EX-99.2
Published on April 26, 2010
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma financial statements and explanatory notes present how
the condensed combined historical consolidated financial statements of TTM Technologies, Inc. (the
Company or TTM) and the printed circuit board business of Meadville Holdings Limited (the PCB
Business) would appear had the acquisition of the entire outstanding capital stock of all of the
indirect wholly owned subsidiaries (collectively, the PCB Subsidiaries) of Meadville Holdings
Limited (Meadville) (such acquisition being referred to as the PCB Combination) been completed
at earlier dates. The unaudited pro forma condensed combined financial statements show the impact
of the PCB Combination on the Companys respective historical financial conditions and operating
results under the purchase method of accounting with TTM treated as the acquirer of the PCB
Subsidiaries as if the PCB Combination had been completed on January 1, 2009 for the unaudited pro
forma condensed combined statement of operations for the year ended December 31, 2009, and on
December 31, 2009 for the unaudited pro forma condensed combined balance sheet as of December 31,
2009. For purposes of the unaudited pro forma condensed combined financial statements, the PCB
Business financial data has been translated into U.S. Dollars and is presented in accordance with
U.S. GAAP.
The preliminary allocation of purchase price in the PCB Combination as reflected in these
unaudited pro forma condensed combined financial statements has been based upon preliminary
estimates of the fair value of assets acquired and liabilities assumed as of the date of the PCB
Combination. This preliminary allocation of purchase price is based on available information and is
dependent upon certain estimates and assumptions, which are preliminary and have been made solely
for the purpose of developing such pro forma condensed combined financial statements.
The final determination of the fair values of the PCB Subsidiaries assets and liabilities,
and noncontrolling interests, which is currently in process, will be based on the actual net
tangible and intangible assets and noncontrolling interests of the PCB Subsidiaries that exist as
of the date of completion of the transaction. Consequently, the preliminary purchase price
allocation could change significantly from that used in the pro forma condensed combined financial
statements presented below.
The unaudited pro forma condensed combined statement of operations does not include (1) any
revenue or cost savings synergies that may be achievable subsequent to the completion of the PCB
Combination, or (2) the impact of non-recurring items directly related to the PCB Combination. The
unaudited pro forma condensed combined financial statements include related party transactions.
Certain of these related party transactions will continue after the PCB Combination.
The pro forma condensed combined financial statements are unaudited, are presented for
informational purposes only, and are not necessarily indicative of the financial condition or
operating results that would actually have occurred had the PCB Combination been completed as of
the dates or at the beginning of the periods presented. In addition, the unaudited pro forma
condensed combined financial statements do not purport to project the future consolidated financial
condition or operating results of the combined company. The unaudited pro forma condensed combined
financial statements should be read together with:
| the accompanying notes to the unaudited pro forma condensed combined financial statement pro forma adjustments; | ||
| the separate audited historical consolidated financial statements of TTM for the fiscal year ended December 31, 2009 included in the Companys Annual Report on Form 10-K that can be found at www.sec.gov; and | ||
| the separate audited historical combined financial statements of the PCB Business for the fiscal year ended December 31, 2009 in Exhibit 99.1 in this Current Report on Form 8-K/A. |
The combined statement of financial position of the PCB Business as of December 31, 2009 has
been translated using an exchange rate of HK$7.7543 to US$1.00. The combined statement of
operations of the PCB Business for the year ended December 31, 2009 has been translated using an
average exchange rate of HK$7.7516 to US$1.00.
Certain reclassifications have been made to the PCB Business historical amounts to conform to
the Companys presentation of these pro forma financial statements.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2009
As of December 31, 2009
Pro | Pro | |||||||||||||||||||
PCB | Forma | Forma | ||||||||||||||||||
TTM | Business | Adjustments | Note | Combined | ||||||||||||||||
(In millions) | ||||||||||||||||||||
Current assets: |
||||||||||||||||||||
Cash and cash equivalents |
$ | 94.3 | $ | 108.7 | $ | 120.0 | (a | ) | $ | 186.9 | ||||||||||
(114.0 | ) | (b | ) | |||||||||||||||||
434.6 | (c | ) | ||||||||||||||||||
(434.6 | ) | (d | ) | |||||||||||||||||
(22.1 | ) | (j | ) | |||||||||||||||||
Restricted cash |
120.0 | 0.9 | (120.0 | ) | (a | ) | 0.9 | |||||||||||||
Short-term investments |
1.4 | | 1.4 | |||||||||||||||||
Accounts receivable, net |
89.5 | 127.1 | 216.6 | |||||||||||||||||
Inventories |
60.2 | 58.1 | 3.5 | (e | ) | 121.8 | ||||||||||||||
Prepaid expenses and other current
assets |
2.7 | 14.5 | 17.2 | |||||||||||||||||
Income taxes receivable |
| 0.9 | 0.9 | |||||||||||||||||
Assets held for sale |
7.9 | | 7.9 | |||||||||||||||||
Deferred income taxes |
6.6 | | 6.6 | |||||||||||||||||
Total current assets |
382.6 | 310.2 | (132.6 | ) | 560.2 | |||||||||||||||
Property, plant and equipment, net |
88.6 | 631.0 | (20.1 | ) | (g | ) | 699.5 | |||||||||||||
Debt issuance costs, net |
3.6 | | 4.8 | (j | ) | 8.4 | ||||||||||||||
Deferred income taxes |
37.4 | 5.3 | 42.7 | |||||||||||||||||
Goodwill |
14.1 | | 212.1 | (h | ) | 226.2 | ||||||||||||||
Definite-lived intangibles, net |
15.1 | 5.4 | 68.6 | (i | ) | 89.1 | ||||||||||||||
Deposits and other non-current assets |
1.7 | 5.2 | 6.9 | |||||||||||||||||
Total assets |
$ | 543.1 | $ | 957.1 | $ | 132.8 | $ | 1,633.0 | ||||||||||||
Current liabilities: |
||||||||||||||||||||
Accounts payable |
$ | 37.8 | $ | 72.5 | $ | 110.3 | ||||||||||||||
Current portion of borrowings |
| 71.6 | $ | (71.6 | ) | (d | ) | 30.0 | ||||||||||||
30.0 | (c | ) | ||||||||||||||||||
Related party payables |
| 39.6 | 39.6 | |||||||||||||||||
Accrued expenses and other current
liabilities |
21.6 | 70.0 | 0.9 | (f | ) | 92.5 | ||||||||||||||
Total current liabilities |
59.4 | 253.7 | (40.7 | ) | 272.4 | |||||||||||||||
Convertible senior notes, net |
139.9 | | 139.9 | |||||||||||||||||
Other long-term borrowings |
| 363.0 | (363.0 | ) | (d | ) | 404.6 | |||||||||||||
404.6 | (c | ) | ||||||||||||||||||
Long-term financing obligation |
| | 21.0 | (k | ) | 21.0 | ||||||||||||||
Deferred tax liability |
| 8.0 | 12.6 | (f | ) | 20.6 | ||||||||||||||
Other long-term liabilities |
2.8 | 9.8 | 12.6 | |||||||||||||||||
Total long-term liabilities |
142.7 | 380.8 | 75.2 | 598.7 | ||||||||||||||||
Stockholders equity: |
||||||||||||||||||||
Common stock |
0.1 | | | (l | ) | 0.1 | ||||||||||||||
Additional paid-in-capital |
215.5 | | 293.6 | (l | ) | 509.1 | ||||||||||||||
Noncontrolling interest |
| 91.9 | 58.4 | (m | ) | 130.1 | ||||||||||||||
(20.2 | ) | (k | ) | |||||||||||||||||
Retained earnings |
122.3 | 21.6 | (21.6 | ) | (n | ) | 119.5 | |||||||||||||
(2.8 | ) | (j | ) | |||||||||||||||||
Other equity reserves |
| 50.8 | (50.8 | ) | (n | ) | | |||||||||||||
Capital reserves |
| 158.3 | (158.3 | ) | (n | ) | | |||||||||||||
Accumulated other comprehensive income |
3.1 | | 3.1 | |||||||||||||||||
Total stockholders equity |
341.0 | 322.6 | 98.3 | 761.9 | ||||||||||||||||
Total liabilities and
stockholders equity |
$ | 543.1 | $ | 957.1 | $ | 132.8 | $ | 1,633.0 | ||||||||||||
Unaudited Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2009
For the year ended December 31, 2009
Pro | Pro | |||||||||||||||||||
PCB | Forma | Forma | ||||||||||||||||||
TTM | Business | Adjustments | Note | Combined | ||||||||||||||||
(In millions, except per share amount) | ||||||||||||||||||||
Net sales |
$ | 582.5 | $ | 624.5 | $ | 1,207.0 | ||||||||||||||
Cost of goods sold |
479.3 | 503.3 | $ | (25.2 | ) | (o | ) | 957.4 | ||||||||||||
Gross profit |
103.2 | 121.2 | 25.2 | 249.6 | ||||||||||||||||
Operating expenses: |
||||||||||||||||||||
Selling and marketing |
26.5 | 19.0 | (0.2 | ) | (o | ) | 45.3 | |||||||||||||
General and administrative |
36.5 | 50.3 | (2.3 | ) | (o | ) | 76.5 | |||||||||||||
(8.0 | ) | (p | ) | |||||||||||||||||
Amortization of definite-lived
intangibles |
3.4 | 0.2 | 9.8 | (q | ) | 13.4 | ||||||||||||||
Restructuring charges |
5.5 | | 5.5 | |||||||||||||||||
Impairment of long-lived
assets |
12.8 | 2.8 | 15.6 | |||||||||||||||||
Total operating expenses |
84.7 | 72.3 | (0.7 | ) | 156.3 | |||||||||||||||
Operating income |
18.5 | 48.9 | 25.9 | 93.3 | ||||||||||||||||
Other income (expense): |
||||||||||||||||||||
Interest expense |
(11.2 | ) | (9.5 | ) | (5.1 | ) | (r | ) | (25.8 | ) | ||||||||||
Interest income |
0.5 | 0.8 | 1.3 | |||||||||||||||||
Other, net |
0.4 | 1.1 | 1.5 | |||||||||||||||||
Total other expense, net |
(10.3 | ) | (7.6 | ) | (5.1 | ) | (23.0 | ) | ||||||||||||
Income before income tax |
8.2 | 41.3 | 20.8 | 70.3 | ||||||||||||||||
Income tax provision |
(3.3 | ) | (9.0 | ) | (5.4 | ) | (s | ) | (17.7 | ) | ||||||||||
Net income |
4.9 | 32.3 | 15.4 | 52.6 | ||||||||||||||||
Net income attributable to
noncontrolling interests |
| 9.1 | 2.7 | (t | ) | 11.8 | ||||||||||||||
Net income attributable to
stockholders |
$ | 4.9 | $ | 23.2 | $ | 12.7 | $ | 40.8 | ||||||||||||
Earnings per share
attributable to stockholders: |
||||||||||||||||||||
Basic earnings per share |
$ | 0.11 | (u | ) | $ | 0.51 | ||||||||||||||
Diluted earnings per share |
$ | 0.11 | (u | ) | $ | 0.51 | ||||||||||||||
Weighted average common shares
outstanding for earnings per share: |
||||||||||||||||||||
Basic |
43.1 | 36.3 | (u | ) | 79.4 | |||||||||||||||
Diluted |
43.6 | 36.3 | (u | ) | 79.9 |
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Note 1. Basis of Presentation
On the evening of April 8, 2010 (April 9, 2010 at approximately 9:00 a.m. Hong Kong
time), the Company acquired the PCB Subsidiaries in exchange for $114.0 million in cash and
36,334,000 shares of the Companys common stock. Additionally, the Company assumed debt of the PCB
Subsidiaries of approximately $434.6 million.
As of December 31, 2009, there were approximately 1,964.0 million shares in the share
capital of Meadville outstanding. Based on these amounts and the terms outlined above, upon the
special dividend by Meadville to Meadvilles shareholders of the consideration paid by the Company
in the PCB Combination, Meadville shareholders or their transferees will receive a total of
36,334,000 shares of the Companys common stock, of which approximately 26,225,000 maintain
restrictions, and approximately $114.0 million in cash in the aggregate (other than Meadville
shareholders who elect to receive cash in lieu of such shares of the Companys common stock through
the dealing facility).
The preliminary purchase price of the PCB Combination is approximately $842.2 million,
estimated as follows (in millions):
Value of TTM shares to be issued : |
||||
TTM shares to be issued with restrictions |
$ | 202.0 | ||
TTM shares to be issued with out restrictions |
91.6 | |||
Cash consideration |
114.0 | |||
Proceeds paid from the issuance of debt |
434.6 | |||
Total |
$ | 842.2 | ||
The preliminary allocation of the purchase price as of December 31, 2009 is summarized
below (in millions):
Current assets |
$ | 299.2 | ||
Property, plant, and equipment |
610.9 | |||
Identifiable intangible assets (including customer
relationships of $61.9 million, trade name of $11.6
million, and order backlog of $0.5 million) |
74.0 | |||
Goodwill |
212.1 | |||
Other assets |
10.5 | |||
Current liabilities |
(183.0 | ) | ||
Long-term financing obligation |
(21.0 | ) | ||
Noncontrolling interest |
(130.1 | ) | ||
Other liabilities |
(30.4 | ) | ||
Total |
$ | 842.2 | ||
The value of the shares of the Companys common stock used in determining the
purchase price was $9.06 per share, the closing price of the Companys common stock on April 8,
2010.
Further, under the terms of the purchase agreement and the shareholders agreement,
approximately 26,225,000 of the Companys shares to be issued maintain certain restrictions on the
transfer of such shares distributed to the principal shareholders in the PCB Combination, including
among other restrictions, a lock-up transfer restriction during the 18-month period following the
closing of the PCB Combination and therefore, the fair value of the these shares have been
determined considering the restrictions, resulting in a discount of 15% from the closing share
price.
The determination of the final allocation of the purchase price is preliminary. The final
determination of the purchase price allocation will be based on the fair value of assets acquired,
including fair values of other identifiable intangibles and the fair value of liabilities assumed
and noncontrolling interests as of the date that the PCB Combination is consummated and is
currently in process. The excess purchase price over the fair value of assets acquired, liabilities
assumed, and noncontrolling interests is allocated to goodwill. The purchase price allocation will
remain preliminary until the Company completes a valuation of significant identifiable intangibles
acquired and determines the fair values of other assets acquired, liabilities assumed, and
noncontrolling interests.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)
The final determination of the purchase price allocation is expected to be completed as soon
as practicable. The final amounts allocated to assets acquired, liabilities assumed, and
noncontrolling interests could cause material differences in the information presented in the
unaudited pro forma condensed combined financial statements.
Note 2. Pro Forma Adjustments
Pro Forma Condensed Combined Balance Sheet Adjustments
(a) Reflects the transfer of restricted cash to cash and cash equivalents to finance the
cash portion of the purchase consideration.
(b) Reflects the use of the Companys cash and cash equivalents to finance the cash
portion of the purchase consideration.
(c) Reflects the receipt of borrowings in the amount of $434.6 million consisting of a $350.0
million term loan, a $54.6 million revolving loan and $30.0 million in line of credit arrangements.
(d) Reflects the use of the borrowing proceeds of $434.6 million to pay in full the historical
outstanding borrowings of the PCB Business.
(e) Reflects adjustment of the historical PCB Business inventories to estimated fair
value. Because this adjustment is directly attributed to the transaction and will not have an
ongoing impact in excess of one year, it is not reflected in the unaudited pro forma condensed
combined statement of operations. However, this inventory adjustment will impact cost of goods sold
in the year subsequent to the consummation of the PCB Combination.
(f) Reflects an increase in deferred income tax liability of $13.5 million related to
purchase price basis adjustments at an estimated statutory tax rate for the PCB Business of 26.0%,
consisting of $0.9 million in current deferred tax liability and $12.6 million in long-term
deferred tax liabilities.
(g) Reflects the portion of the purchase price allocation to property, plant and
equipment, including leasehold land and land use rights of $31.0 million; buildings of $170.4
million; plant, machinery, and equipment of $267.1 million; construction in progress of $126.4
million; and $16.0 million of other.
(h) Reflects the addition of goodwill from the preliminary purchase price allocation of
$212.1 million.
(i) Reflects the portion of the purchase price allocation to acquired intangible assets,
including customer relationships of $63.2 million, trade name of $10.3 million, and other
intangibles of $0.5 million, less the PCB Business historical net intangible assets of $5.4
million.
(j) Reflects the use of cash and cash equivalents to pay the remaining estimated transaction costs.
Estimated transaction costs consist primarily of investment banker fees, legal and professional
fees, and debt issuance costs. Estimated debt issuance costs of $4.8 million are capitalized and
reflected as a component of non-current assets in the unaudited pro forma condensed combined
balance sheet. The other $17.3 million of transaction costs will be expensed as incurred.
(k) Reflects the reclassification from noncontrolling interests and the estimated fair value
of the remaining 20% interest of a majority-owned subsidiary with a put/call option that has
similar terms that, for accounting purposes under U.S. GAAP, is recorded as a long-term financing
obligation.
(l) Reflects the estimated fair value of the Companys common stock issued to finance a
portion of the PCB Combination.
(m) Reflects adjustment of the historical noncontrolling interests to estimated fair
value.
(n) Reflects the elimination of historical PCB Business retained earnings and other
equity reserves.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)
Pro Forma Condensed Combined Statement of Operations Adjustments
(o) Reflects a decrease in depreciation of $27.7 million for the year ended December 31, 2009,
for the reduction in the carrying value of leasehold land and land rights and property, and plant
and equipment to its fair value based on straight-line depreciation over 5 to 35 years of useful
life. Assuming an aggregate weighted average useful life of 17 years and straight-line
depreciation, for every additional $10.0 million allocated to leasehold land and land rights and
property, plant and equipment, pre-tax earnings will decrease by $0.6 million for the year ended
December 31, 2009. The decreased depreciation is allocated between cost of good sold, selling and
marketing, and general and administrative expenses.
(p) To adjust for non-recurring acquisition transaction costs incurred and expensed during the
year ended December 31, 2009. Additional transaction costs of
$17.3 million will be incurred and
expensed subsequent to January 1, 2010.
(q) Reflects total amortization of $9.8 million for year ended December 31, 2009, for
identified intangible assets based on the estimated fair values assigned to these assets at the
date of the PCB Combination. A substantial portion of the intangible assets relate to customer
relationships and as a result amortization expense is recognized over a weighted average useful
life of 8 years. Other intangibles consisting of trade name and order backlog are amortized on a
straight-line basis over the aggregate useful lives of 7.0 years. Amortization expense for the
customer relationships is $8.0 million in year 1; $9.1 million in year 2; $8.8 million in year 3;
$8.2 million in year 4; and $7.6 million in year 5.
Assuming an aggregate weighted average useful life of 8 years, and the amortization
methods discussed above, for every additional $1.0 million allocated to identified intangible
assets, pre-tax earnings will decrease by $0.1 million for the year ended December 31, 2009.
(r) Reflects total higher incremental interest expense of $5.1 million for the year ended
December 31, 2009, which includes the amortization of debt issuance costs of $1.4 million, due to
new borrowings of $434.6 million, at varying interest rates obtained to finance the pay-off of the
historical outstanding PCB Business borrowings and maintain operating lines of credit in China and
interest accretion expense of $1.3 million related to the long-term financing obligation for the
remaining 20% interest of a majority-owned subsidiary.
The Company obtained $350.0 million in the form of a term loan, $54.6 million in a revolver
arrangement, as well as $30.0 million in the form of line of credit facilities. Historical PCB
Business borrowings consist of short and long-term bank loans approximating $434.6 million at
varying interest rates. For purposes of these pro forma financial statements, estimated maturities
of total pro forma combined long-term debt are as follows: $30.0 million in year 1, $52.5 million
in year 2, $105.0 million in year 3, and $247.1 million in year 4. The effect of a 1/8th percentage
point variance in the interest rate on pre-tax earnings is $0.5 million for the year ended December
31, 2009. Additionally, the Company has and expects to continue to have available an $80.0 million
letter of credit and a $65.0 million factoring facility. The Company expects to utilize
approximately $25.0 million of the letter of credit facility to replace the PCB Business existing
letter of credit facilities.
Interest accretion expense associated with the long-term financing obligation for the
majority-owned subsidiary is based on an effective interest rate of 6.0%. At the earliest date the
put/call option can be exercised in 2013, the long-term financing obligation would be approximately
EUR 17.4 million.
(s) Represents the income tax effect of unaudited pro forma condensed combined statement
of operations adjustments using an estimated statutory tax rate of 26% for the year ended December
31, 2009 for adjustments to the PCB Business depreciation, amortization, and the interest expense.
(t) Reflects an adjustment to remove the $2.7 million loss incurred in 2009 of the
historical 20% majority-owned subsidiary that upon the acquisition, for accounting
purposes, is 100% consolidated and a long-term financing obligation has been recorded for
the purchase of the 20% minority interest as discussed in note (k) above.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)
(u) Pro forma basic earnings per share is calculated by dividing the pro forma combined net
income by the pro forma weighted average shares outstanding. Pro forma diluted earnings per share
is calculated by dividing the pro forma combined net income by the pro forma weighted shares
outstanding and potential dilutive weighted shares outstanding. A reconciliation of the shares used
to calculate the Companys historical basic and diluted earnings per share to shares used to
calculate the pro forma basic and diluted earnings per share follows (in millions):
Year Ended | |||
December 31, | |||
Basic | 2009 | ||
Shares used to calculate TTMs historical basic earnings per share |
43.1 | ||
Shares issued in connection with the acquisition of the PCB Subsidiaries |
36.3 | ||
Shares used to calculate pro forma basic earnings per share |
79.4 | ||
Year Ended | |||
December 31, | |||
Diluted | 2009 | ||
Shares used to calculate TTMs historical diluted earnings per share |
43.6 | ||
Shares issued in connection with the acquisition of the PCB Subsidiaries |
36.3 | ||
Shares used to calculate pro forma diluted earnings per share |
79.9 | ||