S-1/A: General form of registration statement for all companies including face-amount certificate companies
Published on September 14, 2000
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 2000
REGISTRATION NO. 333-39906
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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TTM TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
17550 N.E. 67TH COURT
REDMOND, WASHINGTON 98052
(425) 883-7575
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
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STACEY M. PETERSON
CHIEF FINANCIAL OFFICER
17550 N.E. 67TH COURT
REDMOND, WASHINGTON 98052
(425) 883-7575
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
(1) The amount of Securities registered includes any Securities which the
underwriters have the option to purchase to cover over-allotments, if any,
and Securities initially offered or sold outside the United States that may
thereafter be sold or resold in the United States.
(2) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(a) under the Securities Act of 1933.
(3) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This registration statement contains two forms of prospectus front cover
page: (a) one to be used in connection with an offering in the United States and
Canada and (b) one to be used in connection with a concurrent offering outside
of the United States and Canada. The U.S./Canadian prospectus and the
international prospectus are otherwise identical in all respects. The
international version of the front cover page is included immediately before
Part II of this registration statement.
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2000.
[LOGO]
7,500,000 SHARES
COMMON STOCK
TTM Technologies, Inc. is offering 5,625,000 shares of its common stock and
the selling stockholders are selling an additional 1,875,000 shares. This is our
initial public offering and no public market currently exists for our shares. We
have applied to have the shares we are offering approved for quotation on the
Nasdaq National Market under the symbol "TTMI." We anticipate that the initial
public offering price will be between $13.00 and $15.00 per share.
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INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 8.
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THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
TTM Technologies, Inc. and some of its existing shareholders have granted
the underwriters a 30-day option to purchase up to an additional 1,125,000
shares of common stock, of which up to 843,750 will be sold by us and up to
281,250 will be sold by the selling stockholders, to cover over-allotments.
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ROBERTSON STEPHENS
CHASE H&Q
DONALDSON, LUFKIN & JENRETTE
FIRST UNION SECURITIES, INC.
THE DATE OF THIS PROSPECTUS IS , 2000.
COVER ARTWORK
INSIDE FRONT COVER OF PROSPECTUS:
AT TOP LEFT OF PAGE: TTM Technologies, Inc. logo
CAPTION AT TOP RIGHT OF PAGE: "We assist our customers in bringing sophisticated
electronic products to market faster by offering time critical, one-stop
manufacturing services for highly complex printed circuit boards."
PICTURES: Four pictures of circuit boards with end product labels, shown in
clockwise order, (1) a rectangular circuit board labeled "Mobile
Communications," (2) a circular circuit board labeled "Industrial Test
Equipment," (3) a rectangular circuit board labeled "Broadband Networking" and
(4) a rectangular circuit board labeled "Computer Servers."
INSIDE BACK COVER OF PROSPECTUS:
CAPTION AT TOP OF PAGE: "We Employ Advanced Manufacturing Processes to Serve Our
Customers' High Technology Needs"
PICTURES: Six pictures, shown in top to bottom order, (1) TTM employee at work
on a personal computer labeled "Design for Manufacturing," (2) TTM employees at
work in a clean room labeled "Clean Room Photo Imaging," (3) TTM employees at
work in a fabrication facility labeled "Panel Developing and Etching and
Stripping," (4) TTM employee at work in a laboratory room labeled "Optically
Inspecting Circuitry," (5) a laboratory room with laser drilling equipment
labeled "Laser Drilling" and (6) TTM employees at work in a laboratory room
labeled "100% Electrical Test."
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF THE
DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS
OR OF ANY SALE OF THE COMMON STOCK.
UNTIL , 2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS
REQUIREMENT IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
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TABLE OF CONTENTS
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We have applied for trademark protection of TTM Technologies and the TTM
logo. This prospectus contains trademarks and trade names of other companies.
PROSPECTUS SUMMARY
YOU SHOULD READ THE FOLLOWING SUMMARY TOGETHER WITH THE MORE DETAILED
INFORMATION IN THIS PROSPECTUS, INCLUDING RISK FACTORS, REGARDING OUR COMPANY
AND THE COMMON STOCK BEING SOLD IN THIS OFFERING. UNLESS OTHERWISE INDICATED,
INFORMATION STATED ON A PRO FORMA BASIS GIVES EFFECT TO OUR JULY 1999
ACQUISITION OF POWER CIRCUITS AT THE BEGINNING OF THE PERIOD IDENTIFIED.
OUR COMPANY
We provide time-critical, one-stop manufacturing services for highly complex
printed circuit boards. Our printed circuit boards serve as the foundation of
electronic products such as routers, switches, servers, computer memory modules
and communications infrastructure equipment. Our customers include manufacturers
of these electronic products, commonly referred to as original equipment
manufacturers, and their suppliers, commonly referred to as electronic
manufacturing services companies. Our customers primarily serve such rapidly
growing segments of the electronics industry as networking, high-end computing,
including servers, and computer peripherals. Products within these markets have
high levels of complexity and short life cycles as manufacturers continually
develop new and increasingly sophisticated technology. Our name, TTM, stands for
"time-to-market" because our services enable our customers to shorten the time
required to develop new products and introduce them to market.
We provide our customers with a manufacturing solution that encompasses all
stages of an electronic product's life cycle. We utilize a facility
specialization strategy in which we place each order in the facility best suited
for the customer's particular delivery time and volume needs. These facilities
are integrated by using compatible technology and manufacturing processes. Our
strategy allows us to optimize our manufacturing operations and provides for
efficient movement of orders among facilities resulting in faster delivery times
and enhanced product quality and consistency.
Our one-stop manufacturing solution includes quick-turn and standard
delivery time services:
QUICK-TURN SERVICES:
We refer to our rapid turn-around services as "quick-turn" because we
provide custom-designed printed circuit boards to our customers in as little as
24 hours.
- PROTOTYPE PRODUCTION. In the design, testing and launch phase of a new
electronic product's life cycle, our customers typically require limited
quantities of printed circuit boards in a very short period of time. We
satisfy this need by manufacturing prototype printed circuit boards in
quantities of up to 50 boards per order with delivery times ranging from
as little as 24 hours to 10 days.
- RAMP-TO-VOLUME PRODUCTION. After a product has successfully completed the
prototype phase, our customers introduce the product to the market and
require larger quantities of printed circuit boards in a short period of
time. This transition stage between low-volume prototype production and
volume production is known as ramp-to-volume. Our ramp-to-volume services
typically include manufacturing up to several hundred printed circuit
boards per order with delivery times ranging from two to 10 days.
For the year ended December 31, 1999, orders with delivery requirements of
10 days or less represented 32% of our pro forma gross sales and 26% of our
historical gross sales. Ten day or less orders represented a significantly
higher percentage of gross sales for our Santa Ana facility which focuses on
prototype production and new customer development. Pro forma gross sales at this
facility increased by 71% for the first two fiscal quarters 2000, compared with
the same period in the prior year.
STANDARD DELIVERY TIME SERVICES:
- VOLUME PRODUCTION. Following market introduction, a product proceeds to
commercial production in larger quantities with typical industry delivery
times of several weeks. Our volume production services include
manufacturing up to several thousand printed circuit boards per order with
delivery times ranging from three to eight weeks.
1
Our quick-turn services provide us with the opportunity to develop
relationships with customers using our prototype and ramp-to-volume services and
to extend these relationships to include volume production services. During our
involvement in the early stages of product development, we can introduce
customers to our advanced manufacturing process and technology expertise,
thereby increasing our ability to capture our customers' higher complexity
volume production business.
Key aspects of our solution include:
- TIME-TO-MARKET FOCUSED SERVICES: We deliver highly complex printed circuit
boards to customers in as little as 24 hours. This rapid delivery service
enables original equipment manufacturers to develop sophisticated
electronic products quickly and shorten the products' time-to-market
introduction;
- STRONG PROCESS AND TECHNOLOGY EXPERTISE: We deliver time-critical, highly
complex manufacturing services through our manufacturing process and
technology expertise. In 1999, 47% of our pro forma gross sales and 48% of
our historical gross sales involved the manufacture of printed circuit
boards with at least eight layers, an industry accepted measure of
complexity. This amount increased to 52% of our gross sales for the first
two fiscal quarters 2000. In addition, many of our lower layer count
boards are complex as a result of the incorporation of other
technologically advanced features; and
- ONE-STOP MANUFACTURING SOLUTION: We provide a one-stop manufacturing
solution to our customers through our specialized facilities, each of
which focuses on a different stage of an electronic product's life cycle.
Our diverse customer base consisted of over 400 customers as of
December 31, 1999. In 1999, our top seven original equipment manufacturer
customers were ATL Ultrasound, Ciena, Compaq, General Electric, Motorola, NEC
and Radisys and our top five electronic manufacturing services customers were
ACT Manufacturing, Celestica, ETMA, K*TEC and Solectron.
OUR STRATEGY
Our goal is to be the leading provider of technologically advanced,
time-critical, one-stop manufacturing services for highly complex printed
circuit boards. Key aspects of our strategy include:
- Targeting additional customers in the high-growth markets we currently
serve as well as providers of next-generation technology, including
broadband technologies such as optical networking, digital subscriber
lines and wireless applications, and data storage technologies such as
storage area networks;
- Further expanding our quick-turn manufacturing capacity to serve our
customers' increasing quick-turn demands and the requirements of new
customers;
- Capitalizing on our quick-turn services to capture subsequent volume
production opportunities;
- Continuing to improve our technological capabilities and manufacturing
process expertise to further reduce delivery times, improve quality,
increase yields and decrease costs; and
- Pursuing complementary acquisition opportunities to enhance our
competitive position by strengthening our service offering and expanding
our customer base.
ACQUISITION OF POWER CIRCUITS
In July 1999, we acquired Power Circuits, a printed circuit board
manufacturer located in Santa Ana, California. In this acquisition we gained
engineering and process expertise tailored specifically to manufacturing printed
circuit boards for the quick-turn market and significantly diversified our
customer base and end-markets.
2
OUR ADDRESS
We were incorporated in Washington in March 1978 as Pacific Circuits, Inc.
and changed our name to TTM Technologies, Inc. in December 1999. Our principal
executive offices are located at 17550 N.E. 67th Court, Redmond, Washington
98052, and our telephone number at that address is (425) 883-7575.
THE OFFERING
The above information is based on 29,925,000 shares outstanding as of
July 3, 2000 and excludes:
- 2,610,460 shares issuable upon exercise of options outstanding under our
management stock option plan at a weighted average exercise price of $2.69
per share;
- 767,220 shares issuable upon exercise of warrants outstanding at a
weighted average exercise price of $.000026 per share;
- a total of 3,389,540 shares available for future issuance under our two
stock plans, excluding the annual increases in the number of shares
authorized under each plan beginning January 1, 2001. See
"Management--Incentive Plans" for a description of how these annual
increases are determined; and
- shares, having an aggregate fair market value of $1.2 million, to be
granted to our employees under our 2000 Equity Compensation Plan. Based on
an assumed initial public offering price of $14.00 per share, we expect to
grant an aggregate of 85,714 shares.
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Unless otherwise indicated, the information in this prospectus:
- assumes the underwriters will not exercise their option to purchase
1,125,000 additional shares after the closing of this offering; and
- gives effect to a 380-for-one stock split, which we will complete
immediately prior to the completion of this offering.
3
SUMMARY HISTORICAL FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table sets forth a summary of our historical consolidated
financial data for the periods presented. You should read this data along with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements and related notes included
elsewhere in this prospectus.
We acquired Power Circuits on July 14, 1999. Our historical consolidated
statement of income data includes the operating results of Power Circuits since
the acquisition date. You should read our "Summary Pro Forma and Supplemental
Pro Forma Financial Data" on pages 6 and 7 which is presented to give effect to
the acquisition and use of proceeds from this offering.
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(1) Amortization of deferred retention bonus relates to a retention bonus plan
that we implemented as part of our leveraged recapitalization in December
1998. In connection with this offering, we intend to pay out $10.8 million
to participants in order to eliminate our obligations under this plan.
(2) Prior to December 15, 1998, we had made an S corporation election for income
tax purposes to include our taxable income in our stockholders' taxable
income. If we had been taxed as a C corporation, assuming an effective
federal statutory tax rate of 34%, our income tax expense would have been
$3.4 million in 1997 and $2.9 million in 1998 and our net income would have
been $6.6 million in 1997 and $5.5 million in 1998. We were not subject to
state income taxes in 1997 and 1998 because we only operated in Washington
state, a state that does not impose a state income tax.
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The following sets forth our consolidated balance sheet data as of July 3,
2000 on a historical basis and on an as adjusted basis. The as adjusted data
gives effect to the offering at an assumed initial public offering price of
$14.00, after deducting the underwriting discounts and commissions and estimated
offering expenses payable by us, and our receipt and application of the
$71.7 million of net proceeds we will receive from this offering. The as
adjusted data reflects a $5.4 million increase to equity which we expect to
record in net income in the fiscal quarter in which this offering is completed
as a result of non-recurring items generated from the use of our net proceeds
from this offering. See "Capitalization" for a description of these items.
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(1) EBITDA means earnings before interest expense (including amortization of
debt issuance costs), income taxes, depreciation and amortization. EBITDA is
presented because we believe it is an indicator of our ability to incur and
service debt and is used by our lenders in determining compliance with
financial covenants. However, EBITDA should not be considered as an
alternative to cash flows from operating activities, as a measure of
liquidity or as an alternative to net income as a measure of operating
results in accordance with accounting principles generally accepted in the
United States. Our definition of EBITDA may differ from definitions used by
other companies.
5
SUMMARY PRO FORMA AND SUPPLEMENTAL PRO FORMA FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
The following summary pro forma financial data for the 1999 periods gives
effect to our acquisition of Power Circuits as if it had occurred on January 1,
1999. You should read this data along with the "Unaudited Pro Forma Condensed
Consolidated Financial Data" and related notes included elsewhere in this
prospectus.
The following summary supplemental pro forma financial data reflects the pro
forma financial data for the 1999 periods and the actual historical financial
data for the first two fiscal quarters 2000, adjusted to give effect to the
application of our estimated net proceeds of $71.7 million from this offering as
described in "Use of Proceeds" as if these events had occurred at the beginning
of each period. Our supplemental pro forma income statement data for each period
has been adjusted to reflect:
- a reduction in interest expense;
- a reduction in the amortization of debt issuance costs;
- the elimination of the deferred retention bonus plan expense;
- the elimination of management fees; and
- the income tax effect of the above adjustments.
You should read the supplemental pro forma financial data along with the
"Unaudited Supplemental Pro Forma Condensed Consolidated Financial Data" and
related notes included elsewhere in this prospectus. Upon completion of this
offering we intend to amend and restate our senior credit facility, which will
result in the write-off of a significant portion of the remaining debt issuance
costs related to our senior credit facility. However, this transaction has not
been given pro forma effect in the following financial data.
The summary pro forma and supplemental pro forma financial data is not
necessarily indicative of what our results of operations would have been had
such transactions occurred at the beginning of the applicable period. Also, the
supplemental pro forma financial data does not include a non-recurring increase
to net income of $5.4 million which is described in more detail in
"Capitalization."
6
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(1) Amortization of deferred retention bonus relates to a retention bonus plan
that we implemented as part of our leveraged recapitalization in December
1998. In connection with this offering, we intend to pay out $10.8 million
to participants in order to eliminate our obligations under this plan.
(2) EBITDA means earnings before interest expense (including amortization of
debt issuance costs), income taxes, depreciation and amortization. EBITDA is
presented because we believe it is an indicator of our ability to incur and
service debt and is used by our lenders in determining compliance with
financial covenants. However, EBITDA should not be considered as an
alternative to cash flows from operating activities, as a measure of
liquidity or as an alternative to net income as a measure of operating
results in accordance with accounting principles generally accepted in the
United States. Because of the subjectivity inherent in the assumptions
concerning the timing and nature of the uses of cash generated by the pro
forma interest and other expenses, cash flows from operating, investing and
financing activities are not presented for the pro forma and supplemental
pro forma periods. Our definition of EBITDA may differ from definitions used
by other companies.
7
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW IN ANALYZING AN
INVESTMENT IN OUR COMMON STOCK. IF ANY OF THE EVENTS DESCRIBED BELOW OCCURS, OUR
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD LIKELY SUFFER, THE
TRADING PRICE OF OUR COMMON STOCK COULD FALL AND YOU COULD LOSE ALL OR PART OF
THE MONEY YOU PAID FOR OUR COMMON STOCK.
RISKS RELATED TO OUR COMPANY
WE ARE HEAVILY DEPENDENT UPON THE ELECTRONICS INDUSTRY, AND EXCESS CAPACITY OR
DECREASED DEMAND FOR PRODUCTS PRODUCED BY THIS INDUSTRY COULD RESULT IN
INCREASED PRICE COMPETITION AS WELL AS A DECREASE IN OUR GROSS MARGINS AND UNIT
VOLUME SALES.
Our business is heavily dependent on the electronics industry. A majority of
our revenues are generated from the networking, high-end computing and computer
peripherals segments of the electronics industry, which is characterized by
intense competition, relatively short product life-cycles and significant
fluctuations in product demand. Furthermore, these segments are subject to
economic cycles and have experienced in the past, and are likely to experience
in the future, recessionary periods. A recession or any other event leading to
excess capacity or a downturn in these segments of the electronics industry
could result in intensified price competition as well as a decrease in our gross
margins and unit volume sales.
IF WE ARE UNABLE TO RESPOND TO RAPID TECHNOLOGICAL CHANGE AND PROCESS
DEVELOPMENT, WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY.
The market for our products is characterized by rapidly changing technology
and continual implementation of new production processes. The future success of
our business will depend in large part upon our ability to maintain and enhance
our technological capabilities, to develop and market products that meet
changing customer needs and to successfully anticipate or respond to
technological changes on a cost-effective and timely basis. We expect that the
investment necessary to maintain our technological position will increase as
customers make demands for products and services requiring more advanced
technology on a quicker turnaround basis. We may not be able to borrow
additional funds in order to respond to technological changes as quickly as our
competitors.
In addition, the printed circuit board industry could encounter competition
from new or revised manufacturing and production technologies that render
existing manufacturing and production technology less competitive or obsolete.
We may not respond effectively to the technological requirements of the changing
market. If we need new technologies and equipment to remain competitive, the
development, acquisition and implementation of those technologies and equipment
may require us to make significant capital investments.
WE ARE DEPENDENT UPON A SMALL NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR NET
SALES, AND A DECLINE IN SALES TO MAJOR CUSTOMERS COULD HARM OUR RESULTS OF
OPERATIONS.
A small number of customers is responsible for a significant portion of our
net sales. Solectron accounted for 16.9% of our pro forma net sales and 19.4% of
our historical net sales in 1999 and 16.0% of our net sales for the first two
fiscal quarters 2000. Sales to Compaq, including sales to Compaq-directed
electronic manufacturing services providers, accounted for 15.3% of our pro
forma net sales and 16.7% of our historical net sales in 1999 and 15.3% of our
net sales for the first two fiscal quarters 2000. Our 10 largest customers
accounted for approximately 62.3% of our pro forma net sales and 68.4% of our
historical net sales in 1999 and 56.5% of our net sales for the first two fiscal
quarters 2000. Our principal customers may not continue to purchase products
from us at past levels and we expect a significant portion of our net sales will
continue to be generated by a small number of customers.
8
Our customer concentration could increase or decrease depending on future
customer requirements, which will depend in large part on market conditions in
the electronics industry segments in which our customers participate. The loss
of one or more major customers or a decline in sales to our major customers
could significantly harm our business and results of operations and lead to
declines in the price of our common stock. In addition, we generate significant
accounts receivable in connection with providing services to our customers. If
one or more of our significant customers were to become insolvent or were
otherwise unable to pay for the services provided by us, our results of
operations would be harmed.
OUR RESULTS OF OPERATIONS ARE SUBJECT TO FLUCTUATIONS AND SEASONALITY, AND
BECAUSE MANY OF OUR OPERATING COSTS ARE FIXED, EVEN SMALL REVENUE SHORTFALLS
WOULD DECREASE OUR GROSS MARGINS AND POTENTIALLY CAUSE OUR STOCK PRICE TO
DECLINE.
Our results of operations vary for a variety of reasons, including:
- timing of orders from and shipments to major customers;
- the levels at which we utilize our manufacturing capacity;
- changes in the pricing of our products or those of our competitors;
- changes in our mix of revenues generated from quick-turn versus standard
lead time production;
- expenditures or write-offs related to acquisitions; and
- expenses relating to expanding existing manufacturing facilities.
A significant portion of our operating expenses are relatively fixed in
nature and planned expenditures are based in part on anticipated orders.
Accordingly, even a relatively small revenue shortfall would decrease our gross
margins. In addition, we have historically experienced lower sales in our second
and third fiscal quarters due to patterns in the capital budgeting and
purchasing cycles of our customers and our end-markets served. In particular,
the seasonality of the computer industry impacts the overall printed circuit
board industry. These seasonal trends have caused fluctuations in our quarterly
operating results in the past and may continue to do so in the future. Results
of operations in any period should not be considered indicative of the results
to be expected for any future period. In addition, our future quarterly
operating results may fluctuate and may not meet the expectations of securities
analysts or investors. If this occurs, the price of our common stock would
likely decline.
WE HAVE EXPERIENCED BREAK-EVEN RESULTS OR NET LOSSES FOR THREE OF THE LAST SIX
FISCAL QUARTERS, AND WE MAY NOT BE ABLE TO MAINTAIN PROFITABILITY IN THE FUTURE.
We have experienced break-even results or net losses for three of the last
six fiscal quarters primarily due to interest expense and the write-off of debt
issuance costs resulting from our leveraged condition. In addition, we had an
accumulated deficit of $17.8 million as of July 3, 2000. We may not be able to
remain profitable in the future, particularly if we incur more debt, and if we
are not able to remain profitable, the market price for our common stock may
decline, perhaps substantially.
9
BECAUSE WE SELL ON A PURCHASE ORDER BASIS, WE ARE SUBJECT TO UNCERTAINTIES AND
VARIABILITY IN DEMAND BY OUR CUSTOMERS, WHICH COULD DECREASE REVENUES AND
NEGATIVELY IMPACT OUR OPERATING RESULTS.
We sell to customers on a purchase order basis rather than pursuant to
long-term contracts and, consequently, our net sales are subject to short-term
variability in demand by our customers. Customers submitting a purchase order
may cancel, reduce or delay their order for a variety of reasons. The level and
timing of orders placed by our customers vary due to:
- customer attempts to manage inventory;
- changes in customers' manufacturing strategies, such as a decision by a
customer to either diversify or consolidate the number of printed circuit
board manufacturers used or to manufacture their own products internally;
and
- variation in demand for our customers' products.
Significant or numerous terminations, reductions or delays in our customers'
orders could negatively impact our operating results.
OUR INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND THE
RESTRICTIONS IMPOSED BY THE TERMS OF OUR DEBT INSTRUMENTS MAY SEVERELY LIMIT OUR
ABILITY TO PLAN FOR OR RESPOND TO CHANGES IN OUR BUSINESS.
As of July 3, 2000, on an as adjusted basis giving effect to the use of
proceeds from this offering to repay some of our debt, our total debt would have
been $70.9 million, our ratio of total debt to total capitalization would have
been 0.73 to 1, and we would have had approximately $15.0 million available
under our senior credit facility for future borrowings subject to covenant
compliance. In addition, subject to the restrictions under our various debt
agreements, we may incur additional indebtedness in an unrestricted amount from
time to time to finance acquisitions or capital expenditures or for other
purposes.
Our level of debt could have negative consequences. For example, it could:
- require us to dedicate a substantial portion of our cash flow from
operations to repayment of debt, limiting the availability of cash for
other purposes;
- increase our vulnerability to adverse general economic conditions by
making it more difficult to borrow additional funds to maintain our
operations if we suffer revenue shortfalls;
- hinder our flexibility in planning for, or reacting to, changes in our
business and industry by preventing us from borrowing money to upgrade our
equipment or facilities; and
- limit or impair our ability to obtain additional financing in the future
for working capital, capital expenditures, acquisitions or general
corporate purposes.
IF WE EXPERIENCE EXCESS CAPACITY DUE TO VARIABILITY IN CUSTOMER DEMAND, OUR
GROSS MARGINS MAY FALL.
We generally schedule our quick-turn production facilities at less than full
capacity to retain our ability to respond to unexpected additional quick-turn
orders. However, if these orders are not made, we may forego some production and
could experience excess capacity. When we experience excess capacity, our sales
revenues may be insufficient to fully cover our fixed overhead expenses and our
gross margins will fall. Conversely, we may not be able to capture all potential
revenue in a given period if our customers' demands for quick-turn services
exceed our capacity during that period.
10
WE MAY EXPAND OUR BUSINESS INTO NEW PRODUCTS AND SERVICES AND MAY NOT BE ABLE TO
COMPETE EFFECTIVELY WITH OTHER COMPANIES WHO HAVE BEEN IN THESE BUSINESSES
LONGER THAN WE HAVE.
In the future, we may broaden our service offering by providing new products
and services. If we do this, we will likely compete with companies that have
substantially greater financial and manufacturing resources than we have and who
have been providing these services longer than we have. We may not be able to
successfully compete on this basis with more established competitors.
IN JULY 1999, WE EXPANDED OUR OPERATIONS THROUGH AN ACQUISITION AND WE MAY HAVE
TROUBLE INTEGRATING THIS OR ANY FUTURE ACQUISITIONS IN EXPANDING OUR BUSINESS.
We consummated our acquisition of Power Circuits in July 1999. We have a
limited history of owning and operating our businesses on a consolidated basis.
We may not be able to meet performance expectations or successfully integrate
our acquired businesses on a timely basis without disrupting the quality and
reliability of service to our customers or diverting management resources.
To manage the expansion of our operations and any future growth, we will be
required to:
- improve existing and implement new operational, financial and management
information controls, reporting systems and procedures;
- hire, train and manage additional qualified personnel;
- expand our direct and indirect sales channels; and
- effectively transition our relationships with our customers, suppliers and
partners to operations under our TTM brand.
In particular, we expect to implement a new financial and accounting
management information system at our Santa Ana facility during the next six
months. We may not be able to link this management information and control
system in an efficient and timely manner with the financial and accounting
management information system at our two other facilities.
As part of our business strategy, we expect that we will continue to grow by
pursuing acquisitions, assets or product lines that complement or expand our
existing business. We currently have no commitments or agreements to acquire any
business. Our existing credit facilities restrict our ability to acquire the
assets or business of other companies and will accordingly require us to obtain
the consent of our lenders and could require us to pay significant fees in order
to consummate such acquisitions. Consequently, we may not be able to identify
suitable acquisition candidates or to finance and complete transactions that we
select.
Our acquisition of companies and businesses and expansion of operations
involve risks, including the following:
- the potential inability to identify the company best suited to our
company's business plan;
- the potential inability to successfully integrate acquired operations and
businesses or to realize anticipated synergies, economics of scale or
other expected value;
- difficulties in managing production and coordinating operations at new
sites;
- the potential need to restructure, modify or terminate customer
relationships of the acquired company; and
- loss of key employees of acquired operations.
In addition, future acquisitions may result in dilutive issuances of equity
securities, the incurrence of additional debt, large one-time write-offs and the
creation of goodwill or other intangible assets that could result in
amortization expense.
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IF WE WERE TO INCREASE OUR AMORTIZATION OF INTANGIBLE ASSETS AS A RESULT OF
ADDITIONAL ACQUISITIONS, OUR EARNINGS WOULD DECREASE. SIMILARLY, IF WE WERE TO
REVALUE OUR EXISTING INTANGIBLE ASSETS DOWNWARD, OUR OPERATING RESULTS WOULD BE
HARMED.
As of July 3, 2000, our consolidated balance sheet reflected $85.5 million
of intangible assets, a substantial portion of our total assets at such date.
Intangible assets consist of goodwill and other identifiable intangibles
relating to our acquisition of Power Circuits. Our intangible assets may
increase in future periods if we consummate other acquisitions. Amortization of
these additional intangibles would, in turn, have a negative impact on earnings.
In addition, we continuously evaluate whether events and circumstances have
occurred that indicate the remaining balance of intangible assets may not be
recoverable. When factors indicate that assets should be evaluated for possible
impairment, we may be required to reduce the carrying value of our intangible
assets, which could harm our results during the periods in which such a
reduction is recognized.
COMPETITION IN THE PRINTED CIRCUIT BOARD MARKET IS INTENSE, AND IF WE ARE UNABLE
TO COMPETE EFFECTIVELY, THE DEMAND FOR OUR PRODUCTS MAY BE REDUCED.
The printed circuit board industry is intensely competitive, highly
fragmented and rapidly changing. We expect competition to continue, which could
result in price reductions, reduced gross margins and loss of market share. Our
principal competitors include: DDi; Hadco, which recently was acquired by
Sanmina; Merix; and Tyco. In addition, new and emerging technologies may result
in new competitors entering our market.
Many of our competitors and potential competitors have a number of
significant advantages over us, including:
- greater financial and manufacturing resources that can be devoted to the
development, production and sale of their products;
- more established and broader sales and marketing channels;
- more manufacturing facilities worldwide, some of which are closer in
proximity to original equipment manufacturers;
- manufacturing facilities which are located in countries with lower
production costs; and
- greater name recognition.
In addition, these competitors may respond more quickly to new or emerging
technologies, or may adapt more quickly to changes in customer requirements and
may devote greater resources to the development, promotion and sale of their
products than we do. We must continually develop improved manufacturing
processes to meet our customers' needs for complex products, and our
manufacturing process technology is generally not subject to significant
proprietary protection. Furthermore, increased production capacity by our
competitors can result in an excess supply of printed circuit boards, which
could also lead to price reductions. During recessionary periods in the
electronics industry, our competitive advantages in the areas of providing
quick-turn services, an integrated manufacturing solution and responsive
customer service may be of reduced importance to our customers who may become
more price sensitive. This may force us to compete more on the basis of price
and cause our margins to decline. Recently, internet-based auctions have
developed as a channel for the sale of printed circuit boards; if these auctions
further develop as a channel for printed circuit boards purchasing, our
customers' price sensitivity could intensify.
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WE COMPETE AGAINST MANUFACTURERS IN ASIA WHERE PRODUCTION COSTS ARE LOWER. THESE
COMPETITORS MAY GAIN MARKET SHARE IN OUR MARKET SEGMENT FOR HIGHER TECHNOLOGY
PRINTED CIRCUIT BOARDS, WHICH MAY HAVE AN ADVERSE EFFECT ON THE PRICING OF OUR
PRODUCTS.
We may be at a competitive disadvantage with respect to price for volume
production when compared to manufacturers with lower cost facilities in Asia and
other locations. We believe price competition from printed circuit board
manufacturers in Asia and other locations with lower production costs may play
an increasing role in the market for volume production. We do not currently have
offshore facilities in lower cost locations, such as Asia. While historically
our competitors in these locations have produced less technologically advanced
printed circuit boards, they continue to expand their technology to include
higher technology printed circuit boards. In addition, fluctuations in foreign
currency exchange rates may benefit these offshore competitors. As a result,
these competitors may gain market share in the market for higher technology
printed circuit boards, which may force us to lower our prices, reducing our
gross profit.
WE RELY ON SUPPLIERS FOR THE RAW MATERIALS USED IN MANUFACTURING OUR PRINTED
CIRCUIT BOARDS, AND AN INCREASE IN INDUSTRY DEMAND FOR THESE RAW MATERIALS MAY
INCREASE THE PRICE OF THESE RAW MATERIALS AND REDUCE OUR GROSS MARGINS.
To manufacture our printed circuit boards, we use raw materials such as
laminated layers of fiberglass, copper foil and chemical solutions which we
order from our suppliers. Although we have preferred suppliers for most of our
raw materials, the materials we use are generally readily available in the open
market and numerous other potential suppliers exist. However, from time to time
manufacturers of products that also use these raw materials increase their
demand for these materials and, as a result, the prices of these materials
increase. During these periods of increased demand, our gross margins decrease
as we have to pay more for our raw materials.
THE INCREASING PROMINENCE OF ELECTRONIC MANUFACTURING SERVICES PROVIDERS IN THE
PRINTED CIRCUIT BOARD INDUSTRY COULD REDUCE OUR POTENTIAL SALES AND CUSTOMERS.
For the first two fiscal quarters 2000, approximately 29% of our net sales
were to electronic manufacturing services providers. Electronic manufacturing
services providers supply electronic product assembly services to original
equipment manufacturers, and in recent years, some electronic manufacturing
services providers have acquired the ability to directly manufacture printed
circuit boards. To date, two of our electronic manufacturing services customers
have acquired internal printed circuit board manufacturing capacity. For the
first two fiscal quarters 2000, these two customers together represented less
than 7% of our net sales. If a significant number of our other electronic
manufacturing services customers were to acquire the ability to directly
manufacture printed circuit boards, our customer bases may shrink and our
business and net sales may decline substantially. In addition, if any of our
original equipment manufacturer customers outsource the production of printed
circuit boards to these electronic manufacturing services providers, our
business and results of operations may also suffer.
OUR MANUFACTURING PROCESS DEPENDS ON THE COLLECTIVE INDUSTRY EXPERIENCE OF OUR
EMPLOYEES IN OUR INDUSTRY. IF THESE EMPLOYEES WERE TO LEAVE US AND TAKE THIS
KNOWLEDGE WITH THEM, OUR MANUFACTURING PROCESS MAY SUFFER AND WE MAY NOT BE ABLE
TO COMPETE EFFECTIVELY.
We have no patent or trade secret protection for our manufacturing process,
but instead rely on the collective experience of our employees in the
manufacturing process to ensure we continuously evaluate and adopt new
technologies in our industry. Although we are not dependent on any one employee
or a small number of employees, if a significant number of our employees
involved in our manufacturing process were to leave our employment and we were
not able to replace these people with new employees with comparable experience,
our manufacturing process may suffer as we may be
13
unable to keep up with innovations in the industry. As a result, we may not be
able to continue to compete effectively.
WE MAY BE EXPOSED TO INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS BY THIRD PARTIES
WHICH COULD BE COSTLY TO DEFEND, COULD DIVERT MANAGEMENT'S ATTENTION AND
RESOURCES AND, IF SUCCESSFUL, COULD RESULT IN LIABILITY.
We could be subject to legal proceedings and claims for alleged infringement
by us of third party proprietary rights, such as patents, from time to time in
the ordinary course of business. For example, we were recently informed that our
use in the past of a chemical solution in our manufacturing process may have
infringed upon the intellectual property rights of the holder of the patent of
the chemical solution. Although no legal action has been taken against us, any
claims relating to this alleged infringement, even if not meritorious, could
result in costly litigation and divert management's attention and resources. In
addition, if we are unsuccessful in disputing this assertion, we could be
required to pay royalties or damages for our past use of the chemical solution.
We no longer use the chemical solution in our manufacturing process.
IF THE PUBLIC CONFUSES US WITH SIMILARLY NAMED COMPANIES, OUR BUSINESS COULD
SUFFER.
It is possible that other companies will adopt trade names similar to ours
which would impede our ability to build brand identity and possibly lead to
customer confusion. Although we have applied for trademark protection of TTM
Technologies, we have not yet received this trademark protection. We are aware
of at least one other company using "Pacific Circuits" as part of its corporate
name and of another company using "TTM Technologies" as part of its corporate
name. This may cause confusion as to the source, quality and dependability of
our product which may, in turn, dilute our brand name and harm our reputation.
OUR BUSINESS MAY SUFFER IF ANY OF OUR KEY SENIOR EXECUTIVES DISCONTINUES
EMPLOYMENT WITH US OR IF WE ARE UNABLE TO RECRUIT AND RETAIN HIGHLY SKILLED
ENGINEERING AND SALES STAFF.
Our future success depends to a large extent on the services of our key
managerial employees, particularly Kent Alder, our chief executive officer.
Although we have entered into employment agreements with Mr. Alder and other
executive officers, we may not be able to retain our executive officers and key
personnel or attract additional qualified management in the future. To
facilitate our integration of Power Circuits, we entered into transition-related
employment agreements with the president and vice-president of our Santa Ana
facility. These agreements expire at the end of 2000 and may not be renewed. If
these individuals do not continue their employment, we may not be able to
replace them with qualified personnel. Our business also depends on our
continuing ability to recruit, train and retain highly qualified employees,
particularly engineering and sales and marketing personnel. The competition for
these employees is intense and the loss of these employees could harm our
business. In addition, it may be difficult and costly for us to retain hourly
skilled employees, particularly in our Burlington, Washington facility, where
there is a shortage of skilled labor. Further, our ability to successfully
integrate acquired companies depends in part on our ability to retain key
management and existing employees at the time of the acquisition.
OUR MANAGEMENT TEAM HAS ONLY BEEN WORKING TOGETHER AS A COMBINED UNIT SINCE OUR
POWER CIRCUITS ACQUISITION IN JULY 1999, WHICH MAY MAKE IT MORE DIFFICULT TO
CONDUCT AND GROW OUR BUSINESS.
Our management team has only been working together as a combined unit since
the acquisition of Power Circuits in July 1999. In addition, our chief financial
officer has been employed by us since February 2000 and our vice president of
sales has been employed by us since March 2000. If our management team cannot
successfully work together, we may not be able to execute our business strategy
successfully or compete effectively. Any failure to manage our expansion
effectively could harm our business.
14
PRODUCTS WE MANUFACTURE MAY CONTAIN DESIGN OR MANUFACTURING DEFECTS, WHICH COULD
RESULT IN REDUCED DEMAND FOR OUR SERVICES AND LIABILITY CLAIMS AGAINST US.
We manufacture products to our customers' specifications, which are highly
complex and may contain design or manufacturing errors or failures despite our
quality control and quality assurance efforts. Defects in the products we
manufacture, whether caused by a design, manufacturing or component failure or
error, may result in delayed shipments, customer dissatisfaction, or a reduction
or cancellation of purchase orders. If these defects occur either in large
quantities or too frequently, our business reputation may be impaired. Since our
products are used in products that are integral to our customers' businesses,
errors, defects or other performance problems could result in financial or other
damages to our customers, which we may be legally required to compensate them
for. Although our purchase orders generally contain provisions designed to limit
our exposure to product liability claims, existing or future laws or unfavorable
judicial decisions could negate these limitation of liability provisions.
Product liability litigation against us, even if it were unsuccessful, would be
time consuming and costly to defend.
OUR FAILURE TO COMPLY WITH THE REQUIREMENTS OF ENVIRONMENTAL LAWS COULD RESULT
IN FINES AND REVOCATION OF PERMITS NECESSARY TO OUR MANUFACTURING PROCESSES.
Our operations are regulated under a number of federal, state and foreign
environmental and safety laws and regulations that govern, among other things,
the discharge of hazardous materials into the air and water, as well as the
handling, storage and disposal of such materials. These laws and regulations
include the Clean Air Act, the Clean Water Act, the Resource Conservation and
Recovery Act, and the Comprehensive Environmental Response, Compensation and
Liability Act, as well as analogous state and foreign laws. Compliance with
these environmental laws is a major consideration for us because our
manufacturing process uses and generates materials classified as hazardous such
as ammoniacal etching solutions, copper and nickel. In addition, because we use
hazardous materials and generate hazardous wastes in our manufacturing
processes, we may be subject to potential financial liability for costs
associated with the investigation and remediation of our own sites, or sites at
which we have arranged for the disposal of hazardous wastes, if such sites
become contaminated. Even if we fully comply with applicable environmental laws
and are not directly at fault for the contamination, we may still be liable. The
wastes we generate include spent ammoniacal etching solutions, solder stripping
solutions and hydrochloric acid solution containing palladium; waste water which
contains heavy metals, acids, cleaners and conditioners; and filter cake from
equipment used for on-site waste treatment. We believe that our operations
substantially comply with all applicable environmental laws. However, any
material violations of environmental laws by us could subject us to revocation
of our effluent discharge permits. Any such revocations could require us to
cease or limit production at one or more of our facilities, negatively impacting
our revenues and causing our common stock price to decline. Even if we
ultimately prevail, environmental lawsuits against us would be time consuming
and costly to defend.
Environmental laws could also become more stringent over time, imposing
greater compliance costs and increasing risks and penalties associated with
violation. We operate in environmentally sensitive locations and we are subject
to potentially conflicting and changing regulatory agendas of political,
business and environmental groups. Changes or restrictions on discharge limits,
emissions levels, material storage, handling or disposal might require a high
level of unplanned capital investment and/or relocation. It is possible that
environmental compliance costs and penalties from new or existing regulations
may harm our business, financial condition and results of operations.
15
OUR BURLINGTON FACILITY USES A WASTEWATER-TREATMENT FACILITY OPERATED BY THE
PORT OF SKAGIT COUNTY THAT DOES NOT COMPLY WITH NEW ENVIRONMENTAL REGULATIONS.
IF THE PORT IS UNABLE TO COMPLY WITH THE NEW REGULATIONS BY DECEMBER 2000, THE
FACILITY COULD BE SHUT DOWN, RESULTING IN A HALT OF OUR MANUFACTURING OPERATIONS
AT THIS FACILITY, OR MORE LIKELY, WE COULD INCUR INCREASED COSTS IF THE FACILITY
NEEDS TO BE MODIFIED.
Our Burlington, Washington, facility uses a wastewater-treatment facility
that operates under an agreement between the City of Burlington and Port of
Skagit County which expires in December 2000. The City has informed the Port
that its facility does not comply with new wastewater-treatment regulations. The
dispute between the City and the Port has entered litigation and may not be
resolved prior to the expiration of the existing operating agreement in December
2000. If the agreement is not extended beyond December 2000, the facility could
be shut down, resulting in a halt of manufacturing operations at our Burlington
facility until the City and the Port reach an agreement or a court order is
issued. Although we do not believe a shut-down is likely, if the facility were
to be shut down, our operations would be harmed. Our Burlington facility
accounted for 33.6% of our total revenues for the first two fiscal quarters of
2000. In addition, if the Port needs to incur expenses to modify the facility to
comply with the new regulations, the Port may increase our fees to use the
facility, which could affect our gross margin.
OUR MAJOR STOCKHOLDER WILL CONTINUE TO HAVE SIGNIFICANT INFLUENCE OVER OUR
BUSINESS AFTER THIS OFFERING, AND COULD DELAY, DETER OR PREVENT A CHANGE OF
CONTROL OR OTHER BUSINESS COMBINATION.
Upon completion of this offering, Circuit Holdings will hold approximately
54.2% of our outstanding stock, or 52.2% if the underwriters' option to purchase
additional shares is exercised in full. Thayer Capital Partners controls three
entities which together will own 60.0% of Circuit Holdings and beneficially own
63.1% of our shares upon completion of this offering. We anticipate that two of
our five directors on our board following this offering will be representatives
of Thayer Capital Partners. Although Thayer Capital does not own any interests
in our competitors, the interests of Thayer Capital Partners may not always
coincide with our interests or those of our other stockholders, particularly if
Thayer Capital decided to sell its controlling interest in us. By virtue of its
stock ownership and board representation, Thayer Capital Partners will continue
to have a significant influence over all matters submitted to our board and our
stockholders, including the election of our directors, and will be able to
exercise significant control over our business, policies and affairs. Through
its concentration of voting power, Thayer Capital Partners could cause us to
take actions that we would not consider absent its influence, or could delay,
deter or prevent a change of control of our company or other business
combination that might otherwise be beneficial to our public stockholders.
In addition, Thayer Capital Partners has historically worked closely with
Brockway Moran & Partners, Inc. in managing our company and in structuring our
leveraged recapitalization and acquisition of Power Circuits. Brockway Moran &
Partners Fund, L.P., owns the remaining 40% of Circuit Holdings. In addition, we
anticipate that two of our five directors following this offering will be
representatives of Brockway Moran & Partners. Although there is no legal
agreement requiring Thayer Capital Partners and Brockway Moran & Partners to
vote their shares together or for their representatives on our board to vote
together, given their relationship in the past these two entities may continue
to work together, in which case they would control our board and exercise voting
control over 69.0% of our shares.
RISKS RELATED TO THIS OFFERING
WE EXPECT TO USE A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF THIS OFFERING TO
REPAY INDEBTEDNESS AND, AS A RESULT, WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL
AND LIQUIDITY REQUIREMENTS.
We expect to use substantially all of the net proceeds that we receive to
repay indebtedness and other long-term obligations. As a result, only a limited
portion of the net proceeds will be available to
16
fund our future operations. We expect that our principal sources of funds
following this offering will be cash generated from our operating activities and
borrowing capacity remaining under our existing credit facilities.
We believe that these funds will provide us with sufficient liquidity and
capital resources for us to meet our current and future financial obligations,
as well as to provide funds for our working capital, capital expenditures and
other needs, for at least 12 months following this offering. Despite our
expectations, however, we may require additional equity or debt financing to
meet our working capital requirements. This financing may not be available when
required or, may be available only on terms unsatisfactory to us. In addition,
our existing credit facilities impose restrictions on our ability to incur more
debt. Further, if we issue equity securities, the ownership percentage of our
stockholders will be reduced, and the new equity securities may have rights
senior to those of the common stock to be issued in this offering.
OUR STOCK PRICE MAY BE VOLATILE AND OUR STOCK MAY BE THINLY TRADED, WHICH COULD
CAUSE INVESTORS TO LOSE ALL OR PART OF THEIR INVESTMENTS IN OUR STOCK.
The stock market has recently experienced volatility which has often been
unrelated to the operating performance of any particular company or companies.
If market or industry-based fluctuations continue, our stock price could decline
regardless of our actual operating performance and investors could lose a
substantial part of their investments. In addition, prior to this offering, our
stock could not be bought or sold on a public market. If an active public market
for our stock does not develop, or if such a market is not sustained after this
offering, it may be difficult to resell our stock. The market price of our
common stock will likely fluctuate in response to a number of factors including
the following:
- our failure to meet the performance estimates of securities analysts;
- changes in financial estimates of our revenues and operating results by
securities analysts;
- the timing of announcements by us or our competitors of significant
contracts or acquisitions; and
- general stock market conditions.
Recently, when the market price of a company's stock has been volatile,
stockholders have often instituted securities class action litigation against
the company. If a class action lawsuit is filed against us, we could incur
substantial costs defending the lawsuit and management time and attention would
be diverted. An adverse judgment could cause our financial condition or
operating results to suffer.
A TOTAL OF 28,050,000, OR 78.9%, OF OUR TOTAL OUTSTANDING SHARES AFTER THE
OFFERING ARE RESTRICTED FROM IMMEDIATE RESALE, BUT MAY BE SOLD INTO THE MARKET
IN THE NEAR FUTURE. THIS COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO
DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL.
Our current stockholders hold a substantial number of shares, which they
will be able to sell in the public market in the near future. Sales of a
substantial number of shares of our common stock could cause our stock price to
fall. In addition, the sale of these shares could impair our ability to raise
capital through the sale of additional stock.
After this offering, we will have outstanding 35,550,000 shares of common
stock. This includes 7,500,000 shares that we and the selling stockholders are
selling in this offering, which may be resold immediately in the public market.
The remaining 28,050,000 shares will become eligible for resale in the public
market as shown in the table below.
In addition, we intend to file a registration statement under Form S-8 under
the Securities Act approximately 90 days after the date of this offering to
register an aggregate of 6,000,000 shares of common stock issued or reserved for
issuance under our stock plans.
17
NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements, trend analyses and other information contained in this
prospectus, including those regarding markets for our products and trends in net
sales, gross profit and anticipated expense levels, and any statement that
contains the words "anticipate," "believe," "plan," "estimate," "expect,"
"intend," "seek" and other similar expressions, constitute forward-looking
statements. The matters described in these forward-looking statements are
subject to business and economic risks, including those risks identified in
"Risk Factors" and in the cautionary statements elsewhere in this prospectus and
our actual results of operations may differ significantly from those contained
in the forward-looking statements because of such risks. Accordingly, the
cautionary statements made in this prospectus apply to all forward-looking
statements wherever they appear in this prospectus.
Market data and forecasts used in this prospectus including, for example,
estimates of the size and growth rates of the printed circuit board market, have
been obtained from independent industry sources, and we have not verified the
data.
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USE OF PROCEEDS
We estimate that the net proceeds to us from the sale of 5,625,000 shares of
common stock in this offering will be approximately $71.7 million, or
approximately $82.7 million if the underwriters' over-allotment option is
exercised in full, at an assumed public offering price of $14.00 per share,
after deducting underwriting discounts and commissions and the estimated
offering expenses. We will not receive any proceeds from the sale of shares by
the selling stockholders.
We intend to use the net proceeds we receive as follows:
- approximately $40.6 million to reduce our indebtedness under our senior
credit facility;
- approximately $10.8 million to eliminate our obligations under our
retention bonus plan;
- approximately $12.8 million to redeem all of our outstanding senior
subordinated notes;
- approximately $4.0 million to redeem our outstanding subordinated note;
and
- approximately $3.5 million in management consulting and financial advisory
fees.
Pending these uses, we will invest the net proceeds we receive in
short-term, interest-bearing, investment-grade securities. Of the $71.7 million
total net proceeds we will use, our affiliates will receive approximately
$8.8 million, including approximately $3.5 million in management consulting and
financial advisory fees and $5.3 million payable to four of our officers upon
termination of our retention bonus plan. See "Related Party Transactions" for a
more detailed description of our obligations to these affiliates.
Our senior credit facility consists of multi-tranche term loans, a revolving
loan and a swingline loan, with an aggregate principal balance of approximately
$111.6 million as of July 3, 2000. The Tranche A term facility amortizes in 20
quarterly installments through June 30, 2004. The Tranche B term facility
amortizes in 24 quarterly installments through June 30, 2005. The revolving line
of credit and swingline commitment each expire on June 30, 2004.
Our borrowings under the senior credit facility bear interest at varying
rates based, at our option, on either LIBOR plus 225 to 325 basis points or the
alternate base rate plus 75 to 150 basis points, in the case of Tranche A and
revolving loans, and LIBOR plus 350 to 375 basis points or the alternate base
rate plus 225 basis points in the case of Tranche B. The alternate base rate is
the greater of (i) the lender's prime rate or (ii) the effective rate for
federal funds plus 50 basis points. The amount added to the LIBOR rate or the
alternate base rate varies depending upon our leverage ratios. The weighted
average interest rate for all of our loans under this facility was 10.4% at
July 3, 2000. We used borrowings under our senior credit facility to refinance
indebtedness incurred in connection with our leveraged recapitalization in
December 1998 and to partially fund our acquisition of Power Circuits in July
1999. See "Description of Indebtedness" for a more detailed description of this
facility.
In July 1999, we issued an aggregate of $12.5 million in senior subordinated
notes to TCW/ Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust
II, TCW Leveraged Income Trust, L.P. and TCW Leveraged Income Trust II, L.P.,
each of which is a stockholder. The senior subordinated notes mature in January
2006 and bear interest at 12.0%. We used the proceeds from the issuance of these
notes to partially fund our acquisition of Power Circuits in July 1999. In
December 1998, Lewis O. Coley, III, our former majority owner, director and
president, made a loan to us for approximately $4.0 million secured by a
subordinated note. The subordinated note accrues interest at a rate of 10% per
year and matures in December 2006. We used the proceeds of the notes issued to
Mr. Coley to partially finance our leveraged recapitalization in December 1998.
Also in December 1998, we entered into a retention bonus plan that provides four
of our officers and several other key employees with an ongoing incentive to
remain employed by us. Under the agreement, we are required to pay, subject to
certain conditions, an aggregate of $12.0 million to these officers and
employees. The
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retention bonuses vest over a period of five years at a rate of 25% for each of
the first three years and 12.5% for each of the remaining two years. In
addition, we are required to make payments which accrue at a rate of 10% per
annum on the total unpaid retention bonuses. In connection with the use of
proceeds from this offering, we intend to redeem our outstanding senior
subordinated notes and our subordinated note and eliminate our obligations under
our retention bonus plan. See "Related Party Transactions--Retention Bonus Plan"
and " -- Note to Lewis O. Coley, III" for a more detailed description of the
subordinated notes and retention bonus plan.
DIVIDEND POLICY
For the year ended December 31, 1998, we paid dividends to stockholders
totaling $70.7 million. Of this amount, $59.5 million was paid in cash to
stockholders in connection with our recapitalization and acquisition by Circuit
Holdings, $2.5 million was paid in the form of a note to a stockholder, Lewis
Coley, III, and $54,000 related to the value of vehicles which were distributed
to stockholders. We did not declare or pay any dividends for the year ended
December 31, 1999 or for the first two fiscal quarters 2000 and we do not
anticipate paying any cash dividends in the foreseeable future. Additionally,
our senior credit facility prohibits the payment of dividends. We presently
intend to retain any future earnings to finance future operations and expansion
of our business, and to reduce indebtedness.
20
CAPITALIZATION
The following table sets forth our capitalization as of July 3, 2000:
- on an actual basis; and
- on an as adjusted basis to reflect the sale of the shares of common stock
offered hereby, assuming an initial public offering price of $14.00 per
share, and the application of the net proceeds we will receive from the
offering in the manner described in "Use of Proceeds."
As a result of our application of the net proceeds we will receive from this
offering, we expect to record a $5.4 million increase to equity which we will
record in net income in the fiscal quarter in which this offering is completed.
This increase includes the following items:
- a $2.7 million loss, net of taxes, that will result from the early
extinguishment of our senior subordinated and subordinated notes;
- a $1.0 million loss, net of taxes, that will result from the write-off of
debt issuance costs related to our senior credit facility;
- a $4.7 million loss, net of taxes, that will result from the elimination
of our obligations under our retention bonus plan;
- a $0.9 million loss, net of taxes, that will result from the amendment and
consolidation of management agreements with T.C. Management, T.C.
Management IV and Brockway Moran & Partners Management; and
- a $14.7 million income tax benefit that will result from reducing the
valuation allowance on our net deferred tax assets. We believe that the
amount of our deferred tax asset that we will ultimately realize will
increase because our future taxable income is expected to increase as a
result of the reduction of debt associated with our use of proceeds from
this offering.
Upon completion of this offering we intend to amend and restate our senior
credit facility, which will result in the write-off of a significant portion of
our remaining debt issuance costs related to our senior credit facility.
21
You should read this information together with our consolidated financial
statements and the related notes included elsewhere in this prospectus,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Summary Historical Financial Data" and "Use of Proceeds."
- ---------
The table above excludes the following shares:
- 2,610,460 shares issuable upon exercise of options outstanding under our
management stock option plan at a weighted average exercise price of $2.69
per share;
- 767,220 shares issuable upon exercise of warrants outstanding at a
weighted average exercise price of $.000026 per share;
- a total of 3,389,540 shares available for future issuance under our two
stock plans, excluding the annual increases in the number of shares
authorized under each plan beginning January 1, 2001. See
"Management--Incentive Plans" for a description of how these annual
increases are determined; and
- shares, having an aggregate fair market value of $1.2 million, to be
granted to our employees under our 2000 Equity Compensation Plan. Based on
an assumed initial public offering price of $14.00 per share, we expect to
grant an aggregate of 85,714 shares.
The as adjusted common stock amount in the foregoing table represents the
$71.7 million of estimated net proceeds to us from this offering less the
$2.0 million financial advisory fee to be paid to T.C. Management, T.C.
Management IV and Brockway Moran & Partners Management. See "Related Party
Transactions" for more information regarding this financial advisory fee.
22
DILUTION
Our pro forma deficit in net tangible book value as of July 3, 2000, was
approximately $60.7 million, or $2.03 per share, after giving effect to a
$7.1 million pro forma increase to net tangible book value which consists of the
$5.4 million non-recurring increase as described in "Capitalization" and a
$1.7 million expected write-off of unamortized debt issuance costs related to
the repayment of indebtedness. Our deficit in net tangible book value per share
is calculated by subtracting our total liabilities from our total tangible
assets, and dividing this amount by the number of shares of common stock
outstanding as of July 3, 2000. Tangible assets represents total assets less
intangible assets, which is comprised of intangible assets and unamortized debt
issuance costs. Assuming the sale of the 5,625,000 shares we are offering at an
assumed inital public offering price of $14.00 per share, our adjusted pro forma
net tangible book value as of July 3, 2000, would have been $9.1 million, or
$0.26 per share. This represents an immediate increase in net tangible book
value of $2.29 per share to our existing stockholders and an immediate dilution
of $13.74 to the new investors. The following table illustrates this per share
dilution.
The following table summarizes the total number of shares of common stock
purchased from us, the total consideration paid to us and the average price per
share paid by existing stockholders and by new investors, in each case based
upon the number of shares of common stock outstanding as of July 3, 2000,
assuming an initial public offering price of $14.00 per share.
The sale of 1,875,000 shares in this offering by the selling stockholders
will cause the number of shares held by existing stockholders to be reduced to
28,050,000 shares or 78.9% of the total number of shares outstanding after this
offering.
If the underwriters' over-allotment option is exercised in full, the number
of shares of common stock held by existing stockholders will be reduced to
27,769,750, or 76.3% of the total number of shares of common stock to be
outstanding after this offering, and will increase the number of shares of
common stock held by the new investors to 8,625,000 shares, or 23.7% of the
total number of shares of common stock to be outstanding immediately after this
offering. See "Principal and Selling Stockholders."
The foregoing discussion and tables are based upon the number of shares
actually issued and outstanding as of July 3, 2000 and assume no exercise of
options or warrants outstanding as of July 3, 2000. As of that date, there were:
- 2,610,460 shares issuable upon exercise of options outstanding under our
management stock option plan at a weighted average exercise price of $2.69
per share;
- 767,220 shares issuable upon exercise of warrants outstanding at a
weighted average exercise price of $.000026 per share;
23
- a total of 3,389,540 shares available for future issuance under our two
stock plans, excluding the annual increases in the number of shares
authorized under each plan beginning January 1, 2001. See
"Management--Incentive Plans" for a description of how these annual
increases are determined; and
- shares, having an aggregate fair market value of $1.2 million, to be
granted to our employees under our 2000 Equity Compensation Plan. Based on
an assumed initial public offering price of $14.00 per share, we expect to
grant an aggregate of 85,714 shares.
Assuming the exercise in full of all of the outstanding options and
warrants, our pro forma as adjusted net tangible book value at July 3, 2000
would be $0.42 per share, representing an immediate increase in net tangible
book value of $2.45 per share to our existing stockholders and an immediate
decrease in the net tangible book value of $13.58 to new investors.
24
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The following unaudited pro forma condensed consolidated statements of
income are based on our historical consolidated financial statements, included
elsewhere in this prospectus, adjusted to give effect to our July 1999
acquisition of Power Circuits as if it had occurred on January 1, 1999.
The pro forma adjustments are based upon available information and
assumptions that our management believes are reasonable. The unaudited pro forma
condensed consolidated statements of income are not necessarily indicative of
our future results of operations or the results of operations which may have
occurred had this transaction occurred on January 1, 1999. The pro forma
adjustments are described in the accompanying notes.
The unaudited pro forma condensed consolidated financial statements should
be read in conjunction with our consolidated financial statements and related
notes, and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included elsewhere in this prospectus.
25
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
26
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
27
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The pro forma financial data have been derived from the application of pro
forma adjustments to our historical financial statements for the periods noted.
(1) Adjustment reflects the elimination of compensation paid to previous owners
in excess of amounts specified in employment agreements entered into in
connection with the acquisition.
(2) Adjustment reflects the elimination of non-recurring bonuses paid to
employees of Power Circuits in connection with the acquisition. These were
one-time transaction-related bonuses paid to employees and all compensation
and bonus arrangements with these employees remained in place following the
acquisition.
(3) Adjustment reflects the amortization of goodwill and other intangible assets
acquired in connection with our acquisition of Power Circuits of
approximately $90.1 million over estimated useful lives of 15 to 20 years.
(4) Adjustment reflects the additional management fees that would have been
incurred under the management agreement with T.C. Management IV and Brockway
Moran & Partners Management, entered into as part of the Power Circuits
acquisition. See "Related Party Transactions" for a more detailed
description of these arrangements.
(5) Adjustment reflects the net additional interest expense associated with
borrowings under our indebtedness incurred in connection with our
acquisition of Power Circuits. The pro forma interest adjustment was based
upon a weighted average interest rate of approximately 10.5%.
(6) Adjustment reflects the amortization of additional debt issuance costs
incurred in connection with the acquisition of Power Circuits over the terms
of the related indebtedness.
(7) Adjustment reflects income taxes, using a combined federal and state tax
rate of 37.5% on the pro forma income before taxes adjusted for
nondeductible differences. Prior to the acquisition, Power Circuits was
taxed as a subchapter S corporation and accordingly the adjustment reflects
its taxation as a C corporation for the periods presented.
(8) Adjustment to increase the number of shares for those issued at the time of
our acquisition of Power Circuits. The proceeds from the issuance of common
shares were used along with debt to fund the acquisition. The adjustment for
diluted earnings per share purposes includes the warrants issued in
connection with our senior subordinated notes.
(9) EBITDA means earnings before interest expense (including amortization of
debt issuance costs), income taxes, depreciation and amortization. EBITDA is
presented because we believe it is an indicator of our ability to incur and
service debt and is used by our lenders in determining compliance with
financial covenants. However, EBITDA should not be considered as an
alternative to cash flows from operating activities, as a measure of
liquidity or as an alternative to net income as a measure of operating
results in accordance with accounting principles generally accepted in the
United States. Because of the subjectivity inherent in the assumptions
concerning the timing and nature of the uses of cash generated by the pro
forma interest and other expenses, cash flows from operating, investing and
financing activities are not presented for the pro forma and supplemental
pro forma periods. Our definition of EBITDA may differ from definitions used
by other companies.
28
UNAUDITED SUPPLEMENTAL PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA
The following unaudited supplemental pro forma condensed consolidated
statements of income reflects the pro forma financial data for the 1999 periods
and the actual historical financial data for the first two fiscal quarters 2000,
adjusted to give effect to the application of our estimated net proceeds of
$71.7 million from this offering as described in "Use of Proceeds" as if these
events had occurred in the beginning of each period.
The supplemental pro forma adjustments are based upon available information
and certain assumptions that our management believes are reasonable. The
unaudited supplemental pro forma data is not necessarily indicative of our
future results of operations or the results of operations which may have
occurred had our offering occurred at the beginning of each period. The
supplemental pro forma adjustments are described in the accompanying notes.
This data should be read in conjunction with our consolidated financial
statements and related notes, "Unaudited Pro Forma Condensed Consolidated
Financial Data," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this prospectus.
29
UNAUDITED SUPPLEMENTAL PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
30
UNAUDITED SUPPLEMENTAL PRO FORMA CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
31
NOTES TO UNAUDITED SUPPLEMENTAL PRO FORMA CONSOLIDATED FINANCIAL DATA
The supplemental pro forma financial data has been derived from the
application of supplemental pro forma adjustments to our pro forma or historical
financial statements for the periods noted.
(1) Adjustment reflects the elimination of the deferred retention bonus plan
expense as a result of using a portion of the offering proceeds to eliminate
our obligations under this plan.
(2) Adjustment reflects the elimination of management fees as a result of
amending and consolidating our management agreements in connection with our
offering. We intend to use a portion of the proceeds to pay a one-time fee
of $1.5 million to eliminate these fees.
(3) Adjustment reflects the reduction in interest expense resulting from the
repayment of certain indebtedness from the proceeds of our offering. See
"Use of Proceeds" and "Capitalization."
(4) Adjustment reflects the reduction in the amortization of debt issuance costs
resulting from the repayment of certain indebtedness in connection with our
offering.
(5) Adjustment reflects the income tax effect, using a combined federal and
state tax rate of 37.5% on the supplemental pro forma income before taxes
adjusted for nondeductible differences.
(6) Adjustment to increase the number of shares for those to be issued in
connection with our offering.
32
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
You should read the selected consolidated financial data set forth below in
conjunction with our consolidated financial statements and related notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this prospectus. The income statement data for
the years ended December 31, 1997, 1998 and 1999 and the balance sheet data as
of December 31, 1998 and 1999 are derived from the audited financial statements
and related notes included in this prospectus, which were audited by Arthur
Andersen LLP. The balance sheet data as of December 31, 1997 was derived from
financial statements and related notes that were also audited by Arthur Andersen
LLP, but are not included in this prospectus.
The income statement data for the first two fiscal quarters 1999 and 2000
and the balance sheet data as of July 3, 2000 are derived from unaudited
financial statements included in this prospectus, and in the opinion of
management, include all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of this information. Our results of operations
for the first two fiscal quarters 2000 are not necessarily indicative of the
results that may be expected for the full year.
The income statement data for the years ended December 31, 1995 and 1996 and
the balance sheet data as of December 31, 1995 and 1996 are derived from audited
financial statements not included in this prospectus, which financial statements
were audited by our prior auditors.
33
- ----------
(1) Amortization of deferred retention bonus relates to a retention bonus plan
that we implemented as part of our leveraged recapitalization in December
1998. In connection with this offering, we intend to pay out $10.8 million
to participants in order to eliminate our obligations under this plan.
(2) Prior to December 15, 1998, we had made an S corporation election for income
tax purposes to include our taxable income in our stockholders' taxable
income. Had we been taxed as a C corporation, assuming an effective federal
statutory tax rate of 34%, our income tax expense would have been
$3.1 million in 1995, $2.2 million in 1996, $3.4 million in 1997 and
$2.9 million in 1998 and our net income would have been $6.0 million in
1995, $4.3 million in 1996, $6.6 million in 1997 and $5.5 million in 1998.
We were not subject to state income taxes in 1997 and 1998 due to our only
operating in Washington state, a state that does not impose a state income
tax.
(3) EBITDA means earnings before interest expense (including amortization of
debt issuance costs), income taxes, depreciation and amortization. EBITDA is
presented because we believe it is an indicator of our ability to incur and
service debt and is used by our lenders in determining compliance with
financial covenants. However, EBITDA should not be considered as an
alternative to cash flows from operating activities, as a measure of
liquidity or as an alternative to net income as a measure of operating
results in accordance with accounting principles generally accepted in the
United States. Our definition of EBITDA may differ from definitions used by
other companies.
34
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH THE "SELECTED
FINANCIAL DATA" SECTION OF THIS PROSPECTUS AND OUR CONSOLIDATED FINANCIAL
STATEMENTS AND THE RELATED NOTES INCLUDED ELSEWHERE IN THIS PROSPECTUS.
OVERVIEW
We provide time-critical, one-stop manufacturing services for highly complex
printed circuit boards. Our customers include original equipment manufacturers
of electronic products and their suppliers, or electronic manufacturing services
providers. Our time-to-market focused manufacturing services enable our
customers to shorten the time required to develop new products and bring them to
market.
In July 1999, we acquired Power Circuits, a printed circuit board
manufacturer located in Santa Ana, California. In this acquisition we gained
engineering and process expertise tailored specifically to manufacturing printed
circuit boards for the quick-turn market and significantly diversified our
customer base and end-markets. We acquired Power Circuits and recorded the
acquisition under the purchase method of accounting. The excess purchase price
over the fair value of the net tangible assets acquired was approximately
$90.1 million, of which $72.1 million was allocated to goodwill and
$18.0 million was allocated to identifiable intangibles. In connection with this
acquisition, we made an Internal Revenue Code Section 338(h)(10) election which
allows us to deduct this goodwill and other intangibles for federal income tax
purposes over 15 years, resulting in an annual tax deduction of $6.0 million.
The acquisition was financed through our senior credit facility, our
subordinated debt facility and additional equity contributions.
As of December 31, 1999, we had more than 400 customers. Our top 10
customers during this period were ACT Manufacturing, ATL Ultrasound, Ciena,
Compaq, including Compaq-directed electronic manufacturing services providers,
ETMA, General Electric, Motorola, NEC, Radisys and Solectron. Our top 10
customers comprised 80.5% of our historical net sales during fiscal year 1997,
78.9% of our historical net sales during fiscal year 1998, 68.4% of our
historical net sales during fiscal year 1999, and 56.5% of our net sales during
the first two fiscal quarters 2000. Our top 10 customers comprised 62.3% of our
pro forma net sales in 1999. In 1999, Solectron accounted for 19.4% of our
historical net sales and Compaq, including Compaq-directed sales, accounted for
16.7% of our historical net sales. For the first two fiscal quarters 2000,
Solectron accounted for 16.0% of our net sales and Compaq, including
Compaq-directed sales, accounted for 15.3% of our net sales. We have focused
significant sales and marketing resources on the fast-growing networking segment
of the electronics industry. Revenues generated from networking customers
increased from 8.7% of our pro forma net sales in 1997 to 25.4% in 1999 and
28.4% of our net sales for the first two fiscal quarters 2000.
We sell our products through our internal sales force and independent sales
representatives. Our internal sales force is paid on a salary and commission
basis while our independent sales representatives are paid only on a commission
basis. In 1999, our internal sales force generated 27% of our pro forma net
sales, and our independent sales representatives generated 72%. The remaining 1%
came from joint efforts between our internal and independent sales
representatives.
Our products are manufactured to our customers' design specifications and
are priced to reflect both the complexity of the printed circuit boards and the
time and volume requirements for the order. Generally, we quote prices after we
receive the design specifications and time and volume requirements from our
customers. Purchase orders may be cancelled prior to shipment. We charge
customers a fee, based on percentage completed, if an order is cancelled once it
has entered production.
35
We recognize revenues upon shipment to the customer. We record net sales as
our gross sales less an allowance for returns. We provide our customers a
limited right of return for defective printed circuit boards. We record an
allowance for estimated sales returns at the time of sale based on our
historical results. For fiscal years 1997, 1998 and 1999 and for the first two
fiscal quarters 2000 our provision for sales returns as a percentage of gross
sales was less than 2%.
We have historically experienced lower sales in our second and third fiscal
quarters due to patterns in the capital budgeting and purchasing cycles of our
customers and the end-markets they serve. In particular, this effect is caused
by the seasonality of our high-end computing segment. We expect to reduce the
impact of seasonality by further diversification of our customer base.
In 1999, 85.9% of our pro forma net sales were in the United States, 8.6% in
Singapore, and the remainder in Europe and other Asian countries. In 1999, 84.2%
of our historical net sales were in the United States, 9.9% in Singapore, and
the remainder in Europe and other Asian countries. For the first two fiscal
quarters 2000, 91.5% of our net sales were in the United States, 3.0% in
Singapore, 3.4% in England and the remainder primarily in other European and
Asian countries.
Cost of goods sold consists of materials, labor, outside services and
overhead expenses incurred in the manufacture and testing of our products. Many
factors affect our gross margin, including capacity utilization, product mix,
production volume and yield. We do not participate in any long-term supply
contracts, and we believe there are a number of potential suppliers for the raw
materials we use. We believe that our cost of goods sold will increase in
absolute dollars in future periods but will continue to fluctuate as a
percentage of net sales.
Our operating expenses are classified into five general categories: sales
and marketing, general and administrative, amortization of intangibles,
amortization of deferred retention bonus and management fees.
Sales and marketing expenses consist primarily of salaries and commissions
paid to our internal sales force and commissions paid to independent sales
representatives, as well as costs associated with marketing materials and trade
shows. As quick-turn sales become a higher percentage of total sales, our
average commission rate is expected to increase. We believe there are
significant opportunities for us to increase our penetration throughout the
United States through enhanced sales and marketing efforts. Accordingly, we
expect our sales and marketing expenses to increase in absolute dollars but
continue to fluctuate as a percentage of net sales.
General and administrative costs primarily include the salaries for
executive, finance, accounting, facilities and human resources personnel, as
well as insurance expenses and expenses for accounting and legal assistance. We
expect these expenses to increase in absolute dollars but continue to fluctuate
as a percentage of net sales as we add personnel and incur additional costs
related to the growth of our business and the requirements of operating as a
public company.
Amortization of intangibles consists of the amortization of goodwill and
other intangible assets which we recorded as a result of the Power Circuits
acquisition in July 1999.
Amortization of the deferred retention bonus relates to a retention bonus
plan we implemented as part of our leveraged recapitalization in December 1998.
In connection with this offering, we intend to pay out $10.8 million to
participants in order to eliminate our obligations under this plan. We expect
this payment to result in a charge of approximately $4.3 million, net of taxes,
in the quarter in which we complete our offering.
We pay management fees for advisory services to three firms, T.C.
Management, T.C. Management IV and Brockway Moran & Partners Management,
totaling $600,000 per year. These firms indirectly control our principal
stockholder, Circuit Holdings. In consideration for advisory and management
services rendered to TTM, we will pay these firms an aggregate fee of
$2.0 million upon consummation
36
of this offering. In addition, we intend to use approximately $1.5 million of
the net proceeds we receive upon completion of this offering to amend and
consolidate these management agreements.
Our interest expense relates to our senior credit facility and our other
long-term obligations. We intend to use approximately $68.2 million of the
proceeds we receive from this offering to repay debt and eliminate our
obligations under our retention bonus plan. As a result of our repayment of
indebtedness, we anticipate that our interest expense will be significantly
lower for subsequent periods.
Amortization of debt issuance costs consists of the amortization of loan
origination fees and related expenses. As a result of our repayment of
indebtedness, we anticipate that our amortization will be significantly lower
for subsequent periods. Upon completion of this offering, we intend to amend and
restate our senior credit facility, which will result in the write-off of a
significant portion of the remaining debt issuance costs related to our senior
credit facility.
Interest income and other, net consists of interest received on investments
as well as lease revenue received for subleasing some of our space in Santa Ana,
California, to an outside tenant. Prior to 1999, we received significant
interest income due to a large cash position invested in Treasury securities.
Prior to our leveraged recapitalization in December 1998, we were taxed for
federal tax purposes as an S corporation. Accordingly, we had no income tax
expense prior to December 14, 1998. At the time of our recapitalization, we
became a C corporation and the tax effect of all differences between the tax
reporting and financial reporting bases of our net assets was recorded as a net
deferred tax asset. The most significant basis difference resulted from an
Internal Revenue Code Section 338(h)(10) tax election we made at the time of
recapitalization. This election had the effect of characterizing the
recapitalization and stock purchase as an asset purchase for income tax
purposes. Therefore, the consideration paid to our former owners, either by us
or by Circuit Holdings, in excess of the tax basis of our net assets was
recorded as tax-deductible goodwill of $77.5 million, even though no goodwill
was recorded for financial reporting purposes. To the extent that we have future
taxable income, we will realize the benefit of this tax goodwill over 15 years.
This results in an annual deduction of $5.2 million which, assuming an effective
income tax rate of 37.5%, could reduce our cash taxes payable each year by
$1.9 million.
From time to time we estimate whether we will be able to earn enough taxable
income over the life of the deferred tax asset to fully realize the benefit of
the asset. At the time of our recapitalization, we concluded that we were
unlikely to fully realize its benefit and, accordingly, we recorded a valuation
allowance against the asset. At December 31, 1999, we reassessed the
realizability of our deferred tax assets and concluded, based upon our tax net
operating loss of $4.9 million, among other factors, that the valuation
allowance was still necessary. At December 31, 1999, we had gross deferred tax
assets of approximately $28.3 million and a valuation allowance of
$14.8 million.
Upon the completion of our offering, we intend to reevaluate the
realizability of our deferred tax asset. We currently estimate that we will
eliminate the $14.8 million valuation allowance and record this as an income tax
benefit. Our estimate is based upon the anticipated significant reduction in
interest expense and increases in operating income for the quarters both before
and after our offering. It is possible that our estimates could change in the
near term, even before we complete this offering, and the amount of income tax
benefit we record could be materially different than expected. In addition,
should our expectations of taxable income change in future years, it may become
necessary to record a valuation allowance which would adversely effect our
results of operations. Excluding any effect from the reversal of our deferred
tax asset valuation allowance, we expect to have an effective income tax rate of
37.5% for fiscal 2000.
We recorded an extraordinary item net of taxes in 1999. This expense was for
the extraordinary write-off of debt issuance costs of $1.5 million, net of an
income tax benefit of $834,000, which were written off as a result of new
financing obtained in connection with our acquisition of Power Circuits.
37
Until January 1, 1999, we operated on calendar fiscal quarters and a fiscal
year ending December 31. Beginning in 1999, we started operating on 13 week
fiscal quarters. Our year-end remains December 31. In 1999, our fiscal quarters
ended on April 4, July 4, October 4 and December 31. In 2000, our fiscal
quarters ended or will end on April 3, July 3, October 2 and December 31.
RESULTS OF OPERATIONS
The following table sets forth income statement data expressed as a
percentage of historical net sales for the periods indicated:
FIRST TWO FISCAL QUARTERS 2000 COMPARED TO FIRST TWO FISCAL QUARTERS 1999
NET SALES. Net sales increased $44.4 million, or 101.4%, from
$43.8 million for the first two fiscal quarters 1999 to $88.2 million for the
first two fiscal quarters 2000. Of this increase, $28.5 million resulted from
the Power Circuits acquisition while $15.9 million resulted from internal sales
growth. Internal sales growth increased primarily due to higher unit volume
sales to meet increased customer demand combined with a higher price
environment.
COST OF GOODS SOLD. Cost of goods sold increased $25.3 million, or 71.4%,
from $35.5 million for the first two fiscal quarters 1999 to $60.8 million for
the first two fiscal quarters 2000. Higher costs of goods sold resulted from the
acquisition of Power Circuits whose costs contributed $14.9 million to the
increase. The remaining $10.4 million growth in costs was related to increased
sales volume.
GROSS PROFIT. Gross profit increased $19.0 million, or more than threefold,
from $8.3 for the first two fiscal quarters 1999 to $27.3 million for the first
two fiscal quarters 2000. Of this increase, $13.5 million resulted from an
improved mix of quick-turn printed circuit boards, primarily related to the
acquisition of Power Circuits. The remaining $5.5 million increase resulted from
internal sales growth associated with higher unit volumes and increased product
pricing.
38
OPERATING EXPENSES. Sales and marketing expenses increased $2.8 million
from $1.2 million for the first two fiscal quarters 1999 to $4.0 million for the
first two fiscal quarters 2000. Of this increase, $2.1 million was associated
with the Power Circuits acquisition. The remaining increase of $700,000 resulted
from higher commissions related to higher sales volumes and an expansion of our
direct sales force.
General and administrative expenses increased $2.6 million from $790,000 for
the first two fiscal quarters 1999 to approximately $3.4 million for the first
two fiscal quarters 2000. Rising costs resulted from the Power Circuits
acquisition and the hiring of additional management personnel.
Amortization of intangibles consists of amortization of goodwill and other
intangible assets from the Power Circuits acquisition. Because the acquisition
was consummated in July 1999, the first two fiscal quarters 1999 do not include
goodwill amortization. Amortization of intangibles was $2.4 million for the
first two fiscal quarters 2000.
Amortization of the deferred retention bonus was $924,000 for both the first
two fiscal quarters 1999 and the first two fiscal quarters 2000.
Management fees and related expenses increased from $150,000 for the first
two fiscal quarters 1999 to $500,000 for the first two fiscal quarters 2000. Of
this $350,000 increase, $150,000 resulted from additional management fees
related to greater scope and services in 2000 due to the Power Circuits
acquisition and $200,000 resulted from reimbursable expenses.
INTEREST EXPENSE. Interest expense increased from $3.6 million for the
first two fiscal quarters 1999 to $7.6 million for the first two fiscal quarters
2000. This increase resulted from a higher level of indebtedness associated with
the acquisition of Power Circuits and an increase in interest rates.
AMORTIZATION OF DEBT ISSUANCE COSTS. Amortization of debt issuance costs
increased $230,000 from $265,000 for the first two fiscal quarters 1999 to
$495,000 for the first two fiscal quarters 2000. This increase resulted from
amortization associated with a higher level of debt issuance costs incurred in
connection with the acquisition of Power Circuits.
INTEREST INCOME AND OTHER, NET. Interest income and other, net, increased
$202,000 from $7,000 for the first two fiscal quarters 1999 to $209,000 for the
first two fiscal quarters 2000. Of this increase, $148,000 is due to additional
income from a sublease we obtained as a result of the Power Circuits
acquisition.
INCOME TAXES. Income taxes increased $2.5 million from $496,000 for the
first two fiscal quarters 1999 to $3.0 million for the first two fiscal quarters
2000. The increase is due to the acquisition of Power Circuits and higher
profitability during 2000.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO THE YEAR ENDED DECEMBER 31, 1998
NET SALES. Net sales increased $27.9 million, or 35.6%, from $78.5 million
in 1998 to $106.4 million in 1999. This increase resulted from both internal
sales growth and the strategic acquisition of Power Circuits. More specifically,
$19.8 million of the increase resulted from the acquisition of Power Circuits
while $8.1 million resulted from internal sales growth. We achieved internal
sales growth largely through increased product pricing with the remainder
attributable to higher unit volumes and an expanded sales effort.
COST OF GOODS SOLD. Costs of goods sold increased $16.9 million, or 25.8%,
from $65.3 million in 1998 to $82.2 million in 1999. Higher costs of goods sold
resulted from our acquisition of Power Circuits which contributed approximately
$11.1 million to the increase. The remaining $5.8 million rise in costs was
related to increased sales volume. Direct material cost savings decreased cost
of goods sold as we renegotiated prices for key materials, including laminate,
copper foil and inner-layer film.
39
GROSS PROFIT. Gross profit grew $11.0 million, or 83.8%, from
$13.2 million in 1998 to $24.2 million in 1999. Of this increase, $7.7 million
resulted from improved mix of quick-turn printed circuit boards, primarily
related to the acquisition of Power Circuits. The remaining increase of
$3.3 million resulted from internal sales growth.
OPERATING EXPENSES. Sales and marketing expenses increased $1.5 million, or
61.1%, from $2.4 million in 1998 to $3.9 million in 1999. The majority of this
higher expense resulted from the inclusion of over $1.4 million of expenses
associated with Power Circuits. The remaining increase of approximately $100,000
was due to an increase in commissions related to higher sales volume.
General and administrative expenses grew $396,000, or 18.1%, from
$2.2 million in 1998 to $2.6 million in 1999. This increase is the net result of
an additional $1.0 million in costs associated with the Power Circuits
acquisition partially offset by the elimination of non-recurring charges of
$530,000 associated with our recapitalization.
Amortization of intangibles was $2.2 million in 1999. There was no
amortization of intangibles in 1998.
Amortization of deferred retention bonus increased $1.7 million from $77,000
in 1998 to $1.8 million in 1999. This increase was the result of a full year of
vesting of the bonus in 1999 compared to only 15 days of vesting in 1998.
Management fee expense was $439,000 in 1999 compared with $13,000 in 1998.
Management fees in 1999 covered a full-year period compared to only 15 days in
1998.
INTEREST EXPENSE. Interest expense increased $9.6 million from $848,000 in
1998 to $10.4 million in 1999. This increase resulted from a higher level of
indebtedness associated with our recapitalization in December 1998 and our
subsequent acquisition of Power Circuits in July 1999.
AMORTIZATION OF DEBT ISSUANCE COSTS. Amortization of debt issuance costs
increased $621,000 from $134,000 in 1998 to $755,000 in 1999. This increase
resulted from a higher level of indebtedness associated with our
recapitalization in December 1998 and our subsequent acquisition of Power
Circuits in July 1999.
INTEREST INCOME AND OTHER, NET. Interest income and other, net, which
consisted primarily of interest income from short-term investments, declined
$873,000 from $927,000 in 1998 to $54,000 in 1999. In connection with our
leveraged recapitalization in 1998, we paid out excess cash to former
stockholders in the form of dividends and as a result our income from
investments declined.
INCOME TAXES. Income taxes were $836,000 in 1999. We did not pay income
taxes in 1998 because we made an S corporation election for income tax purposes
to include our taxable income in our stockholders' taxable income.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO THE YEAR ENDED DECEMBER 31, 1997
NET SALES. Net sales increased $1.6 million, or 2.1%, from $76.9 million in
1997 to $78.5 million in 1998. We attribute this slow growth in 1998 to an
industry-wide supply and demand imbalance caused by two primary factors. First,
the Asian financial crisis adversely impacted overall printed circuit board
pricing during the first half of 1998 due to excess capacity overseas, which led
to global pricing reductions. Second, domestic original equipment manufacturers,
including one of our largest customers, Compaq, reduced their inventory levels
in an effort to adopt a more direct distribution model.
COST OF GOODS SOLD. Costs of goods sold increased $3.2 million, or 5.2%,
from $62.1 million in 1997 to $65.3 million in 1998. The rise in costs was
related to higher unit volumes and increased costs associated with the ramp-up
of our new Burlington facility.
40
GROSS PROFIT. Gross profit decreased $1.6 million, or 11.0%, from
$14.8 million in 1997 to $13.2 million in 1998. This decline resulted from
pricing pressures caused by excess industry capacity resulting from the Asian
financial crisis, inefficiencies created by the ramp-up of our Burlington
production facility and an overall slowdown in growth related to inventory
rationalization by several of our customers.
OPERATING EXPENSES. Sales and marketing expenses decreased $99,000, or
3.9%, from $2.5 million in 1997 to $2.4 million in 1998. The expense savings
resulted primarily from an increased portion of revenues being generated by our
direct sales force.
General and administrative expenses decreased $47,000, or 2.1%, from 1997 to
1998. This marginal increase was due to additional staff for the ramp-up and
administration of our new Burlington facility.
Amortization of deferred retention bonus was $77,000 in 1998. The program
was implemented in 1998 so there was no deferred retention bonus expense in
1997.
Management fee expense was $13,000 in 1998. There was no management fee paid
in 1997.
INTEREST EXPENSE. Interest expense rose $270,000 from $578,000 in 1997 to
$848,000 in 1998. The increase resulted from higher borrowings in connection
with our recapitalization.
AMORTIZATION OF DEBT ISSUANCE COSTS. Amortization of debt issuance costs
increased $106,000 from $28,000 in 1997 to $134,000 in 1998. This increase
resulted from higher borrowings in connection with our recapitalization.
INTEREST INCOME AND OTHER, NET. Interest income and other, net, increased
$370,000 from $557,000 in 1997 to $927,000 in 1998. Excess cash from operations
generated the increase in investment income.
QUARTERLY RESULTS OF OPERATIONS
The following table presents our consolidated historical operating results
for each of the six fiscal quarters in the period from January 1, 1999 through
July 3, 2000. This information is unaudited and has been prepared on the same
basis as our audited consolidated financial statements appearing elsewhere in
this prospectus. In the opinion of management, all necessary adjustments,
consisting only of normal recurring adjustments, have been included to present
fairly the unaudited quarterly results when read in conjunction with our audited
consolidated financial statements and related notes appearing elsewhere in this
prospectus. We believe that quarter to quarter comparisons of our operating
results are not necessarily meaningful. Investors should not rely on the results
of one quarter as an indication of future performance.
41
Net sales increased in five of the past six quarters. Net sales decreased
from $24.8 million in the first fiscal quarter 1999 to $19.0 million in the
second fiscal quarter 1999 due to seasonal reduction in demand and the
adjustment to a "just-in-time" inventory policy by our two largest customers,
Solectron and Compaq. Net sales increased in our third fiscal quarter 1999 due
to our Power Circuits acquisition, and sequentially in the following three
quarters due to increased production volume associated with greater customer
demand and higher prices from higher technology products and a rising price
environment.
Cost of goods sold increased in five of the last six quarters. Cost of goods
sold decreased from $19.1 million in the first fiscal quarter 1999 to
$16.4 million in the second fiscal quarter 1999 due to sales volume decreases.
Over the same period, gross profit decreased due to fixed operating costs spread
over lower sales volume. Cost of goods sold increased in subsequent quarters due
to our Power Circuits acquisition as well as increased sales volumes. Gross
profit increased due to increased sales and higher prices. Gross profit margin
fell in the fourth fiscal quarter 1999 due to increased direct materials costs.
Sales and marketing expenses increased in five of the last six quarters.
These expenses decreased from $649,000 in the first fiscal quarter 1999 to
$549,000 in the second fiscal quarter 1999 due to a decline in unit sales
volumes. Sales and marketing expenses increased sequentially beginning in the
42
third fiscal quarter 1999 due to the inclusion of expenses associated with the
Power Circuits acquisition and increased commission expenses associated with
increasing sales.
General and administrative expenses increased in five of the six last fiscal
quarters. Expenses fell in the second fiscal quarter 1999 compared to the first
fiscal quarter due to an adjustment for previously recorded bonus expense.
Performance-based bonuses accrued in the first fiscal quarter were reduced and
reversed in the second quarter due to lower than expected performance. In
addition, commencing in the third fiscal quarter 1999 we began including costs
associated with the Power Circuits acquisition.
Amortization of goodwill and other intangibles was related to our Power
Circuits acquisition and therefore began in the third fiscal quarter 1999.
Management fees increased at the time of the Power Circuits acquisition due
to the increased scope of services provided under a new management agreement
with T.C. Management IV and Brockway Moran & Partners Management.
Net income decreased or remained approximately flat in three of the last six
fiscal quarters. Net income decreased from $1.3 million in the first fiscal
quarter to a loss of $377,000 in the second fiscal quarter primarily due to
lower sales and gross profit. While sales and gross profit rebounded in the
third fiscal quarter 1999, we incurred a net loss of $1.3 million due to
increased debt levels and related interest expense as well as the addition of
goodwill and intangibles amortization resulting from the Power Circuits
acquisition in July. Further contributing to the loss was the $1.5 million
after-tax extraordinary item related to the write-off of debt issuance costs in
connection with refinancing our senior credit facility. Net income improved in
the following three fiscal quarters due to higher sales volumes and gross profit
while our interest and amortization expenses remained approximately constant.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are cash provided by operations and
borrowings under various debt agreements. Our principal uses of cash have been
to finance mergers and acquisitions, meet debt service requirements and finance
capital expenditures. We anticipate that these uses will continue to be our
principal uses of cash in the future.
Net cash provided by operating activities was $11.5 million in 1997 and
$7.5 million in 1998. Net cash used in operating activities was $2.2 million in
1999. Debt issuance costs, higher cash interest expense associated with our
purchase of Power Circuits and an increase in working capital led to a net use
of cash in 1999. Net cash provided by operating activities was $12.1 million in
the first two fiscal quarters 2000 resulting from higher net income.
Fluctuations in net cash provided by operating activities are attributable to
increases and decreases in our net income before non-cash charges and
fluctuations in working capital caused by changes in cash, accounts receivable,
inventories and accounts payable. Our working capital as a percentage of net
sales decreased from 24.1% in 1997 to 10.3% in 1998. This decrease was primarily
due to a $10.9 million reduction in cash balances from $11.1 million for the
year ended December 31, 1997 to $200,000 for the year ended December 31, 1998
associated with our leveraged recapitalization in December 1998. Prior to our
leveraged recapitalization, excess cash flow from operations was invested in
treasury securities and generated significant interest income. Since our
leveraged recapitalization, changes in our working capital have been
approximately proportional to our sales growth, with working capital at 10.3% of
net sales in 1998 and at 13.1% of net sales in 1999.
Net cash used in investing activities was $9.1 million in 1997. Net cash
provided by investing activities was $5.7 million in 1998. Net cash used in
investing activities was $99.9 million in 1999 and $4.8 million in the first two
fiscal quarters 2000. These activities consist of capital expenditures in each
43
period and cash of $95.5 million used in the acquisition of Power Circuits in
1999. Our capital expenditures were $2.6 million in 1997, $1.7 million in 1998
and $4.5 million in 1999. Currently we have no capital lease obligations. We
anticipate capital expenditures of $12.0 million in 2000 reflecting our intent
to expand capacity at all of our facilities.
Net cash used in financing activities was $3.4 million in 1997 and
$16.7 million in 1998. Net cash provided by financing activities was
$103.2 million in 1999. Net cash used in financing activities was $8.0 million
in the first two fiscal quarters 2000. Our principal financing activities in
1999 included the repayment of existing debt facilities and borrowings on our
new debt facilities in connection with the Power Circuits acquisition. Common
stock amounting to $37.5 million was also issued to fund this acquisition. In
1998, our principal financing activities included repayment of our existing debt
facilities and the new financings associated with our leveraged
recapitalization. This recapitalization also included distributions to
stockholders. In addition, our principal financing activities in 1997 included
normal borrowings and repayments under our credit facilities as well as
stockholder distributions.
As of July 3, 2000, we had outstanding long-term obligations of
$132.8 million consisting of $111.6 million under our senior credit facility,
$13.3 million of senior subordinated notes and $7.9 million of a deferred
retention bonus payable. Our senior credit facility consists of term loans and a
$15.0 million revolving credit facility, of which $13.3 million was available as
of July 3, 2000. The minimum principal payment obligation on our term loan is
$3.6 million for fiscal year 2000. No other debt instruments require minimum
principal repayments during 2000. We intend to use the net proceeds we receive
from this offering to repay indebtedness and long-term obligations, including
redeeming all of our senior subordinated notes, our subordinated notes and a
portion of our senior credit facility, and eliminating our obligations under our
retention bonus plan. As of July 3, 2000, our weighted average interest rate
under our senior credit facility was 10.4%.
Based on our current level of operations, we believe that cash generated
from operations, available cash and amounts available under our senior credit
facility will be adequate to meet the debt service requirements, capital
expenditures and working capital needs of our current operations for at least
the next 24 to 36 months. We may require additional financing if we decide to
consummate additional acquisitions. We are highly leveraged and our future
operating performance and ability to service or refinance our senior credit
facility will be subject to future economic conditions and to financial,
business and other factors, many of which are beyond our control.
QUANTITATIVE AND QUALITATIVE DISCLOSURE RELATING TO MARKET RISKS
INTEREST RATE RISK. Our senior credit facility bears interest at floating
rates. We reduce our exposure to interest rate risks through swap agreements. In
conjunction with this offering, we intend to evaluate our interest rate exposure
from our remaining debt and will modify the terms of our interest rate exchange
agreements to ensure they remain an effective cash flow hedge for our variable
rate debt.
Under the terms of our current swap agreements, we pay maximum annual rates
of interest applied to notional amounts. These notional amounts equal 60% of the
principal balance outstanding under our senior credit facility for the period
beginning August 16, 1999 through December 31, 2001. During this period, our
maximum annual rate ranges from 5.08% to 6.36% for a given month. The term loan
facility portion of our senior credit facility bears interest based on one-month
LIBOR. As of July 3, 2000, one-month LIBOR was 6.63%. If one-month LIBOR
increased by 10% to 7.29%, interest expense related to the term loan facility
portion would increase by $684,000 in 2000. However, the increase in interest
expense would be offset by $358,000 in payments we would be entitled to receive
under our swap agreements.
The revolving credit facility bears interest ranging from 2.25% to 3.25% per
annum plus the applicable LIBOR or from 0.75% to 1.75% per annum plus the
federal reserve reported overnight
44
funds rate plus 0.50% per annum. Therefore, a 10% change in interest rates as of
July 3, 2000, is not expected to materially affect the interest expense to be
incurred on this facility during such period.
FOREIGN CURRENCY EXCHANGE RISK. All of our sales are denominated in U.S.
dollars, and as a result, we have relatively little exposure to foreign currency
exchange risk with respect to sales made.
IMPACT OF INFLATION. We believe that our results of operations are not
dependent upon moderate changes in the inflation rate as we expect that we will
be able to pass along component price increases to our customers.
RISKS ASSOCIATED WITH INTANGIBLE ASSETS
As of July 3, 2000, our consolidated balance sheet reflected $85.5 million
of intangible assets, a substantial portion of our total assets at such date.
Intangible assets consist of goodwill and other identifiable intangibles
relating to our acquisition of Power Circuits. The balances of these intangible
assets may increase in future periods, principally from the consummation of
further acquisitions. Amortization of these additional intangibles would, in
turn, have a negative impact on earnings. In addition, we continuously evaluate
whether events and circumstances have occurred that indicate the remaining
balance of intangible assets may not be recoverable. When factors indicate that
assets should be evaluated for possible impairment, we may be required to reduce
the carrying value of our intangible assets, which could have a material adverse
effect on our results during the periods in which such a reduction is
recognized. We may be required to write down intangible assets in future
periods.
RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or SFAS, No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments and hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. SFAS No 137, issued by the FASB in July 1999,
establishes a new effective date for SFAS No. 133. This statement, as amended by
SFAS No. 137, is effective for all fiscal quarters of fiscal years beginning
after June 15, 2000 and is therefore effective for us beginning with our first
fiscal quarter 2001. Based upon the nature of the financial instruments and
hedging activities in effect as of the date of this filing, this pronouncement
would require us to reflect the fair value of our derivative instruments on the
consolidated balance sheet. Changes in fair value of these instruments will be
reflected as a component of comprehensive income.
45
BUSINESS
OVERVIEW
We provide time-critical, one-stop printed circuit board manufacturing
services to original equipment manufacturers and electronic manufacturing
services providers. Our printed circuit boards serve as the foundation of
electronic products such as routers, switches, servers, computer memory modules
and communications infrastructure equipment. Our customers primarily serve such
rapidly growing segments of the electronics industry as networking, high-end
computing, including servers, and computer peripherals. Our time-to-market
manufacturing services enable our customers to shorten the time required to
develop new products and introduce them to market.
We provide our customers with an integrated manufacturing solution that
encompasses all stages of an electronic product's life cycle. Our facility
specialization strategy allows us to place each order in the facility optimized
for that customer's particular delivery time and volume needs. In addition, we
utilize compatible technology and manufacturing processes at each of our
facilities to provide consistent quality and the efficient movement of orders
among facilities.
We offer a one-stop manufacturing solution that includes the following
services:
QUICK-TURN SERVICES:
- PROTOTYPE PRODUCTION. We manufacture prototype printed circuit boards in
quantities of up to 50 boards per order with delivery times ranging from
as little as 24 hours to 10 days.
- RAMP-TO-VOLUME PRODUCTION. Our ramp-to-volume services typically include
manufacturing up to several hundred printed circuit boards per order with
delivery times ranging from two to 10 days.
For the year ended December 31, 1999, orders with delivery requirements of
10 days or less represented 32% of our pro forma gross sales and 26% of our
historical gross sales. Ten day or less orders represented a significantly
higher percentage of gross sales for our Santa Ana facility which focuses on
prototype production and new customer development. Pro forma gross sales at this
facility increased by 71% for the first two fiscal quarters 2000, compared with
the same period in the prior year.
STANDARD DELIVERY TIME SERVICES:
- VOLUME PRODUCTION. Our volume production services, which typically target
higher complexity printed circuit boards, include manufacturing up to
several thousand printed circuit boards per order with delivery times
ranging from three to eight weeks.
We provide our time-to-market services primarily to customers whose products
are subject to continuous technological developments and numerous product
improvements. Our top seven original equipment manufacturer customers include
ATL Ultrasound, Ciena, Compaq, General Electric, Motorola, NEC, and Radisys, and
our top five electronic manufacturing services customers include ACT
Manufacturing, Celestica, ETMA, K*TEC, and Solectron.
INDUSTRY BACKGROUND
Printed circuit boards serve as the foundation of all complex electronic
products. The printed circuit board manufacturing industry has benefited from
the proliferation of electronic products in a variety of applications, ranging
from consumer products, such as cellular telephones, to high-end commercial
electronic products, such as communications and computer networking equipment.
Printed circuit boards are manufactured from sheets of laminated material, or
panels. Each panel is typically
46
subdivided into multiple printed circuit boards, each consisting of a pattern of
electrical circuitry etched from copper to provide an electrical connection
between the components mounted to it.
Primary purchasers of printed circuit boards are original equipment
manufacturers and electronic manufacturing services providers. Total United
States production for rigid printed circuit boards, the type we manufacture, was
$8.1 billion in 1999 and is projected to grow to $11.1 billion in current
dollars in 2002, a compound annual growth rate of 11.0%. Domestic production of
multilayer printed circuit boards was $6.5 billion in 1999, or 80.0% of the
rigid market, and is expected to reach $9.3 billion in current dollars in 2002,
a compound annual growth rate of 12.8%. Printed circuit boards manufactured for
communications equipment are expected to account for a disproportionate share of
growth in the multilayer segment, increasing by a compound annual growth rate of
22.1% in current dollars through 2002.
Products within the networking, high-end computing and computer peripherals
markets have high levels of complexity and short life cycles as original
equipment manufacturers continually develop new and increasingly sophisticated
products. We believe these characteristics benefit printed circuit board
manufacturers that can assist original equipment manufacturers in bringing a
product to market faster by providing the engineering expertise, process
controls and execution capability to accelerate product development and quickly
proceed to volume production. Manufacturers of complex electronics products in
emerging high-growth markets, including broadband technologies such as optical
networking, digital subscriber lines and wireless applications, and data storage
technologies such as storage area networks are also under pressure to bring
their products to market faster. These markets are growing as a result of
technological change, demand for a wider variety of product applications, and
increasingly powerful electronic components. We believe that the time-critical
and highly complex nature of these new and emerging markets will further
increase the demand for rapid production of complex printed circuit boards.
We see several trends for the printed circuit board manufacturing industry.
These include:
SHORTER ELECTRONIC PRODUCT LIFE CYCLES. Rapid changes in technology are
shortening the life cycles of complex electronic products and reducing the
period during which products are profitable, placing greater pressure on
original equipment manufacturers to bring new products to market faster.
Original equipment manufacturers are placing increased emphasis on the prototype
stage of printed circuit board production in order to accelerate product
development. In addition, the rapid adoption of innovative electronic products
is heightening the need for original equipment manufacturers to minimize the
time required to advance products from prototype design to product introduction.
We believe these time-to-market requirements are causing original equipment
manufacturers to increasingly rely on printed circuit board manufacturers who
have the capability to meet the needs of compressed product life cycles.
INCREASING COMPLEXITY OF ELECTRONIC PRODUCTS. The increasing complexity of
electronic products is driving technological advancements in printed circuit
boards. Original equipment manufacturers are continually designing more complex
and higher performance electronic products, which require printed circuit boards
that can accommodate higher speeds and component densities. We believe that
original equipment manufacturers are increasingly relying upon larger printed
circuit board manufacturers who possess the scale and financial resources
necessary to invest in advanced manufacturing process technologies and
sophisticated engineering staff, often to the exclusion of smaller printed
circuit board manufacturers who do not possess such technology or resources.
DECREASED RELIANCE ON MULTIPLE PRINTED CIRCUIT BOARD MANUFACTURERS BY
ORIGINAL EQUIPMENT MANUFACTURERS. Original equipment manufacturers have
traditionally relied on multiple printed circuit board manufacturers to provide
different services as an electronic product moves through its life cycle. We
believe that the transfer of a product among different printed circuit board
manufacturers results in
47
increased costs and inefficiencies due to incompatible technologies and
manufacturing processes and production delays. As a result, we believe that
original equipment manufacturers are reducing the number of printed circuit
board manufacturers which they rely on, presenting an opportunity for those who
can offer one-stop manufacturing capabilities.
CONSOLIDATION OF INDEPENDENT PRINTED CIRCUIT BOARD MANUFACTURERS. As more
complex electronic products proliferate, printed circuit board manufacturers
require substantial investment in advanced production facilities, engineering
and manufacturing expertise and process technology. These capital and technology
requirements have contributed to consolidation in the printed circuit board
manufacturing industry. In 1993, the 14 largest independent printed circuit
board manufacturers accounted for approximately 33% of the U.S. market. In 1999,
the 10 largest independent printed circuit board manufacturers accounted for
approximately 52% of the U.S. market. Each of these 10 largest independent
manufacturers had net sales greater than $100 million in 1999. In addition,
several printed circuit board manufacturers have recently merged with or been
acquired by electronic manufacturing services providers. We believe this
development benefits the remaining independent printed circuit board
manufacturers as electronic manufacturing services providers may be less willing
to make purchases of printed circuit boards from their vertically integrated
competitors.
THE TTM SOLUTION
We assist our customers in bringing sophisticated electronic products to
market faster by offering them time-critical, one-stop manufacturing services
for highly complex printed circuit boards. Key aspects of our solution include:
TIME-TO-MARKET FOCUSED SERVICES. We deliver highly complex printed circuit
boards to customers in as little as 24 hours, which allows them to rapidly
develop sophisticated electronic products and quickly bring these products to
market. During 1999, we generated 32% of our pro forma gross sales and 26% of
our historical gross sales from orders with delivery requirements of 10 days or
less. Furthermore, our one-stop manufacturing capabilities allow us to rapidly
advance electronic products from the prototype stage through ramp-to-volume and
volume production.
STRONG PROCESS AND TECHNOLOGY EXPERTISE. We deliver time-critical, highly
complex manufacturing services through our advanced manufacturing process and
technology expertise. Key elements of our process expertise include the
integration of our facilities with one another through compatible technology and
processes and our early adoption and continuous evaluation of new technologies
to further reduce delivery times, improve quality, increase yields and decrease
costs.
Our technology expertise is evidenced by our focus on high complexity,
higher layer count printed circuit boards. In 1999, 47% of our pro forma gross
sales and 48% of our historical gross sales were from the manufacture of printed
circuit boards with at least eight layers, an industry accepted measure of
complexity. This amount increased to 52% of our gross sales for the first two
fiscal quarters 2000. In addition, many of our lower layer count boards are
complex as a result of the incorporation of other technologically advanced
features. Our Burlington facility manufactures printed circuit boards primarily
on 24 by 30 inch panels, compared to an industry standard of 18 by 24 inches.
This larger panel size provides 67% more usable surface area than the industry
standard which allows us to manufacture more printed circuit boards per panel
resulting in increased manufacturing efficiencies.
ONE-STOP MANUFACTURING SOLUTION. We provide a one-stop manufacturing
solution to our customers for each stage of an electronic product's life cycle
by placing each order in the facility best suited for the customer's particular
delivery time and volume needs. Our range of services enable us to capture
volume production from our quick-turn customers and quick-turn production of
next generation products from our volume customers.
48
STRATEGY
Our goal is to be the leading provider of time-critical, one-stop
manufacturing services for highly complex printed circuit boards. Key aspects of
our strategy include:
TARGETING ADDITIONAL CUSTOMERS IN HIGH-GROWTH MARKETS. Our time-to-market
philosophy is a strong complement to the rapid introduction and short product
life cycle of advanced electronic products. We currently focus our marketing
efforts on original equipment manufacturers and electronic manufacturing
services providers in the high-growth networking, high-end computing and
computer peripherals segments of the electronics industry. We also target
providers of next-generation technology, including broadband technologies such
as optical networking, digital subscriber lines and wireless applications, and
data storage technologies such as storage area networks.
FURTHER EXPANDING OUR QUICK-TURN MANUFACTURING CAPACITY. We recently
completed a significant expansion of our Santa Ana facility, increasing
quick-turn capacity by approximately 60%. This expansion allows us to better
serve our existing customer base and attract new customers needing quick-turn
services. In addition, as early as the second fiscal quarter 2001, we intend to
further expand our manufacturing capacity within this facility by occupying
approximately 22,000 additional square feet which we currently sublease.
CAPITALIZING ON OUR QUICK-TURN SERVICES TO CAPTURE FOLLOW-ON VOLUME
PRODUCTION. Our quick-turn capabilities allow us to establish relationships
with original equipment manufacturers and electronic manufacturing services
providers early in a product's life cycle and often gives us an advantage in
securing a preferred vendor status for subsequent volume production
opportunities. We intend to capitalize on these relationships to increase demand
for our volume production services.
CONTINUING TO IMPROVE OUR TECHNOLOGICAL CAPABILITIES AND PROCESS MANAGEMENT
SYSTEMS. We are consistently among the earliest adopters of new developments in
printed circuit board manufacturing processes and technology. We continuously
evaluate new processes and technology to further reduce our delivery times,
improve quality, increase yields and decrease costs. We will continue to pursue
our facility specialization strategy and deploy manufacturing processes and
technology suited for each customer's delivery time and volume requirements. In
addition, we will continue to develop and implement manufacturing processes and
technology that allow our facilities to remain fully integrated.
PURSUING COMPLEMENTARY ACQUISITION OPPORTUNITIES. We continuously consider
strategic acquisitions of companies and technologies that may enhance our
competitive position by strengthening our service offering and expanding our
customer base. For example, our July 1999 acquisition of Power Circuits provided
us with significant quick-turn manufacturing capabilities and diversified our
customer base and end-markets.
SERVICES
We provide our customers with an integrated manufacturing solution that
encompasses all stages of an electronic product's life cycle from prototype
through ramp-to-volume and volume production. Our services include:
QUICK-TURN SERVICES:
PROTOTYPE PRODUCTION. We provide prototype services primarily at our
facility in Santa Ana, California, where we serve customers that require limited
quantities of printed circuit boards. A typical order size is up to 50 printed
circuit boards with delivery times ranging from as little as 24 hours to 10
days. We believe the ability to meet our customers' prototype demands
strengthens our long-term relationships and gives us an advantage in securing a
preferred vendor status when customers begin ramp-to-volume and volume
production. Our Santa Ana facility is available seven days per week and
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24 hours per day to be able to respond quickly to customer orders. We also
provide prototype production as a secondary use of our Redmond facility.
RAMP-TO-VOLUME PRODUCTION. We provide ramp-to-volume services primarily at
our facility in Redmond, Washington. Our ramp-to-volume service typically
includes the manufacture of up to several hundred printed circuit boards per
order with delivery times ranging from two to 10 days. We provide our customers
with ramp-to-volume services to transition a product from prototype to volume
production or as a temporary solution for unforeseen manufacturing issues or
customer demands. Our Redmond facility is available seven days per week and
24 hours per day to be able to respond quickly to customer orders. We also
provide ramp-to-volume production as secondary uses of our Santa Ana and
Burlington facilities.
STANDARD DELIVERY TIME SERVICES:
VOLUME PRODUCTION. We provide volume production primarily at our facility
in Burlington, Washington, where we manufacture printed circuit boards for use
in the commercial production phase. Our volume production service targets higher
complexity printed circuit boards and manufactures up to several thousand
printed circuit boards per order with delivery times typically ranging from
three to eight weeks. Our volume production services complement our prototype
and ramp-to-volume production and allow us to offer customers one-stop
manufacturing capabilities. In addition, we are able to augment the services we
provide to our existing volume production customers by providing prototype and
ramp-to-volume manufacturing for their next generation products. Our Burlington
facility operates seven days per week. We also provide volume production as a
secondary use of our Redmond facility.
TECHNOLOGY
The market for our products is characterized by rapidly evolving technology.
In recent years, the trend in the electronic products industry has been to
increase the speed, complexity and performance of components while reducing
their size. Although none of our technology is proprietary to us, we believe our
technological capabilities allow us to address the needs of manufacturers who
need to bring complicated electronic products to market faster. Our printed
circuit boards serve as the foundation of products such as routers, switches,
servers, computer memory modules and communications infrastructure equipment,
among other applications.
To manufacture printed circuit boards, we generally receive circuit designs
directly from our customers in the form of computer data files, which we review
to ensure data accuracy and product manufacturability. Processing these computer
files with computer aided design technology, we generate images of the circuit
patterns that we then physically develop on individual layers using advanced
photographic processes. Through a variety of plating and etching processes, we
selectively add and remove conductive materials to form horizontal layers of
thin circuits called traces, which are separated by insulating material. A
finished multilayer circuit board laminates together a number of layers of
circuitry, using intense heat and pressure under vacuum. Vertical connections
between layers are achieved by plating through small holes called vias. Vias are
made by highly specialized drilling equipment capable of achieving extremely
fine tolerances with high accuracy. We specialize in high layer printed circuit
boards with extremely fine geometries and tolerances. Because of the tolerances
involved, we use clean rooms in certain manufacturing processes where tiny
particles might otherwise create defects on the circuit patterns, and use
automated optical inspection systems to ensure consistent quality.
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We believe the highly specialized equipment we use is among the most
advanced in our industry. We provide a number of advanced technologies,
including:
- 20+ LAYER PRINTED CIRCUIT BOARDS. Manufacturing printed circuit boards
with higher numbers of layers is more difficult to accomplish due to the
greater number of processes required. We estimate that in 1999, the
average layer count for printed circuit boards produced in the United
States, weighted for sales revenue per board, was approximately 5.8 layers
and only 11.4% of printed circuit board production, weighted for sales
revenue per board, consisted of 16 layers or more. We reliably manufacture
printed circuit boards with more than 20 layers in a time-critical manner.
- BLIND AND BURIED VIAS. Vias are drilled holes which provide electrical
connectivity between layers of circuitry in a printed circuit board. They
typically extend all the way through the circuit board, providing
connections to external features. As the demand for wiring density in a
circuit board increases, vias may block channels that are needed for
circuitry. As an alternative to the difficult task of adding more layers,
blind and buried via technology is employed. Blind vias connect the
surface layer of the printed circuit board to the nearest inner layer.
Buried vias are holes that do not reach either surface of the printed
circuit board but allow inner layers to be interconnected. Blind and
buried vias are generally created with lasers employing depth control as
opposed to mechnical drills. Since blind and buried vias only extend
through the layers of the printed circuit board in which they are
required, more space is available on unpierced layers. Products with blind
and buried vias can be made thinner, smaller, lighter and with more
functionality than products with traditional vias.
- 0.003 INCH TRACES AND SPACES. Traces are the connecting copper lines
between the different components of the printed circuit board and spaces
are the distances between traces. The smaller the traces and tighter the
spaces, the higher the density on the printed circuit board and the
greater the expertise required to achieve a desired final yield on an
order. In 1999, less than 5% of all printed circuit boards manufactured in
the United States contained traces and spaces of 0.003 inches or less.
- ASPECT RATIOS OF UP TO 10:1. The aspect ratio is the ratio between the
thickness of the printed circuit board to the diameter of a drilled hole.
The higher the ratio, the greater the difficulty to reliably form,
electroplate and finish all the holes on a printed circuit board.
- 24 BY 30 INCH PANELS. Our Burlington facility is configured for volume
production of printed circuit boards based on a 24 by 30 inch panel size,
compared to an industry standard panel size of 18 by 24 inches. This
larger panel size provides 67% more usable surface area than the industry
standard which allows us to manufacture more printed circuit boards per
panel resulting in increased manufacturing efficiencies.
- THIN CORE PROCESSING. A core is the basic inner-layer building block
material from which printed circuit boards are constructed. A core
consists of a flat sheet of material comprised of glass-reinforced resin
with copper foil on either side. The thickness of inner-layer cores is
determined by the overall thickness of the printed circuit board and the
number of layers required. The demand for thinner cores derives from
requirements of thinner printed circuit boards, higher layer counts and
various electrical parameters. Core thickness in our printed circuit
boards range from as little as 0.002 inches up to 0.062 inches. By
comparison, the average human hair is 0.004 inches in diameter. During
1999, less than 10% of cores for multilayer printed circuit boards
manufactured in the United States were less than .0045 inches thick.
- SEQUENTIAL LAMINATION. When using blind and/or buried via technology in a
multi-layer printed circuit board, we often incorporate sequential
lamination manufacturing processes. Sequential lamination uses a multiple
construction approach that generally increases the complexity of
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manufacturing due to an increase in the number of production steps. We use
sequential lamination when there is a requirement for multiple sets of
laminated, drilled and plated via assemblies. We estimate that fewer than
10% of U.S. printed circuit board manufacturers can produce boards with
multiple sequential laminations and even fewer of these include
combinations with multi-layered via assemblies.
- MICROVIAS. Microvias are small vias with diameters generally between 0.001
inches and 0.005 inches after plating. These very small vias consume much
less space on the layers they interconnect, thereby providing for greater
wiring densities and closer spacing of components and their attachment
pads. The fabrication of printed circuit boards with microvias requires
specialized equipment, such as laser drills, and highly developed process
knowledge. Applications such as handheld wireless devices employ microvias
to obtain a higher degree of functionality from a given surface area.
During 1999, less than 1% of printed circuit boards manufactured in the
United States used laser drill technology.
- MICRO BALL GRID ARRAY/CHIP-ON-BOARD FEATURES. A ball grid array is a
method of mounting an integrated circuit or other component to a printed
circuit board. Rather than using pins, also called leads, the component is
attached with small balls of solder at each contact. This array method
allows for greater input/output density and requires printed circuit
boards with higher layer counts and tighter lines and spaces. A micro ball
grid array is an array structure where the distance between component pads
is 0.031 inches or less. A chip-on-board device is a component mounted
with pins where the distance between component pads is 0.016 inches or
less.
- UP TO 25,000 TEST POINTS PER PRINTED CIRCUIT BOARD. Each component lead or
attachment point of a printed circuit board corresponds to an electrical
test point. Given the high costs of assembling printed circuit boards with
multiple components, it is essential that a complete electrical test
against the design intent be performed at the bare board level to ensure
that all the components are working correctly. The standard metrics for
assessing test capability is test equipment size and test point density,
which in combination determine the testability of a product. We have the
ability to manufacture printed circuit boards with over 25,000 test points
per board.
- DIFFERENTIAL IMPEDANCE. Some highly complex printed circuit boards require
that the electric signals transmitted through traces be highly controlled
within specific areas of the board. Our differential impedance technology
regulates signals between traces and provides the means to accurately
produce printed circuit boards to these requirements.
CUSTOMERS AND MARKETS
Our customers include both original equipment manufacturers and electronic
manufacturing services providers that primarily serve rapidly growing segments
of the electronics industry, including networking, high-end computing and
computer peripherals. We measure customers as those companies that place at
least two orders in a 12-month period. As of December 31, 1999, we had more than
400 customers.
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Our top 25 customers in 1999 were:
In 1999, sales to our two largest customers, Solectron and Compaq, including
Compaq-directed electronic manufacturing services providers, accounted for 16.9%
and 15.3% of our pro forma net sales and 19.4% and 16.7% of our historical net
sales. In 1999, sales to our 10 top customers accounted for 62.3% of our pro
forma net sales. Solectron accounted for 16.0% of our net sales for the first
two fiscal quarters 2000 and Compaq, including Compaq-directed electronic
manufacturing services providers, accounted for 15.3% of our net sales. Sales to
our top 10 customers accounted for 56.5% of our net sales for the first two
fiscal quarters 2000.
In 1999, 85.9% of our pro forma net sales were in the United States, 8.6% in
Singapore, and the remainder in Europe and other Asian countries. In 1999, 84.2%
of our historical net sales were in the United States, 9.9% in Singapore, and
the remainder in Europe and other Asian countries. For the first two fiscal
quarters 2000, 91.5% of our net sales were in the United States, 3.0% in
Singapore, 3.4% in England and the remainder primarily in other European and
Asian countries.
The following table shows the percentage of our net sales in each of the
principal end-markets we served for the periods indicated.
SALES AND MARKETING
Our marketing strategy focuses on establishing long-term relationships with
our customers' engineering staff and new product introduction personnel early in
the product development phase. As the product moves from the prototype stage
through ramp-to-volume and volume production, we shift our focus to the
procurement department within the customer to be able to capture sales at each
stage of the product's life cycle.
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Our staff of engineers, sales support and managers support our sales
representatives in advising customers with respect to manufacturing feasibility,
design review and technology limits through direct customer communication,
e-mail and customer visits. We combine our sales efforts with customer service
at each facility to better serve our customers. In order to establish individual
salesperson accountability for each client, each customer is assigned one
salesperson for all services across all facilities.
We market our services through six direct and 48 independent sales
representatives, supervised by a management team of four. In 1999, 72% of our
pro forma net sales and 73% of our historical net sales were generated through
our independent sales representatives. We believe there are significant
opportunities for us to increase our penetration throughout the United States
through further expansion of our direct and independent sales representatives.
FACILITIES
Our principal manufacturing facilities are as follows:
We own all of our facilities with the exception of 18,000 square feet at our
Santa Ana facility, which we occupy under a lease expiring in March 2018. We
have a five-year option to purchase this leased space, which expires in
July 2004. We currently sublease 22,000 square feet of additional space in Santa
Ana, which we intend to occupy for future growth in the second fiscal quarter of
2001. We own our facility in Burlington and operate it under a land lease that
expires in July 2025.
We believe our facilities and state-of-the-art technology are currently
adequate for our operating needs. We are qualified under various standards,
including UL (Underwriters Laboratories) approval for electronics. In addition,
all of our facilities are ISO 9002 certified. These certifications require that
we meet standards related to management, production and quality control, among
others.
Our owned facilities are subject to mortgages under our senior credit
facility. See "Management's Discussion and Analysis of Results of Operations and
Financial Condition" and our consolidated financial statements contained
elsewhere in this prospectus.
SUPPLIERS
The primary raw materials that we use in production include copper-clad
layers of fiberglass of varying thickness impregnated with bonding materials,
chemical solutions such as copper and gold for plating operations, photographic
film, carbide drill bits and plastic for testing fixtures.
We use just-in-time procurement practices to maintain our raw materials
inventory at low levels and work closely with our suppliers to obtain
technologically advanced raw materials. Although we have preferred suppliers for
some raw materials, the materials we use are generally readily available in the
open market and numerous other potential suppliers exist. In addition, we
periodically seek alternative supply sources to ensure that we are receiving
competitive pricing and service. Adequate amounts of all raw materials have been
available in the past and we believe this availability will continue in the
foreseeable future.
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COMPETITION
The printed circuit board industry is highly fragmented and characterized by
intense competition. Our principal competitors include: DDi; Hadco, which was
recently acquired by Sanmina; Merix; and Tyco.
We believe we compete favorably on the following competitive factors:
- capability and flexibility to produce customized complex products;
- ability to offer time-to-market capabilities;
- ability to offer one-stop manufacturing capabilities;
- consistently high-quality product; and
- outstanding customer service.
In addition, we believe our continuous evaluation and early adoption of new
or revised manufacturing and production technologies also gives us a competitive
advantage. We believe that manufacturers like us who have the ability to
manufacture printed circuit boards using advanced technologies such as blind and
buried vias, larger panel size, sequential lamination and smaller traces and
spaces have a competitive advantage over manufacturers who do not possess these
technological capabilities. We believe these advanced manufacturing and
production technologies are increasingly replacing and making obsolete older
technologies that do not provide the same benefits. Our future success will
depend in large part on whether we are able to maintain and enhance our
manufacturing capabilities as new manufacturing and production technologies gain
market share.
Some of our competitors are likely to enjoy substantial competitive
advantages, including:
- greater financial and manufacturing resources that can be devoted to the
development, production and sale of their products;
- more established and broader sales and marketing channels;
- more manufacturing facilities worldwide, some of which are closer in
proximity to our customers;
- manufacturing facilities which are located in countries with lower
production costs; and
- greater name recognition.
BACKLOG
Although we obtain firm purchase orders from our customers, our customers
typically do not make firm orders for delivery of products more than 30 to
90 days in advance. We do not believe that the backlog of expected product sales
covered by firm purchase orders is a meaningful measure of future sales since
orders may be rescheduled or canceled.
GOVERNMENTAL REGULATION
Our operations are subject to federal, state and local regulatory
requirements relating to environmental compliance and site cleanups, waste
management and health and safety matters. In particular, we are subject to
regulations promulgated by:
- the Occupational Safety and Health Administration pertaining to health and
safety in the workplace;
- the Environmental Protection Agency pertaining to the use, storage,
discharge and disposal of hazardous chemicals used in the manufacturing
processes; and
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- corresponding state agencies.
To date, the costs of compliance and environmental remediation have not been
material to us. Nevertheless, additional or modified requirements may be imposed
in the future. If such additional or modified requirements are imposed on us, or
if conditions requiring remediation were found to exist, we may be required to
incur substantial additional expenditures.
In July 1998, we experienced an explosion at our wastewater-treatment
facility in Redmond caused by operator error. No injuries resulted and the
treatment system was completely repaired within 45 days. Our management
estimates the impact of lost revenues as a result of the incident was
$1.8 million. The treatment system is currently fully operational and with all
necessary permits. We have taken precautions at this facility to prevent such an
incident from occurring again, such as increasing ventilation as well as
upgrading process plumbing and chemical delivery systems. Our Burlington and
Santa Ana facilities have already taken such preventive measures. Accordingly,
we do not believe there is a risk of a similar incident occurring at these
facilities.
EMPLOYEES
As of July 3, 2000, we had 1,179 employees, none of whom are represented by
unions. Of these employees, 1,105 were involved in manufacturing and
engineering, 35 worked in sales and marketing and 39 worked in accounting,
systems and other support capacities. We have not experienced any labor problems
resulting in a work stoppage and believe that we have good relations with our
employees.
LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings; however, we
may from time to time become a party to various legal proceedings arising in the
ordinary course of our business.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth our directors and executive officers, their
ages as of July 3, 2000, and the positions currently held by each person:
KENTON K. ALDER has served as our Chief Executive Officer, President and
Director since March 1999. From January 1997 to July 1998, Mr. Alder served as
Vice President Tyco Printed Circuit Group Inc., a printed circuit board
manufacturer. Prior to that time, Mr. Alder served as President and Chief
Executive Officer of ElectroStar, Inc., previously a publicly held printed
circuit board manufacturing company, from December 1994 to December 1996. From
January 1987 to November 1994, Mr. Alder served as President of Lundahl Astro
Circuits Inc., the predecessor company to ElectroStar. Mr. Alder holds a
Bachelor of Science in Finance and a Bachelor of Science in Accounting from Utah
State University.
JEFFREY W. GOETTMAN has served as our Chairman and Director since December
1998. Mr. Goettman has been a Managing Director at T.C. Equity Partners L.L.C.
and T.C. Equity Partners IV, L.L.C., each a private equity investment company,
since February 1998. Prior to that time, Mr. Goettman served as a Managing
Director and founder of the electronic manufacturing services group at Robertson
Stephens & Co. Inc., an investment bank, from February 1994 to February 1998. In
addition, Mr. Goettman has been a Director of EFTC Corporation, an electronics
manufacturing services company, since March 2000. Mr. Goettman holds a Bachelor
of Science from Duke University and a Master of Business Administration from the
Stanford University Graduate School of Business.
MICHAEL E. MORAN has served as our Director since December 1998 and our
Vice-Chairman since June 1999. Mr. Moran has been a founding partner of Brockway
Moran & Partners, Inc., a private equity investment firm, since January 1998.
Mr. Moran served as a Senior Vice President at Trivest, Inc., a private equity
investment firm, from 1994 to 1998. Mr. Moran previously served on the board of
directors of ElectroStar, Inc., a publicly held printed circuit board
manufacturing company that was sold to Tyco International in January 1997.
Mr. Moran holds a Bachelor of Science in Business Administration from Drake
University and a Master of Business Administration from DePaul University.
STACEY M. PETERSON has served as our Chief Financial Officer since February
2000. From May 1998 to February 2000, Ms. Peterson served as Business Manager,
ARCO Products Company at Atlantic Richfield Company, an oil and gas company.
Prior to that time, Ms. Peterson served as Chief Financial
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Officer, from July 1996 to May 1998, and Controller, from November 1995 to July
1996, of PayPoint Business Unit of Atlantic Richfield Company. From August 1993
to November 1995, Ms. Peterson served as Financial Advisor, Corporate Finance at
Atlantic Richfield Company. Ms. Peterson holds a Bachelor of Science in Applied
Economics and Business Management from Cornell University and a Master of
Business Administration from the University of Pennsylvania, the Wharton School.
BRAD W. PLAYFORD has served as our Vice President, Marketing and Strategic
Planning since June 2000 and our Vice President, Sales and Marketing from July
1999 to May 2000. From January 1995 to June 1999, Mr. Playford served as
Director of Sales and Marketing of Power Circuits. Mr. Playford holds a Bachelor
of Arts in Materials and Logistics Management from Michigan State University.
O. CLAY SWAIN has served as our Vice President, Sales since June 2000 and
our National Sales Manager from March 2000 to May 2000. From July 1999 to
February 2000, Mr. Swain served as General Manager of Tyco Printed Circuit
Group, Logan Division, a publicly held printed circuit board manufacturing
company. From January 1997 to June 1999, Mr. Swain served as Director of Sales
of Tyco Printed Circuit Group. From December 1994 to December 1996, Mr. Swain
served as National Sales Manager of ElectroStar, Inc., previously a publicly
held printed circuit board manufacturing company. Mr. Swain holds a Bachelor of
Science and a Master in Business Administration from Utah State University.
JAMES H. EISENBERG is a founder of Power Circuits and has served as
President at our Santa Ana facility since 1985. Mr. Eisenberg holds a Bachelor
of Science in Accountancy from the University of Illinois, Champaign-Urbana and
a Juris Doctor from the University of California, Los Angeles.
DALE W. ANDERSON is a founder of Power Circuits and has served as Vice
President at our Santa Ana facility since 1985.
GARY L. REINHART has served as our Director of Operations since June 2000.
From June 1986 to May 2000, Mr. Reinhart served in various positions with us,
including Director of Manufacturing and Chief Operating Officer.
STEVEN K. POINTER has served as our Director of Operations at our Burlington
facility since December 1999. From March 1988 to December 1999, Mr. Pointer
served in various positions with us, including General Manager of our Burlington
facility, Process Engineering Manager and engineer.
GEORGE M. DALICH has served as our Director of Quality and Technology, at
our Redmond facility since March 1993. From June 1982 to March 1993, Mr. Dalich
served as the Process Engineering Manager at Praegitzer Industries Inc., a
printed circuit board manufacturing company. Mr. Dalich holds a Bachelor of
Science in General Science and Medical Technology, a Master of Science and a
Doctor of Philosophy in Pharmacology/Toxicology from Oregon State University.
GENE L. TASCHE has served as our Facilities Director since February 1992.
DOUGLAS P. MCCORMICK has served as our Director since September 1999.
Mr. McCormick has been a Principal at T.C. Equity Partners IV, L.L.C., a private
equity investment company, since July 2000, and was a Vice President of that
company since January 1999. Prior to that time, Mr. McCormick served as an
associate at Morgan Stanley & Co. Incorporated, an investment bank, from June
1997 to January 1999. From September 1995 to June 1997, Mr. McCormick attended
Harvard Business School. From May 1995 to August 1995, Mr. McCormick was an
associate at Bankers Trust Corporation, a financial institution. Mr. McCormick
holds a Bachelor of Science in Economics from the United States Military Academy
and a Master of Business Administration from Harvard Business School.
PHILIP M. CARPENTER III has served as our Director since September 1999.
Mr. Carpenter has been a Vice President of Brockway Moran & Partners, Inc., a
private equity investment firm, since September 1998. From August 1996 to
September 1998, Mr. Carpenter was an Associate at Trivest, Inc., a private
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equity investment firm. Prior to that time, Mr. Carpenter was a Financial
Analyst at Bear, Stearns & Co. Inc., an investment bank, from August 1994 to
June 1996. Mr. Carpenter holds a Bachelor of Science in Accounting from the
State University of New York at Binghamton.
BOARD COMPOSITION
All directors are elected and serve until a successor is duly elected and
qualified or until the earlier of his death, resignation or removal. There are
no family relationships between any of our directors or executive officers. Our
executive officers are elected by and serve at the discretion of the board of
directors.
Prior to the completion of this offering, our board will be divided into
three classes, as nearly equal in number as possible, with each director serving
a three-year term and one class being elected at each year's annual meeting of
stockholders. Mr. Carpenter will be in the class of directors whose term expires
at the 2001 annual meeting of our stockholders. Messrs. Alder and McCormick will
be in the class of directors whose term expires at the 2002 annual meeting of
our stockholders. Messrs. Goettman and Moran will be in the class of directors
whose term expires at the 2003 annual meeting of our stockholders. At each
annual meeting of our stockholders, successors to the class of directors whose
term expires at such meeting will be elected to serve for three-year terms or
until their respective successors are elected and qualified.
DIRECTOR COMPENSATION
We currently pay no compensation to our non-employee directors, and we pay
no additional remuneration to our employees or executive officers for their
service as directors.
COMMITTEES OF THE BOARD OF DIRECTORS
Prior to this offering, our board of directors had two committees, the audit
committee and the compensation committee. The board may also establish other
committees to assist in the discharge of its responsibilities.
The audit committee makes recommendations to the board of directors
regarding the selection of independent auditors to be approved by the
stockholders, reviews the independence of the independent auditors, approves the
scope of the annual audit activities of the independent auditors, approves the
audit fee payable to the independent auditors and reviews audit results with the
independent auditors. The audit committee is currently comprised of Messrs.
Goettman and Moran. Within 90 days after this offering, the audit committee will
be comprised of three independent directors. Arthur Andersen LLP presently
serves as our independent auditors.
The compensation committee provides a general review of our compensation and
benefit plans to ensure that they meet corporate objectives. In addition, the
compensation committee reviews the chief executive officer's recommendations on
compensation of our officers and adopting and changing major compensation
policies and practices, and reports its recommendations to the whole board of
directors for approval and authorization. The compensation committee administers
our stock plans and is comprised of Messrs. Goettman and Moran.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of our compensation committee do not receive compensation for
their services as directors. No interlocking relationship exists between any
member of our compensation committee and any member of any other company's board
of directors or compensation committee.
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EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation for
the year ended December 31, 1999 for our Chief Executive Officer and our four
other most highly compensated executive officers at the end of our last fiscal
year. For ease of reference, we collectively refer to these executive officers
throughout this section as our named executive officers.
SUMMARY COMPENSATION TABLE
Stacey M. Peterson joined us as our Chief Financial Officer in
February 2000 and is not included in the tables relating to summary compensation
and option grants. Ms. Peterson receives an annual salary of $160,000 and is
eligible for a bonus of up to 50% of her annual salary contingent upon meeting
performance criteria.
The amount in the column titled "Other Annual Compensation" represents
commuting costs paid by us to Mr. Alder in 1999.
The amount in the column titled "All Other Compensation" represents the
amount paid by us on the total unpaid retention bonus award to each of the named
executive officers which accrues at a rate of 10% per annum.
OPTION GRANTS
The following table sets forth information with respect to stock options
granted to each of the named executive officers during the year ended
December 31, 1999 under our Management Stock Option Plan.
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OPTION GRANTS IN 1999
The exercise price per share of each option is equal to the fair market
value of the common stock as determined by the board of directors on the date of
grant. The potential realizable values assume that the initial public offering
price of $14.00 per share was the fair market value of the common stock on the
date of grant and that the price of the applicable stock increases from the date
of grant until the end of the ten-year option term at the annual rates
specified. There is no assurance provided to any holder of our securities that
the actual stock price appreciation over the ten-year option term will be at the
assumed 5% and 10% levels or at any other defined level. Under our Amended and
Restated Management Stock Option Plan, 50% of each stock option granted vests on
the eighth anniversary date of the date of grant, subject to adjustment in some
instances and the remaining 50% vests ratably over five years beginning on the
first anniversary of the date of grant.
The percentages above are based on an aggregate of 1,330,002 shares subject
to options we granted to employees in the year ended December 31, 1999.
OPTION EXERCISES
The following table sets forth information for the named executive officers
concerning stock option exercises during our last year and options outstanding
at the end of the last year after giving effect to the stock split, assuming an
offering price of $14.00 per share.
AGGREGATE OPTION EXERCISES IN 1999 AND OPTION VALUES AT DECEMBER 31, 1999
The value of in-the-money options represents the positive spread between the
exercise price of the stock options and the deemed fair market value of the
common stock as of December 31, 1999, which our board of directors determined
was $2.63 per share.
INCENTIVE PLANS
CASH INCENTIVE COMPENSATION PLAN.
Effective January 1, 2000, the Company established a cash incentive
compensation plan to provide a means of retaining and attracting capable
employees and increasing the incentive to key employees to
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maximize the value of our company. Eligible employees receive a portion of a
bonus pool, determined by our board of directors equal to a percentage of our
earnings before interest, taxes and amortization, or EBITA, as defined in the
plan. The bonus pool percentage ranges from 1.0% to 5.0% of our EBITA, and is
based upon achieving target levels of EBITA. The term of the agreement is for a
one-year period with the bonuses payable no later than March 15th of the
succeeding year. Upon a participant's termination of employment without cause or
resignation for good reason, the participant will be entitled to a pro rata
portion of the bonus for the year in which employment is terminated. Upon a
termination for cause or a resignation without good reason, participants forfeit
all rights to receive their cash incentive bonus.
AMENDED AND RESTATED MANAGEMENT STOCK OPTION PLAN.
Our Amended and Restated Management Stock Option Plan was initially approved
by our board of directors and our stockholders in December 1998 and was most
recently amended in June 2000. We have initially reserved 4,000,000 shares of
common stock for issuance under this plan, however this amount will be increased
on January 1st of each of calendar years 2001, 2002, 2003 and 2004, commencing
January 1, 2001, in an amount equal to the lowest of:
- 400,000 shares;
- one percent of our outstanding shares of common stock on the last day of
the prior fiscal year; or
- a lesser amount determined by our board of directors.
As a result of these annual increases, a maximum of 5,600,000 shares could
be issued over the remaining eight-year life of this plan. As of July 3, 2000,
options to purchase 2,610,460 shares of our common stock were outstanding.
ADMINISTRATION. The management stock option plan is administered by our
board of directors, which has the full authority to interpret and construe the
plan and all awards granted thereunder.
STOCK OPTIONS. The plan provides for the grant of both incentive stock
options under Section 422 of the Internal Revenue Code and non-statutory stock
options to our employees and consultants and those of our majority-owned
subsidiaries. The board of directors has the discretion to determine the
exercise price of options granted under our management stock option plan which
is generally equal to the fair market value of our common stock on the date of
grant. The exercise price of incentive stock options may not be less than 100%
of the fair market value of our common stock on the date of grant, or 110% in
the case of incentive stock options granted to individuals who own more than 10%
of our common stock.
Fifty percent of the options granted under the management stock option plan
are categorized as A options and the remaining 50% are B options. B options vest
ratably over five years beginning on the date of grant. Upon the successful
completion of this offering or a change in control, each optionee will receive
one years' credited service towards the vesting of their B options. A options
generally cliff-vest on the eighth anniversary of the date of grant. However,
upon the occurrence of specified events, including a sale of shares by our
majority stockholders or a merger, a portion of the A options will vest based
upon the annual rate of return of our common stock.
Upon an optionee's termination of employment without cause, the optionee
will vest in a prorated portion of the B options that would have vested had the
optionee remained employed until the next anniversary of the date of grant. The
effect of a termination of employment without cause on the A options varies
based upon when the optionee is terminated: (i) if the termination occurs more
than eighteen months prior to the eighth anniversary of the date of grant, all
unvested options will remain outstanding and subject to acceleration for nine
months, (ii) if the date of termination occurs between six months and eighteen
months prior to the eighth anniversary of the date of grant, then 50% of the
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A options will vest and (iii) if the date of termination occurs less than six
months prior to the eighth anniversary of the date of grant, then 100% of the A
options will vest. If an optionee's employment is terminated without cause
within one year following a change in control, 100% of the B options will vest
and a portion of the A options that did not vest upon consummation of the change
in control will vest. Both A and B options generally remain exercisable for 90
days following an optionee's termination of employment.
CALL RIGHT. During the 180 day period following a participant's termination
of employment for any reason, we have a right to purchase any vested options or
shares of common stock acquired upon exercise of options owned by a participant
or any permitted transferee. The purchase price paid for such options will be
the difference between the then fair market value and the exercise price and the
purchase price for any shares shall be the fair market value of the common stock
on the date of purchase. In the event a participant's employment is terminated
for cause, the purchase price will be the lesser of the fair market value on the
date of purchase and the exercise price.
AMENDMENT AND TERMINATION. Options granted under the management stock
option plan expire on the tenth anniversary of the date of grant. The
Compensation Committee may amend or terminate the plan at any time provided that
(i) no such amendment adversely affects an optionee's rights under an existing
option and (ii) no amendment may be made if, under applicable law, stockholder
approval is required, unless the committee obtains such stockholder approval.
Unless terminated earlier, the management stock option plan will terminate on
December 11, 2008.
OPTION GRANTS IN CONNECTION WITH THIS OFFERING. In connection with this
offering, our board of directors has approved the grant to management of options
to purchase approximately 325,000 shares of common stock. The exercise price of
these options will be equal to the initial public offering price.
2000 EQUITY COMPENSATION PLAN.
Prior to the closing of this offering, the Company will adopt a new equity
compensation plan. The purpose of the equity compensation plan is to attract,
motivate and retain officers, employees, and consultants and reward such
individuals for their contribution to our success. The plan provides for the
grant of a variety of equity-based awards including, without limitation, stock
options, incentive stock options, restricted stock, stock awards and stock
appreciation rights. Awards under the plan may constitute "qualified
performance-based compensation" as defined in Section 162(m) of the Internal
Revenue Code. We have initially reserved 2,000,000 shares of common stock for
issuance under this plan, however this amount will be increased on January 1st
of each of calendar years 2001, 2002, 2003 and 2004, commending January 1, 2001,
in an amount equal to the lowest of:
- 400,000 shares;
- one percent of our outstanding shares of common stock on the last day of
the prior fiscal year; or
- a lesser amount determined by our board of directors.
As a result of these annual increases, a maximum of 3,600,000 shares could
be issued over the remaining ten-year life of this plan.
AWARDS GRANTED. In connection with this offering, we will make grants of
our common stock to our employees having an aggregate fair market value of
$1.2 million. Based on an assumed initial offering price of $14.00 per share, we
expect to grant an aggregate of 85,714 shares. The stock awards are fully vested
as of the date of grant, however, the participants may not sell their shares for
180 days following the consummation of this offering. No other awards will be
granted under our 2000 equity compensation plan in connection with this
offering.
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ADMINISTRATION OF THE PLAN. The plan is administered by our compensation
committee which has the authority to:
- select the individuals who will receive awards, the type of awards
granted, the number of shares of our common stock underlying each award
and, subject to the provisions of the plan, the terms and conditions of
such award;
- construe the plan and any award documents delivered to participants under
the plan; and
- prescribe, amend and rescind rules and procedures relating to the plan.
The compensation committee may delegate to one or more of our officers some
or all of its authority under the plan. However, the compensation committee may
not delegate its authority to (i) grant stock options or other awards under the
plan to our officers who are required to file reports of their beneficial
ownership of our stock under Section 16 of the Securities Exchange Act of 1934
or (ii) to make awards which are intended to constitute "qualified
performance-based compensation" under Section 162(m) of the Code.
OPTIONS. Stock options granted under the plan may be either "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code or
nonqualified stock options. All terms of stock options including exercise price,
vesting and the term of the option will be determined by the compensation
committee. However, incentive stock options must have an exercise price equal to
100% of the fair market value of our common stock on the date of grant (110% of
the fair market value in the case of 10% shareholders).
STOCK APPRECIATION RIGHTS. Stock appreciation rights allow a participant to
receive, upon exercise, an amount in cash (or shares of our common stock) equal
to the excess of the fair market value of our common stock on the date of
exercise over the fair market value on the date of grant. Stock appreciation
rights may be granted alone or in tandem with another award. If granted in
tandem with an option, stock appreciation rights will cover an equal or lesser
number of shares as are covered by the option, will be exercisable at the same
time or times and to the extent as the related stock option and will have the
same terms and exercise price as the related stock option. Upon exercise of a
stock appreciation right granted in tandem with an option, the related option
will be cancelled automatically to the extent of the number shares covered by
the exercise. Likewise, upon exercise of a stock option, the tandem stock
appreciation right associated with the option will be cancelled.
PERFORMANCE AWARDS. Performance awards are conditioned upon the achievement
of certain targets during a specified performance period established by the
compensation committee. Any performance awards are will be made in compliance
with the provisions of Section 162(m) of the Internal Revenue Code. Performance
awards may be settled in cash, common stock or a combination thereof. The
maximum aggregate value of the cash and other property payable to a participant
during any twelve-month performance period is $5.0 million. This limit will be
proportionately adjusted up or down if the performance period is more than or
less than 12 months.
STOCK AWARDS. The compensation committee may grant shares of our common
stock to participants for no consideration other than the provision of services.
Stock awards may also be granted in lieu of other compensation or benefits
payable. The shares of common stock underlying the stock awards will be subject
to the vesting conditions, restrictions on transfer or other incidents of
ownership determined by the compensation committee and provided in the award
agreement. The share certificates representing the shares granted to the
participant will be registered in the name of the participants but held by us.
We may take any actions we deem necessary to restrict the transfer of unvested
restricted stock. Other than these restrictions on transfer and other
restrictions as determined by the compensation committee and provided in the
award agreement, a participant who is granted a stock award will have the rights
of a stockholder, including the rights to receive dividends and to vote.
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RESTRICTED STOCK UNITS. Restricted stock units represent the right to
receive one share of common stock subject to the terms and conditions
established by the compensation committee and provided in the award certificate.
The restricted stock units are payable in common stock, cash or other property
elected by the compensation committee having a value equal to the fair market
value of our common stock on the date of settlement.
TRANSFERABILITY OF AWARDS. Awards granted under the 2000 equity
compensation plan are generally not transferrable by the participant and, during
the lifetime of a participant are only exerciseable by the participant.
AMENDMENT AND TERMINATION. Unless terminated sooner, the 2000 equity
compensation plan will terminate automatically on the tenth anniversary of the
effective date. The compensation committee may at any time amend or terminate
the plan or any related document, except that the committee may not make any
amendments that would require shareholder approval without obatining such
shareholder approval.
RETENTION BONUS PLAN.
In December 1998, at the time of our leveraged recapitalization, we entered
into a retention bonus plan that provides officers and key employees with an
ongoing incentive to remain employed by us. Under the plan, we are required to
pay, subject to certain conditions, an aggregate of $12.0 million to these
officers and employees. The retention bonuses vest over a period of five years
at a rate of 25% for each of the first three years and 12.5% for each of the
remaining two years. In addition, we are required to make annual payments to
participants that accrue at a rate of 10% per annum on the total unpaid
retention bonuses. If a participating employee resigns for other than good
reason prior to becoming fully vested in the retention bonus, any unvested
amounts become payable to Lewis O. Coley, III, the former majority owner,
director and president prior to the recapitalization, in accordance with the
terms of the Retention Bonus Plan. If a participant's employment is terminated
by us other than for cause or if the participant resigns for good reason, in
either case prior to becoming fully vested in the retention bonus, the
participant will be entitled to retain that portion of the participant's
retention bonus, equal to the greatest of (1) 33% of the full amount of the
participant's retention bonus, (2) a pro rata portion of the participant's
retention bonus based on the number of days of service completed and (3) the
vested portion of the participant's retention bonus, and any unpaid amounts will
become payable to Mr. Coley. In 1999, we paid an aggregate of $1,265,753 as an
interim bonus to plan participants. Under its terms, the plan may be amended or
terminated at any time with Mr. Coley's consent. In connection with this
offering, we intend to terminate this plan and pay aggregate consideration of
approximately $10.8 million to the plan participants. This payment represents a
10% discount of the aggregate amount payable to participants under the plan and
is being paid in consideration for accelerated vesting of the unvested 75% of
the retention bonuses. Following this payment, we will have no further
obligations under this plan.
401(K) PLAN.
We and our subsidiary each sponsor a defined contribution plan intended to
qualify under Section 401 of the Internal Revenue Code, or a 401(k) plan. All
non-union employees who have completed at least one year of service are eligible
to participate in the plan. Participants may elect to make pre-tax contributions
to the plan of up to 15% of their eligible earnings, subject to a statutorily
prescribed annual limit. Participants are fully vested in their contributions
and the investment earnings. At our discretion, we make matching contributions
to the 401(k) plan based upon employee contributions and profit sharing as
provided for in the plan. Contributions by the participants to the 401(k) plan,
and the income earned on these contributions, are generally not taxable to the
participants until withdrawn.
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EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
We have entered into the following employment and change in control
arrangements and agreements with our current officers.
KENTON K. ALDER. On August 3, 2000, we entered into an employment agreement
with Kenton Alder, our President and Chief Executive Officer. The agreement
terminates on July 31, 2003 unless earlier terminated by Mr. Alder or us. During
his employment, Mr. Alder will receive a base salary of $250,000 per year
subject to adjustment by our board from time to time. In addition, Mr. Alder is
entitled to participate in any medical, incentive compensation, life insurance
and fringe benefits plans and programs in effect from time to time.
In the event we terminate Mr. Alder's employment without cause or Mr. Alder
resigns for good reason at any time prior to a change in control or more than
one year following a change in control, Mr. Alder is entitled to continuation of
his base salary for twelve months. In addition, if we terminate Mr. Alder's
employment without cause, and, within 60 days following his date of termination,
we consummate a change in control, Mr. Alder will be entitled to an additional
lump-sum severance payment in an amount that when added to his salary
continuation equals $375,000. If, within one year following a change in control,
we terminate Mr. Alder's employment without cause, or Mr. Alder resigns for good
reason, Mr. Alder is entitled to lump-sum severance payment of $375,000. Good
reason generally includes a materially adverse alteration in Mr. Alder's nature
or status, a reduction in his salary or benefits and a failure to have a
successor corporation assume the agreement.
During the term of his employment and for two years thereafter, Mr. Alder
has agreed to keep all confidential information that he obtains as a result of
his employment in confidence. In addition, any information that qualifies as a
trade secret will remain confidential until it no longer qualifies as such.
During his employment and for a period of 12 months thereafter, Mr. Alder is
also prohibited from competing with us anywhere in the world, soliciting our
employees and interfering with our customers, and other business relations.
STACEY M. PETERSON. In February 2000, we entered into a letter agreement
with Stacey M. Peterson, our Chief Financial Officer. Pursuant to the agreement,
Ms. Peterson receives an annual salary of $160,000 and is eligible to
participate in the annual incentive cash compensation pool with a bonus of up to
50% of her base salary. In addition, Ms. Peterson received options to purchase
125,400 shares of our common stock at an exercise price of $2.63 per share under
our management stock option plan. Fifty percent of these options cliff vest on
the eighth anniversary of the date of grant and the remaining 50% vest ratably
over five years beginning on the first anniversary of the date of grant.
Furthermore, Ms. Peterson will receive the opportunity to earn options that
equate up to an additional $120,000 of equity over a two-year period for
exceptional performance to be determined at the sole discretion of the Chief
Executive Officer and the Board of Directors. If Ms. Peterson's employment is
terminated without cause, or due to a change of control consummated in the year
2000, she will be paid $150,000 in a single lump-sum payment. If, following a
change of control that occurs in the year 2000, Ms. Peterson elects not to
assume the role of CFO of the new corporation, she shall be entitled to a
lump-sum payment of $50,000. If Ms. Peterson is terminated without cause anytime
after 2000, she will receive salary continuation for six months.
JAMES H. EISENBERG. In July 1999, we entered into a transition-related
employment agreement with James H. Eisenberg, President of our Santa Ana
facility, which expires on December 31, 2000. Mr. Eisenberg receives a salary of
$150,000 per year and an annual bonus paid at the discretion of the board of
directors. If Mr. Eisenberg's employment is terminated other than for cause, or
if Mr. Eisenberg resigns for good reason, he is entitled to his annual salary,
reduced by any other compensation he receives for other employment, for a period
of one year after his termination. Good reason includes a material reduction in
his duties or responsibilities, or that Orange County, California is no longer
his principal place of work.
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DALE W. ANDERSON. In July 1999, we entered into a transition-related
employment agreement with Dale W. Anderson, Vice President of our Santa Ana
facility, which expires on December 31, 2000. Mr. Anderson receives a salary of
$150,000 per year and an annual bonus paid at the discretion of the board of
directors. The terms of Mr. Anderson's agreement are substantially similiar to
those of Mr. Eisenberg's agreement.
GARY L. REINHART. In December 1998, we entered into an employment agreement
with Gary L. Reinhart, our Director of Operations. Pursuant to the agreement,
Mr. Reinhart will serve in this capacity until December 2001 at which time the
term of the agreement can be extended twice for additional one year periods.
Mr. Reinhart receives an annual salary of $133,500. Upon entering into his
employment agreement, Mr. Reinhart received an option to purchase 250,800 shares
of our common stock at an exercise price of $2.63 per share under the management
stock option plan. Mr. Reinhart was also awarded $1,650,000 under our retention
bonus plan which will be paid in 2006 and participates in our cash incentive
compensation plan. If Mr. Reinhart's employment is terminated other than for
cause, or if Mr. Reinhart resigns for good reason, he will be entitled to his
annual salary, reduced by any other compensation he receives, for a period of
one year after his termination. Good reason includes a material reduction in his
duties, responsibilities or status.
STEVEN K. POINTER. In December 1998, we entered into an employment
agreement with Steven K. Pointer, our Director of Operations at our Burlington
facility. Pursuant to the agreement, Mr. Pointer will serve in this capacity
until December 2001. The term of the agreement can be extended twice for
additional one year periods. Mr. Pointer receives an annual salary of $107,500.
Upon entering into his employment agreement, Mr. Pointer received an option to
purchase 219,450 shares of our common stock at an exercise price of $2.63 per
share under the management stock option plan. Mr. Pointer was also awarded
$1,500,000 under our retention bonus plan and participates in our cash incentive
compensation plan. If Mr. Pointer's employment is terminated other than for
cause, or if Mr. Pointer resigns for good reason, he will be entitled to his
annual salary, reduced by any other compensation he receives from subsequent
employment, for a period of one year following his termination. Good reason
includes a material reduction in his duties, responsibilities or status.
Mr. Pointer is also entitled to benefit continuation for one year following his
termination without cause or resignation for good reason.
GEORGE M. DALICH. In December 1998, we entered into an employment agreement
with George M. Dalich, our Director of Quality and Technology. Mr. Dalich
receives an annual salary of $107,500. Upon entering into his employment
agreement, Mr. Dalich received an option to purchase 219,450 shares of our
common stock at an exercise price of $2.63 per share under the management stock
option plan. Mr. Dalich was also awarded $1,250,000 under our retention bonus
plan and participates in our cash incentive compensation plan. The terms of
Mr. Dalich's agreement are substantially similiar to those of Mr. Pointer's
agreement.
GENE L. TASCHE. In December 1998, we entered into an employment agreement
with Gene L. Tasche, our Facilities Director. Mr. Tasche receives an annual
salary of $87,500. Upon entering into his employment agreement, Mr. Tasche
received an option to purchase 156,750 shares of our common stock at an exercise
price of $2.63 per share under the management stock option plan. Mr. Tasche was
also awarded $1,500,000 under our retention bonus plan and participates in our
cash incentive compensation plan. The terms of Mr. Tasche's agreement are
substantially similiar to those of Mr. Pointer's agreement.
LIMITATIONS ON DIRECTOR'S LIABILITY AND INDEMNIFICATION
Our articles of incorporation limit the liability of our directors and
executive officers to the maximum extent permitted by Washington law.
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None of our directors will be personally liable to us or our shareholders
for monetary damages resulting from his or her conduct as a director, except for
liability related to:
- acts or omissions involving intentional misconduct or knowing violation of
law,
- unlawful distributions, or
- transactions from which the director personally receives a benefit in
money, property or services to which the director is not legally entitled.
A repeal of or modification to our articles of incorporation may not
adversely affect any right or protection to such limitation of liability of a
director who has or held the position of a director at the time of such repeal
or modification. The above limitation of liability of directors does not affect
the availability of equitable remedies, such as injunctive relief or recession,
against directors.
The limits on a director or officer's liability in our articles of
incorporation do not apply to liabilities arising under the federal securities
laws and do not affect the availability of equitable remedies such as injunctive
relief or rescission.
Our articles of incorporation together with our bylaws provide that we must
indemnify our directors and executive officers and may indemnify our other
officers and employees and other agents to the fullest extent permitted by law.
We believe that indemnification under our bylaws covers at least negligence and
gross negligence on the part of indemnified parties. Our bylaws also permit us
to secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions in that capacity, regardless
of whether our bylaws would otherwise permit indemnification. We believe that
the indemnification provisions of our articles of incorporation and bylaws are
necessary to attract and retain qualified persons as directors and officers. We
also maintain directors' and officers' liability insurance. It is our
understanding that the current position of the Securities and Exchange
Commission is that any limitation of liability of directors to us or our
shareholders for and indemnification of directors or officers for liabilities
arising under the Securities Act of 1933 is against public policy and is,
therefore, unenforceable.
Prior to the effective time of this offering, we expect to enter into
agreements to indemnify our directors, executive officers and other employees as
determined by the board of directors. These agreements provide for
indemnification for related expenses including attorneys' fees, judgments, fines
and settlement amounts incurred by any such person in any action or proceeding.
We believe that these provisions and agreements are necessary to attract and
retain qualified persons as our directors and executive officers.
At present we are not aware of any pending litigation or proceeding
involving any director, officer, employee or agent of our company where
indemnification will be required or permitted. Nor are we aware of any
threatened litigation or proceeding that might result in a claim for
indemnification.
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RELATED PARTY TRANSACTIONS
All future related party transactions, other than compensation, stock
options pursuant to the plan and other benefits available to employees
generally, including any loans from us to our officers, directors, principal
stockholders or affiliates, will be approved by a majority of our board of
directors, including a majority of our independent and disinterested members of
our board of directors. If required by law, these future transactions will be
approved by a majority of the disinterested stockholders. These future
transactions will be on terms no less favorable to us than we could obtain from
unaffiliated third parties.
PERSONS OR ENTITIES RELATED TO OUR DIRECTORS
Four of our directors are principals in entities that control Circuit
Holdings, our largest stockholder. Jeffrey W. Goettman, a director of TTM, is
also a Managing Director of Thayer Capital Partners. Douglas P. McCormick, a
director of TTM, is also a Vice President of Thayer Capital Partners. Thayer
Capital Partners is affiliated with one of our stockholders Thayer Equity
Investors III, L.P., which also owns approximately 31% of Circuit Holdings, and
with another of our stockholders Thayer Equity Investors IV, L.P., which also
owns approximately 28% of Circuit Holdings. Thayer Capital Partners is also
affiliated with another of our stockholders TC Circuits, L.L.C., which also owns
approximately 1% of Circuit Holdings. Michael E. Moran, another director of TTM,
is a Partner of Brockway Moran & Partners, Inc. Philip M. Carpenter III, a
director of TTM, is also a Vice President of Brockway Moran & Partners, Inc.
Brockway Moran & Partners, Inc. controls another of our stockholders, Brockway
Moran & Partners Fund, L.P., which also owns approximately 40% of Circuit
Holdings.
During the tenure that the former Connecticut State Treasurer was in office
(July 1997 through December 1998), the State of Connecticut Pension Fund became
a limited partner of Thayer Equity Investors IV, L.P. and a number of other
private equity funds. As reported in the press, the Connecticut U.S. Attorney's
Office and the Securities and Exchange Commission, or SEC, are investigating
allegations that the former Connecticut State Treasurer and his associates
received improper payments connected to the Treasurer's management of the State
Pension Fund. Thayer Equity Investors IV, which will directly own 4.1% of our
common stock following this offering, and certain of its officers have received
subpoenas for documents and testimony from the Connecticut U.S. Attorney's
Office and the SEC in connection with their investigations. In a related matter,
this Thayer fund has also been notified of a preliminary investigation by the
Connecticut State Ethics Commission regarding possible violations of the
Connecticut Code of Ethics. Neither Mr. Goettman nor Mr. McCormick has been
involved in any of the three investigations or identified as a potential
witness.
Entities related to our directors have had, or are currently expected to
have, the following involvements in our corporate history:
LEVERAGED RECAPITALIZATION
Pacific Circuits, Inc., the predecessor to TTM, was formed as a Washington
corporation in March 1978. In November 1998, Thayer Equity Investors III, L.P.,
Brockway Moran & Partners Fund, L.P. and TC Circuits, L.L.C. formed Circuit
Holdings, LLC, a Delaware limited liability company, for the purpose of
acquiring the majority of our outstanding capital stock. On December 15, 1998,
Pacific Circuits, our existing stockholders and Circuit Holdings entered into a
recapitalization and stock purchase agreement. Under the agreement, we borrowed
$62.5 million and paid cash dividends totaling $59.5 million to existing
stockholders, and Circuit Holdings purchased 90% of our then outstanding capital
stock, or 14,107,500 shares from existing stockholders. We believe the terms of
this transaction were no less favorable to us than we could have obtained from
third parties.
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ACQUISITION OF POWER CIRCUITS
On July 14, 1999, we acquired Power Circuits. We financed $31.9 million of
the purchase price through the issuance of 12,112,500 new shares to Circuit
Holdings. We believe the terms of this transaction were no less favorable to us
than we could have obtained from third parties. Neither we nor any of our
affiliates had any interest in Power Circuits prior to the acquisition.
THE REORGANIZATION
Immediately prior to the completion of this offering, Circuit Holdings will
complete a plan of reorganization pursuant to which Circuit Holdings will
transfer its entire equity ownership in TTM to TTM in exchange for identical
shares of newly-issued TTM common stock and elect to be treated as a partnership
for income tax purposes. This share exchange is a technical requirement
necessary for the reorganization to qualify for tax-free treatment. Circuit
Holdings' ownership interest in TTM after the exchange will be identical to its
interest in TTM before the exchange. Circuit Holdings will own 26,220,000 shares
prior to the reorganization. Circuit Holdings acquired 14,107,500 of these
shares in December 1998 for $37.1 million in connection with our leveraged
recapitalization, and the additional 12,112,500 shares in July 1999 for
$31.9 million in connection with our acquisition of Power Circuits. Once Circuit
Holdings receives the newly-issued TTM stock, it will then distribute 20.1% of
these shares, or 5,266,054 shares, to its equity holders based on their pro rata
ownership interests in Circuit Holdings. See "Principal and Selling
Stockholders" for a description of our equity ownership after giving effect to
the reorganization. No consideration will be paid in connection with the
reorganization.
MANAGEMENT FEES AND AGREEMENTS
In connection with the recapitalization transaction in December 1998, we
paid transaction fees and expenses totaling approximately $1.2 million to T.C.
Management, LLC and Brockway Moran & Partners Management, L.P., affiliates of
Thayer Capital Partners and Brockway Moran & Partners. We believe the terms of
this transaction are no less favorable to us than we could have obtained from
third parties.
In connection with our acquisition of Power Circuits, we paid transaction
fees and expenses totaling approximately $1.6 million to T.C. Management
Partners IV, L.L.C. and Brockway Moran & Partners Management in return for
advisory services. T.C. Management Partners IV is an affiliate of Thayer Capital
Partners and Brockway Moran & Partners Management is an affiliate of Brockway
Moran & Partners. We believe the terms of this transaction are no less favorable
to us than we could have obtained from third parties.
In December 1998, we entered into a management agreement with T.C.
Management and Brockway Moran & Partners Management, pursuant to which these two
entities agreed to provide us with management and consulting services in
connection with corporate development activities and the operation and conduct
of our business. Pursuant to the agreement, we agreed to pay these entities fees
totaling up to $300,000 per year in consideration for management and consulting
services provided to us. In July 1999, we entered into a second management
agreement with T.C. Management IV and Brockway Moran & Partners Management,
pursuant to which we agreed to pay these entities up to an additional $300,000
per year in consideration for management and consulting services to be provided
to our subsidiary Power Circuits. We have paid a total of $12,500 in 1998 and
$439,402 in 1999 pursuant to these agreements, 60% of which was paid to T.C.
Management and T.C. Management IV and 40% of which was paid to Brockway Moran &
Partners Management. The agreements also provided that we would pay these
entities in aggregate an additional fee for financial advisory services rendered
in connection with the successful completion of a transaction such as a
refinancing, public or private offering or sale of all or any part of our
assets. This fee was not to be greater than 1.0% of the proceeds from such a
transaction.
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Upon consummation of this offering, we intend to enter into an amended,
restated and consolidated management agreement with T.C. Management, T.C.
Management IV and Brockway & Moran Partners Management. The new management
agreement will amend and consolidate the two existing agreements into one
agreement. The new agreement will provide that the three entities will still be
entitled to receive management and consulting fees of $600,000 per year in the
aggregate for services rendered up to the consummation of this offering, but not
for any period afterwards. In consideration for these entities agreeing to
forego future management and consulting fees, we will pay them a one-time fee of
$1.5 million in the aggregate from the proceeds we receive from this offering.
In addition, the new agreement will provide that, in consideration for the value
of the financial advisory services rendered by the entities in connection with
this offering, the financial advisory fee will increase to up to 2% of the
proceeds from this offering. Accordingly, upon consummation of this offering, we
intend to use $2.0 million of the proceeds we receive to pay this financial
advisory fee. The financial advisory services rendered by these entities have
included advice regarding our business strategy, positioning us for our initial
public offering, general financial advice, including advice related to our
corporate structure and our capital structure, and the selection of legal
counsel and underwriters. After this offering, the financial advisory fee will
be 1.5% of the first $50 million of the proceeds or value of any transaction
with respect to which the three entities render financial advisory services to
the Company, and 1% of any amount of proceeds or value in excess of
$50 million. The new agreement further provides that, following the offering,
the Company's obligation to pay financial advisory fees will terminate if,
immediately prior to the closing of any transaction in respect of which these
three entities render financial advisory services, these entities and their
affiliates, on a combined basis, own less than 25% of the outstanding voting
equity securities of the Company.
We believe all of these agreements are on terms no less favorable to us than
we could have obtained from third parties.
RETENTION BONUS PLAN
In December 1998, we entered into a retention bonus plan that provides four
of our officers and several other key employees with an ongoing incentive to
remain employed by us. Under the agreement, we are required to pay, subject to
certain conditions, an aggregate of $12.0 million to these officers and
employees. The retention bonuses vest over a period of five years at a rate of
25% for each of the first three years and 12.5% for each of the remaining two
years. In addition, we are required to make payments which accrue at a rate of
10% per annum on the total unpaid retention bonuses. If a participating employee
resigns for other than good reason prior to becoming fully vested in the
retention bonus, any unvested amounts become payable to Lewis O. Coley, III, our
former majority owner, director and president prior to the recapitalization, in
accordance with the terms of the Retention Bonus Plan. If a participant's
employment is terminated by us other than for cause or if the participant
resigns for good reason, in either case prior to becoming fully vested in the
retention bonus, the participant will be entitled to retain that portion of the
participant's retention bonus, equal to the greatest of (1) 33% of the full
amount of the participant's retention bonus, (2) a pro rata portion of the
participant's retention bonus based on the number of days of service completed
and (3) the vested portion of the participant's retention bonus, and any unpaid
amounts will become payable to Mr. Coley. Mr. Coley's interest in the plan is
intended to serve as a mechanism to ensure that the Company has no economic
incentive to terminate the employment of the officers and other key employees
who are participants in the plan. In 1999, we paid an aggregate of $1,265,753 as
an interim bonus to plan participants, of which $622,328 was paid to four of our
officers. We believe the terms of this transaction were no less favorable to us
than we could have obtained from third parties.
In connection with this offering, we intend to terminate this plan and pay
aggregate consideration of approximately $10.8 million to the plan participants.
This payment represents 90% of the aggregate amount of $12.0 million that would
otherwise be payable under the plan. Plan participants will accept the 10%
discount in exchange for accelerated vesting of the unvested portion of the
retention bonuses,
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which portion currently comprises 75% of the total potential bonus pool.
Pursuant to this arrangement, the following related parties will receive the
stated payments as plan participants: $1,485,000 to Gary L. Reinhart, $1,350,000
to Steven K. Pointer, $1,125,000 to George M. Dalich, $1,350,000 to Gene L.
Tasche and $329,998 to Lewis O. Coley, III. Following these payments, the
Company will have no obligations under this plan.
TCW/CRESCENT MEZZANINE PARTNERS II, L.P. SENIOR SUBORDINATED NOTES
In July 1999, we issued an aggregate of $12.5 million in senior subordinated
notes to TCW/ Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust
II, TCW Leveraged Income Trust, L.P. and TCW Leveraged Income Trust II, L.P.,
each of which is a stockholder that is selling shares in this offering. The
notes mature in January 2006 and bear interest at a rate of 12.0% per year. In
connection with the issuance of the notes, we issued to these entities warrants
for the purchase of 767,220 shares of common stock at an exercise price of
$0.000026 per share. We may redeem all or any of the notes, in whole or in part,
in accordance with the following schedule:
In the event of a sale or initial public offering, we may redeem all of the
notes in accordance with the following schedule:
We believe the terms of these notes were no less favorable to us than we
could have obtained from third parties. In connection with this offering, we
intend to redeem all of the notes.
NOTE TO LEWIS O. COLEY, III
In December 1998, Lewis O. Coley, III, our former majority owner, director
and president, made a loan to us for approximately $4.0 million secured by a
subordinated note. The loan accrues interest at a rate of 10% per year and the
interest is paid semi-annually in arrears. The principal balance and any unpaid
interest is due in December 2006. We believe the terms of this transaction were
no less favorable to us than we could have obtained from third parties. In
connection with this offering, we intend to pay the balance of this subordinated
note.
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PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth information known to us with respect to the
beneficial ownership of our common stock as of July 3, 2000, after giving effect
to the reorganization of Circuit Holdings that will be consummated immediately
prior to the offering, including the distribution by Circuit Holdings to its
four equity holders of an aggregate of 5,266,054 of our shares, and as adjusted
to reflect the sale of common stock in this offering by:
- each stockholder known to us to own beneficially more than five percent of
our common stock;
- each selling stockholder;
- each of the named executive officers;
- each director of our company; and
- all directors and executive officers as a group.
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- ----------
* Represents beneficial ownership of less than 1%.
(1) Except as otherwise indicated, the address of each person listed on the
table is 17550 N.E. 67th Court, Redmond, WA 98052.
(2) We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
we have included the shares of common stock subject to options and warrants
held by that person that are currently exercisable or will become
exercisable within 60 days after July 3, 2000, but we have not included
those shares for purposes of computing percentage ownership of any other
person. We have assumed unless otherwise indicated that the persons and
entities named in the table have sole voting and investment power with
respect to all shares beneficially owned, subject to community property
laws where applicable.
(3) As of July 3, 2000, 29,925,000 shares of our common stock were outstanding
and, based on this figure, we will have 35,550,000 shares outstanding after
this offering. The column regarding beneficial ownership after the offering
assumes that the underwriters' over-allotment option is not exercised. If
the over-allotment option is exercised in full, we will sell an additional
843,750 newly issued shares of common stock and the selling stockholders
will sell an aggregate of 281,250 shares of common stock. The selling
stockholders will sell up to the following number of additional shares:
(4) Immediately prior to its reorganization, Circuit Holdings will own
26,220,000 shares of our common stock. In connection with its
reorganization, Circuit Holdings will distribute an aggregate of 5,266,054
of the shares it owns to its four equity holders. Once this distribution
has been completed, Circuit Holdings will own 20,953,946 shares and its
four equity owners will directly own the amounts of our shares set forth
below:
Circuit Holdings is owned by these entities as follows:
For more information regarding the reorganization of Circuit Holdings, see
"Related Party Transactions" elsewhere in this prospectus.
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(5) Represents shares held directly by each of Thayer Equity Investors III,
L.P., Thayer Equity Investors IV, L.P. and TC Circuits L.L.C., together
with the shares held directly by Circuit Holdings. The Thayer Capital
Partners entities are affiliates and are deemed to beneficially own all of
our shares which are directly owned by Circuit Holdings. The reduction in
the number of shares benefically owned by the Thayer Capital Partners
entities after the offering reflects the sale by Circuit Holdings of
1,699,083 shares in this offering.
Thayer Equity Investors III, L.P. and TC Circuits L.L.C. are each controlled
by limited liability companies the managing members of which are Frederick
Malek, Carl Rickertsen and Paul Stern.
Thayer Equity Investors IV, L.P. is controlled by a limited liability
company the managing members of which are Frederick Malek and Carl
Rickertsen.
Mr. Goettman, one of our directors, is a Managing Director of each of the
limited liability companies that control Thayer Equity Investors III, L.P.
and Thayer Equity Investors IV, L.P. Mr. McCormick, one of our directors, is
a Vice President of the limited liability company that controls Thayer
Equity Investors IV, L.P.
(6) Brockway Moran & Partners Fund, L.P. is controlled by Brockway Moran &
Partners Inc. Peter C. Brockway, Michael E. Moran, H. Randall Litten and
Kathy J. Mankin are the only stockholders of Brockway Moran & Partners
Inc., and none of these persons owns a majority interest in Brockway
Moran & Partners Inc. Mr. Moran, one of our directors, is a partner of
Brockway Moran & Partners Inc. Mr. Carpenter, one of our directors, is a
Vice President of Brockway Moran & Partners Inc.
(7) Represents shares held by the following entities which are indirectly
controlled by TCW/Crescent Mezzanine LLC, a registered investment adviser:
The business, property and affairs of TCW/Crescent Mezzanine LLC are managed
exclusively by its board of directors, which consists of the following
individuals: Mark L. Attanasio, Robert D. Beyer, Jean-Marc Chapus, Jack D.
Furst, Thomas O. Hicks, William C. Sonneborn and Marc I. Stern.
(8) Includes 76,722 shares issuable upon exercise of warrants within 60 days of
July 3, 2000. One-half of these shares are held by TCW Leveraged Income
Trust, L.P. and one-half are held by TCW Leveraged Income Trust II, L.P.,
each of which is indirectly controlled by The TCW Group, Inc. The TCW
Group, Inc. may be deemed to be controlled by Robert A. Day, a significant
stockholder and its chairman of the board and chief executive officer.
(9) Includes 54,388 shares issuable upon exercise of options within 60 days of
July 3, 2000.
(10) Includes 24,113,578 shares beneficially owned by the Thayer Capital
Partners entities prior to the offering and 22,414,495 shares beneficially
owned by the Thayer Capital Partners entities after the offering. Mr.
Goettman and Mr. McCormick each disclaims beneficial ownership of the
shares held by the Thayer Capital Partners entities, except to the extent
of his pecuniary interest therein.
(11) Includes 2,106,422 shares held by Brockway Moran & Partners. Mr. Moran and
Mr. Carpenter each disclaims beneficial ownership of the shares held by
Brockway Moran & Partners, except to the extent of his pecuniary interest
therein.
(12) Includes 25,080 shares issuable upon exercise of options within 60 days of
July 3, 2000.
(13) Includes 21,945 shares issuable upon exercise of options within 60 days of
July 3, 2000.
(14) Includes 21,945 shares issuable upon exercise of options within 60 days of
July 3, 2000.
(15) Includes 15,675 shares issuable upon exercise of options within 60 days of
July 3, 2000.
(16) Includes 100,133 shares issuable upon exercise of options within 60 days
of July 3, 2000.
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DESCRIPTION OF INDEBTEDNESS
After giving effect to this offering, we and our subsidiary will have
outstanding debt under the First Union senior credit facility.
FIRST UNION SENIOR CREDIT FACILITY
We have entered into a credit agreement, for which First Union National Bank
is the administrative agent, Sun Trust Bank is the documentation agent, Dresdner
Bank AG is the co-syndication agent, and First Union Securities Inc. is the lead
arranger. The lenders are a syndicate comprised of various banks, financial
institutions or other entities which hold transferable interests in the First
Union senior credit facility. All borrowings are collateralized by our assets.
The senior credit facility, as of July 3, 2000, consists of:
- Tranche A term facility of up to approximately $37.5 million;
- Tranche B term facility of up to $75.0 million; and
- a revolving line of credit of up to $12.5 million and up to $2.5 million
on a swingline loan subfacility.
We intend to use $40.6 million of the proceeds of this offering to reduce
the indebtedness under our senior credit facility, which was $111.6 million as
of July 3, 2000.
The senior credit facility requires us to meet financial ratios and
benchmarks and to comply with other restrictive covenants. The covenants include
capital expenditure limits, leverage and interest coverage ratios, and
consolidated EBITDA. The Tranche A term facility amortizes in 20 quarterly
installments through June 30, 2004. The Tranche B term facility amortizes in 24
quarterly installments through June 30, 2005. The revolving line of credit and
swingline commitment each expire on June 30, 2004. We are required to pay a
quarterly commitment fee of .50% on the unused portion of the revolver and a
letter of credit fee on the average daily maximum amount available for each
letter of credit outstanding.
Our borrowings under the senior credit facility bear interest at varying
rates based, at our option, on either LIBOR plus 225 to 325 basis points or the
alternate base rate plus 75 to 150 basis points, in the case of Tranche A and
revolving loans, and LIBOR plus 350 to 375 basis points or the alternate base
rate plus 225 basis points in the case of Tranche B. The alternate base rate is
the greater of (i) First Union's prime rate or (ii) the effective rate for
federal funds plus 50 basis points. The amount added to the LIBOR rate or the
alternate base rate varies depending upon our leverage ratios. The overall
effective interest rate at July 3, 2000 was 10.4%. We must apply proceeds of
sales of debt, equity or material assets to prepayment on our senior credit
facility, subject to some exceptions, and must also, in some circumstances, pay
excess cash flow to the lenders under our senior credit facility.
This summary of the material provisions of the senior credit facility, is
qualified in its entirety by reference to all of its provisions, which has been
filed as an exhibit to the registration statement of which this prospectus forms
a part. See "Where You Can Find Additional Information." Immediately prior to,
or shortly after, the closing of this offering, we expect to enter into an
amended and restated credit agreement governing this credit facility. The
amendment will permit the uses of proceeds from this offering described under
"Use of Proceeds."
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DESCRIPTION OF CAPITAL STOCK
Upon the closing of this offering, we will be authorized to issue
100,000,000 shares of common stock, no par value, and 15,000,000 shares of
undesignated preferred stock, no par value.
COMMON STOCK
As of July 3, 2000, we had 29,925,000 shares of common stock outstanding
held by 12 stockholders.
The holders of our common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding preferred stock, the holders of common stock are
entitled to receive ratably any dividends that may be declared from time to time
by the board of directors out of funds legally available for that purpose. In
the event of our liquidation, dissolution or winding up, the holders of common
stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of preferred stock then
outstanding. The common stock has no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are fully
paid and nonassessable, and the shares of common stock to be issued upon the
closing of this offering will be fully paid and nonassessable.
PREFERRED STOCK
Upon the closing of this offering, our board of directors will have the
authority, without action by our stockholders, to designate and issue preferred
stock in one or more series. The board of directors may also designate the
rights, preferences and privileges of each series of preferred stock; any or all
of which may be superior to the rights of the common stock. It is not possible
to state the actual effect of the issuance of any shares of preferred stock upon
the rights of holders of the common stock until the board of directors
determines the specific rights of the holders of the preferred stock. However,
these effects might include:
- restricting dividends on the common stock;
- diluting the voting power of the common stock;
- impairing the liquidation rights of the common stock; and
- delaying or preventing a change in control of our company without further
action by the stockholders.
We have no present plans to issue any shares of preferred stock.
TCW WARRANTS
In July 1999, we issued to TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II, TCW/Leverage Income Trust, L.P. and
TCW/Leveraged Income Trust II, L.P. warrants to purchase 767,220 shares of our
common stock at an exercise price of $.000026 per share. These warrants were
issued in connection with an aggregate of $12.5 million in senior subordinated
notes issued to these entities, which will be redeemed with the proceeds to us
from this offering. None of these warrants will remain outstanding after the
completion of this offering. The warrants have preemptive rights allowing the
purchase of a portion of any additional securities offered by us, except in the
case of (i) any securities issued to any source of, and in connection with,
financing for us, (ii) any securities issued or issuable to our employees,
directors, and consultants pursuant to an incentive or employee plan, so long as
the aggregate issuance does not exceed 10% of our then total outstanding common
stock, assuming full exercise of all securities granted to our employees,
directors, and consultants, (iii) any securities issued or issuable to all
stockholders on a proportionate basis, or
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(iv) any securities issued in connection with a merger, consolidation, or
acquisition. The warrants have an expiration date of July 2009.
REGISTRATION RIGHTS
Registration rights agreements between us and some of our stockholders
entitle these stockholders to require us to register some or all of their shares
of common stock under the Securities Act as described below.
GENERAL DEMAND REGISTRATION RIGHTS. At any time after 180 days following
this offering until July 14, 2005, Mr. James H. Eisenberg and Mr. Dale W.
Anderson, can each make one request that we register all or a portion of their
shares with respect to at least 760,000 shares so long as we are eligible to use
Form S-3. We will be required to file registration statements in response to
their demand registration rights. We may postpone the filing of a registration
statement for up to 60 days no more than twice during any 12-month period if we
determine that the filing would be seriously detrimental to us and our
stockholders.
TCW/CRESCENT DEMAND REGISTRATION RIGHTS. At any time after 180 days
following this offering until July 14, 2005, the TCW/Crescent entities and their
affiliates can request three registrations, two of which must be on Form S-3,
for all or a portion of their shares. The registration on a form other than
Form S-3 must be exercised in respect of at least 767,220 shares. Each
registration of Form S-3 must be exercised in respect of at least the lesser of
380,000 shares of common stock or all shares of common stock held by each
TCW/Crescent entities. We may postpone the filing of a registration statement
for up to 60 days no more than twice during any 12-month period if we determine
that the filing would be seriously detrimental to us and our stockholders.
COLEY AND CIRCUIT HOLDINGS DEMAND REGISTRATION RIGHTS. At any time after
180 days following this offering until December 14, 2004, Mr. Lewis O. Coley,
III can make one request that we register all or a portion of his shares with
respect of at least 783,750 shares of common stock so long as we are eligible to
use Form S-3. For the same period of time, Circuit Holdings is entitled to four
demand registrations, at least two of which must be on Form S-3. Each of Circuit
Holdings' demand registrations on forms other than Form S-3 must be exercised in
respect to at least 1,567,000 shares. Each demand registration on Form S-3 by
Circuit Holdings must be exercised for at least 760,000 shares of common stock.
We may postpone the filing of a registration statement for up to 60 days no more
than twice during any 12-month period if we determine that the filing would be
seriously detrimental to us and our stockholders.
PIGGYBACK REGISTRATION RIGHTS. If we register any securities for public
sale, some of the holders of shares of our common stock will have the right to
include their shares of common stock in the registration statement. The managing
underwriter of any underwritten offering will have the right to limit the number
of shares registered by these holders due to marketing reasons.
We will pay all expenses incurred in connection with the registrations
described above, except for underwriters' and brokers' discounts and
commissions, which will be paid by the selling stockholders.
The registration rights described above will expire with respect to a
particular stockholder if it can sell all of its shares in a three month period
under Rule 144 of the Securities Act.
ANTI-TAKEOVER EFFECTS OF SOME PROVISIONS OF WASHINGTON LAW AND OUR CHARTER
DOCUMENTS
A number of the provisions of Washington law and our restated articles of
incorporation and restated bylaws could make the acquisition of our company
through a tender offer, a proxy contest or other means more difficult and could
make the removal of incumbent officers and directors more difficult. These
provisions include the protections of Chapter 23B of the Washington Business
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Corporation Act, as described below, as well as the provisions of our restated
articles of incorporation which:
- authorize our board to issue, without stockholder approval, up to 15
million shares of preferred stock with rights superior to the holders of
our common stock;
- establish a classified board of directors, with each class containing as
nearly as possible one-third of the total number of directors and the
members of each class serving for staggered three-year terms;
- prohibit cumulative voting for the election of directors;
- prohibit the removal of directors without cause;
- limit the availability of our stockholders to call special meetings of our
board;
- require stockholders to give advance notice with respect to nominations of
directors or other matters to be voted on by stockholders; and
- require supermajority approval of the stockholders to effect amendments to
the provisions of our articles establishing a classified board, limiting
the ability of stockholders to call a special meeting of our board and
requiring advance notice for stockholder proposals or nominations.
We expect these provisions to discourage coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to acquire control of
our company to first negotiate with our board of directors. We believe that the
benefits provided by our ability to negotiate with the proponent of an
unfriendly or unsolicited proposal outweigh the disadvantages of discouraging
such proposals. We believe the negotiation of an unfriendly or unsolicited
proposal could result in an improvement of its terms.
WASHINGTON LAW
Washington law imposes restrictions on some transactions between a
corporation and its significant shareholders. Chapter 23B.19 of the Washington
Business Corporation Act prohibits a "target corporation," with some exceptions,
from engaging in significant business transactions with an "acquiring person"
which is defined as a person or group of persons that beneficially owns 10% or
more of the voting securities of the target corporation, for a period of five
years after such acquisition, unless the transaction or acquisition of the
shares is approved by a majority of the members of the target corporation's
board of directors prior to the acquisition. Prohibited transactions include,
among other things:
- a merger or consolidation with, disposition of assets to, or issuance or
redemption of stock to or from the acquiring person;
- termination of 5% or more of the employees of the target corporation as a
result of the acquiring person's acquisition of 10% or more of the shares;
or
- allowing the acquiring person to receive any disproportionate benefit as a
shareholder.
After the five-year period, a "significant business transaction" may occur,
as long as it complies with "fair price" provisions of the statute. A
corporation may not opt out of this statute. This provision may have the effect
of delaying, deterring or preventing a change in control of our company.
CHARTER DOCUMENTS
Upon completion of this offering, our restated articles of incorporation
provide for our board of directors to be divided into three classes serving
staggered terms. Approximately one-third of the board of directors will be
elected each year. The provision for a classified board could prevent a party
who
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acquires control of a majority of the outstanding voting stock from obtaining
control of the board of directors until the second annual stockholders meeting
following the date the acquirer obtains the controlling stock interest. The
classified board provision could discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of our company and could
increase the likelihood that incumbent directors will retain their positions.
Our restated articles of incorporation provide that directors may be removed
with cause by the affirmative vote of the holders of at least a majority of the
outstanding shares of voting stock.
Our restated bylaws establish an advance notice procedure for stockholder
proposals to be brought before an annual meeting of our stockholders, including
proposed nominations of persons for election to the board of directors. At an
annual meeting, stockholders may only consider proposals or nominations
specified in the notice of meeting or brought before the meeting by or at the
direction of the board of directors. Stockholders may also consider a proposal
or nomination by a person who was a stockholder of record on the record date for
the meeting, who is entitled to vote at the meeting and who has given to our
Secretary timely written notice, in proper form, of his or her intention to
bring that business before the meeting. The restated bylaws do not give the
board of directors the power to approve or disapprove stockholder nominations of
candidates or proposals regarding other business to be conducted at a special or
annual meeting of the stockholders. However, our restated bylaws may have the
effect of precluding the conduct of that item of business at a meeting if the
proper procedures are not followed. These provisions may also discourage or
deter a potential acquirer from conducting a solicitation of proxies to elect
the acquirer's own slate of directors or otherwise attempting to obtain control
of our company.
Under Washington law, a special meeting of stockholders may be called by the
board of directors or by any other person authorized to do so in the articles of
incorporation or the bylaws. The following persons are authorized to call a
special meeting of stockholders:
- a majority of our board of directors;
- the chairman of the board;
- the chief executive officer;
- the company secretary; or
- 50% of our stockholders entitled to vote at the special meeting.
The limitation on the right of our stockholders to call a special meeting
will make it more difficult for a stockholder to force stockholder consideration
of a proposal over the opposition of the board of directors by calling a special
meeting of stockholders. The restriction on the ability of stockholders to call
a special meeting also will make it more difficult to replace the board until
the next annual meeting.
Our restated articles of incorporation require approval by at least 80% of
our stockholders to effect amendments to the provisions of our articles of
incorporation establishing a classified board of directors, limiting the ability
of stockholders to call a special meeting of our board and requiring advance
notice for stockholder proposals or nominations of directors to be considered at
stockholder meetings.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is ChaseMellon
Shareholder Services. ChaseMellon is located at 400 South Hope Street, Fourth
Floor, Los Angeles, California, 90071 and its telephone number is (213)
553-9730.
NASDAQ STOCK MARKET LISTING
We have applied to have our common stock approved for quotation on the
Nasdaq National Market under the symbol "TTMI."
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our stock.
Future sales of substantial amounts of our common stock in the public market
following this offering of the possibility of such sales occurring could
adversely affect prevailing market prices for our common stock or could impair
our ability to raise capital through an offering of equity securities.
After this offering, we will have outstanding 35,500,000 shares of common
stock, based upon 29,925,000 shares outstanding as of July 3, 2000, assuming no
exercise of the underwriters' over-allotment option and no exercise of
outstanding options or warrants after July 3, 2000. All of the shares sold in
this offering will be freely tradable without restriction under the Securities
Act except for any shares purchased by our "affiliates" as that term is defined
in Rule 144 under the Securities Act. The 28,050,000 remaining shares of common
stock held by existing stockholders are "restricted" shares as that term is
defined in Rule 144 under the Securities Act. We issued and sold the restricted
shares in private transactions in reliance upon exemptions from registration
under the Securities Act. Restricted shares may be sold in the public market
only if they are registered under the Securities Act or if they qualify for an
exemption from registration, such as Rule 144 or 701 under the Securities Act,
which are summarized below.
Our officers, directors, employees, and other stockholders, who collectively
hold an aggregate of 28,050,000 restricted shares, and the underwriters entered
into lock-up agreements in connection with this offering. These lock-up
agreements provide that, with limited exceptions, our officers, directors,
employees and stockholders have agreed not to offer, sell, contract to sell,
grant any option to purchase or otherwise dispose of any of our shares for a
period of 180 days after the effective date of this offering. FleetBoston
Robertson Stephens Inc. may, in its sole discretion and at any time without
prior notice, release all or any portion of the shares subject to these lock-up
agreements. We have also entered into an agreement with FleetBoston Robertson
Stephens Inc. that we will not offer, sell or otherwise dispose of our common
stock until 180 days after the effective date of this offering.
As an exception to these lock-up agreements, our stockholders that are
corporations or partnerships are allowed to distribute shares to their partners
and stockholders, provided that the recipients agree to be bound by the same
lock-up restrictions. Following the offering, a number of private investment
funds will hold significant positions in our common stock and three funds will
each benefically own more than 5% of our common stock. Each of these funds will
be free effectively to liquidate its position by distributing its shares of our
common stock to its investors during the 180-day lock-up period without
violating the terms of their lock-up agreements. Their investors, however, would
be precluded from making any resales into the market during the full 180-day
period.
Taking into account the lock-up agreements, the number of shares that will
be available for sale in the public market under the provisions of Rules 144,
144(k) and 701 will be as follows:
Following the expiration of the lock-up period, shares issued upon exercise
of options granted by us prior to the completion of this offering will also be
available for sale in the public market pursuant to Rule 701 under the
Securities Act unless those shares are held by one of our affiliates, directors
or officers.
In general, under Rule 144 as currently in effect, a person, or persons
whose shares are aggregated, who has beneficially owned restricted shares for at
least one year, including the holding
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period of any prior owner except an affiliate, would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of:
- 1% of the number of shares of common stock then outstanding, which will
equal approximately 355,000 shares immediately after the offering; or
- the average weekly trading volume of the common stock during the four
calendar weeks preceding the filing of a Form 144 with respect to such
sale.
Sales under Rule 144 are also subject to manner of sale provisions that
require arm's length sales through a stockbroker, notice requirements with
respect to sales by our officers, directors and greater than five percent
stockholders and to the availability of current public information about us.
Under Rule 144(k), a person who is not deemed to have been an affiliate of our
company at any time during the three months preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two years
including the holding period of any prior owner except an affiliate, is entitled
to sell such shares without complying with the manner of sale, public
information, volume limitation or notice provisions of Rule 144.
Rule 701, as currently in effect, permits our employees, officers, directors
or consultants who purchased shares under a written compensatory plan or
contract to resell these shares in reliance upon Rule 144. Rule 701 provides
that affiliates may sell their Rule 701 shares under Rule 144 without complying
with the holding period requirement and that non-affiliates may sell these
shares in reliance on Rule 144 without complying with the holding period, public
information, volume limitation or notice provisions of Rule 144.
We intend to file, shortly after the effectiveness of this offering, a
registration statement on Form S-8 under the Securities Act covering all shares
of common stock reserved for issuance under the stock plans and subject to
outstanding options under our stock option plan. See "Management --Incentive
Plans." Shares of common stock issued upon exercise of options under the
Form S-8 will be available for sale in the public market, subject to Rule 144
volume limitations applicable to affiliates and subject to the contractual
restrictions described above. As of July 3, 2000, options to purchase 2,610,460
shares of common stock were outstanding of which approximately 145,779 options
were vested and exercisable. Beginning 180 days after the effective date of this
offering, approximately 750,852 shares issuable upon the exercise of vested
stock options will become eligible for sale in the public market, if such
options are exercised.
Beginning 180 days after the effective date of this offering, approximately
767,220 shares issuable upon the exercise of vested warrants as of July 3, 2000
will become eligible for sale in the public market.
Following this offering, the holders of an aggregate of 28,050,000 shares of
outstanding common stock and 767,220 shares of common stock issuable upon the
exercise of warrants, as of July 3, 2000, have the right to require us to
register their shares for sale upon meeting requirements to which the parties
have previously agreed. See "Description of Capital Stock--Registration Rights"
for additional information regarding registration rights.
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UNITED STATES TAX CONSEQUENCES TO NON-U.S. HOLDERS
The following is a general discussion of the principal United States federal
income and estate tax consequences of the acquisition, ownership and disposition
of our common stock by a Non-U.S. Holder. As used in this prospectus, the term
"Non-U.S. Holder" is a person who holds our common stock other than:
- a citizen or resident of the United States,
- a corporation or other entity taxable as a corporation created or
organized in or under the laws of the United States or of any political
subdivision of the United States,
- an estate the income of which is includable in gross income for United
States federal income tax purposes regardless of its source, or
- a trust subject to the primary supervision of a United States court and
the control of one or more United States persons, or a trust (other than a
wholly-owned grantor trust) that was treated as a domestic trust despite
not meeting the requirements described above.
This discussion does not consider:
- state, local or foreign tax consequences,
- specific facts and circumstances that may be relevant to a particular
Non-U.S. Holder's tax position in light of their particular circumstances,
- the tax consequences for the stockholders or beneficiaries of a Non-U.S.
Holder,
- special tax rules that may apply to certain Non-U.S. Holders, including
without limitation, partnerships, banks, insurance companies, dealers in
securities and traders in securities, or
- special tax rules that may apply to a Non-U.S. Holder that holds our
common stock as part of a "straddle," "hedge" or "conversion transaction."
The following discussion is based on provisions of the United States
Internal Revenue Code of 1986, as amended, also known as the Code, applicable
Treasury regulations and administrative and judicial interpretations, all as of
the date of this prospectus, and all of which are subject to change,
retroactively or prospectively. The following discussion assumes that our common
stock is held as a capital asset. The following summary is for general
information. Accordingly, each Non-U.S. Holder should consult a tax advisor
regarding the United States federal, state, local and foreign income and other
tax consequences of acquiring, holding and disposing of shares of our common
stock.
DIVIDENDS
We do not anticipate paying cash dividends on our common stock in the
foreseeable future. See "Dividend Policy." In the event, however, that dividends
are paid on shares of our common stock, dividends paid to a Non-U.S. Holder of
our common stock generally will be subject to withholding of United States
federal income tax at a 30% rate, or such lower rate as may be provided by an
applicable income tax treaty. Non-U.S. Holders should consult their tax advisors
regarding their entitlement to benefits under a relevant income tax treaty.
Dividends that are effectively connected with a Non-U.S. Holder's conduct of
a trade or business in the United States or, if an income tax treaty applies,
attributable to a permanent establishment in the United States, known as "United
States trade or business income", are generally subject to United States federal
income tax on a net income basis at regular graduated rates, but are not
generally subject to the 30% withholding tax if the Non-U.S. Holder files the
appropriate United States Internal Revenue Service form with the payor. Any
United States trade or business income received by a Non-
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U.S. Holder that is a corporation may also, under certain circumstances, be
subject to an additional "branch profits tax" at a 30% rate or such lower rate
as specified by an applicable income tax treaty.
Dividends paid prior to 2001 to an address in a foreign country are
presumed, absent actual knowledge to the contrary, to be paid to a resident of
such country for purposes of the withholding discussed above and for purposes of
determining the applicability of a tax treaty rate. For dividends paid after
2000, a Non-U.S. Holder of our common stock who clams the benefit of an
applicable income tax treaty rate generally will be required to satisfy
applicable certification and other requirements.
A Non-U.S. Holder of our common stock that is eligible for a reduced rate of
United States withholding tax under an income tax treaty may obtain a refund or
credit of any excess amounts withheld by filing an appropriate claim for a
refund with the United States Internal Revenue Services.
GAIN ON DISPOSITION OF COMMON STOCK
A Non-U.S. Holder generally will not be subject to United States federal
income tax in respect of gain recognized on a disposition of our common stock
unless:
- the gain is United States trade or business income, in which case the
branch profits tax described above may apply to a corporate Non-U.S.
Holder,
- the Non-U.S. Holder is an individual who holds our common stock as a
capital asset within the meaning of Section 1221 of the Code, is present
in the United States for more than 182 days in the taxable year of the
disposition and meets certain other requirements,
- the Non-U.S. Holder is subject to tax pursuant to the provisions of the
United States tax law applicable to certain United States expatriates, or
- we are or have been a "United States real property holding corporation"
for United States federal income tax purposes at any time during the
shorter of the five-year period ending on the date of disposition of the
period that the Non-U.S. Holder held our common stock.
Generally, a corporation is a "United States real property holding
corporation" if the fair market value of its "United States real property
interest," such as interest in real property located in the United States or the
Virgin islands, and certain interests in other United States real property
holding corporations, equals or exceeds 50% of the sum of the fair market value
of its worldwide real property interests plus its other assets used or held for
use in a trade or business. We believe we have never been, are not currently and
are not likely to become a United States real property holding corporation for
United States federal income tax purposes.
FEDERAL ESTATE TAX
Common stock owned or treated as owned by an individual who is a Non-U.S.
Holder at the time of death will be included in the individual's gross estate
for United States federal estate tax purposes, unless an applicable estate tax
or other treaty provides otherwise.
INFORMATION REPORTING AND BACKUP WITHHOLDING TAX
We must report annually to the United States Internal Revenue Service and to
each Non-U.S. Holder the amount of dividends paid to that holder and the tax
withheld with respect to those dividends. Copies of the information returns
reporting those dividends and withholding may also be made available to the tax
authorities in the country in which the Non-U.S. Holder is a resident under the
provisions of an applicable income tax treaty or agreement.
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Under certain circumstances, United States Treasury Regulations require
information reporting and backup withholding at a rate of 31% on certain
payments on our common stock. Under currently applicable law, Non-U.S. Holders
of our common stock generally will be exempt from these information reporting
requirements and from backup withholding on dividends paid prior to 2001 to an
address outside the United States. For dividends paid after 2000, however, a
Non-U.S. Holder of our common stock that fails to certify its Non-U.S. holder
status in accordance with applicable United States Treasury Regulations may be
subject to backup withholding at a rate of 31% of dividends.
The payment of the proceeds of the disposition of our common stock by a
holder to or through the United States office of a broker generally will be
subject to information reporting and backup withholding at a rate of 31% unless
the holder either certifies its status as a Non-U.S. Holder under penalties of
perjury or otherwise establishes an exemption. The payment of the proceeds of
the disposition by a Non-U.S. Holder of our common stock to or through a foreign
office of a foreign broker will not be subject to backup withholding or
information reporting unless the foreign broker is a "United States related
person." In the case of the payment of proceeds from the disposition of our
common stock by or through a foreign office of a broker that is a United States
person or a "United States related person," information reporting, but currently
not backup withholding, on the payment applies unless the broker receives a
statement from the owner, signed under penalty of perjury, certifying its
foreign status or the broker has documentary evidence in its files that the
holder is a Non-U.S. Holder and the broker has no actual knowledge to the
contrary. For this purpose, a "United States related person" is:
- a "controlled foreign corporation" for United States federal income tax
purposes,
- a foreign person 50% or more of whose gross income from all sources for
the three-year period ending with the close of its taxable year preceding
the payment, or for such part of the period that the broker has been in
existence, is derived from activities that are effectively connected with
the conduct of a United State trade or business,
- effective after 2000, a foreign partnership if, at any time during the
taxable year, (A) at least 50% of the capital or profits interest in the
partnership is owned by United States persons, or (B) the partnership is
engaged in a United States trade or business, or
- certain U.S. branches of foreign banks or insurance companies.
Effective after 2000, backup withholding may apply to the payment of
disposition proceeds by or through a foreign office or a broker that is a United
States person or a United States related person unless certain certification
requirements are satisfied or an exemption is otherwise established and the
broker has no actual knowledge that the holder is a United States person.
Non-U.S. Holders should consult their own tax advisors regarding the application
of the information reporting and backup withholding rules to them, including
changes to these rules that will become effective after 2000.
Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder will be refunded, or credited against the holder's United States
federal income tax liability, if any, provided that the required information is
furnished to the United States Internal Revenue Service.
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UNDERWRITING
We and the selling stockholders are offering the shares of common stock
described in this prospectus through a number of underwriters. FleetBoston
Robertson Stephens Inc., Chase Securities Inc., Donaldson, Lufkin & Jenrette
Securities Corporation and First Union Securities, Inc. are the representatives
of the underwriters. We and the selling stockholder entered into an underwriting
agreement with the representatives. Subject to the terms and conditions of the
underwriting agreement, we and the selling stockholders agreed to sell to the
underwriters, and each underwriter separately agreed to purchase, the number of
shares of common stock listed next to its name below at the public offering
price, less the underwriting discount described on the cover page of this
prospectus:
The underwriting agreement provides that the underwriters must buy all of
these shares if they buy any of them. The underwriters will sell these shares to
the public when and if the underwriters buy them from us and the selling
stockholders. The underwriters are offering the common stock subject to a number
of conditions, including:
- the underwriters' receipt and acceptance of the common stock from us; and
- the underwriters' right to reject orders in whole or in part.
FleetBoston Robertson Stephens Inc. expects to deliver the shares of common
stock to purchasers on , 2000.
OVER-ALLOTMENT OPTION. We and the selling stockholders have granted the
underwriters an option to buy up to 1,125,000 additional shares of our common
stock at the same price per share as they are paying for the shares shown in the
table above. The underwriters may exercise this option only to the extent that
they sell more than the total number of shares shown in the table above. The
underwriters may exercise this option at any time within 30 days after the date
of this prospectus. To the extent that the underwriters exercise this option,
the underwriters will be obligated to purchase the additional shares from us in
the same proportions as they purchased the shares shown in the table above. If
purchased, these additional shares will be sold by the underwriters on the same
terms as those on which the other shares are sold.
STOCK MARKET LISTING. We expect our common stock will be quoted on the
Nasdaq National Market under the symbol "TTMI."
DETERMINATION OF OFFERING PRICE. Before this offering, there has been no
public market for our common stock. The initial public offering price will be
determined through negotiations between us and
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the representatives. In addition to prevailing market conditions, the factors to
be considered in determining the initial public offering price will include:
- the valuation multiples of publicly-traded companies that the
representatives believe are comparable to us;
- our financial information;
- our history and prospects and the outlook for our industry;
- an assessment of our management, our past and present operations, and the
prospects for, and timing of, our future revenues;
- the present state of our development and the progress of our business
plan; and
- the above factors in relation to market values and various valuation
measures of other companies engaged in activities similar to ours.
An active trading market for our shares may not develop. Even if an active
market does develop, the public price at which our shares trade in the future
may be below the offering price.
UNDERWRITING DISCOUNTS AND COMMISSIONS. The underwriting discount is the
difference between the price the underwriters pay to us and the selling
stockholders and the price at which the underwriters initially offer the shares
to the public. The size of the underwriting discount is determined through an
arms-length negotiation between us, the selling stockholders and the
representatives. The following table shows the per share and total underwriting
discount we will allow to the underwriters. These amounts are shown assuming no
exercise and full exercise of the underwriters' over-allotment option described
above:
The expenses of this offering, not including the underwriting discount, are
estimated to be approximately $1.5 million. Expenses include the SEC filing fee,
the NASD filing fee, Nasdaq listing fees, printing expenses, legal and
accounting fees, transfer agent and registrar fees and other miscellaneous fees
and expenses. All of the expenses of this offering will be paid by us.
LOCK-UP AGREEMENTS. We and our executive officers, directors and
substantially all of our stockholders, have agreed, with exceptions, not to sell
or transfer any shares of our common stock for 180 days after the date of this
prospectus without first obtaining the written consent of FleetBoston Robertson
Stephens, Inc. Specifically, we and these other individuals have agreed not to,
directly or indirectly:
- offer to sell, contract to sell, or otherwise sell or dispose of any
shares of our common stock;
- loan, pledge or grant any rights with respect to any shares of our common
stock;
- engage in any hedging or other transaction that might result in a
disposition of shares of our common stock by anyone;
- execute any short sale, whether or not against the box; or
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- purchase, sell or grant any put or call option or other right with respect
to our common stock or with respect to any security other than a
broad-based market basket or index that includes, relates to or derives
any significant part of its value from our common stock.
These lock-up agreements apply to shares of our common stock and also to any
options or warrants to purchase any shares of our common stock or any securities
convertible into or exchangeable for shares of our common stock. These lock-up
agreements apply to all such securities that are owned or later acquired by the
persons executing the agreements, except for securities acquired on the open
market. In addition, we have agreed with FleetBoston Robertson Stephens Inc.
that, to the extent that we have separate lock-up agreements with some of our
stockholders, we will not consent to the stockholders' disposition of any shares
subject to those separate lock up agreements prior to the expiration of the
lock-up period. However, FleetBoston Robertson Stephens Inc. may release any of
us from these agreements at any time during the 180 day period, in its sole
discretion and without notice, as to some or all of the shares covered by these
agreements. Currently, there are no agreements between the representatives and
us or any of our shareholders to release any of us from the lock-up agreements
during such 180 days period.
INDEMNIFICATION OF THE UNDERWRITERS. We and the selling stockholders will
indemnify the underwriters against some civil liabilities, including liabilities
under the Securities Act and liabilities arising from breaches of our
representations and warranties contained in the underwriting agreement. If we
are unable to provide this indemnification, we will contribute to payments the
underwriters may be required to make in respect of those liabilities, which
means that each of us will reimburse the underwriters for a portion of their
payments. The relative size of our payments will be based upon the relative
benefits received by the company, the selling stockholders and the underwriters
from the offering of our shares. The payment amounts may also be based on the
parties' relative degree of fault in producing the original liability.
DEALERS' COMPENSATION. The underwriters initially will offer our shares to
the public at the price specified on the cover page of this prospectus. The
underwriters may allow to selected dealers a concession of not more than
$ per share. The underwriters may also allow, and any other dealers may
reallow, a concession of not more than $ per share to some other dealers.
If all the shares are not sold at the public offering price, the underwriters
may change the public offering price and the other selling terms. A change in
the public offering price will not affect the amount of proceeds that we
receive.
DISCRETIONARY ACCOUNTS. The underwriters have advised us that they do not
expect to sell more than 5% of the total number of shares in this offering to
accounts over which they exercise discretionary authority.
DIRECTED SHARE PROGRAM. At our request, the underwriters have reserved for
sale, at the initial public offering price, up to 281,250 shares, or 5%, of the
shares of our common stock offered by us for sale to some of our directors,
officers and employees and their family members, and other persons with
relationships with us. The number of shares of our common stock available for
sale to the general public will be reduced to the extent those persons purchase
the reserved shares. Any reserved shares which are not orally confirmed for
purchase within one day of the pricing of this offering may be offered by the
underwriters to the general public on the same terms as the other shares offered
by this prospectus.
ONLINE ACTIVITIES. A prospectus in electronic format may be made available
on the internet sites or through other online services hosted by DLJDIRECT Inc.,
an affiliate of Donaldson, Lufkin & Jenrette Securities Corporation, and by
E*OFFERING Corp. and E*TRADE Securities, Inc. In those cases, prospective
investors may view offering terms online and, depending upon the particular
underwriter, prospective investors may be allowed to place orders online. Other
than the prospectus in electronic
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format, information on these web sites is not a part of this prospectus and you
should not rely on other information on these web sites in making a decision to
invest in our shares.
The underwriters may agree with us to allocate a specific number of shares
for sale to online brokerage account holders. Any such allocation for online
distributions will be made by the representatives on the same basis as other
allocations. In particular, FleetBoston Robertson Stephens Inc. has informed us
that it will allocate a portion of the shares that it is underwriting for
distribution by E*TRADE Securities, Inc. Customers of E*TRADE who complete and
pass an online eligibility profile may place conditional offers to purchase
shares in this offering through E*TRADE's Internet website. In the event that
the demand for shares from the customers of E*TRADE exceeds the amounts
allocated to E*TRADE, E*TRADE will use a random allocation methodology to
distribute shares in even lots of 100 shares per customer.
STABILIZATION AND OTHER TRANSACTIONS. The rules of the SEC generally
prohibit the underwriters from trading in our common stock on the open market
during this offering. However, the underwriters are allowed to engage in some
open market transactions and other activities during this offering that may
cause the market price of our common stock to be above or below that which would
otherwise prevail in the open market. These activities may include
stabilization, short sales and over-allotments, syndicate covering transactions
and penalty bids.
- Stabilizing transactions consist of bids or purchases made by the lead
representative for the purpose of preventing or slowing a decline in the
market price of our common stock while this offering is in progress.
- Short sales and over-allotments occur when the representatives, on behalf
of the underwriting syndicate, sell more of our shares than they purchase
from us in this offering. "Covered" short sales are sales made in an
amount not greater than the underwriters' option to purchase additional
shares from us in the offering. The underwriters may close out any covered
short position either by exercising that option to purchase shares from us
or by purchasing shares in the open market. In determining the source of
shares to close out a covered short position, the underwriters will
consider, among other things, the prevailing market price per share
compared to the exercise price per share of their option. "Naked" short
sales are any sales by the underwriters in excess of their option. The
underwriters must close out any naked short position by purchasing shares
in the open market, potentially including purchases made as stabilizing
transactions. For this reason, a naked short position is more likely to be
created if the underwriters are concerned that there may be downward
pressure on the price of the common stock in the open market after pricing
that could adversely affect investors who purchase in the offering.
- Syndicate covering transactions are bids for or purchases of our common
stock on the open market by the representatives on behalf of the
underwriters in order to reduce a short position incurred by the
representatives on behalf of the underwriters. Similar to other purchase
transactions, syndicate covering transactions may have the effect of
raising or maintaining the market price of our common stock or preventing
or retarding a decline in the market price of our common stock. As a
result, the price of our common stock may be higher than the price that
might otherwise exist in the open market.
- A penalty bid is an arrangement permitting the representatives to reclaim
the selling concession that would otherwise accrue to an underwriter if
the common stock originally sold by that underwriter was later repurchased
by the representatives and therefore was not effectively sold to the
public by such underwriter.
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If the underwriters commence these activities, they may discontinue them at
any time without notice. The underwriters may carry out these transactions on
the Nasdaq National Market, in the over-the-counter market or otherwise.
PASSIVE MARKET MAKING. Following the pricing of this offering, and until
the commencement of any stabilizing bid, underwriters and dealers who are
qualified market makers on the Nasdaq National Market may engage in passive
market making transactions. Passive market making is allowed during the period
when the SEC's rules would otherwise prohibit market activity by the
underwriters and dealers who are participating in this offering. Passive market
makers must comply with applicable volume and price limitations and must be
identified as such. In general, a passive market maker must display its bid at a
price not in excess of the highest independent bid for our common stock; but if
all independent bids are lowered below the passive market maker's bid, the
passive market maker must also lower its bid once it exceeds specified purchase
limits. Net purchases by a passive market maker on each day are limited to a
specified percentage of the passive market maker's average daily trading volume
in our common stock during a specified period and must be discontinued when such
limit is reached. Underwriters and dealers are not required to engage in passive
market making and may end passive market making activities at any time.
QUALIFIED INDEPENDENT UNDERWRITER. First Union National Bank is the
administrative agent and a lender and First Union Securities, Inc. is the lead
arranger and a lender under our senior credit facility. We intend to use a
portion of the net proceeds to repay indebtedness under our senior credit
facility as described in "Use of Proceeds." First Union National Bank is an
affiliate of First Union Securities, Inc., one of the underwriters, and each of
them will receive their proportionate share of such repayment. We expect to use
more than 10% of the net proceeds of this offering to pay down our senior credit
facility. Accordingly, this offering will be conducted in accordance with
Rules 2710(c)(8) and 2720 of the Conduct Rules of the National Association of
Securities Dealers, Inc., which provide that when more than 10% of the net
proceeds are intended to be paid to underwriters or their affiliates, the
offering price can be no higher than that recommended by a "qualified
independent underwriter," or QIU, meeting certain standards. In accordance with
this requirement, FleetBoston Robertson Stephens Inc. is assuming the
responsibilities of acting as QIU and will recommend a price in compliance with
the requirements of Rule 2720. In connection with this offering, FleetBoston
Robertson Stephens Inc. is performing due diligence investigations and reviewing
and participating in the preparation of this prospectus and the registration
statement of which this prospectus forms a part.
FleetBoston Robertson Stephens Inc. provides financial advisory services to
us from time to time.
LEGAL MATTERS
The validity of the shares of common stock to be issued by us and sold by
the selling stockholders in this offering will be passed upon for us by Karr
Tuttle Campbell P.S., Seattle, Washington. Other legal matters in connection
with this offering will be passed upon for us by Shearman & Sterling, Menlo
Park, California. Legal matters in connection with this offering will be passed
upon for the underwriters by O'Melveny & Myers LLP, San Francisco, California.
As of the date of this prospectus, Shearman & Sterling beneficially owns an
aggregate of 76,000 shares of our common stock through TC Circuits, L.L.C.
EXPERTS
The consolidated financial statements of TTM Technologies, Inc. as of
December 31, 1998 and 1999, and for each of the three years in the period ended
December 31, 1999 and the financial statements of Power Circuits, Inc. for the
period from January 1, 1999 to July 14, 1999 included in this prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP,
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independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
The financial statements of Power Circuits, Inc. for the years ended
December 31, 1997 and 1998, included in this prospectus, have been so included
in reliance on the report of Ernst & Young LLP, independent auditors, given on
the authority of said firm as experts in auditing and accounting.
The selected income statement data for the years ended December 31, 1995 and
1996 and the selected balance sheet data as of December 31, 1995 and 1996
included in this prospectus and derived from audited financial statements not
included in this prospectus, have been so included in reliance on the authority
of Simon Dadoun & Co., P.S., independent certified public accountants, as
experts in auditing and accounting.
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-1, including exhibits and schedules, under the Securities
Act with respect to the common stock to be sold in this offering. With respect
to each contract, agreement or other document filed as an exhibit to the
registration statement, we refer you to the exhibit for a more complete
description of the matter involved, and each statement in this prospectus shall
be deemed qualified in its entirety by this reference.
You may read and copy all or any portion of the registration statement or
any reports, statements or other information in the files at the public
reference facilities of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C., 20549 and at the regional offices of the SEC located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of
these documents upon payment of a duplicating fee by writing to the SEC. You may
call the SEC at 1-800-SEC-0330 for further information on the operation of its
public reference rooms. Our filings, including the registration statement, will
also be available to you on the internet site maintained by the SEC at
http://www.sec.gov.
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TTM TECHNOLOGIES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
After the stock split and change in authorized common stock discussed in Note 14
to TTM Technologies, Inc.'s consolidated financial statements is effected, we
expect to be in a position to render the following audit report.
/s/ ARTHUR ANDERSEN LLP--February 11, 2000
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To TTM Technologies, Inc.:
We have audited the accompanying consolidated balance sheets of TTM
Technologies, Inc. (a Washington corporation) and subsidiary as of December 31,
1998 and 1999, and the related consolidated statements of operations,
shareholders' equity (deficit) and cash flows for each of the three years in the
period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TTM Technologies, Inc. and
subsidiary as of December 31, 1998 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended
December 31, 1999 in conformity with accounting principles generally accepted in
the United States.
F-2
TTM TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these consolidated balance
sheets.
F-3
TTM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these consolidated statements.
F-4
TTM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
The accompanying notes are an integral part of these consolidated statements.
F-5
TTM TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
On July 14, 1999, the Company acquired the stock of Power Circuits, Inc. The
fair value of the acquired assets was $106,364,164, net of $2,312,884 of cash
acquired. The Company assumed $10,888,795 of liabilities.
During 1998, the Company made noncash dividends totaling $2,519,136 (see
Note 9).
The accompanying notes are an integral part of these consolidated statements.
F-6
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
TTM Technologies, Inc., formerly Pacific Circuits, Inc. was incorporated
under the laws of the State of Washington on March 20, 1978. On December 15,
1998, the shareholders of TTM Technologies, Inc. sold 90% of their common stock
to Circuit Holdings, LLC which was accounted for as a recapitalization (see
Note 3). Circuit Holdings, LLC is a company owned by various private equity
funds and individual investors. In July 1999, Power Circuits, Inc. was acquired
and became a wholly-owned subsidiary of TTM Technologies, Inc. TTM
Technologies, Inc. and its wholly-owned subsidiary are collectively referred to
as "the Company."
The Company is a manufacturer of complex printed circuit boards ("PCBs")
used in sophisticated electronic equipment. The Company sells to a variety of
customers located both within and outside of the United States.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of TTM
Technologies, Inc. and its wholly owned subsidiary, Power Circuits, Inc. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
REVENUE RECOGNITION
The Company derives its revenue primarily from the sale of PCBs using
customer supplied engineering and design plans and recognizes revenues when
products are shipped to the customer. The Company provides its customers a
limited right of return for defective PCBs. The Company accrues an estimated
amount for sales returns and allowances at the time of sale based on historical
information. For 1997, 1998 and 1999 the provision for sales returns was less
than 2% of gross sales.
CASH AND CASH EQUIVALENTS
The Company considers highly liquid investments with an original maturity of
three months or less to be cash equivalents. As of December 31, 1998 and 1999,
there were no cash equivalents.
F-7
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES
Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market. Inventories as of December 31, 1998 and 1999 consist
of the following:
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Depreciation expense is
computed using the straight-line method over the estimated useful lives of the
assets. The Company uses the following estimated useful lives:
Upon retirement or other disposition of property, plant and equipment, the
cost and related accumulated depreciation are removed from the accounts. The
resulting gain or loss is included in the determination of income. Major
renewals and betterments are capitalized and depreciated over their estimated
useful lives while minor expenditures for maintenance and repairs are charged to
expense as incurred.
OTHER ASSETS
Debt issuance costs are amortized to expense over the period of the
underlying indebtedness using the effective interest rate method adjusted to
give effect to any early repayments. During 1999, the Company repaid certain
indebtedness in connection with a refinancing. Accordingly, unamortized deferred
debt issuance costs were written off and classified as an extraordinary item,
net of the tax benefit.
Deferred retention bonuses represent amounts owed to various key employees
(see Note 5). These amounts are charged to expense over the vesting periods as
set forth in the agreements.
Goodwill and other intangibles resulted from the Company's acquisition of
Power Circuits, Inc. At December 31, 1999, goodwill was approximately
$72,100,000 and is being amortized using the straight-line method over 20 years.
Other intangibles, consisting principally of strategic customer relationships,
were approximately $18,000,000 and are being amortized using the straight-line
method over 15 years.
F-8
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, including intangibles, are reviewed for impairment
whenever events or changes in circumstances indicate that the book value of the
asset may not be recoverable. The Company evaluates, at each balance sheet date,
whether events and circumstances have occurred that indicates possible
impairment. The Company uses an estimate of the future undiscounted net cash
flows of the related asset over the remaining life in measuring whether the
assets are recoverable. Measurement of the amount of impairment, is based upon
the difference between the asset's carrying value and fair value. For enterprise
level goodwill and other intangibles fair value will be determined using a
market value approach if reliably determinable or alternatively a discounted
cash flow approach. As of December 31, 1999, management of the Company does not
consider any of the Company's long-lived assets to be impaired.
IMPUTED INTEREST EXPENSE
Interest is imputed on long-term debt obligations where it has been
determined that the contractual interest rates are below the market rate for
debt with similar risk characteristics (see Notes 5 and 6). In addition, a
discount from the face amount of notes, resulting from allocating proceeds
between debt and equity instruments issued, is recorded as interest expense over
the term of the debt (see Note 6). For 1998 and 1999, non-cash interest expense
for these obligations were as follows:
INCOME TAXES
The Company recognizes deferred tax assets or liabilities for expected
future tax consequences of events that have been recognized in the financial
statements or tax returns. Under this method, deferred tax assets or liabilities
are determined based upon the difference between the financial statements and
income tax basis of assets and liabilities using enacted tax rates expected to
apply when differences are expected to be settled or realized.
Prior to December 15, 1998, the Company had elected, for federal income tax
purposes, to include its taxable income with that of its shareholders (an S
Corporation election). Accordingly, the Company had no provision for income
taxes prior to December 15, 1998.
The unaudited pro forma information presents the pro forma effects on
historical net income adjusted for a pro forma provision for income taxes. The
pro forma provision for income taxes has been determined assuming the Company
had been taxed as a C corporation for income tax purposes using an effective tax
rate of 34%. Prior to its acquisition of Power Circuits, Inc., the Company was
not subject to state income taxes because of its location (Washington).
F-9
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EARNINGS PER SHARE
Basic earnings per common share ("Basic EPS") excludes dilution and is
computed by dividing net income (loss) by the weighted average number of common
shares outstanding during the period. Diluted earnings per common share
("Diluted EPS") reflects the potential dilution that could occur if stock
options or other common stock equivalents were exercised or converted into
common stock.
The following is a reconciliation of the numerator and denominator used to
calculate Basic EPS and Diluted EPS:
For the year ended December 31, 1999, options to purchase 2,289,313 shares
of common stock were not considered for Diluted EPS because the exercise price
was equal to the average fair value during the year.
CONCENTRATION OF CREDIT RISK
In the normal course of business, the Company extends credit to its
customers, which are concentrated in the computer and electronics
instrumentation industries. The Company performs ongoing credit evaluations of
customers and does not require collateral. The Company regularly reviews its
accounts receivable and makes provisions for potential losses.
As of December 31, 1999, three customers in the aggregate accounted for 43%
of total accounts receivable. As of December 31, 1998 two customers in the
aggregate accounted for 32% of total accounts receivable. For the year ended
December 31, 1999, two customers accounted for 19% and 17% of net sales. For the
year ended December 31, 1998, two customers accounted for 24% and 12% of net
sales. For the year ended December 31, 1997, two customers accounted for 25% and
21% of net sales. One of these customer's sales includes sales directed by this
customer to other customers. If any one or group of these customers were lost or
their receivables balances should be deemed to be uncollectable, it would have a
material adverse effect on the Company's financial condition or results of
operations.
RECENT ACCOUNTING PRONOUNCEMENT
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133") "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133 requires the
recognition of all derivatives as either assets or liabilities in the balance
sheet and the measurement date of those instruments at fair value. Gains and
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. SFAS No. 133, as amended, is effective for fiscal years
beginning after June 15, 2000. Based upon the nature of the financial
instruments and hedging activities of the Company, this pronouncement would
require the Company to reflect the fair
F-10
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
value of its derivative instruments (interest rate swaps) on the consolidated
balance sheet. Changes in fair value of these derivatives will be reflected as a
component of comprehensive income. The Company will adopt SFAS No. 133 effective
January 1, 2001 and has not yet determined the impact of this statement on its
financial statements.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of assets and liabilities as reported on the balance
sheet at December 31, 1999 and 1998, which qualify as financial instruments,
approximates fair value. The fair value of interest rate swap agreements held by
the Company at December 31, 1999 and 1998 which were not recorded in the
accompanying consolidated financial statements was $1,040,000 and $13,800,
respectively, which represents the cash the Company would receive to settle
these agreements.
3. RECAPITALIZATION AND STOCK PURCHASE
On December 15, 1998, the Company, its existing shareholders and Circuit
Holdings, LLC, entered into a recapitalization and stock purchase agreement.
Under the agreement, the Company borrowed $62.5 million and paid cash dividends
(including the payment of excess cash as defined in the agreement) totaling
$59,481,663 to the existing shareholders. The existing shareholders sold 90% of
their outstanding shares to Circuit Holdings, LLC as described in the agreement.
In addition, the Company entered into notes payable with the existing
shareholders with an aggregate undiscounted principal amount of $4.0 million.
This transaction has been accounted for as a recapitalization because the
Company did not become substantially wholly-owned by the new owners. In
connection with this transaction, the Company incurred transaction expenses of
$536,132 which were recorded as a reduction to retained earnings.
As part of this agreement, the Company entered into a retention bonus plan
agreement, which provides for retention bonuses to certain key employees
totaling $12 million (see Note 5).
For income tax purposes, the existing shareholders and Circuit Holdings, LLC
agreed to file a Section 338(h)(10) election in accordance with the Internal
Revenue Service ("IRS") rules and regulations. Generally, this election has the
effect of characterizing a stock purchase as an asset purchase and requires that
the adjusted grossed-up basis of the Company's shares be allocated to the
acquired assets. This transaction resulted in significant differences between
the financial reporting basis and adjusted tax basis of assets. These
differences are generally deductible for income tax purposes over future periods
as outlined in the IRS rules and regulations. The tax effect of these
differences, consisting principally of goodwill, has been recorded as deferred
tax assets for financial reporting purposes with a corresponding increase to
retained earnings (see Note 7).
4. ACQUISITION OF POWER CIRCUITS, INC.
In July 1999, the Company acquired the stock of Power Circuits, Inc. for
approximately $97.8 million, which included direct acquisition costs of
approximately $850,000. The acquisition was financed from borrowings under the
Company's new credit facilities. The acquisition was accounted for under the
purchase method of accounting. Accordingly, results of operations of Power
Circuits, Inc. are included in the accompanying consolidated financial
statements from the date of acquisition. The total goodwill and other
intangibles recorded in connection with this acquisition were approximately
F-11
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. ACQUISITION OF POWER CIRCUITS, INC. (CONTINUED)
$90.1 million, which are deductible for income tax purposes over future periods
in accordance with IRS rules and regulations.
The unaudited pro forma information below presents the results of operations
as if the Power Circuits acquisition occurred at the beginning of 1998, after
giving effect to certain adjustments, including amortization of intangibles,
elimination of nonrecurring bonuses, adjustments to reflect new incentive
compensation and management fee arrangements, interest expense and amortization
of deferred financing costs related to the acquisition debt and the related
income tax effects. The pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would have occurred
had the acquisition been made at the beginning of 1998 or of the results which
may occur in the future.
5. DEFERRED RETENTION BONUS
On December 15, 1998, the Company entered into a retention bonus plan
agreement. Under the agreement, the Company is required to pay, subject to
certain restrictions, a total of $12 million to certain key employees no later
than December 31, 2006. In the event employees leave the Company prior to
becoming fully vested in the bonus, any unpaid amounts are payable to the
selling shareholders under the stock purchase agreement as described in Note 3.
Accordingly, the entire obligation has been recorded as a long-term liability
along with the corresponding asset. In the event of a change in control of the
Company, participating employees will receive 50% of the unforfeited retention
bonus at the time of such change in control. In addition, the Company will
deposit into a trust or escrow the remaining 50% to be paid to employees on the
second anniversary of the change of control. The deferred retention bonus asset
is being amortized over the five-year vesting period as set forth in the
agreement, which resulted in expense of $77,000 in 1998 and $1,849,000 in 1999.
The remaining deferred expense of $5,469,000 will be amortized as follows:
$1,849,000 in 2000, $1,811,000 in 2001, $925,000 in 2002, and $884,000 in 2003.
In addition, under the agreement, the Company is required to make annual
payments, similar to interest, which accrue at the rate of 10% per annum on the
total unpaid retention bonus. Management believes that the 10% rate is a below
market rate given the related-party nature of this obligation and the rate that
would be appropriate for debt with similar risk characteristics (see Note 6).
Accordingly, interest has been imputed at 20% resulting in an additional 10%
interest on the $12,000,000 obligation. Accordingly, this resulted in an initial
recorded present value of approximately $7,395,000. For the years ended
December 31, 1998 and 1999, approximately $61,600 and $1,480,000, respectively,
has been recorded as interest expense in the accompanying consolidated financial
statements, which includes the contractual 10% interest amount, and the
additional amount to impute interest at 20%.
F-12
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. LONG-TERM DEBT
Long-term debt consists of the following as of December 31, 1998 and 1999:
The aggregate amount of principal maturities of long-term debt at
December 31, 1999 are as follows:
The Company's A and B term loans, revolving loans and swingline loans are
with several banks pursuant to a credit agreement dated July 13, 1999. All
borrowings are collateralized by the assets of the Company. The agreement
provides, among other things, for borrowings on the revolver of up to
F-13
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. LONG-TERM DEBT (CONTINUED)
the lesser of $12.5 million or the borrowing base, as defined in the agreement
and up to $2.5 million on the swingline loan subfacility. The revolving and
swingline loan commitments expire on June 30, 2004. The Company is required to
pay a quarterly commitment fee of .50% on the unused revolver commitment under
the agreement. As of December 31, 1999, the Alternate Base rate was 10.25% and
the LIBOR rate was 6.19%. The amount added to the LIBOR rate or the Alternate
Base rate varies depending upon the Company's leverage ratios as defined in the
agreement. The Company's outstanding A and B term loans, revolving loans and
swingline loans under this agreement had a weighted average interest rate of
9.81% at December 31, 1999. Borrowing availability under the agreement was
$6,832,000 at December 31, 1999. During 1999, the proceeds from the borrowings
were used to retire certain debt before the contractual due date. Prepayment of
this debt resulted in an extraordinary write-off of debt issuance costs of
$1,483,169, net of an income tax benefit of $834,283.
The agreements with banks contain certain financial and other covenants.
These covenants include capital expenditure limits, leverage and interest
coverage ratios, consolidated EBITDA and various other covenants. At
December 31, 1999, the Company was in compliance with these covenants.
As of December 31, 1999, the Company has entered into interest rate swap
agreements with two banks (the "counterparty") which are designated as a partial
hedge of the Company's variable rate debt. The agreements obligate the Company
to make fixed payments to the counterparty which, in turn, is obligated to make
variable payments to the Company. The amount to be paid or received is measured
by applying contractually agreed upon variable and fixed rates to the notional
amounts of principal. The notional amounts, which decrease over the term of the
agreement, are used to measure the contractual amounts to be received or paid
and do not represent the amount of exposure to credit loss. The agreements
terminate through December 31, 2001 and have notional amounts ranging from
$20.0 million to $38.0 million. At December 31, 1999, the fixed rates on the
contracts range from 5.08% to 6.36% and the variable rates under the contracts
range from 5.51% to 6.19%. Net amounts paid or received on these swaps are
recorded as an adjustment to interest expense.
On July 13, 1999, the Company issued an aggregate of $12.5 million in senior
subordinated notes to TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P. and TCW Leveraged Income
Trust II, L.P., each of which is a shareholder, with interest at 12.0%. In
connection therewith, the Company issued warrants for the purchase of 767,220
shares of common stock at an exercise price of $0.000026 per share. The
$12.5 million has been allocated between the notes and the warrants based on the
relative fair values at the date of issuance. This resulted in allocating
$10,481,000 to the notes and $2,019,000 to the warrants. The difference between
the face amount of the notes and the amount allocated to the notes is recorded
as interest expense over the term of the notes. The Company may redeem all or
any of the notes, in whole or in part, during the 12-month period beginning
July 13, 1999, 2000, 2001, 2002, 2003 and 2004 (and thereafter) at a redemption
price of 105%, 104%, 103%, 102%, 101% or 100%, respectively of the unpaid
principal balance on the notes. In the event of a sale or initial public
offering, the Company may redeem all of the notes during the 12-month period
beginning July 13, 1999, 2000 and 2001 (and thereafter) at a redemption price of
102%, 102% and 100%, respectively. The Company is required to redeem the notes
in the event of a change in control as defined in the agreement.
F-14
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INCOME TAXES
Effective December 15, 1998, in connection with a recapitalization, the
Company's S Corporation election was terminated. The Company generated a loss
for the period in 1998 after the termination of the S corporation status.
The components of the provision for income taxes for the year ended
December 31, 1999 are as follows (excluding the $834,283 deferred benefit
allocated to the extraordinary item):
The following is a reconciliation between the statutory federal income tax
rate and the Company's 1999 effective income tax rate which is derived by
dividing the provision for income taxes by the income before income taxes and
extraordinary item:
The components of the net deferred tax assets at December 31, 1998 and 1999
are as follows:
A valuation allowance is provided when it is more likely than not that all
or some portion of the deferred tax assets will not be realized. At the date of
our recapitalization, December 14, 1998, we determined that a valuation
allowance was required based upon the estimate of our ability to generate
F-15
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7. INCOME TAXES (CONTINUED)
future taxable income over a period, sufficient to realize this asset. The
primary deferred tax asset, tax goodwill, will be amortized over a 15-year
period. At December 31, 1999, we reassessed the realizability of our deferred
tax assets and concluded, based upon generating a tax net operating loss of
$4.9 million, among other factors, that the valuation allowance was still
necessary. The amount of the net deferred tax assets considered realizable,
however, could change in the near term based on changing conditions.
At December 31, 1999, the Company has tax net operating loss carryforwards
of approximately $4,887,000 which expire through 2019.
8. COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
The Company leases facilities and manufacturing equipment under
noncancellable operating leases with terms expiring through 2018. The facilities
are leased from related parties (see Note 12). Future minimum lease payments
under these leases as of December 31, 1999 are as follows:
Total rent expense for the years ended December 31, 1997, 1998 and 1999 was
approximately $809,000, $983,000 and $1,409,000, respectively.
LEGAL MATTERS
The Company is subject to various legal matters, which it considers normal
for its business activities. Management believes, after consultation with legal
counsel, that these matters will not have a material impact on the financial
condition, liquidity or results of operations of the Company.
ENVIRONMENTAL MATTERS
The process to manufacture printed circuit boards requires adherence to
city, county, state and federal environmental regulations regarding the storage,
use, handling and disposal of chemicals, solid wastes and other hazardous
materials as well as air quality standards. Management believes that its
facilities comply in all material respects with environmental laws and
regulations. The Company has in the past received certain notices of violations
and has been required to engage in certain minor corrective activities. There
can be no assurance that violations will not occur in the future.
F-16
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. COMMITMENTS AND CONTINGENCIES (CONTINUED)
CASH INCENTIVE COMPENSATION PLAN
Effective January 1, 1999 the Company has established a cash incentive
compensation plan to provide a means of retaining and attracting capable
employees and increasing the incentive of key employees. Eligible employees
receive a bonus equal to a percentage of earnings before interest, taxes,
depreciation and amortization ("EBITDA"), as defined in the agreement. The bonus
percentage, which ranges from 1.5% to 4.0%, is based upon achieving certain
target levels of EBITDA. The term of the agreement is for five successive
one-year periods. For the year ended December 31, 1999, no amounts were earned
under this plan.
9. DIVIDENDS TO SHAREHOLDERS
During 1998, the Company made dividends to shareholders totaling
$70,686,427. The 1998 dividends include the amounts made in connection with the
recapitalization and stock repurchase agreement (see Note 3). Of the total
$70,686,427 of dividends in 1998, non cash dividends totaled $2,519,136 of which
$2,465,136 related to the Company's note payable to stockholder (see Note 6) and
the remaining $54,000 related to the value of vehicles which were distributed to
the shareholders.
10. STOCK OPTION PLAN
On December 15, 1998, the Company adopted the Management Stock Option Plan
(the "Plan"). The Plan as amended in 1999, provides for issuance of a maximum of
2,778,750 shares of the Company's common stock. Stock options may be granted as
"Incentive Stock Options" (as defined by the Internal Revenue Code and awards)
or nonqualified options. The exercise price is determined by the compensation
committee of the Board of Directors and may not be less than the fair market
value at the date of the grant. Each option and award shall vest and expire as
determined by the Compensation Committee. Options expire no later than 10 years
from the grant date. The Plan expires on December 1, 2008. A summary of stock
option activity is as follows:
As of December 31, 1999, of the 2,289,313 options outstanding, 1,197,952
options vest equally over 5 years from the grant date. Options to purchase
1,091,361 shares vest on the eighth anniversary of the date of grant, however
upon the occurrence of certain events including a sale of shares by the majority
shareholder or a merger, a portion of these options will vest earlier based upon
the annual rate of return of the common stock, as defined in the agreement. The
weighted average remaining contractual life of options outstanding at
December 31, 1999 was 9.4 years.
During 1999, the Company modified the vesting for options to purchase
426,360 shares. The options previously vested over 5 years subject to the
Company meeting specific EBITDA targets each
F-17
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. STOCK OPTION PLAN (CONTINUED)
year and were modified to vest on the eighth anniversary of the grant date, or
accelerate based upon the occurrence of certain liquidity events as described
above.
The Company accounts for stock options issued to employees, officers and
directors under Accounting Principles Board Opinion No. 25 and the related
interpretations and provides pro forma disclosures as required by Statement of
Financial Accounting Standards No. 123 ("SFAS No. 123"). Had compensation cost
been determined in accordance with SFAS No. 123, the Company's net income (loss)
would have been changed to the following pro forma amounts:
For pro forma disclosure purposes, the fair value of each option is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following assumptions used for the grants in 1999 and 1998: zero dividend
yield; zero expected volatility; risk-free rate of 6.5% for 1999 and 5.2% for
1998; and expected life of 8 years for 1999 and 7 years for 1998. For purposes
of the pro forma disclosure, the estimated fair value of the stock options is
amortized over the estimated life of the respective stock options.
11. EMPLOYEE BENEFIT PLAN
The Company maintains a profit sharing plan covering substantially all of
its full-time employees, except participants in the cash incentive plan. At the
direction of the Board of Directors, the Company may contribute up to 15% of an
eligible employee's salary to the plan. For the years ended December 31, 1997,
1998 and 1999, contributions accrued to the plan were approximately $1,700,000,
$1,200,000 and $1,125,000, respectively. These amounts were paid to the plan
subsequent to each year-end.
The Company's subsidiary maintains a 401(k) savings plan (the "Plan") under
which all full-time employees 18 years of age or older with at least one year or
1,000 hours of service are eligible to participate. Under the Plan, eligible
employees voluntarily contribute to the Plan up to 15% of their salary through
payroll deductions. Employer contributions may be made by the Company at its
discretion based upon matching employee contributions, within limits, and profit
sharing provided for in the Plan. Employer contributions of $18,313 were made
during the period from July 15, 1999 to December 31, 1999.
12. RELATED-PARTY TRANSACTIONS
In connection with the recapitalization transaction (see Note 3), T.C.
Management Partners IV, L.L.C. and Brockway Moran & Partners Management, LLP,
affiliates of certain principal shareholders of the Company, were paid
transaction fees and expenses totaling $1.2 million of which $840,000 was
F-18
TTM TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. RELATED-PARTY TRANSACTIONS (CONTINUED)
capitalized as debt issuance costs and $360,000 was charged against retained
earnings as a cost of the recapitalization.
In connection with the purchase of Power Circuits, Inc. (see Note 4), T.C.
Management Partners IV, L.L.C. and Brockway Moran & Partners Management, LLP,
affiliates of certain principal shareholders of the Company, were paid
transaction fees and expenses totaling $1.6 million of which $986,000 was
capitalized as debt issuance costs and $569,000 was recorded as acquisition
costs.
The Company has management agreements with T.C. Management Partners IV,
L.L.C. and Brockway Moran & Partners Management, LLP which requires management
fees totaling $600,000 per year. Under the agreement, T.C. Management Partners
IV, L.L.C. and Brockway Moran & Partners Management, LLP will provide corporate
finance, strategic and capital planning and other advisory services. For the
years ended 1998 and 1999, expense under the agreements were $12,500 and
$439,400, respectively.
The Company has issued subordinated notes payable to shareholders (see
Note 6).
The Company leases facilities from Harbor Building, LLC, a business owned by
the former owners of Power Circuits, Inc. and now minor shareholders and
employees of the Company. Total rent expense for the period from July 15, 1999
to December 31, 1999 was approximately $115,000. The lease expires in 2018. The
Company has the option of purchasing the facilities on or before July 13, 2004
for approximately $3,413,000.
13. FOREIGN SALES
Sales representing more than 5% of the Company's net sales by country are as
follows:
14. STOCK SPLIT AND CHANGE IN AUTHORIZED COMMON STOCK
In connection with an initial public offering of common stock, the Company
will effect a 380 for 1 stock split and a change in the authorized common stock
to 100,000,000 shares. This stock split has been retroactively reflected in the
accompanying financial statements for all periods presented.
F-19
TTM TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
The accompanying notes are an integral part of this condensed consolidated
balance sheet.
F-20
TTM TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
The accompanying notes are an integral part of these condensed consolidated
statements.
F-21
TTM TECHNOLOGIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these condensed consolidated
statements.
F-22
TTM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and disclosures
normally included in financial statement prepared in accordance with accounting
principles generally accepted in the United States, have been condensed or
omitted pursuant to such rules and regulations. These condensed consolidated
financial statements reflect all adjustments (consisting only of normal
recurring adjustments), which in the opinion of management, are necessary to
present fairly the results of operations of the Company for the periods
presented. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto included elsewhere in this prospectus.
The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year.
2. INVENTORIES
Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market. Inventories as of July 3, 2000 consist of the
following:
3. EARNINGS PER COMMON SHARE
The following is a reconciliation of the numerator and denominator used to
calculate basic earnings per common share and diluted earnings per common share
for the two quarters ended July 4, 1999 and July 3, 2000:
4. STOCK-BASED COMPENSATION
During the two quarters ended July 3, 2000, the Company issued options to
employees to purchase 381,900 shares of common stock with an exercise price of
$2.63 per share and options to purchase 38,000 shares of common stock with an
exercise price of $7.04 per share. In addition, options to purchase 98,753
shares were forfeited. Of the 419,900 options granted during the two quarters,
options to purchase 209,950 shares vest on the eighth anniversary of the date of
grant or earlier upon the occurance of certain events as described in the
agreements and options to purchase 209,950 shares vest equally over five years
from the grant date.
F-23
TTM TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. STOCK-BASED COMPENSATION (CONTINUED)
In connection with these stock options, the Company recorded deferred
stock-based compensation in the aggregate amount of $322,155 representing the
difference between the deemed fair value of the Company's common stock for
accounting purposes and the exercise price of stock options at the date of
grant. The Company is amortizing the deferred stock-based compensation over the
option vesting periods. For the two quarters ended July 3, 2000, amortization
expense was $15,449. At July 3, 2000, the remaining stock-based compensation of
$306,706 is estimated to be amortized as follows: $26,301 for the remainder of
fiscal 2000, $52,350 in 2001, $52,350 in 2002, $52,350 in 2003, $52,350 in 2004,
$26,658 in 2005 and $44,347 thereafter. The amount of deferred stock-based
compensation expense to be amortized could change during these periods as a
result of accelerated vesting changes and forfeitures.
In June 2000, the stock option plan was amended to provide for the issuance
of a maximum of 5,600,000 shares of common stock.
At July 3, 2000, there were outstanding options to purchase 2,572,460 shares
of common stock with an exercise price of $2.63 and options to purchase 38,000
shares with an exercise price of $7.04.
5. RELATED-PARTY TRANSACTION
For the two quarters ended July 4, 1999 and July 3, 2000 total management
fees and expenses under the agreements with T.C. Management Partners IV, L.L.C.
and Brockway Moran & Partners Management, LLP were $150,000 and $500,000
respectively.
6. SUBSEQUENT EVENTS
In connection with an initial public offering of common stock, the Company
intends to amend and consolidate the existing the management agreements with
T.C. Management, L.L.C. T.C. Management IV, L.L.C. and Brockway Moran & Partners
Management LLP and will pay a one-time fee of $1.5 million.
The Company intends to use the proceeds from its offering to buy-out its
deferred retention bonus obligation for approximately $10.8 million and to repay
other long-term debt. These transactions will result in the write-off of debt
issuance costs and will result in losses on early retirement of debt. The amount
of such write-offs and losses will depend in part on the amount of proceeds
received from the offering.
In connection with an initial public offering of common stock, the Company
will effect a 380 for 1 stock split and a change in the authorized common stock
to 100,000,000 shares. This stock split has been retroactively reflected in the
accompanying financial statements for all periods presented.
Prior to the Company's initial public offering, the Company will adopt an
equity compensation plan (the "Plan"). The purpose of the plan is to attract,
motivate and retain officers, employees and consultants and reward such
individuals for their contribution to the Company's success. The Plan provides
for the grant of a variety of equity-based awards including, without limitation,
stock options, incentive stock options, restricted stock, stock awards and stock
appreciation rights. The Company has initially reserved 2,000,000 shares of
common stock for issuance under this Plan which may be increased by an
additional 3,600,000 shares over the ten-year life of the plan.
F-24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Power Circuits, Inc.:
We have audited the accompanying statements of income, shareholders' equity
and cash flows of Power Circuits, Inc. (a California corporation) for the period
from January 1, 1999 to July 14, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Power
Circuits, Inc. for the period from January 1, 1999 to July 14, 1999 in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
August 26, 1999
F-25
REPORT OF INDEPENDENT AUDITORS
To Power Circuits, Inc.:
We have audited the accompanying statements of income, shareholders' equity
and cash flows of Power Circuits, Inc. for the years ended December 31, 1997 and
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the results of operations and cash flows of Power
Circuits, Inc. for the years ended December 31, 1997 and 1998 in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
Newport Beach, California
January 28, 1999
F-26
POWER CIRCUITS, INC.
STATEMENTS OF INCOME
The accompanying notes are in integral part of these statements.
F-27
POWER CIRCUITS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
The accompanying notes are an integral part of these statements.
F-28
POWER CIRCUITS, INC.
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these statements.
F-29
POWER CIRCUITS, INC.
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
Power Circuits, Inc. ("the Company") was incorporated under the laws of the
State of California. The Company is a manufacturer of complex printed circuit
boards ("PCBs") used in sophisticated electronic equipment. The Company sells to
a variety of original equipment manufacturers located both within and outside of
the United States.
On July 14, 1999, the Company was acquired by an unrelated entity. These
financial statements represent the operations of the Company prior to the
completion of the transaction.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could materially differ from those estimates in the near
term.
REVENUE RECOGNITION
The Company derives its revenue primarily from the sale of PCBs using
customer supplied engineering and design plans and recognizes revenues when
products are shipped to the customer.
INVENTORIES
Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are depreciated using the straight-line method
over the estimated useful lives of the assets. The Company uses the following
estimated useful lives:
Major renewals and betterments are capitalized and depreciated over their
estimated useful lives while minor expenditures for maintenance and repairs are
charged to expense as incurred.
INCOME TAXES
The Company has elected for federal and state income tax purposes to include
its taxable income with that of its shareholders (an S Corporation election).
The provision for income taxes represents the 1.5% state franchise tax which is
based on the Company's California taxable income. The difference between the
expected income tax rate and the Company's effective tax rate is primarily
attributable to the utilization of enterprise zone and manufacturing investment
tax credits. The Company makes distributions to its shareholders for the payment
of income taxes.
The unaudited pro forma information presents the pro forma effects on
historical net income adjusted for a pro forma provision for income taxes. The
pro forma provision for income taxes has
F-30
POWER CIRCUITS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
been determined assuming the Company had been taxed as a C corporation for
federal and state income tax purposes using an effective tax rate of 37%.
CONCENTRATION OF CREDIT RISK
In the normal course of business, the Company extends credit to its
customers, which are concentrated in the computer, telecommunications, and
electronics instrumentation industries. The Company performs ongoing credit
evaluations of customers and generally does not require collateral. The Company
regularly reviews its accounts receivable and makes provisions for potential
losses.
Total sales to one customer approximated 48% and 24% of net sales in 1997
and 1998, respectively. For the period from January 1, 1999 to July 14, 1999,
this customer accounted for 9% of net sales. This customer represented
approximately 22%, 17% and 13% of trade accounts receivable at December 31, 1997
and 1998 and July 14, 1999, respectively.
3. COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
In March 1998, the Company entered into a noncancellable long-term operating
lease for an industrial facility owned by Harbor Building, LLC, an affiliated
entity which expires in 2018.
As of July 14, 1999, the future minimum lease payments under noncancellable
operating leases are as follows:
Total rent expense for the year ended December 31, 1998 and for the period
from January 1, 1999 to July 14, 1999 was approximately $224,000 and $161,000,
respectively.
LEGAL MATTERS
The Company is subject to various legal matters, which it considers normal
for its business activities. Management believes, after consultation with legal
counsel, that these matters will not have a material impact on the financial
condition, liquidity or results of operations of the Company.
ENVIRONMENTAL MATTERS
The process to manufacture circuit boards requires adherence to city,
county, state and federal environmental regulations regarding the storage, use
handling and disposal of chemicals, solid wastes and other hazardous materials
as well as air quality standards. Management believes that its facilities comply
in all material respects with environmental laws and regulations. The Company
has in the past
F-31
POWER CIRCUITS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
received certain notices of violations and has been required to engage in
certain minor corrective activities. There can be no assurance that violations
will not occur in the future.
4. EMPLOYEE BENEFIT PLAN
The Company maintains a 401(k) savings plan (the "Plan") under which all
full-time employees 18 years of age or older with at least one year or
1,000 hours of service are eligible to participate. Under the Plan, eligible
employees voluntarily contribute to the Plan up to 15% of their salary through
payroll deductions. Employer contributions may be made by the Company at its
discretion based upon matching employee contributions, within limits, and profit
sharing provided for in the Plan. Employer contributions of $29,800, $42,400 and
$20,625 were made for 1997 and 1998 and for the period from January 1, 1999 to
July 14, 1999, respectively.
5. BONUSES
In July 1999, just prior to the sale of the Company, the Company paid
one-time bonuses to its employees totaling $3,395,000.
F-32
[LOGO]
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
[ALTERNATE COVER]
SUBJECT TO COMPLETION, DATED SEPTEMBER 14, 2000.
[LOGO]
7,500,000 SHARES
COMMON STOCK
TTM Technologies, Inc. is offering 5,625,000 shares of its common stock and
the selling stockholders are selling an additional 1,875,000 shares. This is our
initial public offering and no public market currently exists for our shares. We
have applied for approval for quotation of our common stock on the Nasdaq
National Market under the symbol "TTMI." We anticipate that the initial public
offering price will be between $13.00 and $15.00 per share.
------------------------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 8.
---------------------
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TTM Technologies, Inc. and some of its existing shareholders have granted
the underwriters a 30-day option to purchase up to an additional 1,125,000
shares of common stock, of which up to 843,750 will be sold by us and up to
281,250 will be sold by the selling stockholders, to cover over-allotments.
------------------------
ROBERTSON STEPHENS INTERNATIONAL
CHASE H&Q
DONALDSON, LUFKIN & JENRETTE
FIRST UNION SECURITIES, INC.
THE DATE OF THIS PROSPECTUS IS , 2000.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts, payable by the Registrant in connection with the sale of
the securities being registered. All amounts shown are estimates, except the SEC
registration fee, the NASD filing fee and the Nasdaq National Market listing
fee.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a corporation to indemnify its directors,
officers, employees and agents against certain liabilities they may incur in
such capacities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"), provided they acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation. The Registrant's Amended and Restated Articles of Incorporation
(Exhibit 3.3 hereto) and Bylaws (Exhibit 3.4 hereto), which will be in effect
immediately upon the closing of this offering, require the registrant to
indemnify its officers and directors to the fullest extent permitted by
Washington law.
Section 23B.08.320 of the WBCA authorizes a corporation to limit or
eliminate a director's liability to the corporation or its shareholders for
monetary damages for breaches of fiduciary duties, other than for (1) acts or
omissions that involve intentional misconduct or a knowing violation of law, (2)
unlawful distributions to shareholders, or (3) transactions from which a
director derives an improper personal benefit. The Registrant's Amended and
Restated Articles of Incorporation (Exhibit 3.3 hereto), which will be in effect
immediately upon the closing of this offering, contain provisions implementing,
to the fullest extent permitted by Washington law, such limitations on a
director's liability to the registrant and its shareholders.
In addition, the Registrant intends to enter into separate indemnification
agreements, the form of which is attached as Exhibit 10.19 to this Registration
Statement and incorporated herein by reference, with its directors and certain
executive officers and key employees. The indemnification agreements provide
these executive officers, directors and key employees with indemnification
against liabilities that arise because of their status or service to the maximum
extent permitted by the WBCA. These agreements could require the Registrant, to
advance expenses to these individuals incurred as a result of any proceeding
against them as to which they could be indemnified.
The Underwriting Agreement (Exhibit 1.1 hereto) provides for indemnification
between the underwriters and the registrant from and against certain liabilities
arising in connection with the offering which is the subject of this
Registration Statement.
II-1
The Registrant also intends to obtain in conjunction with the effectiveness
of the Registration Statement a policy of directors' and officers' liability
insurance that insures the Registrant's directors and officers against the cost
of defense, settlement or payment of a judgment under certain circumstances.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
During the last three years, TTM Technologies has issued the following
securities without registration under the Securities Act of 1933, as amended
(the "Securities Act"):
1. In December 1998, Pacific Circuits, our existing stockholders and
Circuit Holdings entered into a recapitalization and stock purchase agreement.
Under the agreement, we borrowed $62.5 million and paid cash dividends totaling
$59.5 million to existing stockholders, and Circuit Holdings purchased
14,107,500 shares of our common stock at $2.63 per share from existing
stockholders.
2. In July 1999, we acquired Power Circuits and recorded the acquisition
under the purchase method of accounting. The excess purchase price over the fair
market value of the net tangible assets acquired was approximately
$90.1 million of which $72.1 million was allocated to goodwill and
$18.0 million was allocated to identifiable intangibles. We financed
$31.9 million of the purchase price through the issuance of 12,112,500 shares of
our common stock at $2.63 per share to Circuit Holdings and the remainder
through our senior credit facility and our senior subordinated credit facility.
3. In July 1999, in connection with the Power Circuits acquisition,
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW
Leverage Income Trust, L.P. and TCW Leveraged Income Trust II, L.P., and four of
our employees purchased an aggregate of 2,023,500 shares of our common stock at
$2.63 per share.
4. In July 1999, in connection with the Power Circuits acquisition, we
issued 114,000 shares of our common stock at $2.63 per share.
5. In July 1999, we issued to TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II, TCW Leverage Income Trust, L.P. and TCW
Leveraged Income Trust II, L.P. warrants to purchase 767,220 shares of our
common stock at an exercise price of $.000026 per share. None of these warrants
will remain outstanding after the completion of this offering. The warrants have
an expiration date of July 2009.
All of the foregoing sales of our common stock were made in reliance on
Section 4(2) of the Securities Act and/or Regulation D promulgated under the
Securities Act. These sales were made without general solicitation or
advertising.
The recipients of securities in each such transaction represented their
intentions to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the share certificates and warrants issued in such transactions.
All recipients had adequate access, through their relationships with us, to
information about us.
II-2
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS:
II-3
- ---------
* To be filed by amendment.
** Filed previously.
(B) FINANCIAL STATEMENT SCHEDULES.
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under "Item 14--Indemnification
of Directors and Officers" above, or otherwise, the Registrant has been
II-4
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such manner as requested by the underwriters to
permit prompt delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act, TTM Technologies has
duly caused this Registration Statement on Form S-1 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San Francisco,
State of California, on this 14th day of September, 2000.
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-1 has been signed by the following persons in the capacities
and on the dates indicated:
II-6
EXHIBIT INDEX
(A) EXHIBITS:
- ---------
* To be filed by amendment.
** Filed previously.