at www.ttm.com.
Forward-Looking Statements
This release contains forward-looking statements that relate to future events or performance. TTM cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect TTM’s current expectations, and TTM does not undertake to update or revise these forward looking statements, even if experience or future changes make it clear that any projected results expressed or implied in this or other TTM statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond TTM’s control, which could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, general market and economic conditions, including interest rates, currency exchange rates and consumer spending, demand for TTM’s products, market pressures on prices of TTM’s products, warranty claims, changes in product mix, contemplated significant capital expenditures and related financing requirements, TTM’s dependence upon a small number of customers and other factors set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of TTM’s public reports filed with the SEC.
Contact:
Sameer Desai,
Vice President, Corporate Development & Investor Relations
TTM Technologies, Inc.
sameer.desai@ttmtech.com
714-327-3050
Winnie Ng
Vice President, Corporate Marketing
TTM Technologies, Inc.
+852 2660 4287 / +1 714 327 3000
winnie.ng@ttm.com