10-K: Annual report pursuant to Section 13 and 15(d)
Published on March 14, 2006
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
Commission file number 0-31285
TTM TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
91-1033443 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
2630 South Harbor Boulevard, Santa Ana, California 92704
(Address of Principal Executive Offices) (Zip Code)
(714) 327-3000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(g) of the
Exchange Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $0.001 par value
|
Nasdaq National Market |
Indicate by check mark whether the registrant is a well-known
seasoned issue, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of
the Act. Yes o No þ
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any
amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
o Accelerated
filer
þ Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2 of
the Act). Yes o No þ
The aggregate market value of Common Stock held by nonaffiliates
of the registrant (41,162,987) based on the closing price of the
registrants Common Stock as reported on the Nasdaq
National Market on June 30, 2005, was $313,250,331. For
purposes of this computation, all officers, directors, and 10%
beneficial owners of the registrant are deemed to be affiliates.
Such determination should not be deemed to be an admission that
such officers, directors, or 10% beneficial owners are, in fact,
affiliates of the registrant.
As of March 12, 2006, there were outstanding
41,517,971 shares of the registrants Common Stock,
$0.001 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for
the 2006 Annual Meeting of Stockholders are incorporated by
reference into Part III of this
Form 10-K.
TTM TECHNOLOGIES, INC.
ANNUAL REPORT ON
FORM 10-K
TABLE OF CONTENTS
PART I | ||||||||
ITEM 1. | BUSINESS | 1 | ||||||
ITEM 1A. | RISK FACTORS | 9 | ||||||
ITEM 1B. | UNRESOLVED STAFF COMMENTS | 17 | ||||||
ITEM 2. | PROPERTIES | 17 | ||||||
ITEM 3. | LEGAL PROCEEDINGS | 17 | ||||||
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 18 | ||||||
PART II | ||||||||
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 18 | ||||||
ITEM 6. | SELECTED FINANCIAL DATA | 19 | ||||||
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 21 | ||||||
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 30 | ||||||
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 30 | ||||||
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 31 | ||||||
ITEM 9A. | CONTROLS AND PROCEDURES | 31 | ||||||
ITEM 9B. | OTHER INFORMATION | 31 | ||||||
PART III | ||||||||
ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT | 32 | ||||||
ITEM 11. | EXECUTIVE COMPENSATION | 32 | ||||||
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 32 | ||||||
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 32 | ||||||
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 32 | ||||||
PART IV | ||||||||
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 32 | ||||||
SIGNATURES | 34 | |||||||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | F-1 | |||||||
Exhibit 10.2 | ||||||||
Exhibit 10.3 | ||||||||
Exhibit 21.1 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
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Statement Regarding Forward-Looking Statements
This report on
Form 10-K contains
forward-looking statements regarding future events or our future
financial and operational performance. Forward-looking
statements include statements regarding markets for our
products; trends in net sales, gross profits and estimated
expense levels; liquidity and anticipated cash needs and
availability; and any statement that contains the words
anticipate, believe, plan,
forecast, foresee, estimate,
project, expect, seek,
target, intend, goal and
other similar expressions. The forward-looking statements
included in this report reflect our current expectations and
beliefs, and we do not undertake publicly to update or revise
these statements, even if experience or future changes make it
clear that any projected results expressed in this report,
annual or quarterly reports to stockholders, press releases or
company statements will not be realized. In addition, the
inclusion of any statement in this report does not constitute an
admission by us that the events or circumstances described in
such statement are material. Furthermore, we wish to caution and
advise readers that these statements are based on assumptions
that may not materialize and may involve risks and
uncertainties, many of which are beyond our control, that could
cause actual events or performance to differ materially from
those contained or implied in these forward-looking statements.
These risks and uncertainties include the business and economic
risks described in Item 1A, Risk Factors.
ITEM 1. | BUSINESS |
Overview
We are a one-stop provider of time-critical and technologically
complex printed circuit boards, which serve as the foundation of
sophisticated electronic products. We serve high-end commercial
markets including the networking/communications
infrastructure, high-end computing, and industrial/medical
markets which are characterized by high levels of
complexity, short product life cycles and moderate production
volumes. Our customers include original equipment manufacturers,
or OEMs, and electronic manufacturing services, or EMS,
companies.
Industry Background
Printed circuit boards are manufactured from sheets of laminated
material, or panels. Each panel is typically 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.
Printed circuit boards serve as the foundation for virtually all
electronic products, ranging from consumer products (such as
cellular telephones and personal computers) to high-end
commercial electronic equipment (such as medical equipment, data
communications routers and switches, and servers). Generally,
consumer electronics products utilize commodity-type printed
circuit boards with lower layer counts, less complexity and
larger production runs. High-end commercial equipment products
require more customized, multilayer printed circuit boards using
advanced technologies. In addition, most commercial end-markets
have low volume requirements that demand a highly flexible
manufacturing environment. As production of sophisticated
circuit boards becomes more complex, high-end manufacturers must
continually invest in advanced production equipment, engineering
and process technology, and a skilled workforce.
According to Prismark Partners LLC, the worldwide market for
printed circuit boards was approximately $39.3 billion in
2005 with North America producing 12.7%, or $5.0 billion.
As a result of consolidation and the slowdown in the electronics
industry in 2001 and 2002, many manufacturing facilities were
closed, reducing North American printed circuit board
manufacturing capacity by as much as 40%. This capacity
reduction combined with improved market demand led to higher
capacity utilization across the industry in 2003 and continuing
through 2005. Management believes this situation provides
significant opportunities for well-capitalized manufacturers
that have advanced technological capabilities.
Several trends are impacting the printed circuit board
manufacturing industry. These trends include:
Short electronic product life cycles. Continual advances
in technology have shortened the life cycles of complex
electronic products, placing greater pressure on OEMs to quickly
bring new products to market. The
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accelerated
time-to-market and
ramp-to-volume needs of
OEMs of high-end commercial equipment create opportunities for
printed circuit board manufacturers that can offer engineering
support in the prototype stage and manufacturing scalability
throughout the production life cycle.
Increasing complexity of electronic products. OEMs are
continually designing higher performance electronic products,
which require technologically complex printed circuit boards
that can accommodate higher speeds and component densities.
These complex printed circuit boards often require very high
layer counts, advanced manufacturing processes, and high-mix
production capabilities, which involve processing small lots,
generally up to several hundred printed circuit boards, in a
flexible manufacturing environment. OEMs increasingly rely upon
larger printed circuit board manufacturers, which possess the
financial resources necessary to invest in advanced
manufacturing process technologies and sophisticated engineering
staff, often to the exclusion of smaller printed circuit board
manufacturers that do not possess such technologies or resources.
Increasing competition from Asian manufacturers. In
recent years, many electronics manufacturers have moved their
production to Asia to take advantage of its exceptionally large,
low-cost labor pool. This is particularly true for consumer
electronics producers that utilize commodity-type printed
circuit boards with low layer counts and complexity. These less
sophisticated printed circuit boards are generally mass produced
and have experienced significant pricing pressures from Asian
manufacturers. Printed circuit boards requiring complex
technologies, advanced manufacturing processes, quick turnaround
times or high-mix production are subject to less foreign
competition. In addition, many of the unique challenges involved
in successfully designing and manufacturing highly complex
printed circuit boards and the ongoing capital
investment required to maintain
state-of-the-art
capabilities have effectively served as barriers to
entry in these high-mix and high-complexity segments of the
domestic printed circuit board industry.
Decreased reliance on multiple printed circuit board
manufacturers by OEMs. OEMs have traditionally relied on
multiple printed circuit board manufacturers to provide
different services as an electronic product moves through its
life cycle. The transfer of a product among different printed
circuit board manufacturers often results in increased costs and
inefficiencies due to incompatible technologies and
manufacturing processes and production delays. In addition, OEMs
find it easier to manage fewer printed circuit board
manufacturers. As a result, OEMs are reducing the number of
printed circuit board manufacturers on which they rely,
presenting an opportunity for those that can offer one-stop
manufacturing capabilities from prototype to volume
production.
The TTM Solution
We manufacture printed circuit boards that satisfy all stages of
an electronic products life cycle from
prototype to volume production. Key aspects of our solution
include:
| One-stop manufacturing solution. We offer a one-stop manufacturing solution to our customers through our specialized and integrated facilities, each of which generally focuses on a different stage of an electronic products life cycle. This one-stop solution allows us to provide a broad array of services and technologies to meet the rapidly evolving needs of our customer base. | |
| Quick-turn services. We deliver highly complex printed circuit boards to customers in significantly compressed lead times. This rapid delivery service enables OEMs to develop sophisticated electronic products quickly and reduce their time-to-market. In addition, our quick-turn services provide us with an opportunity to cross-sell our other services, including high-mix and volume production in our targeted end markets. | |
| Strong process and technology expertise. We deliver time-critical and highly complex manufacturing services through our advanced manufacturing processes and technology expertise. We regularly manufacture printed circuit boards with up to 30 layers. For 2005, approximately 68% of our gross sales involved the manufacture of printed circuit boards with at least 12 layers and 38% involved printed circuit boards with at least 20 layers. |
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Our Manufacturing Services
Quick-turn |
We refer to our rapid turnaround services as
quick-turn because we provide custom-designed
printed circuit boards to our customers within as little as
24 hours to 10 days. As a result of our ability to
rapidly and reliably respond to the critical time requirements
of our customers, we generally receive a premium for our
quick-turn services as compared to standard lead time prices.
| Prototype production. In the design, testing, and launch phase of a new electronic products 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 small 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 a few hundred printed circuit boards per order with delivery times ranging from five to 15 days. |
For the years ended December 31, 2004 and 2005, orders with
delivery requirements of 10 days or less represented 20%
and 22% of our gross sales, respectively. Quick-turn orders
increased as a percentage of our gross sales in 2005 due to
higher demand for our
ramp-to-volume
production services.
Standard delivery |
Our standard delivery time services focus on the high-mix and
complex technology requirements of our customers, with delivery
times typically ranging from four to six weeks. Our high
technology expertise is evidenced by our ability to regularly
produce complex printed circuit boards with up to 30 layers in
commercial volumes. In 2005, our average layer count increased
to 15.8, from 15.6 in 2004, due to the higher technology mix of
our customers orders. In addition, many of our lower
layer-count circuit boards are complex as a result of the
incorporation of other technologically advanced features,
including high performance materials, blind and buried vias,
sequential lamination and extremely fine geometries and
tolerances. Although we provide standard delivery time services
to all customers, including large OEMs, for high-end commercial
applications, we do not target our standard delivery time
services to high-volume, consumer electronics applications such
as cellular telephones, personal computers, hand-held devices,
and automotive products.
Facility Expansion
In response to increased customer demand and higher capacity
utilization rates, in February 2004, our board of directors
approved a plan to significantly expand production capacity at
our Chippewa Falls, Wisconsin facility. Chippewa Falls is our
largest facility and serves the high-end, complex technology
needs of some of our largest and most sophisticated commercial
customers. The plan included a two-phase expansion, enabling us
to incrementally match our capital expenditures with demand and
market conditions. We believe that our ability to expand at our
existing facilities allows us to efficiently grow without having
to qualify customers for, and develop management infrastructure
at, a new facility.
Phase one of the expansion plan, which featured the construction
of a 44,000 square foot addition and the purchase of
capital equipment, increased capacity by approximately 55% from
capacity levels as of the first quarter of 2004, and was
completed in March 2005 at a capital cost of approximately
$10.5 million.
Should we choose to pursue it, the second phase of the Chippewa
Falls expansion plan would allow us to expand production
capacity an additional 30% from the maximum levels provided by
phase one.
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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:
Leveraging our one-stop manufacturing solution. Our
quick-turn capabilities allow us to establish relationships with
customers early in a products life cycle, giving us an
advantage in securing preferred vendor status for subsequent
ramp-to-volume and
volume production opportunities. We also seek to gain quick-turn
business from our existing
ramp-to-volume and
volume customers.
Using our quick-turn capabilities to attract new customers
with high-growth potential. Our
time-to-market strategy
focuses on the rapid introduction and short product life cycle
of advanced electronic products. We continue to attract emerging
companies to our Santa Ana facility and believe that our ability
to rapidly and reliably respond to the critical time
requirements of our customers provides us with a significant
competitive advantage.
Continuing to improve our technological capabilities and
manufacturing processes. We are consistently among the first
to adopt new developments in printed circuit board manufacturing
processes and technology. We continuously evaluate new
manufacturing processes and technology to further reduce our
delivery times, improve quality, increase yields and decrease
costs. As a result of our strong balance sheet, we believe that
we are well-positioned to invest in technologies that are
required by the leading OEMs in the electronics industry.
Capitalizing on facility specialization to enhance operating
efficiency. We utilize a facility specialization strategy in
which each order is directed to the facility best suited to the
customers particular delivery time, product complexity and
volume needs. Our three plants use compatible technologies and
manufacturing processes, allowing us to move orders easily
between plants to optimize operating efficiency. This strategy
provides customers with faster delivery times and enhanced
product quality and consistency.
Expanding our presence in targeted markets through internal
initiatives and selective acquisitions. We actively target
technologies and business opportunities that enhance our
competitive position in selected markets. Our 2002 acquisition
of Advanced Circuits exemplifies our ability to successfully
expand our complex technology and advanced materials expertise.
We intend to pursue high-end commercial customers that demand
flexible and advanced manufacturing processes, expertise with
high-performance specialty materials, and other high-mix and
complex technologies. In addition, we regularly evaluate and
pursue internal initiatives aimed at adding new customers and
better serving existing customers within our markets. As an
example, in response to anticipated higher levels of defense
spending in the coming years, we successfully qualified two of
our plants to military procurement standards to expand our
customer base in defense-related industries.
Manufacturing 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. We believe
our technological capabilities allow us to address the needs of
manufacturers who must bring complicated electronic products to
market faster.
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 manufacturing (CAM) 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-count printed circuit
boards with extremely fine geometries and tolerances. Because of
the tolerances involved, we employ clean rooms in certain
manufacturing processes where tiny particles might
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otherwise create defects on the circuit patterns. We also use
automated optical inspection systems to ensure consistent
quality.
We believe that our highly specialized equipment and advanced
manufacturing processes enable us to reliably produce printed
circuit boards with the following characteristics:
| High layer count. Manufacturing printed circuit boards with a large number of layers is difficult to accomplish due to the greater number of processes and registration systems required. We regularly manufacture printed circuit boards with up to 30 layers on a quick-turn and volume basis. For 2005, approximately 68% of our gross sales involved the manufacture of printed circuit boards with at least 12 layers, compared with 69% in 2004. Printed circuit boards with at least 20 layers represented 38% of gross sales in 2005, down slightly from 39% in 2004. | |
| Blind and buried vias. Vias are drilled holes that provide electrical connectivity between layers of circuitry in a printed circuit board. Blind vias connect the surface layer of the printed circuit board to an inner layer. Buried vias are holes that do not reach either surface of the printed circuit board but allow inner layers to be interconnected. Products with blind and buried vias can be made thinner, smaller, lighter and with higher component density and more functionality than products with traditional vias. | |
| Embedded passives. Embedded passive technology involves embedding either the capacitive or resistive elements inside the printed circuit board, which allows for removal of passive components from the surface of the printed circuit board and thereby leaves more surface area for active components. Use of this technology results in greater design flexibility and products with higher component density and increased functionality. | |
| Fine line 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. We are able to provide 0.003 inch traces and spaces. | |
| High aspect ratios. The aspect ratio is the ratio between the thickness of the printed circuit board and 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. We are able to provide aspect ratios of up to 15:1. | |
| 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 ranges from as little as 0.002 inches up to 0.062 inches. | |
| 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. | |
| Advanced hole fill process. Our advanced hole fill processes provide designers the opportunity to increase the density of component placements by reducing the surface area required to place many types of components. In traditional design, components are routed from their surface interfaces through via connections in order to access power and ground connections and the internal circuitry used to connect to other discrete components. Our advanced hole fill processes provide a method to allow for |
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vias to be placed inside their respective surface mount pads by filling the vias with a thermoset epoxy and plating flat copper surface mount pads directly over the filled hole. | ||
| Advanced materials. We manufacture circuit boards using a wide variety of advanced insulating materials. These high-performance materials offer electrical, thermal, and long-term reliability advantages over conventional materials but are more difficult to manufacture. We are certified by Underwriters Laboratories to manufacture printed circuit boards using many types and combinations of these specialty materials. This wide offering allows us to manufacture complex boards for niche and high-end commercial markets. |
Customers and Markets
Our customers include both OEMs and EMS companies that primarily
serve the networking/communications, industrial/medical, and
high-end computing segments of the electronics industry. We
measure customers as those companies that have placed at least
two orders in the preceding
12-month period. As of
December 31, 2004, we had approximately 560 customers and
approximately 580 customers as of December 31, 2005.
The following table shows the percentage of our net sales in
each of the principal end markets we served for the periods
indicated:
End Markets(1) | 2003 | 2004 | 2005 | ||||||||||
Networking/Communications
|
39.2 | % | 42.8 | % | 45.0 | % | |||||||
High-end Computing
|
34.8 | 30.7 | 26.6 | ||||||||||
Industrial/ Medical
|
11.9 | 14.5 | 16.2 | ||||||||||
Computer Peripherals
|
8.9 | 5.5 | 5.2 | ||||||||||
Handheld/ Cellular
|
2.1 | 2.6 | 3.3 | ||||||||||
Other
|
3.1 | 3.9 | 3.7 | ||||||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % | |||||||
(1) | Sales to EMS companies are classified by the end markets of their OEM customers. |
Sales attributable to our five largest OEM customers, which can
vary from year to year, accounted for 54% of our net sales in
2004 and 54% of our net sales in 2005. Our five largest OEM
customers in 2005 were, in alphabetical order, Cisco Systems,
Hewlett-Packard, IBM, ITT Industries, and Juniper Networks.
Sales attributed to OEMs include sales made through EMS
providers. Sales to EMS providers comprised approximately 72%
and 69% of our sales in 2004 and 2005, respectively. Although
our contractual relationship is with the EMS company, we
typically negotiate price and volume requirements directly with
the OEMs. In addition, we are on the approved vendor lists of
several of our EMS providers, which allow us to be awarded
additional discretionary orders. Our five largest EMS customers
in 2005 were, in alphabetical order, Celestica, Flextronics,
Jabil Circuit, Plexus and Solectron. Sales to our two largest
EMS customers, Solectron and Celestica, accounted for 29% and
17%, respectively, of our net sales in 2005.
During 2005, approximately 62% of our net sales were to
customers in the United States, 17% in Malaysia, 6% in Italy, 5%
in Canada, and the remainder primarily was to other European and
Asian countries. In 2004, approximately 69% of our net sales
were to customers in the United States, 10% in Malaysia, 8% in
Italy, 5% in Canada, and the remainder primarily were in other
European and Asian countries.
Our marketing strategy focuses on building long-term
relationships with our customers engineering 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 customers
procurement departments in order to capture sales at each point
in the products life cycle.
Our staff of engineers, sales support personnel, and managers
assist our sales representatives in advising customers with
respect to manufacturing feasibility, design review, and
technology limits through direct
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communication and visits. We combine our sales efforts with
customer service at each facility to better serve our customers.
Each customer is typically assigned one salesperson for all
services across all facilities, in order to establish individual
accountability for each client. Our sales force is comprised of
a core group of direct salespeople, who generate the majority of
our sales. This group is complemented by a large-force of
commission-based, independent representatives who produce the
majority of our new business activity.
Our international footprint includes inventory hubs in Italy,
Czech Republic, Canada, and Malaysia, and sales presence in
Scotland, England, and Singapore. We believe our international
reach enables us to access new customers and allows us to better
serve existing customers.
Suppliers
The primary raw materials that we use include copper-clad layers
of fiberglass of varying thicknesses, 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, most of our raw
materials are generally readily available in the open market
from numerous other potential suppliers. In addition, we
periodically seek alternative supply sources to ensure that we
are receiving competitive pricing and service. In 2005, in
response to laminate price increases, we reallocated orders
among our suppliers in order to secure the best available
pricing. Adequate amounts of all raw materials have been
available in the past, and we believe this availability will
continue into the foreseeable future.
Competition
Despite industry consolidation, the printed circuit board
industry is fragmented and characterized by intense competition.
Our principal competitors include DDi, Endicott Interconnect
Technologies, Merix, Sanmina-SCI and Tyco.
We believe we compete favorably based on the following
competitive factors:
| ability to offer one-stop manufacturing capabilities; | |
| three specialized and integrated manufacturing facilities; | |
| ability to offer time-to-market capabilities; | |
| capability and flexibility to produce technologically complex products; | |
| flexibility to manufacture high-mix products; | |
| consistent high-quality product; and | |
| outstanding customer service. |
In addition, we believe our continuous evaluation and early
adoption of new manufacturing and production technologies give
us a competitive advantage. We believe that our 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 provides us with a
competitive advantage over manufacturers that do not possess
these technological capabilities. We believe these advanced
manufacturing and production technologies are increasingly
replacing and making obsolete the older technologies. Our future
success will depend in large part on our ability to maintain and
enhance our manufacturing capabilities and production
technologies.
Backlog
Although we obtain firm purchase orders from our customers, they
typically do not make firm orders for delivery of products more
than 30 to 60 days in advance. In addition, orders may be
rescheduled or canceled,
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and the products in the markets which we serve are characterized
by increasingly short product life cycles. Therefore, we believe
that backlog information is not material to an understanding of
our business.
Intellectual Property
We have limited patent or trade secret protection for our
manufacturing processes. We believe our business depends on the
effectiveness of our fabrication techniques and our ability to
continue to improve our manufacturing processes. We rely on the
collective experience of our employees in the manufacturing
process to ensure we continuously evaluate and adopt new
technologies in our industry. In addition, we depend on
training, recruiting, and retaining our employees, who are
required to have sufficient know-how to operate advanced
equipment and to conduct complicated manufacturing processes.
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 | |
| corresponding state, county, and city 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 are found to exist, we may be
required to incur substantial additional expenditures.
Employees
As of December 31, 2005, we had 1,705 employees, none of
whom were represented by unions. Of these employees, 1,597 were
involved in manufacturing and engineering, 51 worked in sales
and marketing, and 57 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.
Management
The following table, together with the accompanying text,
presents certain information as of February 28, 2006, with
respect to each of our executive officers.
Name | Age | Position(s) Held With the Company | ||||
Kenton K. Alder
|
56 | Chief Executive Officer, President and Director | ||||
Daniel L. Felsenthal
|
49 | Vice President and Controller | ||||
Steven W. Richards
|
41 | Vice President, Chief Financial Officer, Treasurer and Secretary | ||||
O. Clay Swain
|
42 | Sr. Vice President Marketing | ||||
Shane S. Whiteside
|
40 | Sr. Vice President and Chief Operating Officer |
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 of
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., a predecessor company to ElectroStar.
Mr. Alder holds a Bachelor of Science degree in Finance and
a Bachelor of Science degree in Accounting from Utah State
University.
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Daniel L. Felsenthal has served as our Vice President and
Controller since February 2003. From May 2002 through November
2002, Mr. Felsenthal was a financial consultant. From
November 2001 through May 2002, Mr. Felsenthal served as
the Chief Financial Officer for Castro Krauses
Industries, Inc. From February 1999 through October 2001,
Mr. Felsenthal served as the Vice President, Corporate
Controller for Krauses Furniture, Inc. Mr. Felsenthal
holds a Bachelor of Arts degree in Economics from the University
of California at Los Angeles and a Master of Business
Administration degree from the University of Pennsylvania, the
Wharton School.
Steven W. Richards has served as our Chief Financial
Officer since December 2005. Mr. Richards has served as our
Secretary since September 2005, a Vice President since October
2003 and our Treasurer since May 2000. From June 1996 to April
2000, Mr. Richards worked in a variety of financial
planning and analysis roles at Atlantic Richfield Corporation, a
multinational oil and gas company. Mr. Richards holds a
Bachelor of Journalism degree from the University of Missouri,
Columbia and a Master of Business Administration degree from the
University of Southern California. Mr. Richards is a
Chartered Financial Analyst charterholder.
O. Clay Swain has served as our Senior Vice
President Marketing since November 2005, Senior Vice
President Sales and Marketing from October 2003 to
November 2005, our Vice President, Sales and Marketing from
September 2001 to October 2003, our Vice President, Sales since
June 2000 to September 2001, and as our National Sales Manager
from March 2000 to June 2000. From July 1999 to February 2000,
Mr. Swain served as General Manager of Tyco Printed Circuit
Group, Logan Division, a printed circuit board manufacturer.
Mr. Swain holds a Bachelor of Science degree and a Master
in Business Administration degree from Utah State University.
Shane S. Whiteside has served as a Senior Vice President
since October 2003 and our Vice President and Chief Operating
Officer since December 2002. From January 2001 to November 2002,
Mr. Whiteside was the Vice President of
Operations Santa Ana Division and our Director of
Operations Santa Ana Division from July 1999 to
December 2000. From March 1998 to June 1999, Mr. Whiteside
was the Director of Operations of Power Circuits.
Mr. Whiteside holds a Bachelor of Arts degree in Economics
from the University of California at Irvine.
Availability of Reports Filed with the Securities and
Exchange Commission
Our Annual Reports on
Form 10-K,
quarterly reports on
Form 10-Q, current
reports on
Form 8-K,
registration statements, and amendments to those reports are
available without charge on our website,
http://www.ttmtech.com/ir/sec filings, as soon as reasonably
practicable after they are filed electronically with the SEC.
Copies are also available without charge by (i) telephonic
request by calling our Investor Relations Department at
(714) 241-0303,
(ii) e-mail
request to investor@ttmtech.com, or (iii) a written request
to TTM Technologies, Inc., Attention: Investor Relations,
2630 South Harbor Blvd., Santa Ana, CA 92704.
ITEM 1A. | RISK FACTORS |
An investment in our common stock involves a high degree of
risk. You should carefully consider the factors described below,
in addition to those discussed elsewhere in this report, 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.
In addition, the following risk factors and uncertainties
could cause our actual results to differ materially from those
projected in our forward-looking statements, whether made in
this Form 10-K or
the other documents we file with the SEC, or our annual or
quarterly reports to stockholders, future press releases, or
orally, whether in presentations, responses to questions or
otherwise.
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Risks Related to Our Company
We are heavily dependent upon the worldwide electronics industry, which is characterized by significant economic cycles and fluctuations in product demand. A significant downturn in the electronics industry could result in decreased demand for our manufacturing services and lowered our sales and gross margins. |
A majority of our revenues are generated from the electronics
industry, which is characterized by intense competition,
relatively short product life cycles, and significant
fluctuations in product demand. Furthermore, the industry is
subject to economic cycles and recessionary periods and would be
negatively affected by a contraction in the U.S. economy
and worldwide electronics market. Moreover, due to the
uncertainty in the end markets served by most of our customers,
we have a low level of visibility with respect to future
financial results. A lasting economic recession, excess
manufacturing capacity, or a decline in the electronics industry
could negatively affect our business, results of operations, and
financial condition. For example, our net sales declined from
$129.0 million in 2001 to $89.0 million in 2002, due
to a significant downturn in demand in the electronics industry
during 2001 and 2002. A decline in our net sales could harm our
profitability and results of operations and could require us to
record an additional valuation allowance against our deferred
tax assets or recognize an impairment of our long-lived assets,
including goodwill and other intangible assets.
During periods of excess global printed circuit board manufacturing capacity, our gross margins may fall and/or we may have to incur restructuring charges if we choose to reduce the capacity of or close any of our facilities. |
When we experience excess capacity, our sales revenues may not
fully cover our fixed overhead expenses, and our gross margins
will fall. In addition, 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 received, we may forego some
production and could experience continued excess capacity.
If we conclude we have significant, long-term excess capacity,
we may decide to permanently close one or more of our
facilities, and lay off some of our employees. Closures or
lay-offs could result in our recording restructuring charges
such as severance, other exit costs, and asset impairments, as
we did due to the closure of our Burlington, Washington,
facility in 2002 and the subsequent sale of the facility in 2004
and the lay off of employees at our Redmond, Washington,
facility in 2003.
We are dependent upon a small number of OEM 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 are responsible for a significant
portion of our net sales. Our five largest OEM customers
accounted for approximately 54% of our net sales in 2004, and
approximately 54% of our net sales in 2005. Sales attributed to
OEMs include both direct sales as well as sales that the OEMs
place through EMS providers. If our customers fail to place
orders with us at past levels, it would harm our business,
results of operations, and financial condition. We expect a
significant portion of our net sales will continue to be
generated by a small number of customers.
Our customer concentration could fluctuate, 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, results of operations, and financial
condition and lead to declines in the trading price of our
common stock. In addition, we generate significant accounts
receivable in connection with providing manufacturing services
to our customers. If one or more of our significant customers
were to become insolvent or were otherwise unable to pay for the
manufacturing services provided by us, our results of operations
would be harmed.
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We compete against manufacturers in Asia, where production costs are lower. These competitors may gain market share in our key market segments, which may have an adverse effect on the pricing of our products. |
We may be at a competitive disadvantage with respect to price
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. We do not 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 capacity
and capabilities with advanced equipment to produce 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, which may force us to lower our prices, reducing our
gross margins.
We are exposed to the credit risk of some of our customers and to credit exposures in weakened markets. |
Most of our sales are on an open credit basis, with
standard industry payment terms. We monitor individual customer
payment capability in granting such open credit arrangements,
seek to limit such open credit to amounts we believe the
customers can pay, and maintain reserves we believe are adequate
to cover exposure for doubtful accounts. During periods of
economic downturn in the electronics industry and the global
economy, our exposure to credit risks from our customers
increases. Although we have programs in place to monitor and
mitigate the associated risks, such programs may not be
effective in reducing our credit risks.
Our 10 largest customers accounted for approximately 65% of our
net sales in 2004, and approximately 66% of our net sales in
2005. Our OEM customers often direct a significant portion of
their purchases through a relatively limited number of EMS
companies. Our contractual relationship is typically with the
EMS companies, who are obligated to pay us for our products.
Because we expect our OEM customers to continue to direct our
sales to EMS companies, we expect to continue to be subject to
the credit risk of a limited number of customers. This
concentration of customers exposes us to increased credit risks.
If one or more of our significant customers were to become
insolvent or were otherwise unable to pay us, our results of
operations would be harmed.
Some of our customers are EMS companies located abroad. Our
exposure has increased as these foreign customers continue to
expand. Our foreign sales are denominated in U.S. dollars,
and are typically on the same open credit basis and
terms described above. Our foreign receivables are expected to
continue to grow as a percentage of our total receivables. We do
not utilize credit insurance as a risk management tool.
We expect to continue to pursue acquisitions to expand our operations, and we may have trouble integrating acquisitions. Acquisitions involve numerous risks. |
As part of our business strategy, we expect that we will
continue to grow by pursuing acquisitions of businesses,
technologies, 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 facility
restricts our ability to acquire the assets or business of other
companies and, accordingly, will require us to obtain the
consent of our lenders and could require us to pay significant
fees, become subject to reduced liquidity, or become subject to
additional or more restrictive covenants in order to consummate
such acquisitions. Consequently, we may not be able to identify
suitable acquisition candidates or finance and complete
transactions that we choose to pursue.
Our acquisition of companies and businesses and expansion of
operations involve risks, including the following:
| the potential inability to identify assets best suited to our business plan; | |
| the potential inability to successfully integrate acquired operations and businesses or to realize anticipated synergies, economies of scale, or other expected value; |
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| diversion of managements attention from normal daily operations of the business; | |
| difficulties in managing production and coordinating operations at new sites; | |
| the potential inability to retain existing customers of acquired companies when we desire to do so; | |
| insufficient revenues to offset increased expenses associated with acquisitions; | |
| the potential need to restructure, modify, or terminate customer relationships of the acquired company; | |
| an increased concentration of business from existing or new customers; and | |
| the potential loss of key employees of acquired operations. |
Acquisitions may cause us to:
| issue common stock that would dilute our current stockholders percentage ownership; | |
| assume liabilities; | |
| acquire leased facilities with relatively short lease expirations or with no options to renew; | |
| record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential periodic impairment charges; | |
| enter markets in which we have limited or no prior experience; | |
| incur amortization expenses related to certain intangible assets; | |
| incur large and immediate write-offs; | |
| incur costs, whether or not a proposed acquisition is consummated; | |
| incur unanticipated costs; or | |
| become subject to litigation and environmental issues. |
Acquisitions of high-technology companies are inherently risky,
and no assurance can be given that our previous or future
acquisitions will be successful and will not harm our business,
operating results, or financial condition. Failure to manage and
successfully integrate acquisitions could harm our business and
operating results in a material way. Even when an acquired
company has already developed and marketed products, product
enhancements may not be made in a timely fashion. In addition,
unforeseen issues might arise with respect to such products
after the acquisition.
We rely on suppliers for the timely delivery of raw materials used in manufacturing our printed circuit boards, and an increase in industry demand or the presence of a shortage for these raw materials may increase the price of these raw materials and reduce our gross margins. If a raw material supplier fails to satisfy our product quality standards, it could harm our customer relationships. |
To manufacture printed circuit boards, we use raw materials such
as laminated layers of fiberglass, copper foil, chemical
solutions, and other commodity products, which we order from our
suppliers. Although we have preferred suppliers for most of
these 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, we may experience
increases in raw material prices, based on demand trends, which
can negatively affect our gross margins. Higher laminate prices
were responsible for an approximate one percentage point decline
in our gross margins in the fourth fiscal quarter 2004. In
addition, consolidations and restructuring in our supplier base
may result in adverse materials pricing due to reduction in
competition among our suppliers. Furthermore, if a raw material
supplier fails to satisfy our product quality standards, it
could harm our customer relationships. Suppliers may from time
to time extend lead times, limit supplies, or increase prices,
due to capacity constraints or other factors, which could harm
our ability to deliver our products on a timely basis.
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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 manufacturing services 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 manufacture 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 raise
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.
Competition in the printed circuit board market is intense, and we could lose market share if we are unable to maintain our current competitive position in end markets using our quick-turn, high technology and high-mix manufacturing services. |
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 domestic
competitors include DDi, Endicott Interconnect Technologies,
Merix, Sanmina-SCI, and Tyco. In addition, we increasingly
compete on an international basis, and new and emerging
technologies may result in new competitors entering our markets.
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 OEMs; | |
| manufacturing facilities that are located in countries with lower production costs; | |
| lower capacity utilization in peak market conditions that can result in shorter lead times to customers; | |
| ability to add additional capacity faster or more efficiently; | |
| preferred vendor status with existing and potential customers; | |
| greater name recognition; | |
| manufacturing facilities with U.S. military clearances; and | |
| larger customer bases. |
In addition, these competitors may respond more quickly to new
or emerging technologies, or adapt more quickly to changes in
customer requirements, and 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. During recessionary periods
in the electronics industry, our strategy of providing
quick-turn services, an integrated manufacturing solution, and
responsive customer service may take on reduced importance to
our customers. As a result, we may need to compete more on the
basis of price, which could cause our gross margins to decline.
Periodically, printed circuit board manufacturers experience
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overcapacity. Overcapacity, combined with weakness in demand for
electronic products, results in increased competition and price
erosion for printed circuit boards.
Our quarterly results of operations are often subject to demand fluctuations and seasonality. With a high level of fixed operating costs, even small revenue shortfalls would decrease our gross margins and potentially cause the trading price of our common stock to decline. |
Our quarterly results of operations fluctuate for a variety of
reasons, including:
| timing of orders from and shipments to major customers; | |
| the levels at which we utilize our manufacturing capacity; | |
| price competition; | |
| changes in our mix of revenues generated from quick-turn versus standard delivery time services; | |
| expenditures, charges or write-offs, including those related to acquisitions, facility restructurings, or asset impairments; and | |
| expenses relating to expanding existing manufacturing facilities. |
A significant portion of our operating expenses is relatively
fixed in nature, and planned expenditures are based in part on
anticipated orders. Accordingly, unexpected revenue shortfalls
may decrease our gross margins. In addition, we have experienced
sales fluctuations due to seasonal patterns in the capital
budgeting and purchasing cycles, as well as inventory management
practices of our customers and the end markets we serve. In
particular, the seasonality of the computer industry and
quick-turn ordering patterns affects 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 quarterly
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 trading price of our common stock would likely
decline.
Because we sell on a purchase order basis, we are subject to uncertainties and variability in demand by our customers that could decrease revenues and harm our operating results. |
We sell to customers on a purchase order basis rather than
pursuant to long-term contracts. Our quick-turn orders are
subject to particularly short lead times. Consequently, our net
sales are subject to short-term variability in demand by our
customers. Customers submitting purchase orders may cancel,
reduce, or delay their orders for a variety of reasons. The
level and timing of orders placed by our customers may 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 its own products internally; | |
| variation in demand for our customers products; and | |
| changes in new product introductions. |
We have periodically experienced terminations, reductions, and
delays in our customers orders. Further terminations,
reductions, or delays in our customers orders could harm
our business, results of operations, and financial condition.
The increasing prominence of EMS providers in the printed circuit board industry could reduce our gross margins, potential sales, and customers. |
Sales to EMS providers represented approximately 69% of our net
sales in 2005. Sales to EMS providers include sales directed by
OEMs as well as orders placed with us at the EMS providers
discretion. EMS
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providers source on a global basis to a greater extent than
OEMs. The growth of EMS providers increases the purchasing power
of such providers and could result in increased price
competition or the loss of existing OEM customers. In addition,
some EMS providers, including some of our customers, have the
ability to directly manufacture printed circuit boards. If a
significant number of our other EMS customers were to acquire
the ability to directly manufacture printed circuit boards, our
customer base might shrink, and our sales might decline
substantially. Moreover, if any of our OEM customers outsource
the production of printed circuit boards to these EMS providers,
our business, results of operations, and financial condition may
be harmed.
If we were to increase our amortization of definite-lived intangible assets as a result of additional acquisitions, our earnings could be negatively affected. Similarly, if we were to revalue our existing intangible assets downward, our operating results would be harmed. |
As of December 31, 2005, our consolidated balance sheet
reflected $73.5 million of goodwill and intangible assets.
We evaluate whether events and circumstances have occurred that
indicate the remaining balance of goodwill and 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 goodwill and intangible assets,
which could harm our results during the periods in which such a
reduction is recognized. Our goodwill and intangible assets may
increase in future periods if we consummate other acquisitions.
Amortization or impairment of these additional intangibles
would, in turn, harm our earnings.
Damage to our manufacturing facilities could increase our costs of doing business and adversely affect our ability to deliver our manufacturing services on a timely basis. |
We have three manufacturing facilities, which are located in
Chippewa Falls, Wisconsin; Redmond, Washington; and Santa Ana,
California. The destruction or closure of any of our
manufacturing facilities for a significant period of time as a
result of fire; explosion; blizzard; act of war or terrorism; or
flood, tornado, earthquake, lightning, or other natural disaster
could increase our costs of doing business and harm our ability
to deliver our manufacturing services on a timely basis and,
consequently, our operating results.
Our manufacturing processes depend on the collective industry experience of our employees. If these employees were to leave us, our manufacturing processes might suffer and we might not be able to compete effectively. |
We have limited patent or trade secret protection for our
manufacturing processes. We rely on the collective experience of
our employees in the manufacturing processes 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 processes were to leave
our employment, and we were not able to replace these people
with new employees with comparable experience, our manufacturing
processes might suffer as we might be unable to keep up with
innovations in the industry. As a result, we may lose our
ability to continue to compete effectively.
We may be exposed to intellectual property infringement claims by third parties that could be costly to defend, could divert managements 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.
It is possible that the circuit board designs and other
specifications supplied to us by our customers might infringe on
the patents or other intellectual property rights of third
parties, in which case our manufacture of printed circuit boards
according to such designs and specifications could expose us to
legal proceedings for allegedly aiding and abetting the
violation, as well as to potential liability for the
infringement. If we do not prevail in any litigation as a result
of any such allegations, our business could be harmed.
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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. We may not be able to retain our
executive officers and key personnel or attract additional
qualified management in the future. 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. 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.
Increasingly, our larger customers are requesting that we enter into supply agreements with them that have increasingly restrictive terms and conditions. These agreements typically include provisions that increase our financial exposure, which could result in significant costs to us. |
Increasingly, our larger customers are requesting that we enter
into supply agreements with them. These agreements typically
include provisions that generally serve to increase our exposure
for product liability and warranty claims as
compared to our standard invoice terms which could
result in higher costs to us as a result of such claims. In
addition, these agreements typically contain provisions that
seek to limit our operational and pricing flexibility and extend
payment terms, which can adversely impact our cash flow and
results of operations.
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 materials failure
or error, may result in delayed shipments, customer
dissatisfaction, a reduction or cancellation of purchase orders,
or liability claims against us. If these defects occur either in
large quantities or too frequently, our business reputation may
be impaired. Our sales mix has shifted towards standard delivery
time products, which have larger production runs, thereby
increasing our exposure to these types of defects. 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 beyond the cost of the printed circuit board,
for which we may be liable. Although our invoices and sales
arrangements generally contain provisions designed to limit our
exposure to product liability and related 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. Although we maintain technology
errors and omissions insurance, we can not assure you that we
will continue to be able to purchase such insurance coverage in
the future on terms that are satisfactory to us, if at all.
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 processes use and generate materials classified as
hazardous, such as ammoniacal etching solutions, copper, and
nickel. 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
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fault for the contamination, we may still be liable. The wastes
we generate include spent ammoniacal etching solutions, metal
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, and harm our business, results of
operations, and financial condition. 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 or global relocation. It is
possible that environmental compliance costs and penalties from
new or existing regulations may harm our business, results of
operations, and financial condition.
In addition, we are increasingly required to certify compliance
to the European Union Restriction of Hazardous Substances
(RoHS) directive for some of the products that we
manufacture. As with other types of product certifications that
we routinely provide, we may incur liability and pay damages if
our products do not conform to our certification.
If our net earnings do not remain at or above recent levels, or we are not able to predict with a reasonable degree of probability that they will continue, we may have to record an additional valuation allowance against our net deferred tax assets. |
As of December 31, 2005, we had deferred tax assets of
approximately $11.4 million, which is net of a valuation
allowance of $2.5 million. If we should determine that it
is more likely than not that we will not generate taxable income
in sufficient amounts to be able to use our net deferred tax
assets, we would be required to increase our current valuation
allowance against these deferred tax assets. This would result
in an additional income tax provision and a deterioration of our
results of operations. Based on our forecast for future
earnings, we believe we will utilize the deferred tax asset in
future periods. However, if our estimates of future earnings are
lower than expected, we may record a higher income tax provision
due to a write down of our net deferred tax assets, which would
reduce our earnings per share.
ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
ITEM 2. | PROPERTIES |
The following table describes our principal manufacturing
facilities.
Location | Square Feet | Primary Use | Secondary Use | |||||
Santa Ana, CA
|
98,000 | Prototype | Ramp-to-volume | |||||
Redmond, WA
|
102,200 | Ramp-to-volume | High-mix and prototype | |||||
Chippewa Falls, WI
|
280,400 | High technology | High-mix and prototype |
We own all of our manufacturing and administrative office
facilities. Our owned facilities are subject to mortgages under
our senior credit facility. We also lease a sales office in
Hopkins, Minnesota. This sales office contains approximately
8,700 square feet and the lease expires in March 2007.
ITEM 3. | LEGAL PROCEEDINGS |
From time to time we may become a party to various legal
proceedings arising in the ordinary course of our business.
There can be no assurance that we will prevail in any such
litigation.
17
Table of Contents
We were added as a defendant in a patent infringement lawsuit
filed in 2001 in the U.S. District Court for the District
of Arizona by Lemelson Medical, Education and Research
Foundation, Limited Partnership. The suit alleges that we have
infringed certain bar code, machine
vision and other patents owned by the plaintiff and seeks
injunctive relief, damages for the alleged infringements and
payment of the plaintiffs attorneys fees. In March
2002, the lawsuit was stayed pending the outcome of Symbol
Technologies, et al. v. Lemelson in the
U.S. District Court for the District Court of Nevada, in
which a declaratory relief suit filed by certain manufacturers
challenged the validity, enforceability and infringement of
Lemelsons bar code and machine
vision patents. As a result of the stay, we have not filed
an answer to the complaint nor has any discovery been conducted.
In January 2004, the Nevada court found the Lemelson patents,
including those patents asserted by the Lemelson Foundation
against us in the Arizona case, to be invalid, not infringed and
unenforceable. The Lemelson Foundation has the right to appeal
the Nevada courts judgment. Although the ultimate outcome
of this matter is not currently determinable, we believe we have
meritorious defenses to these allegations and do not expect this
litigation to materially impact our business, results of
operations or financial condition. However, there can be no
assurance that the ultimate resolution of this matter will not
have a material adverse effect on our results of operations for
any quarter.
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable.
PART II
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Our common stock has been listed on the Nasdaq National Market
under the symbol TTMI since September 21, 2000.
The following table sets forth the quarterly high and low
closing prices of our common stock as reported on the Nasdaq
National Market for the periods indicated.
High | Low | ||||||||
2005:
|
|||||||||
First Quarter
|
$ | 11.33 | $ | 8.82 | |||||
Second Quarter
|
$ | 10.55 | $ | 7.28 | |||||
Third Quarter
|
$ | 8.38 | $ | 6.25 | |||||
Fourth Quarter
|
$ | 9.83 | $ | 6.81 | |||||
2004:
|
|||||||||
First Quarter
|
$ | 20.36 | $ | 11.46 | |||||
Second Quarter
|
$ | 14.34 | $ | 10.03 | |||||
Third Quarter
|
$ | 12.25 | $ | 8.46 | |||||
Fourth Quarter
|
$ | 12.92 | $ | 8.96 |
As of March 1, 2006, there were approximately 340 holders
of record of our common stock. The closing sale price of our
common stock on the Nasdaq National Market on March 1, 2006
was $13.25 per share.
We have not declared or paid any dividends since 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 the expansion of our
business.
18
Table of Contents
ITEM 6. | SELECTED FINANCIAL DATA |
The selected historical financial data presented below are
derived from our consolidated financial statements. The selected
financial data should be read in conjunction with Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations and our consolidated
financial statements and the notes thereto included elsewhere in
this report.
Year Ended December 31, | ||||||||||||||||||||||
2001 | 2002(1) | 2003(1) | 2004 | 2005 | ||||||||||||||||||
(In thousands, except per share data) | ||||||||||||||||||||||
Consolidated Statement of Operations Data:
|
||||||||||||||||||||||
Net sales
|
$ | 128,989 | $ | 88,989 | $ | 180,317 | $ | 240,650 | $ | 240,209 | ||||||||||||
Cost of goods sold
|
92,235 | 78,456 | 145,694 | 172,103 | 186,453 | |||||||||||||||||
Gross profit
|
36,754 | 10,533 | 34,623 | 68,547 | 53,756 | |||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||
Selling and marketing
|
7,272 | 6,447 | 10,858 | 12,032 | 11,977 | |||||||||||||||||
General and administrative
|
5,435 | 5,519 | 11,696 | 13,223 | 14,135 | |||||||||||||||||
Amortization of intangibles(2)
|
4,808 | 1,202 | 1,202 | 1,202 | 1,202 | |||||||||||||||||
Restructuring charges(3)
|
| 3.859 | 649 | 855 | | |||||||||||||||||
Total operating expenses
|
17,515 | 17,027 | 24,405 | 27,312 | 27,314 | |||||||||||||||||
Operating income (loss)
|
19,239 | (6,494 | ) | 10,218 | 41,235 | 26,442 | ||||||||||||||||
Other income (expense):
|
||||||||||||||||||||||
Interest expense
|
(2,644 | ) | (1,084 | ) | (583 | ) | (367 | ) | (179 | ) | ||||||||||||
Amortization of debt issuance costs
|
(41 | ) | (105 | ) | (97 | ) | (148 | ) | (72 | ) | ||||||||||||
Interest income and other, net
|
629 | 694 | 352 | 793 | 2,126 | |||||||||||||||||
Income (loss) before income taxes and extraordinary item
|
17,183 | (6,989 | ) | 9,890 | 41,513 | 28,317 | ||||||||||||||||
Income tax (provision) benefit
|
(6,189 | ) | 2,278 | (3,901 | ) | (13,183 | ) | 2,524 | ||||||||||||||
Income (loss) before extraordinary item
|
10,994 | (4,711 | ) | 5,989 | 28,330 | 30,841 | ||||||||||||||||
Extraordinary gain
|
| 6,296 | 1,453 | | | |||||||||||||||||
Net income
|
$ | 10,994 | $ | 1,585 | $ | 7,442 | $ | 28,330 | $ | 30,841 | ||||||||||||
Income (loss) per common share, before extraordinary item:
|
||||||||||||||||||||||
Basic
|
$ | 0.29 | $ | (0.12 | ) | $ | 0.15 | $ | 0.69 | $ | 0.75 | |||||||||||
Diluted
|
$ | 0.28 | $ | (0.12 | ) | $ | 0.15 | $ | 0.68 | $ | 0.74 | |||||||||||
Income per common share:
|
||||||||||||||||||||||
Basic
|
$ | 0.29 | $ | 0.04 | $ | 0.19 | $ | 0.69 | $ | 0.75 | ||||||||||||
Diluted
|
$ | 0.28 | $ | 0.04 | $ | 0.18 | $ | 0.68 | $ | 0.74 | ||||||||||||
Weighted average common shares:
|
||||||||||||||||||||||
Basic
|
37,482 | 39,511 | 39,993 | 40,780 | 41,232 | |||||||||||||||||
Diluted
|
38,899 | 39,511 | 41,123 | 41,868 | 41,770 | |||||||||||||||||
Other Financial Data:
|
||||||||||||||||||||||
Depreciation of property, plant and equipment
|
$ | 8,294 | $ | 8,761 | $ | 7,774 | $ | 8,213 | $ | 9,290 | ||||||||||||
Non-cash restructuring charges for impairment of building and
equipment
|
| 1,838 | 446 | 855 | |
(1) | Our results for the year ended December 31, 2002 include only six days of activity of Advanced Circuits, Inc., which we acquired on December 26, 2002. A full year of activity at this subsidiary is included in our results for the year ended December 31, 2003. In both 2002 and 2003, we recorded extraordinary gains related to this acquisition. |
(2) | In 2002, we adopted Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Intangible Assets and ceased amortizing goodwill. Our expense from 2002 through 2005 reflects amortization of intangibles related to our acquisition of Power Circuits in July 1999. |
(3) | We recorded restructuring charges in 2002, 2003 and 2004 related to the closure of our Burlington, Washington, facility and sale of the building. The charge in 2002 is comprised primarily of severance expense and other cash exit costs as well as non-cash expenses to write down the value of the building and equipment held for sale. The charges in 2003 and 2004 were to further write down the value of the building and equipment. See Note 3 to our consolidated financial statements included herein. |
19
Table of Contents
As of December 31, | ||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Consolidated Balance Sheet Data:
|
||||||||||||||||||||
Working capital
|
$ | 29,099 | $ | 40,405 | $ | 52,352 | $ | 82,645 | $ | 111,224 | ||||||||||
Total assets
|
193,076 | 197,506 | 205,857 | 235,770 | 273,143 | |||||||||||||||
Long-term debt, including current maturities
|
32,625 | 10,000 | 7,777 | | | |||||||||||||||
Stockholders equity
|
150,079 | 167,426 | 178,327 | 211,626 | 243,952 |
Year Ended December 31, | ||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Supplemental Data:
|
||||||||||||||||||||
EBITDA(1)
|
$ | 32,970 | $ | 10,459 | $ | 21,057 | $ | 51,560 | $ | 39,176 | ||||||||||
Cash flows from operating activities
|
38,245 | 10,011 | 18,582 | 48,810 | 31,027 | |||||||||||||||
Cash flows from investing activities
|
(13,176 | ) | (7,017 | ) | (13,181 | ) | (9,276 | ) | (13,583 | ) | ||||||||||
Cash flows from financing activities
|
(9,873 | ) | (7,105 | ) | 863 | (5,989 | ) | 626 |
(1) | EBITDA means earnings before interest expense, income taxes, depreciation and amortization. We present EBITDA to enhance the understanding of our operating results. EBITDA is a key measure we use to evaluate our operations. In addition, we provide our EBITDA because we believe that investors and securities analysts will find EBITDA to be a useful measure for evaluating our operating performance and comparing our operating performance with that of similar companies that have different capital structures and for evaluating our ability to meet our future debt service, capital expenditures, and working capital requirements. 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 principals generally accepted in the United States. The following provides a reconciliation of EBITDA to the financial information in our consolidated statement of operations. |
Year Ended December 31, | ||||||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||||
(In thousands) | ||||||||||||||||||||||
Net income
|
$ | 10,994 | $ | 1,585 | $ | 7,442 | $ | 28,330 | $ | 30,841 | ||||||||||||
Add back items:
|
||||||||||||||||||||||
Income taxes
|
6,189 | (2,278 | ) | 3,901 | 13,183 | (2,524 | ) | |||||||||||||||
Interest expense
|
2,644 | 1,084 | 583 | 367 | 179 | |||||||||||||||||
Amortization of debt issuance costs
|
41 | 105 | 97 | 148 | 72 | |||||||||||||||||
Depreciation of property, plant and equipment
|
8,294 | 8,761 | 7,774 | 8,213 | 9,290 | |||||||||||||||||
Amortization of intangibles
|
4,808 | 1,202 | 1,260 | 1,319 | 1,318 | |||||||||||||||||
Total
|
21,976 | 8,874 | 13,615 | 23,230 | 8,335 | |||||||||||||||||
EBITDA
|
$ | 32,970 | $ | 10,459 | $ | 21,057 | $ | 51,560 | $ | 39,176 | ||||||||||||
20
Table of Contents
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Overview
We are a one-stop provider of time-critical and technologically
complex, multilayer printed circuit boards, which serve as the
foundation of sophisticated electronic products. We serve
high-end commercial markets including the
networking/communications infrastructure, high-end computing and
industrial/medical markets which are characterized
by high levels of complexity, short product life cycles and
moderate production volumes. Our customers include OEMs and EMS
companies. Our
time-to-market and high
technology focused manufacturing services enable our customers
to reduce the time required to develop new products and bring
them to market.
The market for our products experienced a sustained downturn
during 2001 and 2002, due to the economic slowdown in the
electronics industry. During this period, we reduced our work
force and focused on cost reduction by improving the efficiency
of our operations and negotiating lower prices on key supplies
from our vendors. Throughout this period, we generated positive
cash flow from operations, added new customers, and continued to
invest in our future growth, adding capital equipment and
acquiring Advanced Circuits in December 2002. During 2003, we
generated increased sales due to the inclusion of Advanced
Circuits, market share gains, and the improving economic
conditions in the electronics industry and our customers
end markets. Our gross profit margin also increased from 2002 to
2003, due to our improved operating leverage as costs that are
largely fixed in nature, such as labor, were absorbed over
greater production volume. Market conditions continued to
improve in 2004, resulting in further revenue growth and
expanded gross margins. During the first half of 2005, prices
for our printed circuit boards declined leading to lower revenue
and gross margins. However, prices as well as production volume
increased during the second half of 2005, leading to increased
revenue and expanded gross margins.
We manufacture printed circuit boards at three specialized and
integrated facilities in the United States. Our facility in
Santa Ana, California specializes in quick-turn work, which has
delivery times of ten days or less and is characterized by small
volumes of printed circuit boards. Our Chippewa Falls, Wisconsin
facility focuses on higher-volume production runs of
technologically complex multilayer printed circuit boards with
average lead times of two to ten weeks. Our Redmond, Washington
facility focuses on mid-volume production of standard lead-time
printed circuit boards. Although our facilities are specialized,
we are able to transfer work among our plants to maximize
production during periods of peak demand.
In response to increased customer demand and higher capacity
utilization rates, in February 2004, our board of directors
approved a plan to significantly expand production capacity at
our Chippewa Falls, Wisconsin facility. Chippewa Falls is our
largest facility and serves the high-end, complex technology
needs of some of our largest and most sophisticated commercial
customers. The plan included a two-phase expansion, enabling us
to incrementally match our capital expenditures with demand and
market conditions. We believe that our ability to expand at our
existing facilities allows us to efficiently grow without having
to qualify customers for, and develop management infrastructure
at, a new facility.
Phase one of the expansion plan, which featured the construction
of a 44,000-square-foot
addition and the purchase of capital equipment, increased
capacity by approximately 55% from capacity levels as of the
first quarter of 2004, and was completed in March 2005 at a
capital cost of approximately $10.5 million.
Should we choose to pursue it, the second phase of the Chippewa
Falls expansion plan would allow us to expand production
capacity an additional 30% from the maximum levels provided by
phase one.
We measure customers as those companies that have placed at
least two orders in the preceding
12-month period. As of
December 31, 2005, we had approximately 580 customers and
approximately 560 as of December 31, 2004. Sales to our 10
largest customers accounted for 66% of our net sales in 2005 and
65% of our net sales in 2004. We sell to OEMs both directly and
indirectly through EMS companies. Sales attributable to our five
largest OEM customers accounted for approximately 54% of our net
sales in 2005.
21
Table of Contents
The following table shows the percentage of our net sales
attributable to each of the principal end markets we served for
the periods indicated:
Year Ended December 31, | ||||||||||||
End Markets(1) | 2003 | 2004 | 2005 | |||||||||
Networking/ Communication
|
39.2 | % | 42.8 | % | 45.0 | % | ||||||
High-End Computing
|
34.8 | 30.7 | 26.6 | |||||||||
Industrial/Medical
|
11.9 | 14.5 | 16.2 | |||||||||
Computer Peripherals
|
8.9 | 5.5 | 5.2 | |||||||||
Handheld/ Cellular
|
2.1 | 2.6 | 3.3 | |||||||||
Other
|
3.1 | 3.9 | 3.7 | |||||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
(1) | Sales to EMS companies are classified by the end markets of their OEM customers. |
We measure the time sensitivity of our products by tracking the
quick-turn percentage of our work. We define quick-turn orders
as those with delivery times of 10 days or less, which
typically captures research and development, prototype, and new
product introduction work, in addition to unexpected short-term
demand among our customers. Generally, we quote prices after we
receive the design specifications and the time and volume
requirements from our customers. Our quick-turn services command
a premium price as compared to standard lead time products.
Quick-turn orders increased from 20% of net sales in 2004 to 22%
of net sales in 2005, due to higher demand for our
ramp-to-volume
production services. We also deliver a large percentage of
compressed lead-time work with lead times of 11 to 20 days.
We receive a premium price for this work as well. 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.
We recognize revenues when persuasive evidence of a sales
arrangement exists, the sales terms are fixed and determinable,
title and risk of loss has transferred, and collectibility is
reasonably assured generally when products are
shipped to the customer. Net sales consist of gross sales less
an allowance for returns, which typically has been less than 2%
of gross sales. We provide our customers a limited right of
return for defective printed circuit boards. We record an amount
for estimated sales returns and allowances at the time of sale
based on our historical results. To the extent actual returns
vary from our historical experience, revisions to these
allowances may be required.
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. As of the end of 2005, we were operating at
approximately 80% of our production capacity. We do not
participate in any significant 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
continue to fluctuate as a percentage of net sales.
Selling and marketing expenses consist primarily of salaries and
commissions paid to our internal sales force and commissions
paid to independent sales representatives, salaries paid to our
sales support staff as well as costs associated with marketing
materials and trade shows. As general economic conditions
continue to improve, we expect to receive more quick-turn orders
due to increased prototype work related to new product
introductions at our customers. As these quick-turn sales become
a higher percentage of total sales, our average commission rate
is expected to increase. We generally pay higher commissions to
our independent sales representatives for quick-turn work, which
generally has a higher gross profit component than standard
lead-time work. We expect our selling and marketing expenses to
continue to fluctuate as a percentage of net sales.
General and administrative costs primarily include the salaries
for executive, finance, accounting, information technologies,
facilities and human resources personnel, as well as insurance
expenses, expenses for accounting and legal assistance,
incentive compensation expense and bad debt expense. We expect
these
22
Table of Contents
expenses to 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 intangible assets, which
we recorded as a result of the Power Circuits acquisition in
July 1999.
Our restructuring charges in 2003 relate primarily to severance
costs to consolidate overhead operations following the
acquisition of Advanced Circuits in December 2002 as well as a
further write down of assets held for sale. Restructuring
charges in 2004 relate to the final write down of assets held
for sale associated with the sale of the Burlington, Washington
facility.
Our interest expense relates to our senior credit facility and
our other long-term obligations.
Amortization of debt issuance costs consists of the amortization
of loan origination fees and related expenses. Interest and
other income consist primarily of interest received on our cash
balances.
Critical Accounting Policies and Estimates
Our consolidated financial statements included in this report
have been prepared in accordance with accounting principles
generally accepted in the United States of America. The
preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts
of assets, liabilities, net sales and expenses, and related
disclosure of contingent assets and liabilities. Management
bases its estimates on historical experience and on various
other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Senior
management has discussed the development, selection and
disclosure of these estimates with the audit committee of our
board of directors. Actual results may differ from these
estimates under different assumptions or conditions.
Accounting policies where significant judgments and estimates
are made include asset valuation related to bad debts and
inventory obsolescence; sales returns and allowances; impairment
of long-lived assets, including goodwill and intangible assets;
realizability of deferred tax assets; and self-insured medical
reserves. A detailed description of these estimates and our
policies to account for them is included in the notes to our
consolidated financial statements in this report.
We provide customary credit terms to our customers and generally
do not require collateral. We perform ongoing credit evaluations
of the financial condition of our customers and maintain an
allowance for doubtful accounts based upon historical
collections experience and expected collectibility of accounts.
Our actual bad debts may differ from our estimates.
In assessing the realization of inventories, we are required to
make judgments as to future demand requirements and compare
these with current and committed inventory levels. Our inventory
requirements change based on our projected customer demand,
which changes due to market conditions, technological and
product life cycle changes and longer or shorter than expected
usage periods. We maintain certain finished goods inventories
near certain key customer locations in accordance with
agreements. Although this inventory is typically supported by
valid purchase orders, should these customers ultimately not
purchase these inventories, our results of operations and
financial condition would be adversely affected.
We derive revenues primarily from the sale of printed circuit
boards using customer supplied engineering and design plans and
recognize revenues when persuasive evidence of a sales
arrangement exists, the sales terms are fixed and determinable,
title and risk of loss have transferred, and collectibility is
reasonably assured generally when products are
shipped to the customer. We provide our customers a limited
right of return for defective printed circuit boards. We accrue
an estimated amount for sales returns and allowances at the time
of sale based on historical information. To the extent actual
experience varies from our historical experience, revisions to
these allowances may be required.
We have significant long-lived tangible and intangible assets
consisting of property, plant and equipment; goodwill; and
definite-lived intangibles. We review these assets for
impairment whenever events or changes in circumstances indicate
that the carrying amount of such assets may not be recoverable.
In addition, we
23
Table of Contents
perform an impairment test related to goodwill at least
annually. Our goodwill and intangibles are largely attributable
to our quick-turn business. During the fourth fiscal quarter
2005, we performed an impairment assessment of our goodwill,
which requires the use of a fair-value based analysis and
determined that no impairment existed. At December 31,
2005, we determined that there were no events or changes in
circumstances that indicated that the carrying amount of
long-lived tangible assets, goodwill and definite-lived
intangible assets may not be recoverable. We use an estimate of
the future undiscounted net cash flows in measuring whether our
long-lived tangible assets and definite-lived intangible assets
are recoverable. If forecasts and assumptions used to support
the realizability of our long-lived assets change in the future,
significant impairment charges could result that would adversely
affect our results of operations and financial condition.
Deferred income tax assets are reviewed for recoverability and
valuation allowances are provided, when necessary, to reduce
deferred tax assets to the amounts expected to be realized. At
December 31, 2005, we have net deferred income tax assets
of $11.4 million, which is net of a valuation allowance of
approximately $2.5 million. Should our expectations of
taxable income change in future periods, it may be necessary to
adjust our valuation allowance, which could affect our results
of operations in the period such a determination is made. In
addition, we record income tax provision or benefit during
interim periods at a rate that is based on expected results for
the full year. If we determine in the future that it is more
likely than not that some or all of our deferred income tax
assets would be realizable in an amount greater than what is
already recorded, we would reverse all or a portion of valuation
allowance in the period the determination is made. If future
changes in market conditions cause actual results for the year
to be more or less favorable than those expected, adjustments to
the effective income tax rate could be required.
We are self-insured for group health insurance benefits provided
to our employees, and we purchase insurance to protect against
claims at the individual and aggregate level. The insurance
carrier adjudicates and processes employee claims and is paid a
fee for these services. We reimburse our insurance carrier for
paid claims subject to variable monthly limitations. We estimate
our exposure for claims incurred but not paid at the end of each
reporting period and use historical information supplied by our
insurance carrier and broker to estimate our liability for these
claims. This liability is subject to a total limitation that
varies based on employee enrollment and factors that are
established at each annual contract renewal. Our actual claims
experience may differ from our estimates.
In connection with our acquisition of Advanced Circuits in
December 2002, we became contractually responsible for the
majority of a rebate obligation to a customer. The rebate is
based on a percentage of net sales to this customer. We have
made estimates regarding the amount and timing of future net
sales to this customer and have applied a discount factor to
those estimated rebates to estimate the present value of our
obligation. We have also estimated that portion of the total
obligation which we believe is a current liability. Based on our
future net sales experience with this customer, we may change
our estimate of the portion that is a current liability.
24
Table of Contents
RESULTS OF OPERATIONS
The following table sets forth statement of operations data
expressed as a percentage of net sales for the periods indicated:
Year Ended December 31, | ||||||||||||||
2003 | 2004 | 2005 | ||||||||||||
Net sales
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost of goods sold
|
80.8 | 71.5 | 77.6 | |||||||||||
Gross profit
|
19.2 | 28.5 | 22.4 | |||||||||||
Operating expenses:
|
||||||||||||||
Selling and marketing
|
6.0 | 5.0 | 5.0 | |||||||||||
General and administrative
|
6.5 | 5.5 | 5.9 | |||||||||||
Amortization of intangibles
|
0.7 | 0.5 | 0.5 | |||||||||||
Restructuring charges
|
0.3 | 0.4 | | |||||||||||
Total operating expenses
|
13.5 | 11.4 | 11.4 | |||||||||||
Operating income
|
5.7 | 17.1 | 11.0 | |||||||||||
Other income (expense):
|
||||||||||||||
Interest expense
|
(0.3 | ) | (0.1 | ) | (0.1 | ) | ||||||||
Amortization of debt issuance costs
|
(0.1 | ) | (0.0 | ) | (0.0 | ) | ||||||||
Interest income and other, net
|
0.2 | 0.3 | 0.9 | |||||||||||
Income before income taxes and extraordinary item
|
5.5 | 17.3 | 11.8 | |||||||||||
Income tax benefit (provision) benefit
|
(2.2 | ) | (5.5 | ) | 1.0 | |||||||||
Income before extraordinary item
|
3.3 | 11.8 | 12.8 | |||||||||||
Extraordinary gain
|
0.8 | | | |||||||||||
Net income
|
4.1 | % | 11.8 | % | 12.8 | % | ||||||||
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 |
Net Sales |
Net sales decreased $0.4 million, or 0.2%, from
$240.6 million in 2004 to $240.2 million in 2005 due
to declining prices, partially offset by an increase in
production volume. Volume increased approximately 5% primarily
due to higher demand from our customers for our products. Prices
fell approximately 5% primarily due to increased competition and
excess capacity in the North American printed circuit board
industry, partially offset by a shift in product mix toward more
high technology production. Our quick-turn production, which
generally is characterized by higher prices, increased from 20%
of revenue in 2004 to 22% of revenue in 2005.
Gross Profit |
Cost of goods sold increased $14.4 million, or 8.3%, from
$172.1 million for 2004 to $186.5 million for 2005.
Cost of goods sold rose due to an increase in the number of
printed circuit boards sold as well as price increases in raw
materials, higher repair and maintenance costs, higher utilities
costs, primarily natural gas, and higher depreciation expense.
In addition, higher wage rates and greater headcount led to
increased labor costs, but these increases were partially offset
by a reduced incentive compensation accrual. As a percentage of
net sales, cost of goods sold increased from 71.5% for 2004 to
77.6% for 2005 primarily due to declining prices and higher
absolute costs, partially offset by increased absorption of
fixed costs.
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As a result of the foregoing, gross profit decreased
$14.7 million, or 21.6%, from $68.5 million for 2004
to $53.8 million for 2005. Our gross margin decreased from
28.5% in 2004 to 22.4% in 2005.
The decline in our gross margin was due to lower prices for our
products as well as higher cost of goods sold, which increased
due to the factors discussed above. This decline in gross margin
was somewhat mitigated by increased absorption of fixed costs
due to increased production. Printed circuit board manufacturing
is a multi-step process that requires a certain level of
equipment and staffing for even minimal production volumes. As
production increases, our employees are able to work more
efficiently and produce more printed circuit boards without
incurring significant cost increases. However, at higher
capacity utilization rates, additional employees and capital may
be required. Our average layer count increased from 15.6 in 2004
to 15.8 in 2005.
Operating Expenses |
Selling and marketing expenses remained essentially flat at
$12.0 million for 2004 and 2005. As a percentage of net
sales, selling and marketing expenses remained unchanged at 5.0%
during the same periods of time. The mix of selling and
marketing expenses did not change significantly from 2004 to
2005.
General and administrative expenses increased $0.9 million
from $13.2 million, or 5.5% of net sales, for 2004 to
$14.1 million, or 5.9% of net sales, for 2005. The increase
in expenses resulted primarily from a net $2.2 million loss
contingency accrual related to reaching a definitive agreement
with a customer to resolve a dispute concerning certain goods
shipped in 2002 and 2003; higher accounting fees for the audit
of internal control over financial reporting required by
Section 404 of the Sarbanes-Oxley Act; and higher labor
expense due to higher wage rates, partially offset by lower
incentive compensation expense and costs related to a proposed
public stock offering in the second fiscal quarter 2004. General
and administrative expenses increased as a percentage of net
sales, primarily due to the net increase in expenses described
in this paragraph.
In the second fiscal quarter 2004, we recorded a restructuring
charge of $0.9 million to write down the value of our
Burlington, Washington building prior to selling it. We
subsequently sold it in the fourth fiscal quarter 2004.
Other Income (Expense) |
Other income (expense) improved $1.6 million from income of
$0.3 million in 2004 to income of $1.9 million in
2005. This increase resulted from higher interest income due to
higher cash and short term investment balances and higher
interest rates in 2005 as compared to 2004 as well as lower
interest expense in 2005 due to the repayment of our term loan
in 2004.
Income Taxes |
The provision for income taxes decreased from a
$13.2 million provision for 2004 to a $2.5 million
benefit for 2005. The change from an income tax provision in
2004 to an income tax benefit in 2005 resulted from lower pretax
income in 2005 combined with a lower effective tax rate for
2005. Our effective tax provision rate was 31.8% in 2004 and our
effective tax benefit rate was 8.9% in 2005. Our effective tax
rate is primarily impacted by the federal income tax rate;
apportioned state income tax rates; utilization of other credits
and deductions available to us; and certain non-deductible
items. In addition, during 2004 and 2005, we decreased our
valuation allowance against our deferred income tax assets and
benefited our 2004 and 2005 income tax provision by
$2.1 million and $12.7 million, respectively, for the
portion that we determined that is more likely than not to be
realized. The reduction in valuation allowance in 2005 occurred
during the fourth quarter given the additional positive evidence
from continued historical earnings and expectations of future
earnings which was sufficient for us to conclude that it was
more likely than not that most of our deferred income tax assets
will be realized. Excluding the favorable impacts to our tax
provision resulting from the decreases in our valuation
allowance in 2004 and 2005, our effective tax rate in 2004 was
36.8% and 35.8% in 2005. As of December 31, 2005, our
valuation allowance was approximately $2.5 million. If
future changes in market conditions cause actual results for the
year to be more or less favorable than those expected, the
effective
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income tax rate could change due to changes in the mix of
income, changes to income tax credits and changes to the
valuation allowance.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 |
Net Sales |
Net sales increased $60.3 million, or 33.5%, from
$180.3 million in 2003 to $240.6 million in 2004 due
to increases in both price and production volume. Improving
prices accounted for approximately 52% of the increase in net
sales. Prices improved due to a number of factors, including a
continued strengthening of the economy in 2004 and a shift in
mix to higher technology products. We generally charge higher
prices for printed circuit boards with time-sensitive delivery
requirements, high layer counts and other high-technology
features because of both the higher material content and the
greater level of skill required to manufacture these boards.
Increased production volume accounted for approximately 48% of
the increase in net sales from 2003 to 2004. This volume
increase resulted from higher demand from our customers.
Gross Profit |
Cost of goods sold increased $26.4 million, or 18.1%, from
$145.7 million for 2003 to $172.1 million for 2004.
Higher cost of goods sold resulted primarily from higher labor
and materials costs associated with an increase in the number of
printed circuit boards sold. As a percentage of net sales, cost
of goods sold decreased from 80.8% for 2003 to 71.5% for 2004
due to greater labor and production efficiencies, lower
materials costs and improved absorption of manufacturing
overhead.
As a result of the foregoing, gross profit increased
$33.9 million, or 98.0%, from $34.6 million for 2003
to $68.5 million for 2004. Our gross margin improved from
19.2% in 2003 to 28.5% in 2004.
The improvement in our gross margin was due largely to higher
prices as well as greater labor efficiency, lower per-unit
materials costs and increased absorption of fixed costs. Printed
circuit board manufacturing is a multi-step process that
requires a certain level of equipment and staffing for even
minimal production volumes. As production increases, our
employees are able to work more efficiently and produce more
printed circuit boards without incurring significant cost
increases, except for direct materials. However, at higher
capacity utilization rates, additional employees and capital may
be required. These gains in efficiency helped offset the
increased costs related to our shift toward more complex work
characterized by higher layer counts. Our average layer count
increased from 14.3 in 2003 to 15.6 in 2004.
Operating Expenses |
Sales and marketing expenses increased $1.1 million from
$10.9 million, or 6.0% of net sales, for 2003 to
$12.0 million, or 5.0% of net sales, for 2004. The increase
in expenses resulted primarily from additional commission
expense related to the increase in net sales. The decrease as a
percentage of net sales resulted from improved absorption of
fixed selling costs and a mix shift toward products that bear
lower commissions.
General and administrative expenses increased $1.5 million
from $11.7 million, or 6.5% of net sales, for 2003 to
$13.2 million, or 5.5% of net sales, for 2004. The increase
in expenses resulted primarily from higher incentive
compensation expense, costs related to a proposed public stock
offering and higher accounting and consulting fees related to
compliance with Section 404 of the Sarbanes-Oxley Act,
partially offset by lower insurance expense and lower legal
fees. General and administrative expenses decreased as a
percentage of net sales due to the relatively fixed nature of
these expenses and our higher sales base.
Restructuring charges of $0.6 million recorded in 2003
related to severance and other exit costs associated with
eliminating 45 positions at our Redmond, Washington facility and
an impairment for our Burlington, Washington building. In 2004,
we recorded a restructuring charge of $0.9 million to write
down the value of our Burlington, Washington building prior to
selling it. There were no unutilized restructuring accruals at
December 31, 2004.
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Income Taxes |
The provision for income taxes increased from a
$3.9 million provision for 2003 to a $13.2 million
provision for 2004. The increase in the income tax provision
resulted primarily from higher pretax income, partially offset
by a lower effective tax rate for 2004. Our effective tax rate
was 39.4% in 2003, and it was 31.8% in 2004. Our effective tax
rate is primarily impacted by state income taxes, which vary due
to the sales and profitability mix among our facilities, as well
as utilization of the federal extraterritorial income exclusion,
state income tax credits and certain non-deductible items. In
addition, during 2004, we decreased our valuation allowance
against our deferred income tax assets and benefited our 2004
income tax provision by $2.1 million for the portion that
we determined that was more likely than not to be realized.
Excluding the favorable impact resulting from the decrease in
valuation allowance, our effective tax rate in 2004 was 36.8%.
As of December 31, 2004, our valuation allowance was
approximately $14.5 million. If future changes in market
conditions cause actual results for the year to be more or less
favorable than those expected, the effective income tax rate
could change due to changes in the mix of income, changes to
income tax credits and changes to the valuation allowance.
Extraordinary Gain |
In 2003, we recorded an extraordinary gain of $1.5 million
after resolving certain contingencies concerning the fair value
of certain assets acquired and liabilities assumed as part of
our acquisition of Advanced Circuits, including the settlement
of a claim for a working capital adjustment.
Liquidity and Capital Resources
Our principal sources of liquidity have been cash provided by
operations, proceeds from our public offerings and proceeds from
employee exercises of stock options. Our principal uses of cash
have been to finance capital expenditures, meet debt service
requirements, fund working capital and finance mergers and
acquisitions. We anticipate that these uses will continue to be
the principal demands on our cash in the future. As of
December 31, 2005, we had net working capital of
approximately $111.2 million, compared to
$82.6 million as of December 31, 2004. The increase in
working capital is primarily attributable to increases in cash
and cash equivalents, inventories, accounts receivable and
deferred income taxes.
The following table provides information on future minimum lease
payments under non-cancelable operating leases, current purchase
obligation related to capital expenditures, accrued
contingencies and other long-term liabilities reflected on our
balance sheet under generally accepted accounting principles as
of December 31, 2005 (in thousands):
Less than | 1 - 3 | 4 - 5 | After | |||||||||||||||||
Contractual Obligations | Total | 1 Year | Years | Years | 5 Years | |||||||||||||||
Operating leases
|
$ | 301 | $ | 176 | $ | 125 | $ | | $ | | ||||||||||
Purchase obligations
|
1,266 | 1,266 | | | | |||||||||||||||
Accrued contingencies
|
3,150 | 3,150 | | | | |||||||||||||||
Other long-term liabilities(1)
|
1,264 | 1,264 | | | | |||||||||||||||
Total contractual obligations
|
$ | 5,981 | $ | 5,856 | $ | 125 | $ | | $ | | ||||||||||
(1) | Our balance sheet reflects these other long-term liabilities at their net present value. |
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 our
currently anticipated capital expenditures and working capital
needs for the next 12 months and beyond. Our principal
liquidity needs for periods beyond the next 12 months are
for other contractual obligations as indicated in our
contractual obligations table above and for capital purchases
that we make from time to time.
Net cash provided by operating activities was $31.0 million
in 2005, compared to $48.8 million in 2004. Our 2005
operating cash flow of $31.0 million primarily reflects net
income of $30.8 million, $10.6 million of depreciation
and amortization, a $0.6 million income tax benefit from
stock options exercised, and $0.1 million
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of non-cash interest expense, partially offset by an increase in
deferred income tax assets of $8.6 million and a net
increase in working capital of $2.5 million, excluding cash
and short-term investments.
Net cash used in investing activities was $13.6 million in
2005, compared to $9.3 million in 2004. In 2005, we made
net purchases of $8.0 million of property, plant and
equipment and a net reduction of $5.6 million in net
short-term investments.
Net cash provided by financing activities was $0.6 million
in 2005, compared to $6.0 million used in financing
activities in 2004. Our 2005 financing net cash flow reflects
proceeds of approximately $0.8 million from employee stock
option exercises, partially offset by payment of
$0.2 million of debt issuance costs for our new senior
credit facility. As of December 31, 2005, we have no
outstanding long-term debt obligations.
We have a committed revolving credit facility of
$25 million with a final maturity date of July 15,
2008. We have a one-time option to increase the size of our
revolving credit facility to $50 million provided that no
default or event of default exists, as defined in the credit
agreement. Our revolving loan facility contains a
$5 million letter of credit sub-facility. We may borrow,
repay and reborrow under the revolving loan facility at any
time. The revolving loan bears interest at rates ranging from
LIBOR plus 1.0% to 1.75% or the Alternate Base Rate, as defined
in the credit agreement plus 0.0% to 0.5%. The amount added to
the LIBOR rate or the Alternate Base Rate varies depending upon
our leverage ratio, as defined in the agreement. As of
December 31, 2005, we had no outstanding revolving loan
balances. We pay quarterly a commitment fee ranging from 0.20%
to 0.35% on the unused revolving commitment amount. The credit
facility is secured by substantially all of our assets and
contains financial covenants customary for this type of
financing. As of December 31, 2005, we were in compliance
with the covenants of our revolving credit facility.
Foreign Currency Exchange Risk
All of our sales are denominated in U.S. dollars, and as a
result we have no exposure to foreign currency exchange risk
with respect to sales made. We do have minimal exposure to
foreign currency exchange risk with respect to salary expense
for a few overseas employees.
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.
Seasonality
We have historically experienced some seasonality in our second
and third fiscal quarters in our computer peripherals and
consumer electronics products.
Recently Issued Accounting Standards
In November 2005, the Financial Accounting Standards Board
(FASB) issued FASB Staff Position
(FSP) 115-1
which addresses the determination as to when an investment is
considered impaired, whether that impairment is
other-than-temporary, and the measurement of an impairment loss.
This FSP also includes accounting considerations subsequent to
the recognition of an other-than-temporary impairment and
requires certain disclosures about unrealized losses that have
not been recognized as other-than-temporary impairments. The
guidance in this FSP amends FASB Statement No. 115,
Accounting for Certain Investments in Debt and Equity
Securities and APB Opinion No. 18, The Equity
Method of Accounting for Investments in Common Stock. The
guidance in
FSP 115-1 shall be
applied to reporting periods beginning after December 15,
2005. The Company is required to adopt
FSP 115-1
beginning January 1, 2006. The Company is currently
evaluating the effect that the adoption of
FSP 115-1 will
have on its consolidated results of operations and financial
condition but does not expect it to have a material impact.
In May 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections
(SFAS 154) which replaces Accounting Principles
Board Opinions No. 20 Accounting Changes and
SFAS No. 3, Reporting Accounting Changes in
Interim Financial Statements An Amendment of APB
Opinion No. 28. SFAS 154 provides guidance on
the accounting for and reporting of accounting changes and
29
Table of Contents
error corrections. It establishes retrospective application, or
the latest practicable date, as the required method for
reporting a change in accounting principle and the reporting of
a correction of an error. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. The Company is
required to adopt SFAS No. 154 beginning
January 1, 2006. The Company is currently evaluating the
effect that the adoption of SFAS 154 will have on its
consolidated results of operations and financial condition but
does not expect it to have a material impact.
In December 2004, the FASB issued SFAS No. 123
(revised 2004), Share-Based Payment
(SFAS 123R), which replaces
SFAS No. 123, Accounting for Stock-Based
Compensation, (SFAS 123) and supercedes
APB Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS 123R requires all share-based
payments to employees, including grants of employee stock
options, to be recognized in the financial statements based on
their fair values beginning with the first fiscal year beginning
after June 15, 2005, with early adoption encouraged. The
pro forma disclosures previously permitted under SFAS 123
no longer will be an alternative to financial statement
recognition. The Company is required to adopt SFAS 123R
beginning January 1, 2006. Under SFAS 123R, the
Company must determine the appropriate fair value model to be
used for valuing share-based payments, the amortization method
for compensation cost and the transition method to be used at
date of adoption. The transition methods include prospective and
retroactive adoption options. The Company will utilize the
Black-Scholes option-pricing model as its fair value model, will
use the straight-line method to amortize compensation cost and
will use the prospective method, which requires that
compensation expense be recorded for all unvested stock options
at the beginning of the first quarter of adoption of
SFAS 123R. The Company has evaluated the requirements of
SFAS 123R and expects that the adoption of SFAS 123R
will require the Company to expense approximately
$0.9 million in 2006 for unvested stock options outstanding
on January 1, 2006, which would previously have been
presented in a pro forma footnote disclosure. In addition, for
any new awards that may be granted in 2006, we will incur
additional expense that cannot yet be quantified. Further,
SFAS 123R will require the Company to reflect the tax
savings resulting from tax deductions in excess of expense
reflected in its financial statements as a financing cash flow,
which will impact the Companys future reported cash flows
from operating activities.
In November 2004, the FASB issued SFAS No. 151,
Inventory Costs An Amendment of ARB
No. 43, Chapter 4 (SFAS 151).
SFAS 151 amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the
accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage). Among
other provisions, the new rule requires that items such as idle
facility expense, excessive spoilage, double freight, and
rehandling costs be recognized as current-period charges
regardless of whether they meet the criterion of so
abnormal as stated in ARB No. 43. Additionally,
SFAS 151 requires that the allocation of fixed production
overheads to the costs of conversion be based on the normal
capacity of the production facilities. SFAS 151 is
effective for fiscal years beginning after June 15, 2005
and is required to be adopted by the Company beginning on
January 1, 2006. The Company has determined that its
adoption of SFAS 151 will not have a material impact on its
consolidated results of operations and financial condition.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Interest Rate Risk. Our revolving credit facility bears
interest at floating rates. The revolving credit facility bears
interest ranging from 1.0% to 1.75% per annum plus the
applicable LIBOR or from 0.0% to 0.5% per annum plus the
Alternate Base Rate, as defined in the agreement governing the
amended and restated credit facility. A 10% change in interest
rates is not expected to materially affect the interest expense
to be incurred on this facility during such period. As of
December 31, 2005, we have no outstanding revolving loans.
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Reference is made to the financial statements, the report
thereon, the notes thereto, and the supplementary data
commencing at page F-1 of this report, which financial
statements, report, notes, and data are included herein.
30
Table of Contents
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
Not applicable.
ITEM 9A. | CONTROLS AND PROCEDURES |
An evaluation was performed under the supervision and with the
participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures as of December 31, 2005.
Based on that evaluation, our management, including the CEO and
CFO, concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by
us in reports that we file or submit under the Securities
Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported as specified in the SECs rules and
forms. There has been no change in our internal control over
financial reporting during the three months ended
December 31, 2005 that has materially affected, or is
reasonably likely to materially affect, internal control over
financial reporting.
Managements Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Exchange Act
Rule 13a-15(f).
Under the supervision and with the participation of our
management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting
based on the framework in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our
evaluation under the framework in Internal Control
Integrated Framework, our management concluded that our internal
control over financial reporting is effective as of
December 31, 2005.
Our managements assessment of the effectiveness of our
internal control over financial reporting as of
December 31, 2005 has been audited by KPMG, LLP, an
independent registered public accounting firm, as stated in
their report which is included on page F-2 of this report.
Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and
chief financial officer, does not expect that our disclosure
controls or our internal control over financial reporting will
prevent or detect all error and all fraud. A control system, no
matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control
systems objectives will be met. The design of a control
system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered
relative to their costs. Further, because of the inherent
limitations in all control systems, no evaluation of controls
can provide absolute assurance that misstatements due to error
or fraud will not occur or that all control issues and instances
of fraud, if any, within the company have been detected. These
inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of
the controls. The design of any system of controls is based in
part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of controls
effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions
or deterioration in the degree of compliance with policies or
procedures.
ITEM 9B. | OTHER INFORMATION |
Not Applicable
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Table of Contents
PART III
ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
The information required by this Item relating to our directors
is incorporated herein by reference to the definitive Proxy
Statement to be filed pursuant to Regulation 14A of the
Exchange Act for our 2006 Annual Meeting of Stockholders. The
information required by this Item relating to our executive
officers is included in Item 1, Business
Management of this report.
ITEM 11. | EXECUTIVE COMPENSATION |
The information required by this Item is incorporated herein by
reference to the definitive Proxy Statement to be filed pursuant
to Regulation 14A of the Exchange Act for our 2006 Annual
Meeting of Stockholders.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by this Item is incorporated herein by
reference to the definitive Proxy Statement to be filed pursuant
to Regulation 14A of the Exchange Act for our 2006 Annual
Meeting of Stockholders.
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
The information required by this Item is incorporated herein by
reference to the definitive Proxy Statement to be filed pursuant
to Regulation 14A of the Exchange Act for our 2006 Annual
Meeting of Stockholders.
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
The information required by this Item is incorporated herein by
reference to the definitive Proxy Statement to be filed pursuant
to Regulation 14A of the Exchange Act for our 2006 Annual
Meeting of Stockholders.
PART IV
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) | Financial Statements and Financial Statement Schedule |
(1) Financial Statements are listed in the Index to
Financial Statements on
page F-1 of this
Report.
(2) Financial Statement Schedule:
Schedule II Valuation and Qualifying Accounts is set forth on page S-2 of this Report. | |
Other schedules are omitted because they are not applicable, not required, or because required information is included in the consolidated financial statements or notes thereto. |
(3) Exhibits
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(b) | Exhibits |
Exhibit | ||||
Number | Exhibits | |||
2 | .1 | Form of Plan of Reorganization(1). | ||
2 | .2 | Stock Purchase Agreement between Honeywell Electronic Materials, Inc. and TTM Technologies, Inc. dated as of December 24, 2002(2) | ||
3 | .1 | Registrants Certificate of Incorporation.(3) | ||
3 | .2 | Registrants Bylaws.(3) | ||
4 | .1 | Form of Registrants common stock certificate.(3) | ||
10 | .1 | Second Amended and Restated Credit Agreement dated as of July 15, 2005 among the Company, the Domestic Subsidiaries of the Company from time to time parties thereto, the Lender Parties thereto, Wachovia Bank, National Association, as Administrative Agent.(4) | ||
10 | .2 | Employment Agreement dated as of December 31, 2005 between the Registrant and Kenton K. Alder. | ||
10 | .3 | Form of Executive Change in Control Severance Agreement and schedule of agreements entered into on December 1, 2005. | ||
10 | .4 | Amended and Restated Management Stock Option Plan.(1) | ||
10 | .5 | Form of Management Stock Option Agreement.(1) | ||
10 | .6 | Form of 2000 Equity Compensation Plan.(1) | ||
10 | .7 | Form of Indemnification Agreement with directors, officers and key employees.(1) | ||
10 | .8 | Statutory Warranty Deeds for Redmond Facility.(1) | ||
21 | .1 | Subsidiaries of the Registrant | ||
23 | .1 | Consent of KPMG LLP, independent registered public accounting firm | ||
31 | .1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. | ||
31 | .2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. | ||
32 | .1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
32 | .2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) | Incorporated by reference to the Registration Statement on Form S-1 (Registration No. 333-39906) declared effective September 20, 2000. |
(2) | Incorporated by reference to the Registrants Form 8-K as filed with the Securities and Exchange Commission (the Commission) on December 27, 2002. |
(3) | Incorporated by reference to the Registrants Form 8-K as filed with the Commission on August 30, 2005. |
(4) | Incorporated by reference to the Registrants Form 8-K as filed with the Commission on July 21, 2005. |
33
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
TTM TECHNOLOGIES, INC. | ||
Date: March 14, 2006
|
By: /s/ KENTON K. ALDER Kenton K. Alder President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
Name | Title | Date | ||||
/s/ KENTON K. ALDER Kenton K. Alder |
President, Chief Executive Officer (Principal Executive Officer), and Director | March 14, 2006 | ||||
/s/ STEVEN W. RICHARDS Steven W. Richards |
Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer) | March 14, 2006 | ||||
/s/ DANIEL L.
FELSENTHAL Daniel L. Felsenthal |
Vice President and Controller (Principal Accounting Officer) | March 14, 2006 | ||||
/s/ ROBERT E. KLATELL Robert E. Klatell |
Chairman of the Board | March 14, 2006 | ||||
/s/ THOMAS T. EDMAN Thomas T. Edman |
Director | March 14, 2006 | ||||
/s/ JAMES K. BASS James K. Bass |
Director | March 14, 2006 | ||||
/s/ RICHARD P. BECK Richard P. Beck |
Director | March 14, 2006 | ||||
/s/ JOHN G. MAYER John G. Mayer |
Director | March 14, 2006 |
34
Table of Contents
TTM TECHNOLOGIES, INC.
Index to Consolidated Financial Statements and Schedule
F-2 | ||
F-3 | ||
F-4 | ||
F-5 | ||
F-6 | ||
F-7 | ||
F-8 | ||
S-1 | ||
S-2 |
F-1
Table of Contents
Report of Independent Registered Public Accounting
Firm
The Board of Directors and Stockholders
TTM Technologies, Inc:
We have audited managements assessment, included in the
accompanying Managements Report on Internal Control Over
Financial Reporting appearing under Item 9A, that TTM
Technologies, Inc. maintained effective internal control over
financial reporting as of December 31, 2005, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). TTM Technologies, Inc.s
management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on managements
assessment and an opinion on the effectiveness of the
Companys internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that TTM
Technologies, Inc. maintained effective internal control over
financial reporting as of December 31, 2005, is fairly
stated, in all material respects, based on criteria established
in Internal Control Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Also, in our opinion, TTM Technologies, Inc.
maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2005, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of TTM Technologies, Inc. and
subsidiaries as of December 31, 2004 and 2005, and the
related consolidated statements of operations,
stockholders equity, and cash flows for each of the years
in the three-year period ended December 31, 2005, and our
report dated March 6, 2006 expressed an unqualified opinion
on those consolidated financial statements.
/s/ KPMG LLP
Salt Lake City, Utah
March 6, 2006
F-2
Table of Contents
Report of Independent Registered Public Accounting
Firm
The Board of Directors and Stockholders
TTM Technologies, Inc.:
We have audited the accompanying consolidated balance sheets of
TTM Technologies, Inc. and subsidiaries as of December 31,
2004 and 2005, and the related consolidated statements of
operations, stockholders equity, and cash flows for each
of the years in the three-year period ended December 31,
2005. These consolidated financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (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 consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of TTM Technologies, Inc. and subsidiaries as of
December 31, 2004 and 2005, and the results of their
operations and their cash flows for each of the years in the
three-year period ended December 31, 2005, in conformity
with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of TTM Technologies, Inc.s internal control
over financial reporting as of December 31, 2005, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), and our report dated
March 6, 2006 expressed an unqualified opinion on
managements assessment of, and the effective operation of,
internal control over financial reporting.
/s/ KPMG LLP
Salt Lake City, Utah
March 6, 2006
F-3
Table of Contents
TTM TECHNOLOGIES, INC.
Consolidated Balance Sheets
As of December 31, 2004 and 2005
2004 | 2005 | |||||||||
(In thousands) | ||||||||||
Assets | ||||||||||
Current assets:
|
||||||||||
Cash and cash equivalents
|
$ | 43,188 | $ | 61,258 | ||||||
Short-term investments
|
15,350 | 21,100 | ||||||||
Accounts receivable, net of allowances of $4,018 and $4,094,
respectively
|
35,778 | 38,631 | ||||||||
Inventories, net
|
8,993 | 12,564 | ||||||||
Prepaid expenses and other
|
1,048 | 2,261 | ||||||||
Income taxes receivable
|
157 | | ||||||||
Deferred income taxes
|
1,820 | 4,601 | ||||||||
Total current assets
|
106,334 | 140,415 | ||||||||
Property, plant and equipment, at cost:
|
||||||||||
Land
|
4,932 | 4,932 | ||||||||
Machinery and equipment
|
63,387 | 68,624 | ||||||||
Buildings and improvements
|
14,429 | 22,523 | ||||||||
Furniture and fixtures
|
420 | 424 | ||||||||
Automobiles
|
80 | 80 | ||||||||
Construction-in-process
|
9,593 | 1,436 | ||||||||
92,841 | 98,019 | |||||||||
Less accumulated depreciation
|
(40,667 | ) | (46,221 | ) | ||||||
Property, plant and equipment, net
|
52,174 | 51,798 | ||||||||
Other assets:
|
||||||||||
Debt issuance costs, net of accumulated amortization of $402 and
$33, respectively
|
39 | 199 | ||||||||
Deferred income taxes
|
1,051 | 6,834 | ||||||||
Goodwill
|
63,153 | 63,153 | ||||||||
Definite-lived intangibles, net of accumulated amortization of
$6,743 and $8,061, respectively
|
11,636 | 10,318 | ||||||||
Deposits and other
|
1,383 | 426 | ||||||||
Total other assets
|
77,262 | 80,930 | ||||||||
$ | 235,770 | 273,143 | ||||||||
Liabilities and Stockholders Equity | ||||||||||
Current liabilities:
|
||||||||||
Accounts payable
|
$ | 9,530 | $ | 11,310 | ||||||
Accrued salaries, wages and benefits
|
11,629 | 9,921 | ||||||||
Accrued contingencies
|
| 3,150 | ||||||||
Other accrued expenses
|
1,189 | 1,642 | ||||||||
Income taxes payable
|
160 | 2,116 | ||||||||
Current portion other long-term liabilities
|
1,181 | 1,052 | ||||||||
Total current liabilities
|
23,689 | 29,191 | ||||||||
Other long-term liabilities, less current portion
|
455 | | ||||||||
Commitments and contingencies (Note 7)
|
||||||||||
Stockholders equity:
|
||||||||||
Common stock, $0.001 par value; 100,000 shares
authorized, 41,014 and 41,311 shares issued and
outstanding, respectively
|
41 | 41 | ||||||||
Additional paid-in capital
|
158,149 | 159,634 | ||||||||
Retained earnings
|
53,436 | 84,277 | ||||||||
Total stockholders equity
|
211,626 | 243,952 | ||||||||
$ | 235,770 | $ | 273,143 | |||||||
See accompanying notes to consolidated financial statements.
F-4
Table of Contents
TTM TECHNOLOGIES, INC.
Consolidated Statements of Operations
For the Years Ended December 31, 2003, 2004 and 2005
2003 | 2004 | 2005 | ||||||||||||
(In thousands, except per share data) | ||||||||||||||
Net sales
|
$ | 180,317 | $ | 240,650 | $ | 240,209 | ||||||||
Cost of goods sold
|
145,694 | 172,103 | 186,453 | |||||||||||
Gross profit
|
34,623 | 68,547 | 53,756 | |||||||||||
Operating expenses:
|
||||||||||||||
Selling and marketing
|
10,858 | 12,032 | 11,977 | |||||||||||
General and administrative
|
11,696 | 13,223 | 14,135 | |||||||||||
Amortization of definite-lived intangibles
|
1,202 | 1,202 | 1,202 | |||||||||||
Restructuring charges
|
649 | 855 | | |||||||||||
Total operating expenses
|
24,405 | 27,312 | 27,314 | |||||||||||
Operating income
|
10,218 | 41,235 | 26,442 | |||||||||||
Other income (expense):
|
||||||||||||||
Interest expense
|
(583 | ) | (367 | ) | (179 | ) | ||||||||
Amortization of debt issuance costs
|
(97 | ) | (148 | ) | (72 | ) | ||||||||
Interest income and other, net
|
352 | 793 | 2,126 | |||||||||||
Total other income (expense), net
|
(328 | ) | 278 | 1,875 | ||||||||||
Income before income taxes and extraordinary item
|
9,890 | 41,513 | 28,317 | |||||||||||
Income tax benefit (provision)
|
(3,901 | ) | (13,183 | ) | 2,524 | |||||||||
Income before extraordinary item
|
5,989 | 28,330 | 30,841 | |||||||||||
Extraordinary gain
|
1,453 | | | |||||||||||
Net income
|
$ | 7,442 | $ | 28,330 | $ | 30,841 | ||||||||
Basic earnings per share:
|
||||||||||||||
Income before extraordinary item
|
$ | 0.15 | $ | 0.69 | $ | 0.75 | ||||||||
Extraordinary gain
|
0.04 | | | |||||||||||
Net income
|
$ | 0.19 | $ | 0.69 | $ | 0.75 | ||||||||
Diluted earnings per share:
|
||||||||||||||
Income before extraordinary item
|
$ | 0.15 | $ | 0.68 | $ | 0.74 | ||||||||
Extraordinary gain
|
0.03 | | | |||||||||||
Net income
|
$ | 0.18 | $ | 0.68 | $ | 0.74 | ||||||||
See accompanying notes to consolidated financial statements.
F-5
Table of Contents
TTM TECHNOLOGIES, INC.
Consolidated Statements of Stockholders Equity
For the Years Ended December 31, 2003, 2004 and 2005
Common Stock | Additional | Deferred | |||||||||||||||||||||||
Paid-In | Retained | Stock-Based | |||||||||||||||||||||||
Shares | Amount | Capital | Earnings | Compensation | Total | ||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||||
Balance, December 31, 2002
|
39,724 | $ | 39 | $ | 149,897 | $ | 17,664 | $ | (174 | ) | $ | 167,426 | |||||||||||||
Amortization of deferred stock-based compensation
|
| | | | 139 | 139 | |||||||||||||||||||
Shares sold in secondary public offering, net of offering costs
|
200 | | 1,724 | | | 1,724 | |||||||||||||||||||
Exercise of common stock options
|
551 | 1 | 1,595 | | | 1,596 | |||||||||||||||||||
Net income
|
| | | 7,442 | | 7,442 | |||||||||||||||||||
Balance, December 31, 2003
|
40,475 | 40 | 153,216 | 25,106 | (35 | ) | 178,327 | ||||||||||||||||||
Amortization of deferred stock-based compensation
|
| | | | 35 | 35 | |||||||||||||||||||
Stock-based compensation
|
| | 96 | | | 96 | |||||||||||||||||||
Exercise of common stock options
|
539 | 1 | 1,787 | | | 1,788 | |||||||||||||||||||
Income tax benefit from options exercised
|
| | 3,050 | | | 3,050 | |||||||||||||||||||
Net income
|
| | | 28,330 | | 28,330 | |||||||||||||||||||
Balance, December 31, 2004
|
41,014 | 41 | 158,149 | 53,436 | | 211,626 | |||||||||||||||||||
Exercise of common stock options
|
297 | | 858 | | | 858 | |||||||||||||||||||
Income tax benefit from options exercised
|
| | 627 | | | 627 | |||||||||||||||||||
Net income
|
| | | 30,841 | | 30,841 | |||||||||||||||||||
Balance, December 31, 2005
|
41,311 | $ | 41 | $ | 159,634 | $ | 84,277 | $ | | $ | 243,952 | ||||||||||||||
See accompanying notes to consolidated financial statements.
F-6
Table of Contents
TTM TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2003, 2004 and 2005
2003 | 2004 | 2005 | ||||||||||||||
(In thousands) | ||||||||||||||||
Cash flows from operating activities:
|
||||||||||||||||
Net income
|
$ | 7,442 | $ | 28,330 | $ | 30,841 | ||||||||||
Adjustments to reconcile net income to net cash provided by
operating activities:
|
||||||||||||||||
Extraordinary gain
|
(1,453 | ) | | | ||||||||||||
Depreciation of property, plant and equipment
|
7,774 | 8,213 | 9,290 | |||||||||||||
Net loss (gain) on sale of property, plant and equipment
|
(92 | ) | | | ||||||||||||
Amortization of definite-lived intangible assets
|
1,260 | 1,319 | 1,318 | |||||||||||||
Amortization of deferred stock-based compensation and
stock-based compensation
|
139 | 131 | | |||||||||||||
Amortization of debt issuance costs
|
97 | 148 | 72 | |||||||||||||
Amortization of premiums and discounts on short-term
investments, net
|
| | (125 | ) | ||||||||||||
Non-cash interest imputed on other long-term liabilities
|
149 | 118 | 64 | |||||||||||||
Non-cash restructuring charge for impairment of building and
equipment
|
446 | 855 | | |||||||||||||
Income tax benefit from stock options exercised
|
| 3,050 | 627 | |||||||||||||
Deferred income taxes
|
4,227 | 9,211 | (8,564 | ) | ||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||||||
Accounts receivable, net
|
(10,050 | ) | (7,259 | ) | (2,853 | ) | ||||||||||
Inventories, net
|
1,939 | (376 | ) | (3,571 | ) | |||||||||||
Prepaid expenses and other
|
2,523 | 81 | (1,213 | ) | ||||||||||||
Income taxes receivable
|
4,400 | 673 | 157 | |||||||||||||
Accounts payable
|
(4,073 | ) | 1,668 | 1,780 | ||||||||||||
Income taxes payable
|
| 160 | 1,956 | |||||||||||||
Accrued contingencies
|
| | 3,150 | |||||||||||||
Accrued salaries, wages and benefits and other accrued expenses
|
3,854 | 2,488 | (1,902 | ) | ||||||||||||
Net cash provided by operating activities
|
18,582 | 48,810 | 31,027 | |||||||||||||
Cash flows from investing activities:
|
||||||||||||||||
Purchase of property, plant and equipment and equipment deposits
|
(6,564 | ) | (17,502 | ) | (7,962 | ) | ||||||||||
Purchase of intangibles
|
(350 | ) | | | ||||||||||||
Purchases of available-for-sale short-term investments
|
(29,904 | ) | (27,050 | ) | (4,300 | ) | ||||||||||
Proceeds from sales of available-for-sale short-term investments
|
30,810 | 28,794 | 17,150 | |||||||||||||
Purchases of held-to-maturity short-term investments
|
(8,508 | ) | (18,967 | ) | (64,615 | ) | ||||||||||
Proceeds from redemptions of held-to-maturity short-term
investments
|
1,000 | 23,975 | 46,140 | |||||||||||||
Proceeds from sale of assets, property, plant and equipment
|
335 | 1,474 | 4 | |||||||||||||
Net cash used in investing activities
|
(13,181 | ) | (9,276 | ) | (13,583 | ) | ||||||||||
Cash flows from financing activities:
|
||||||||||||||||
Principal payments on long-term debt
|
(2,222 | ) | (7,777 | ) | | |||||||||||
Sale of common stock for cash, net of offering costs
|
1,724 | | | |||||||||||||
Proceeds from exercise of common stock options
|
1,596 | 1,788 | 858 | |||||||||||||
Payment of debt issuance costs
|
(235 | ) | | (232 | ) | |||||||||||
Net cash provided by (used in) financing activities
|
863 | (5,989 | ) | 626 | ||||||||||||
Net increase in cash and cash equivalents
|
6,264 | 33,545 | 18,070 | |||||||||||||
Cash and cash equivalents at beginning of year
|
3,379 | 9,643 | 43,188 | |||||||||||||
Cash and cash equivalents at end of year
|
$ | 9,643 | $ | 43,188 | $ | 61,258 | ||||||||||
Supplemental cash flow disclosures:
|
||||||||||||||||
Cash paid for interest
|
$ | 439 | $ | 248 | $ | 97 | ||||||||||
Cash paid (refunds), net for income taxes
|
(5,705 | ) | 165 | 3,121 |
See accompanying notes to consolidated financial statements.
F-7
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
(Dollars and shares in thousands, except per share data)
(1) | Nature of Operations and Basis of Presentation |
TTM Technologies, Inc. (the Company), formerly
Pacific Circuits, Inc., was incorporated under the laws of the
State of Washington on March 20, 1978 and reincorporated
under the laws of the State of Delaware on August 29, 2005.
In July 1999, Power Circuits, Inc. was acquired, and on
December 26, 2002, Honeywell Advanced Circuits, Inc.,
renamed to TTM Advanced Circuits, Inc., (Advanced
Circuits) was acquired, and both became wholly-owned
subsidiaries of TTM Technologies, Inc. TTM Technologies
International, Inc. was established as a wholly owned subsidiary
of TTM Technologies, Inc. in December 2004. TTM Technologies,
Inc. and its wholly-owned subsidiaries are collectively referred
to as (the Company). The Company is a manufacturer
of complex printed circuit boards used in sophisticated
electronic equipment. The Company sells to a variety of
customers located both within and outside of the United States
of America.
(2) | Summary of Significant Accounting Policies |
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America 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 subsidiaries, Power
Circuits, Inc., TTM Advanced Circuits, Inc. and TTM Technologies
International, Inc. All intercompany accounts and transactions
have been eliminated in consolidation.
Revenue Recognition
The Company recognizes revenue in accordance with Staff
Accounting Bulletin No. 104, Revenue Recognition
(SAB 104). The Company derives its revenue primarily
from the sale of printed circuit boards using customer supplied
engineering and design plans and recognizes revenues when the
criteria of SAB 104 have been met. The criteria to meet
this guideline are: (i) persuasive evidence of a sales
arrangement exists, (ii) the sales terms are fixed and
determinable, (iii) title and risk of loss has transferred,
and (iv) collectibility is reasonably assured
generally when products are shipped to the customer, except in
situations in which title passes upon receipt of the products by
the customer. In this case, revenues are recognized upon
notification that customer receipt has occurred. The Company
does not have customer acceptance provisions, but it does
provide its customers a limited right of return for defective
printed circuit boards. The Company accrues an estimated amount
for sales returns and allowances related to defective printed
circuit boards at the time of sale based on its ability to
estimate sales returns and allowances using historical
information. As of December 31, 2004 and 2005, the reserve
for sales returns and allowances was $3,196 and $3,168,
respectively, which is included as a reduction to accounts
receivable, net. For the years ended December 31, 2003,
2004 and 2005, the provision for sales returns and allowances,
which is recorded as a reduction to net sales, was 1.6%, 1.3%
and 1.6% of gross sales, respectively. Shipping and handling
fees are included as part of net sales. The related freight
costs and supplies associated with shipping products to
customers are included as a component of cost of goods sold.
F-8
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
Cash Equivalents and Short-Term Investments
The Company considers highly liquid investments with
insignificant interest rate risk and original maturities to the
Company of three months or less to be cash equivalents. Cash and
cash equivalents consist primarily of interest-bearing bank
accounts, money market funds and short-term debt securities.
The Company considers highly liquid investments with an
effective maturity to the Company of more than three months and
less than one year to be short-term investments. The Company
defines effective maturity as the shorter of the original
maturity to the Company or the effective maturity as a result of
periodic auction or optional redemption features of certain of
its investments classified as available-for-sale.
Management determines the appropriate classification of
investments at the time of purchase and reevaluates such
designation as of each balance sheet date. Debt securities that
the Company has the ability and intent to hold until maturity
are accounted for as
held-to-maturity
securities and are carried at amortized cost, which approximated
fair market value. Available-for-sale debt securities are
carried at fair value, which approximated cost.
Short-term investments as of December 31, 2004 and 2005
were as follows:
2004 | 2005 | ||||||||
Available-for-sale:
|
|||||||||
Auction and variable rate notes
|
$ | 12,850 | $ | | |||||
Money market funds
|
8,920 | 8,215 | |||||||
21,770 | 8,215 | ||||||||
Held-to-maturity:
|
|||||||||
Corporate bonds and notes
|
7,694 | 27,705 | |||||||
Negotiable bank certificates of deposit
|
| 1,200 | |||||||
U.S. Treasury and federal agency securities
|
28,779 | 34,516 | |||||||
36,473 | 63,421 | ||||||||
Total short-term investments
|
58,243 | 71,636 | |||||||
Amounts classified as cash equivalents
|
42,893 | 50,536 | |||||||
Amounts classified as short-term investments
|
$ | 15,350 | $ | 21,100 | |||||
As of December 31, 2005, $63,421 of
held-to-maturity debt
securities had contractual maturities of less than one year and
there were no available-for-sale debt securities.
For each of the years ended December 31, 2003, 2004 and
2005 realized gains and losses upon the sale of
available-for-sale investments were insignificant. Unrealized
gains and losses on available-for-sale investments are
insignificant for all periods and accordingly have not been
recorded as a component of other comprehensive income. The
specific identification method is used to compute the realized
gains and losses on debt investments.
The Company regularly monitors and evaluates the realizable
value of its investments. When assessing investments for
other-than-temporary declines in value, the Company considers
such factors as, among other things, how significant the decline
in value is as a percentage of the original cost, how long the
market value of the investment has been less than its original
cost, the collateral supporting the investments, insurance
policies which protect the Companys investment position,
the interval between auction periods, whether or not there have
been any failed auctions, and the credit rating issued for the
securities by one or more of the major credit rating agencies.
F-9
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
Inventories
Inventories are stated at the lower of cost (determined on a
first-in, first-out
basis) or market. Provision is made to reduce excess and
obsolete inventories to their estimated net realizable value.
Inventories as of December 31, 2004 and 2005 consist of the
following:
2004 | 2005 | |||||||
Raw materials
|
$ | 2,791 | $ | 3,842 | ||||
Work-in-process
|
4,542 | 7,407 | ||||||
Finished goods
|
1,660 | 1,315 | ||||||
$ | 8,993 | $ | 12,564 | |||||
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:
Buildings and improvements
|
10-40 years | |||
Machinery and equipment
|
3-10 years | |||
Furniture and fixtures
|
3-7 years | |||
Automobiles
|
5 years |
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.
Debt Issuance Costs
Debt issuance costs are amortized to expense over the period of
the underlying senior credit facility using the effective
interest rate method, adjusted to give effect to any early
repayments. During 2004, the Company prepaid indebtedness and
wrote off $55 of unamortized debt issuance costs. During 2005,
the Company entered into a new credit agreement and incurred
debt issuance costs of $232.
Goodwill
The Companys goodwill resulted from its acquisition of
Power Circuits in July 1999. The Company has three reporting
units consistent with the nature of its operations, however, all
of its goodwill is allocated to one reporting unit. Goodwill is
no longer amortized but is tested for impairment annually or
more often if events or circumstances indicate a potential
impairment exists. Goodwill is tested for impairment using a
two-step process. The first step of the goodwill impairment
test, used to identify potential impairment, compares the
estimated fair value of the reporting unit containing goodwill
with the related carrying amount. If the estimated fair value of
the reporting unit exceeds its carrying amount, the reporting
units goodwill is not considered to be impaired and the
second step of the impairment test is unnecessary. If the
reporting units carrying amount exceeds its estimated fair
value, the second step test must be performed to measure the
amount of the goodwill impairment loss, if any. The second step
of the goodwill impairment test compares the implied fair value
of the reporting units goodwill, determined in the same
manner as the amount of goodwill recognized in a business
combination, with the carrying amount of such goodwill. If the
carrying amount of the reporting units goodwill exceeds
the implied fair value of that goodwill, an impairment loss is
recognized in an amount equal to that excess.
F-10
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
The fair value of the Companys Power Circuits reporting
unit was determined using a combination of the income approach
and the market approach. Under the income approach, the fair
value of a reporting unit is calculated based on the present
value of estimated future net cash flows. Under the market
approach, fair value is estimated based on market multiples of
earnings or similar measures for comparable companies and market
transactions, when available.
Based on the results of its first step impairment tests, the
Company determined that no impairment of goodwill existed as of
December 31, 2003, 2004 and 2005. However, future goodwill
impairment tests could result in a charge to earnings. The
Company will continue to evaluate goodwill on an annual basis as
of the end of the fourth quarter and whenever events and changes
in circumstances indicate that there may be a potential
impairment.
Definite-lived Intangibles
Definite-lived intangibles as of December 31, 2004 and 2005
consist of the following:
2004 | 2005 | |||||||
Strategic customer relationships
|
$ | 18,029 | $ | 18,029 | ||||
Licensing agreement
|
350 | 350 | ||||||
18,379 | 18,379 | |||||||
Less accumulated amortization
|
(6,743 | ) | (8,061 | ) | ||||
Definite-lived intangibles, net
|
$ | 11,636 | $ | 10,318 | ||||
Strategic customer relationships are being amortized using the
straight-line method over 15 years, and the licensing
agreement for a manufacturing process is being amortized using
the straight-line method over 3 years. Amortization expense
was $1,260, $1,319 and $1,318 in 2003, 2004 and 2005,
respectively. Estimated aggregate amortization for
definite-lived intangible assets for the next five years is as
follows: 2006-$1,260; 2007-$1,202; 2008-$1,202; 2009-$1,202 and
2010-$1,202.
Impairment of Long-lived Assets
Long-lived tangible assets and definite lived intangible assets
are reviewed for impairment whenever events or changes in
circumstances indicate that the book value of the asset or asset
groups may not be recoverable. The Company evaluates, at each
balance sheet date, whether events and circumstances have
occurred that indicate possible impairment. The Company uses an
estimate of the future undiscounted net cash flows of the
related asset or asset group over the remaining life in
measuring whether the assets are recoverable. Measurement of the
amount of impairment, if any, is based upon the difference
between the assets carrying value and estimated fair value.
When assets are classified as held for sale, the carrying value
of these assets is compared to the estimated fair value, less
the cost to sell, to determine if recognition of an impairment
is required.
Judgments and assumptions are inherent in the Companys
estimate of undiscounted future cash flows used to determine
recoverability of an asset and the estimate of an assets
fair value used to calculate the amount of impairment to
recognize. The use of alternate judgments and assumptions could
result in the recognition of different levels of impairment
charges in the financial statements.
F-11
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
Self Insurance
The Company is primarily self insured for group health insurance
benefits provided to employees and purchases insurance to
protect against annual claims per individual in excess of $100
and at the aggregate level, which varies with the number of
employees and the health plans they select. Self insurance
liabilities are estimated for claims incurred but not paid using
historical information provided by our insurance carrier and
other professionals. The Company accrued $2,429 and $2,986 for
self insurance liabilities at December 31, 2004 and 2005,
respectively, and these amounts are reflected within accrued
salaries, wages and benefits in the accompanying
December 31, 2004 and 2005 consolidated balance sheets.
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 statement and
income tax basis of assets and liabilities using enacted tax
rates expected to apply when differences are expected to be
settled or realized. Deferred tax assets are reviewed for
recoverability and the Company records a valuation allowance to
reduce its deferred tax assets when it is more likely than not
that all or some portion of the deferred tax assets will not be
realized.
Earnings Per Share
Basic earnings per common share (Basic EPS) excludes
dilution and is computed by dividing net income by the weighted
average number of common shares outstanding during the period.
Diluted earnings per common share (Diluted EPS)
reflect 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
years ended December 31, 2003, 2004 and 2005:
2003 | 2004 | 2005 | ||||||||||||||||||||||||||||||||||
Net Income | Shares | Per Share | Net Income | Shares | Per Share | Net Income | Shares | Per Share | ||||||||||||||||||||||||||||
Basic EPS
|
$ | 7,442 | 39,993 | $ | 0.19 | $ | 28,330 | 40,780 | $ | 0.69 | $ | 30,841 | 41,232 | $ | 0.75 | |||||||||||||||||||||
Effect of options and warrants
|
1,130 | 1,088 | 538 | |||||||||||||||||||||||||||||||||
Diluted EPS
|
$ | 7,442 | 41,123 | $ | 0.18 | $ | 28,330 | 41,868 | $ | 0.68 | $ | 30,841 | 41,770 | $ | 0.74 | |||||||||||||||||||||
Stock options to purchase 381, 1,150 and 1,759 shares
of common stock for the years ended December 31, 2003, 2004
and 2005, respectively, were not considered in calculating
Diluted EPS because the effect would be anti-dilutive.
F-12
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
Stock-Based Compensation
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 SFAS No. 123. Had
compensation cost been determined in accordance with
SFAS No. 123, the Companys net income and
earnings per share for the years ended December 31, 2003,
2004 and 2005, would have been changed to the following pro
forma amounts:
2003 | 2004 | 2005 | |||||||||||
Net income:
|
|||||||||||||
As reported
|
$ | 7,442 | $ | 28,330 | $ | 30,841 | |||||||
Add: Stock-based compensation expense
|
139 | 131 | | ||||||||||
Deduct: Total stock-based compensation expense determined under
fair value based method for all awards, net of related tax
effects
|
(2,482 | ) | (4,249 | ) | (8,872 | ) | |||||||
Pro forma net income
|
$ | 5,099 | $ | 24,212 | $ | 21,969 | |||||||
Basic earnings per share:
|
|||||||||||||
As reported
|
$ | 0.19 | $ | 0.69 | $ | 0.75 | |||||||
Pro forma
|
0.13 | 0.59 | 0.53 | ||||||||||
Diluted earnings per share:
|
|||||||||||||
As reported
|
0.18 | 0.68 | 0.74 | ||||||||||
Pro forma
|
0.12 | 0.58 | 0.53 |
For pro forma disclosure purposes, the estimated fair value of
each option is amortized over the vesting term of the respective
option and is determined on the date of grant using the
Black-Scholes option-pricing model. The following weighted
average assumptions were used for the grants during 2003, 2004
and 2005:
2003 | 2004 | 2005 | ||||||||||
Expected dividend yield
|
| % | | % | | % | ||||||
Risk-free rate
|
3.1 | % | 3.4 | % | 4.0 | % | ||||||
Expected life in years
|
5.0 | 5.0 | 4.5 | |||||||||
Expected volatility
|
109 | % | 100 | % | 80 | % |
The weighted average per share fair value of options granted was
$9.24, $7.58 and $5.14 for options granted in 2003, 2004 and
2005, respectively.
Significant Customers
The Companys customers include both original equipment
manufacturers (OEMs) and electronic manufacturing
services companies (EMS companies). The
Companys OEM customers often direct a significant portion
of their purchases through EMS companies.
For the year ended December 31, 2003, two customers
accounted for 22% and 14% of the Companys net sales. For
the year ended December 31, 2004, two customers accounted
for 29% and 17% of the Companys net sales. For the year
ended December 31, 2005, two customers accounted for 29%
and 17% of the Companys net sales. Sales to our 10 largest
customers were 64%, 65% and 66% of net sales for the years ended
December 31, 2003, 2004 and 2005, respectively. The loss of
one or more major customers or a decline in sales to the
Companys major customers would have a material adverse
effect on the Companys financial condition and results of
operations.
F-13
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
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, and some of which are
located outside the United States. The Company performs ongoing
credit evaluations of customers and does not require collateral.
The Company makes judgments as to its ability to collect
outstanding trade receivables when collection becomes doubtful.
Provisions are made based upon a specific review of significant
outstanding invoices, historical collection experience and
current economic trends.
For the purposes of evaluating collection risk, the Company
considers the credit risk profile of the entity from which the
receivable is due. As of December 31, 2004, five customers
in the aggregate accounted for 66% of total accounts receivable.
As of December 31, 2005, five customers in the aggregate
account for 57% of total accounts receivable. If one or more of
the Companys significant customers were to become
insolvent or were otherwise unable to pay for the manufacturing
services provided, it would have a material adverse effect on
the Companys financial condition and result of operations.
Conditional Asset Retirement Obligations
The Company adopted Financial Accounting Standards Board
Interpretation No. 47, Accounting for Conditional
Asset Retirement Obligations (FIN No. 47)
on December 31, 2005. The Company identified a conditional
retirement obligation at its Redmond, Washington facility
related to potentially removing an underground wastewater
pipeline which runs between two of its owned buildings. The
activities related to changes in the conditional retirement
obligation are insignificant for all periods presented.
Other Comprehensive Income
Comprehensive income is defined as the change in equity of a
business enterprise during a period from transactions and other
events and circumstances from non-owner sources, including
unrealized gains and losses on available-for-sale marketable
securities. Unrealized gains and losses on available-for-sale
securities are immaterial for all periods presented.
Recent Accounting Pronouncements
In November 2005, the Financial Accounting Standards Board
(FASB) issued FASB Staff Position
(FSP) 115-1,
which addresses the determination as to when an investment is
considered impaired, whether that impairment is
other-than-temporary, and the measurement of an impairment loss.
This FSP also includes accounting considerations subsequent to
the recognition of an other-than-temporary impairment and
requires certain disclosures about unrealized losses that have
not been recognized as other-than-temporary impairments. The
guidance in this FSP amends FASB Statement No. 115,
Accounting for Certain Investments in Debt and Equity
Securities and APB Opinion No. 18, The Equity
Method of Accounting for Investments in Common Stock. The
guidance in
FSP 115-1 shall be
applied to reporting periods beginning after December 15,
2005. The Company is required to adopt
FSP 115-1
beginning January 1, 2006. The Company is currently
evaluating the effect that the adoption of
FSP 115-1 will
have on its consolidated results of operations and financial
condition but does not expect it to have a material impact.
In May 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections
(SFAS 154), which replaces Accounting
Principles Board Opinions No. 20 Accounting
Changes and SFAS No. 3, Reporting
Accounting Changes in Interim Financial Statements
An Amendment of APB Opinion No. 28. SFAS 154
provides guidance on the accounting for and reporting of
accounting changes and error corrections. It establishes
retrospective application, or the latest practicable date, as
the required method for reporting a change in accounting
principle and the reporting of a correction of an error.
SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after
December 15,
F-14
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
2005. The Company is required to adopt SFAS No. 154
beginning January 1, 2006. The Company is currently
evaluating the effect that the adoption of SFAS 154 will
have on its consolidated results of operations and financial
condition but does not expect it to have a material impact.
In December 2004, the FASB issued SFAS No. 123
(revised 2004), Share-Based Payment
(SFAS 123R), which replaces
SFAS No. 123, Accounting for Stock-Based
Compensation, (SFAS 123) and supercedes
APB Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS 123R requires all share-based
payments to employees, including grants of employee stock
options, to be recognized in the financial statements based on
their fair values beginning with the first fiscal year beginning
after June 15, 2005, with early adoption encouraged. The
pro forma disclosures previously permitted under SFAS 123
no longer will be an alternative to financial statement
recognition. The Company is required to adopt SFAS 123R
beginning January 1, 2006. Under SFAS 123R, the
Company must determine the appropriate fair value model to be
used for valuing share-based payments, the amortization method
for compensation cost and the transition method to be used at
date of adoption. The transition methods include prospective and
retroactive adoption options. The Company will utilize the
Black-Scholes option-pricing model as its fair value model, will
use the straight-line method to amortize compensation cost and
will use the prospective method, which requires that
compensation expense be recorded for all unvested stock options
at the beginning of the first quarter of adoption of
SFAS 123R. The Company has evaluated the requirements of
SFAS 123R and expects that the adoption of SFAS 123R
will require the Company to expense approximately $900 in 2006
for unvested stock options outstanding on January 1, 2006,
which would previously have been presented in a pro forma
footnote disclosure. In addition, SFAS 123R will require
the Company to reflect the tax savings resulting from tax
deductions in excess of expense reflected in its financial
statements as a financing cash flow, which will impact the
Companys future reported cash flows from operating
activities.
In November 2004, the FASB issued SFAS No. 151,
Inventory Costs An Amendment of ARB
No. 43, Chapter 4 (SFAS 151).
SFAS 151 amends the guidance in ARB No. 43,
Chapter 4, Inventory Pricing, to clarify the
accounting for abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage). Among
other provisions, the new rule requires that items such as idle
facility expense, excessive spoilage, double freight, and
rehandling costs be recognized as current-period charges
regardless of whether they meet the criterion of so
abnormal as stated in ARB No. 43. Additionally,
SFAS 151 requires that the allocation of fixed production
overheads to the costs of conversion be based on the normal
capacity of the production facilities. SFAS 151 is
effective for fiscal years beginning after June 15, 2005
and is required to be adopted by the Company beginning on
January 1, 2006. The Company has determined that its
adoption of SFAS 151 will not have a material impact on its
consolidated results of operations and financial condition.
Fair Value of Financial Instruments
The carrying amounts of assets and liabilities as reported on
the balance sheets at December 31, 2004 and 2005, which
qualify as financial instruments, approximate fair value.
(3) | Restructuring Charges |
During the first quarter of 2003, a $203 restructuring charge
was taken for severance and other exit charges primarily in
connection with the lay off of 45 employees at the
Companys Redmond, Washington facility.
During 2002, the Company designated building and equipment with
a remaining net book value of $2,797 as assets held for sale.
During 2003, the Company reviewed the fair value of the
remaining assets held for sale for possible impairment and
recorded an additional impairment charge of $446. At
December 31, 2003, the carrying value of the remaining
assets held for sale was $2,308. During the second fiscal
quarter of 2004, the Company recorded an asset impairment of
$855 to the building held for sale based upon the status of
F-15
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
negotiations with the lessor of the related land lease to
purchase the building and cancel the land lease. On
July 30, 2004, the Company entered into a Purchase and Sale
agreement with the Port of Skagit County, a Washington municipal
corporation (Port), to sell its building located in
Burlington, Washington on land leased from the Port and to
cancel the related lease between the Port and the Company for
total consideration of $1,575, before direct selling costs of
$175. The transaction closed in October 2004. There were no
restructuring activities in 2005.
The chart below shows the additions to and utilization of the
accrued restructuring charges during the year ended
December 31, 2004.
Severance | Other Exit Charges | Impairment Charge | Total | |||||||||||||
Accrued at December 31, 2003
|
$ | | $ | 90 | $ | | $ | 90 | ||||||||
2004 Charge
|
| | 855 | 855 | ||||||||||||
Utilization
|
| (90 | ) | (855 | ) | (945 | ) | |||||||||
Accrued at December 31, 2004
|
$ | | $ | | $ | | $ | | ||||||||
(4) | Credit Agreement |
During 2005, the Company entered into a credit agreement with
Wachovia Bank, Comerica Bank and Silicon Valley Bank
(Credit Agreement). The Credit Agreement provides
for a $25,000 revolving credit facility and a $5,000 letter of
credit sub-facility, which mature on July 15, 2008. The
Credit Agreement is secured by substantially all the
Companys assets. Borrowings under the Credit Agreement
will bear interest at a floating rate of, at the Companys
option, either LIBOR or an alternate base rate, as defined in
the agreement, plus a spread which is based on grid pricing
determined by the Companys consolidated leverage ratio, as
defined in the Credit Agreement. The rates range between LIBOR
plus 1.00% to 1.75% or the alternate base rate plus 0.00% to
0.50%. The Company is subject to financial covenants, including
a minimum fixed charge coverage ratio and a maximum leverage
ratio. At December 31, 2005 the Company was in compliance
with these covenants. The Credit Agreement also contains
customary limitations including, but not limited to, limitations
on dividends, stock redemptions, limitations on indebtedness and
transactions with affiliates. At December 31, 2005, the
Company had no outstandings and had available borrowing capacity
under the Credit Agreement of $25,000. The Company has a
one-time option to increase the size of its revolving credit
facility to $50,000 provided that no default or event of default
exists, as those terms are defined in the Credit Agreement. The
Company pays a quarterly commitment fee ranging from 0.20% to
0.35% on the unused revolving commitment amount.
(5) | Common Stock Transactions |
Secondary Offering
The Company completed a secondary offering in September 2003 and
sold a total of 12,650 shares, including the overallotment
option of 1,650 shares, of common stock (200 sold by the
Company and 12,450 shares sold by the selling stockholders)
at a price of $12.00 per share. The Company received net
proceeds of approximately $1,724, after the underwriting
discounts of $0.63 per share and other secondary offering
expenses of approximately $550.
Reincorporation
On August 29, 2005, TTM Technologies, Inc., a Washington
corporation (TTM-Washington), consummated a merger
(the Reincorporation) with and into its wholly owned
subsidiary, TTM Technologies, Inc., a Delaware corporation
(TTM-Delaware). As a result of the Reincorporation,
the Company is now a Delaware corporation.
F-16
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
As provided by the Agreement and Plan of Merger, (i) each
outstanding share of TTM-Washington common stock, no par value
per share, was automatically converted into one share of
TTM-Delaware common stock, par value $0.001 per share, and
(ii) each option to acquire shares of TTM-Washington common
stock outstanding immediately prior to the effective time of the
Merger was converted into and became an equivalent option to
acquire, upon the same terms and conditions, the equal number of
shares of TTM-Delaware common stock (whether or not such option
was then exercisable) and the exercise price per share under
each respective option remained equal to the exercise price per
share immediately prior to the effective time of the Merger at
the time the Reincorporation became effective. Each stock
certificate representing issued and outstanding shares of
TTM-Washington common stock continues to represent the same
number of shares of TTM-Delaware common stock. After the
Reincorporation, the rights of the Companys stockholders
generally will be determined under Delaware corporate law.
The Company has reflected the merger of entities under common
control at historical cost and accordingly, there was no change
to the carrying value of its assets or liabilities. The
applicable components of equity were retroactively adjusted for
all periods presented to present the applicable par value of
common stock and the related additional paid-in capital.
(6) | Income Taxes |
The components of the benefit (provision) for income taxes for
the years ended December 31, 2003, 2004 and 2005 are:
2003 | 2004 | 2005 | ||||||||||||
Current benefit (provision):
|
||||||||||||||
Federal
|
$ | 467 | $ | (2,841 | ) | $ | (5,376 | ) | ||||||
State
|
(141 | ) | (690 | ) | (664 | ) | ||||||||
Total current
|
326 | (3,531 | ) | (6,040 | ) | |||||||||
Deferred benefit (provision):
|
||||||||||||||
Federal
|
(3,733 | ) | (9,900 | ) | 8,886 | |||||||||
State
|
(494 | ) | 248 | (322 | ) | |||||||||
Total deferred
|
(4,227 | ) | (9,652 | ) | 8,564 | |||||||||
Total benefit (provision)
|
$ | (3,901 | ) | $ | (13,183 | ) | $ | 2,524 | ||||||
The following is a reconciliation between the statutory federal
income tax rate and the Companys effective income tax
rates for the years ended December 31, 2003, 2004 and 2005
which are derived by dividing the income tax benefit (provision)
by the income before income taxes and extraordinary item:
2003 | 2004 | 2005 | ||||||||||
Statutory federal income tax rate
|
(34.0 | )% | (34.0 | )% | (34.0 | )% | ||||||
State income taxes, net of federal benefit and state tax credits
|
(4.5 | ) | (4.4 | ) | (2.7 | ) | ||||||
Federal extraterritorial income exclusion and domestic
production activities deduction
|
| 1.3 | 2.2 | |||||||||
Decrease in valuation allowance
|
| 5.0 | 42.3 | |||||||||
Other
|
(0.9 | ) | 0.3 | 1.1 | ||||||||
Total benefit (provision) for income taxes
|
(39.4 | )% | (31.8 | )% | 8.9 | % | ||||||
In 2004, the Company derived a tax benefit and is expecting to
derive a 2005 tax benefit from an exclusion provided under
U.S. income tax laws with respect to certain
extraterritorial income. This exclusion
F-17
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
was repealed as part of the American Jobs Creation Act of 2004
(the Act), which was enacted on October 22,
2004. The Act provides for a phase-out such that the exclusion
the Company otherwise expects to generate in 2005 and 2006 will
be limited to approximately 80% and 60%, respectively. No
exclusion will be available in 2007 and thereafter.
The Act makes a number of other changes to the income tax laws
which will affect the Company in future years, the most
significant of which is a new deduction relating to qualifying
domestic production activities. The deduction equals three
percent of qualifying income for 2005 and 2006, six percent for
2007 through 2009 and nine percent beginning in 2010. The
U.S. Department of the Treasury and Internal Revenue
Service issued proposed regulations on October 19, 2005
which provide comprehensive rules, definitions, and examples to
assist in the implementation of this new deduction. The proposed
regulations are subject to further changes prior to
finalization. The Company has analyzed and continues to analyze
the proposed regulations and has estimated a tax benefit for
2005. Over time, the Company expects that the benefit it derives
from the deduction related to qualifying domestic production
activities will be lower than those derived under the
extraterritorial income exclusion discussed above.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts
used for income tax purposes. The significant components of the
net deferred tax assets as of December 31, 2004 and 2005
are as follows:
2004 | 2005 | ||||||||
Deferred tax assets:
|
|||||||||
Tax goodwill related to recapitalization
|
$ | 16,265 | $ | 14,428 | |||||
Property, plant and equipment basis differences
|
263 | 59 | |||||||
Reserves and accruals
|
3,755 | 4,561 | |||||||
Net operating loss carryforwards
|
1,015 | 299 | |||||||
State tax credits carryforwards, net of federal benefit
|
1,933 | 2,531 | |||||||
Alternative minimum tax credit carryover
|
388 | 39 | |||||||
23,619 | 21,917 | ||||||||
Less valuation allowance
|
(14,504 | ) | (2,531 | ) | |||||
9,115 | 19,386 | ||||||||
Deferred tax liabilities:
|
|||||||||
Goodwill and intangible asset amortization from Power Circuits,
Inc. acquisition
|
(6,244 | ) | (7,951 | ) | |||||
Net deferred income tax assets
|
$ | 2,871 | $ | 11,435 | |||||
Current portion
|
$ | 1,820 | $ | 4,601 | |||||
Long-term portion
|
1,051 | 6,834 |
The primary deferred tax asset, tax goodwill related to
recapitalization, is being amortized over a
15-year period in
accordance with the provisions of the Internal Revenue Code
(Code). As a result of the Companys
recapitalization in 1998, the Company became a
C Corporation and the tax effect of all differences between
the tax reporting and financial reporting bases of the
Companys net assets was recorded as a net deferred tax
asset. The most significant basis difference resulted from a
Code section 338(h)(10) tax election made at the time of
the 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 the former owner in excess of tax basis of
the net assets was recorded as tax-deductible goodwill, even
though no goodwill was reported for financial reporting purposes.
F-18
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
At December 31, 2005 the Companys multiple state net
operating loss carryforwards for income tax purposes were
approximately $9,212. If not utilized, the state net operating
loss carryforwards will begin to expire in 2007. Approximately
$224 of the state tax credit carryforwards will begin to expire
in 2010, with no expirations on the remaining $3,612.
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. The net decreases in the valuation allowance during
the years ended December 31, 2004 and 2005 were due
primarily to improving pre-tax income, which allowed the Company
to utilize its federal net operating loss in 2004 and
substantial amounts of its multiple state net operating loss
carryforwards in 2004 and 2005, as well as changes to estimates
of future sources of taxable income. The reduction in valuation
allowance in 2005 occurred during the fourth quarter given the
additional positive evidence from continued historical earnings
and expectations of future earnings which was sufficient for us
to conclude that it was more likely than not that most of our
deferred income tax assets will be realized.
At December 31, 2005, the Company has determined that a
valuation allowance is necessary for its state tax credit
carryforwards that are not more likely than not to be realized
based on estimates of sources of taxable income and ability to
generate new credits. It is possible that the Companys
estimates could change in the near term and it may become
necessary to record either a full or partial decrease or
increase to the valuation allowance in future periods, which
would either positively or negatively affect the Companys
results of operations, respectively.
(7) | Commitments and Contingencies |
Operating Leases
The Company leases a sales office and equipment under
noncancellable operating leases. As of December 31, 2005,
future minimum lease payments totaled $301 and were due as
follows: 2006-$176;
2007-$74; and
2008-$51.
Total rent expense for the years ended December 31, 2003,
2004 and 2005 was approximately $281, $352 and $254,
respectively.
Legal Matters
During 2001, the Company was advised that it has been added as a
defendant in a patent infringement lawsuit filed in the
U.S. District Court for the District of Arizona by Lemelson
Medical, Education and Research Foundation, Limited Partnership.
The suit alleges that the Company has infringed certain
machine vision and other patents owned by the
plaintiff and seeks injunctive relief, unspecified damages for
the alleged infringements and payment of the plaintiffs
attorneys fees. In March 2002, the lawsuit was stayed
pending the outcome of Symbol Technologies,
et al. v. Lemelson in the U.S. District Court
for the District Court of Nevada, in which a declaratory relief
suit filed by certain manufacturers challenged the validity,
enforceability and infringement of Lemelsons bar
code and machine vision patents. As a result
of the stay, we have not filed an answer to the complaint nor
has any discovery been conducted. In January 2004, the Nevada
court found the Lemelson patents, including those patents
asserted by the Lemelson Foundation against us in the Arizona
case, to be invalid, not infringed and unenforceable. The
Lemelson Foundation has the right to appeal the Nevada
courts judgment. Although the ultimate outcome of this
matter is not currently determinable, management believes the
Company has meritorious defenses to these allegations and, based
in part on the licensing terms offered by the Lemelson
Partnership, does not expect this litigation to materially
impact the Companys results of operations, financial
condition or liquidity. Accordingly, the Company has not
established a reserve. However, there can be no assurance that
the ultimate resolution of this matter will not have a material
adverse effect. Furthermore, there can be no assurance that the
Company will prevail in any such litigation.
F-19
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
The Company is subject to various other legal matters, which it
considers normal for its business activities. While the Company
currently believes that the amount of any ultimate potential
loss for known matters would not be material to the
Companys financial condition, the outcome of these actions
is inherently difficult to predict. In the event of an adverse
outcome, the ultimate potential loss could have a material
adverse effect on the Companys financial condition or
results of operations in a particular period. The Company has
accrued amounts for its loss contingencies which are probable
and estimable at December 31, 2004 and 2005.
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.
Dispute Resolution
From time to time, the Company is involved in various claims and
legal disputes in the normal course of its business. In October
2005, the Company reached an agreement in principle to resolve
an ongoing customer dispute concerning certain printed circuit
boards that were shipped between April 2002 and September 2003.
A definitive agreement was signed in December 2005. The
definitive agreement calls for the Company to pay the customer
$3,150 upon receipt of required documentation from the customer
and contains certain mutual and unilateral covenants. A payment
of $1,265 was made to the customer in January 2006, and the
remaining $1,885 is expected to be paid in 2006. The
Companys insurance carrier agreed to reimburse the Company
approximately $986 toward the cost of this resolution. The
insurance recovery of $986 is recorded in prepaid expenses and
other current assets as of December 31, 2005 and was
collected in January 2006. For the year ended December 31,
2005, approximately $2,219 of expense, which is net of the
insurance recovery, is recorded in general and administrative
expenses.
F-20
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
(8) | Stock-Based Compensation Plans |
The Company has adopted the Management Stock Option Plan (the
Plan). The Plan, as amended in 2000, provides for
issuance of a maximum of 5,600 shares of the Companys
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 ten years from the grant date. The Plan expires on
December 1, 2008. A summary of stock option activity is as
follows:
Weighted Average | |||||||||
Options | Exercise Price | ||||||||
Outstanding at December 31, 2002
|
2,881 | $ | 5.49 | ||||||
Granted
|
1,399 | 11.73 | |||||||
Exercised
|
(551 | ) | 2.90 | ||||||
Forfeited
|
(213 | ) | 5.76 | ||||||
Outstanding at December 31, 2003
|
3,516 | 8.37 | |||||||
Granted
|
72 | 10.03 | |||||||
Exercised
|
(539 | ) | 3.32 | ||||||
Forfeited
|
(204 | ) | 8.96 | ||||||
Outstanding at December 31, 2004
|
2,845 | 9.32 | |||||||
Granted
|
642 | 8.04 | |||||||
Exercised
|
(297 | ) | 2.89 | ||||||
Forfeited
|
(280 | ) | 11.89 | ||||||
Outstanding at December 31, 2005
|
2,910 | $ | 9.45 | ||||||
Exercisable at December 31, 2005
|
2,168 | $ | 10.53 | ||||||
As of December 31, 2005, 2,024, 584 and 20 of the 2,910
options outstanding were originally vesting equally over five
years, four years and three years, respectively from the grant
date. Options to purchase 44 shares were originally
scheduled to vest on the fifth anniversary of the date of grant.
The remaining options to purchase 238 shares were
scheduled to vest on the earlier of the eighth anniversary of
the date of grant or upon the occurrence of certain events,
including a sale of shares by the majority stockholder
(Cliff Vest Options). During 2003 and 2004, as a
result of sales of common stock by the majority stockholders,
all but 94 Cliff Vested Options vested. In December 2004, the
Board of Directors approved the full vesting of the 94 Cliff
Vested Options prior to the scheduled vesting date.
The discretionary acceleration of vesting of the 94 Cliff Vested
Options resulted in a new measurement date for determining
compensation cost. The intrinsic value of the options on the new
measurement date was $811, which is recognized as expense only
if the employees are able to exercise an award that, under the
original terms, would have expired unexercisable. The Company
estimated and recorded $96 of compensation expense in 2004 as an
estimate of those employees that will benefit from the
accelerated vesting. In 2005, one employee benefited from this
acceleration in the amount of $67 of the estimated compensation
expense recorded in 2004.
On June 8, 2005, the Compensation Committee of the Board of
Directors of the Company approved accelerating the vesting of
approximately 986 unvested,
out-of-the-money
stock options awarded to employees, officers and non-employee
directors with an exercise price greater than $10.00. On
September 14, 2005, the Compensation Committee of the Board
of Directors of the Company approved accelerating the
F-21
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
vesting of approximately 211 unvested,
out-of-the-money
stock options awarded to employees, officers and non-employee
directors with exercise prices between $8.00 and $10.00. The
June 2005 and September 2005 accelerated options have exercise
prices ranging from $10.15 to $16.00 and $8.00 to $9.75,
respectively. The closing price of the Companys common
stock on June 8, 2005 and September 14, 2005 was $8.48
and $7.34 per share, respectively. As a result of these
accelerated vestings, the Company remeasured compensation
expense for the accelerated options under APB No. 25. Since
the options for which vestings were accelerated were
out-of-the-money,
no additional compensation expense was recorded.
The Company accelerated these options in advance of the
effective date of, and in anticipation of the earnings effect
of, SFAS No. 123 (revised 2004) Share-Based
Payment (SFAS 123R). The Company expects
the accelerated vesting of these options will enable it to avoid
recognizing future compensation cost associated with the
accelerated stock options upon the adoption of SFAS 123R.
The Company expects the accelerations to reduce the stock option
cost it would otherwise be required to record beginning in 2006
by approximately $8,000, on a pre-tax basis. The accelerated
vesting of these options initially increased 2005 pro forma
stock-based compensation expense, before related tax effects, by
approximately $9,500 and decreased 2005 pro forma net income and
earnings per share, respectively (see Note 2).
A summary of options outstanding and options exercisable as of
December 31, 2005 is as follows:
Options Outstanding | ||||||||||||||||||||
Weighted Average | Options Exercisable | |||||||||||||||||||
Remaining | ||||||||||||||||||||
Number | Contractual Life | Weighted Average | Number | Weighted Average | ||||||||||||||||
Range of Exercise Prices | Outstanding | (Years) | Exercise Price | Exercisable | Exercise Price | |||||||||||||||
$2.63-$4.99
|
789 | 5.3 | $ | 3.00 | 539 | $ | 2.74 | |||||||||||||
$5.00-$9.99
|
717 | 9.1 | 8.03 | 225 | 8.81 | |||||||||||||||
$10.00-$14.99
|
1,084 | 7.7 | 13.15 | 1,084 | 13.15 | |||||||||||||||
$15.00 and over
|
320 | 4.7 | 16.00 | 320 | 16.00 | |||||||||||||||
2,910 | 7.1 | $ | 9.45 | 2,168 | $ | 10.53 | ||||||||||||||
During the year ended December 31, 2000, the Company
granted 268 options with exercise prices of $2.63 per
share, which was less than the fair value of the common stock at
the date of the grant. These grants resulted in deferred
stock-based compensation of $322, which was amortized over the
vesting terms of the options. During the years ended
December 31, 2003 and 2004, the amortization was $139 and
$35, respectively. The deferred stock-based compensation was
fully amortized as of December 31, 2004.
(9) | Employee Benefit Plan |
The Company has a 401(k) savings plan (Plan) under
which all eligible full-time employees may participate and
contribute a percentage of compensation subject to the maximum
allowed by the Code. The Plan provides for a discretionary
matching contribution of a uniform percent of each
participants contribution. However, in applying the
uniform percent, only contributions up to 4% of each
participants compensation shall be considered. The Company
accrued contributions under the Plan and predecessor plans of
$293, $327 and $360 during the years ended December 31,
2003, 2004 and 2005, respectively.
(10) | Related-Party Transactions |
The Company had an agreement with TC Management, L.L.C., TC
Management IV, L.L.C. and Brockway Moran & Partners
Management, L.P. (collectively, the Equity
Sponsors), entities owned by certain of the Companys
stockholders, which obligated the Company to pay these entities
a financial advisory fee of 1.5% of the first $50,000 of the
proceeds or value of any transaction with respect to which the
three entities rendered financial advisory services to the
Company, and 1% of any amount of proceeds or value in
F-22
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
excess of $50,000 until such time as these entities and their
affiliates, on a combined basis, owned less than 25% of the
total outstanding voting capital stock of the Company.
In connection with the secondary offering in September 2003
(Note 5), the Equity Sponsors and their affiliates no
longer owned 25% of the total outstanding voting capital stock
of the Company, and the Company no longer was obligated to pay
the financial advisory fee previously discussed.
In connection with a shelf-offering declared effective in June
2004 and completed in November 2004, the Company incurred $339
of offering related expenses reflected within general and
administrative expense. The Company did not sell shares in this
offering, but incurred these expenses pursuant to a registration
rights agreement between the Equity Sponsors and the Company.
Upon the completion of this offering in November 2004, the
Equity Sponsors no longer had any equity interest in the Company.
(11) | Preferred Stock |
The board of directors has the authority, without action to
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. As of December 31, 2005, no shares of
preferred stock are outstanding.
(12) | Foreign Sales |
Sales representing more than 1% of the Companys net sales
by country for the years ended 2003, 2004 and 2005, are as
follows:
2003 | 2004 | 2005 | |||||||||||
United States
|
$ | 129,638 | $ | 165,237 | $ | 149,020 | |||||||
Malaysia
|
19,985 | 23,782 | 39,794 | ||||||||||
Italy
|
13,530 | 18,863 | 13,399 | ||||||||||
Canada
|
9,214 | 11,977 | 11,818 | ||||||||||
Czech Republic
|
| 6,682 | 10,408 | ||||||||||
Singapore
|
| | 5,208 | ||||||||||
China
|
2,939 | 3,027 | 4,196 | ||||||||||
Other
|
5,011 | 11,082 | 6,366 | ||||||||||
Total
|
$ | 180,317 | $ | 240,650 | $ | 240,209 | |||||||
F-23
Table of Contents
TTM TECHNOLOGIES, INC.
Notes to Consolidated Financial
Statements (Continued)
(13) | Quarterly Financial Information (Unaudited) |
The Company uses a
13-week fiscal quarter
accounting period with the first quarter ending on the Monday
closest to April 1 and the fourth quarter always ending on
December 31. The first and fourth quarters of 2004 and 2005
contained 89 and 94 days, and 95 and 89 days,
respectively.
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Year Ended December 31, 2004:
|
|||||||||||||||||
Net sales
|
$ | 57,696 | $ | 61,595 | $ | 62,195 | $ | 59,164 | |||||||||
Gross profit
|
17,280 | 19,076 | 17,638 | 14,553 | |||||||||||||
Net income
|
6,526 | 6,910 | 8,045 | 6,849 | |||||||||||||
Earnings per share:
|
|||||||||||||||||
Basic
|
$ | 0.16 | $ | 0.17 | $ | 0.20 | $ | 0.17 | |||||||||
Diluted
|
$ | 0.15 | $ | 0.17 | $ | 0.19 | $ | 0.16 | |||||||||
Year Ended December 31, 2005:
|
|||||||||||||||||
Net sales
|
$ | 58,883 | $ | 57,216 | $ | 60,979 | $ | 63,131 | |||||||||
Gross profit
|
13,538 | 11,037 | 14,152 | 15,029 | |||||||||||||
Net income
|
4,460 | 3,272 | 4,061 | 19,048 | |||||||||||||
Earnings per share:
|
|||||||||||||||||
Basic
|
$ | 0.11 | $ | 0.08 | $ | 0.10 | $ | 0.46 | |||||||||
Diluted
|
$ | 0.11 | $ | 0.08 | $ | 0.10 | $ | 0.46 |
F-24
Table of Contents
Report of Independent Registered Public Accounting
Firm
The Board of Directors and Stockholders
TTM Technologies, Inc.:
Under date of March 6, 2006, we reported on the
consolidated balance sheets of TTM Technologies, Inc. and
subsidiaries as of December 31, 2004 and 2005, and the
related consolidated statements of operations,
stockholders equity, and cash flows for each of the years
in the three-year period ended December 31, 2005, which are
included in the TTM Technologies, Inc. Annual Report on
Form 10-K. In
connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated
financial statement schedule in the Annual Report on
Form 10-K. This
financial statement schedule is the responsibility of the
Companys management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
/s/ KPMG LLP
Salt Lake City, Utah
March 6, 2006
S-1
Table of Contents
SCHEDULE II VALUATION AND QUALIFYING
ACCOUNTS
For the Years Ended December 31, 2005, 2004 and 2003
Additions | |||||||||||||||||
Balance at | Charged to | ||||||||||||||||
Beginning | Costs and | Balance at | |||||||||||||||
Description | of Year | Expenses | Deductions | End of Year | |||||||||||||
(In thousands) | |||||||||||||||||
Year ended December 31, 2005
|
|||||||||||||||||
Allowance for doubtful accounts
|
$ | 822 | $ | 316 | $ | (212 | ) | $ | 926 | ||||||||
Allowance for sales credits
|
3,196 | 4,004 | (4,032 | ) | 3,168 | ||||||||||||
Allowance for excess and obsolete inventories
|
883 | 400 | (247 | ) | 1,036 | ||||||||||||
Year ended December 31, 2004
|
|||||||||||||||||
Allowance for doubtful accounts
|
$ | 740 | $ | 279 | $ | (197 | ) | $ | 822 | ||||||||
Allowance for sales credits
|
2,994 | 3,142 | (2,940 | ) | 3,196 | ||||||||||||
Allowance for excess and obsolete inventories
|
1,533 | 315 | (965 | ) | 883 | ||||||||||||
Year ended December 31, 2003
|
|||||||||||||||||
Allowance for doubtful accounts
|
$ | 927 | $ | 262 | $ | (449 | ) | $ | 740 | ||||||||
Allowance for sales credits
|
3,081 | 2,930 | (3,017 | ) | 2,994 | ||||||||||||
Allowance for excess and obsolete inventories
|
3,293 | 649 | (2,409 | )(a) | 1,533 |
(a) | Includes reversal of $692 of reserve established in prior years. |
S-2
Table of Contents
EXHIBIT INDEX
Exhibit | ||||
Number | Exhibits | |||
2 | .1 | Form of Plan of Reorganization(1). | ||
2 | .2 | Stock Purchase Agreement between Honeywell Electronic Materials, Inc. and TTM Technologies, Inc. dated as of December 24, 2002(2) | ||
3 | .1 | Registrants Certificate of Incorporation.(3) | ||
3 | .2 | Registrants Bylaws.(3) | ||
4 | .1 | Form of Registrants common stock certificate.(3) | ||
10 | .1 | Second Amended and Restated Credit Agreement dated as of July 15, 2005 among the Company, the Domestic Subsidiaries of the Company from time to time parties thereto, the Lender Parties thereto, Wachovia Bank, National Association, as Administrative Agent.(4) | ||
10 | .2 | Employment Agreement dated as of December 31, 2005 between the Registrant and Kenton K. Alder. | ||
10 | .3 | Form of Executive Change in Control Severance Agreement and schedule of agreements entered into on December 1, 2005. | ||
10 | .4 | Amended and Restated Management Stock Option Plan.(1) | ||
10 | .5 | Form of Management Stock Option Agreement.(1) | ||
10 | .6 | Form of 2000 Equity Compensation Plan.(1) | ||
10 | .7 | Form of Indemnification Agreement with directors, officers and key employees.(1) | ||
10 | .8 | Statutory Warranty Deeds for Redmond Facility.(1) | ||
21 | .1 | Subsidiaries of the Registrant | ||
23 | .1 | Consent of KPMG LLP, independent registered public accounting firm | ||
31 | .1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. | ||
31 | .2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended. | ||
32 | .1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
32 | .2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) | Incorporated by reference to the Registration Statement on Form S-1 (Registration No. 333-39906) declared effective September 20, 2000. | |
(2) | Incorporated by reference to the Registrants Form 8-K as filed with the Securities and Exchange Commission (the Commission) on December 27, 2002. | |
(3) | Incorporated by reference to the Registrants Form 8-K as filed with the Commission on August 30, 2005. | |
(4) | Incorporated by reference to the Registrants Form 8-K as filed with the Commission on July 21, 2005. |