Form: 8-K

Current report filing

April 21, 2015

Exhibit 99.1

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Lenders’ Presentation

April 2015


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Transaction and earnings update

• Timing: acquisition expected to close in Q2 2015 after regulatory approvals

• TTM and Viasystems have continued to perform well with strong Q4 2014:

• TTM Q4 2014 update:

– Net sales up 7% Y-o-Y and up 13% sequentially

– Adj. EBITDA up 4% Y-o-Y and up 39% sequentially 1

– Capex declined by $3mm and cash increased by $30mm compared to Q3 2014

• Viasystems Q4 2014 update:

– Net sales up 2% Y-o-Y and up 3% sequentially

– Adj. EBITDA1 up 2% Y-o-Y and up 8% sequentially 1

– Capex declined by $23mm and cash increased by $17mm compared to Q4 2013

• Q1 2015 guidance: TTM expects to be on the high end of previously disclosed guidance

– Net sales of approximately $329mm vs. $292mm in Q1 2014

– Non-GAAP earnings of approximately $0.13 vs. $0.01 in Q1 20142

– Adj. EBITDA of approximately $42mm vs. $29mm in Q1 20142

• Debt financing update: current financing structure of $775mm 1st lien term loan B and $175mm 2nd lien term loan to result in lower pro forma leverage profile of less than 3.4x

– TTM and Viasystems have generated cash and have paid down debt

1 Please refer to Adjusted EBITDA reconciliation in Appendix

2 Reconciliation of Q1 non-GAAP data is not available without unreasonable efforts and thus has not been included herein in compliance with applicable regulations

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Overview of TTM end markets

Core supplier to a wide range of high-end networking products

4G LTE network build out in China

Increasing IP traffic fueling infrastructure spend by service providers

Focus on rapidly growing smart phone segment

Growing business with leading and emerging smart phone manufacturers

Growth in emerging economies

Age and fuel economy driving airline fleet replacement

Defense modernization continues to drive key programs and product development

Approved defense budget restores some visibility and ordering

Significant penetration in tablet segment

Growth in mobile devices and tablets driving PCB complexity

Increasing demand for cloud services driving infrastructure products

Emerging use of advanced technologies in medical segment

Medical – MRI and ultrasound imaging, fluid analysis, laser surgery, patient monitoring

Instrumentation – semiconductor test equipment, network analyzers, GPS

Industrial – power grid controls, robotics, sensors

Growing supplier to automotive and transportation markets

Select consumer products (media devices, cameras)

Networking / Communications Medical / Industrial / InstrumentationNetworking / Communications

Cellular Phone

Aerospace / Defense

Computing / Storage / Peripherals

Other1

2013 PCB TAM

2013 SAM

$4.7

$3.5 $9.6 $2.7 $1.1 $1.8

($ billions) 33% 9%

6%% of TTM’s 2014 net sales

Aerospace / Defense

Source: TTM filings, Prismark Partners and TTM estimates

Note: Total Available Market (“TAM”) represents end-market demand as a whole. Serviceable Available Market (“SAM”) represents those customers within the TAM that TTM can specifically target using existing sales channels

1 Other includes consumer, automotive and transportation markets

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Overview of Viasystems end markets

Extended parts approval process

Stringent quality standards

Significant scale required by volume production

Increasing data / voice / video volume

$189

$151

Source: Prismark; Viasystems provided

1 Sales breakdown between Industrial & Medical unavailable. Industrial & Medical combined comprised 24% of Viasystems’ 2014 net sales ($ billions)

% of Viasystems’ 2014 sales

33%

17%

Server / Data Storage

Enterprise datacenter spending demand

New datacom customers

$104

15%

Industrial

Demand for alternative energy

Opportunity in the automated test equipment market

New customers and cross-selling opportunities

$129

24%1

Medical

Development of increasingly complex medical devices

$96

24%1

Military / Aerospace

Cross-selling opportunities

China production in aerospace

$128

Source: Prismark; Viasystems provided

1 Sales breakdown between Industrial & Medical unavailable. Industrial & Medical combined comprised 24% of Viasystems’ 2014 net sales

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Increases end market diversification

2014 net sales by end market1

 

17 Aerospace/ Defense 13% Automotive 17% Cellular Phone 12% Computing/ Storage/ Peripherals 11% Medical/ Industrial/ Instrumentation 16%

Networking/

 

Communications

 

29% Other 2%

 

Aerospace/

 

Defense

 

11% Automotive 33% Computing/ Storage/ Peripherals 7% Medical/ Industrial/ Instrumentation 24% Networking/ Communications 25%

 

Aerospace/

 

Defense

 

16%

 

Automotive

 

3%

Cellular Phone

 

23%

 

Computing/

 

Storage/

 

Peripherals

 

13% Medical/ Industrial/ Instrumentation 9% Networking/ Communications 33% Other (mostly Consumer) 3%

 

Note: TTM and Viasystems end market breakdown reclassified for illustrative purposes

 

1 Viasystems end market categorization was developed by TTM based on information obtained during the due diligence process. See Slide 12 for historical Viasystems presentation of end markets

Combination reduces impact of seasonality

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7 Generates significant cost savings opportunities

Expected cost savings of $55 million annualized run rate within 12 months following consummation of the merger 1 Cost savings

$mm %

Labor2

Non-labor2

Plant operating efficiencies

Rationalizing overlapping functional areas and shared services

Salesforce realignment

Maximize overhead efficiencies

Avoid duplicative efforts

Service provider contract rationalization

Optimize manufacturing resources

Align assets to maximize efficiency

$22 40%

$20 36%

$13 24%

$55 100%

TOTAL:

1 Costs to achieve estimated at $26mm

2 Excludes labor and/or non-labor savings from any plant operating efficiencies

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TTM Q4 2014 earnings highlights and Q1 2015 guidance

Q4 2014 highlights

($ millions) Net sales

Y-o-Y % growth

Adj. EBITDA1

Y-o-Y % growth

Capex Cash

Q1 2015 guidance

($ millions except EPS) Net sales

Y-o-Y % growth

Adj. EBITDA2

Y-o-Y % growth

Non-GAAP earnings2,3

Y-o-Y % growth

1

2013 Q4

$366.1 58.4 23.1

Q3 $345.3

2.0%

43.6

3.0%

29.5

2014

Q4 $390.9

6.8%

60.5

3.6%

26.2

• Strong net sales

• Adj. EBITDA improvement

• Controlled capex

• Strong cash flow generation

Q1 2014A $291.9

$29.1

$0.01

Previous guidance Q1 2015E $310.0 - 330.0

Not provided

$0.06 - 0.12

New guidance Q1 2015E $329

12.7% $42

44.3%

$0.13

1300%

• New estimates suggest a

~$13mm Y-o-Y improvement in TTM adj. EBITDA

1 Please refer to adjusted EBITDA reconciliation in Appendix; 2 Reconciliation of Q1 non-GAAP data is not available without unreasonable efforts and thus have not been included herein in compliance with applicable regulations; 3 Per diluted share

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Capital expenditure breakdown

FY2012

FY2013

FY2014

Total: $120mm2 Total: $109mm

Total: $65mm

48%

52% 58%

42%

All other capex

Capacity additions / special projects1 Total: $140mm 57% 43% Total: $103mm

All other capex

Investments in advanced technology 41% 59%

Total: $110mm

All other capex

Investments in advanced technology All other capex

Investments in advanced technology

 

All other capex Capacity additions / special projects1 All other capex Capacity additions / special projects1 1 Viasystems special projects include $54mm for 2012 and $23mm for 2013 primarily related to Zhongshan PRC capacity expansion to accept transfer of HZ operation after 3Q12 closure, Guangzhou PRC recovery from 3Q12 fire and Anaheim, CA factory relocation; 2Pro forma for DDi acquisition which includes $11mm of DDi capex during Jan-May 2012; Source: TTM & Viasystems filings; Capex % breakdown provided by TTM & Viasystems

 

49% 51% For FY2014, cash flow capex was $110mm while actual purchases of capex were $70mm

For TTM, there is a 12 – 18 month lag between the procurement (receipt of equipment) and the actual cash flow of capex

TTM will continue to invest in advanced technology, although, not to the extent of FY2012 and FY2013. For FY2015, total cash flow capex is expected to be $100mm of which $45mm is for advanced technology. For FY2015, procurement capex is expected to be $70mm of which $22mm will be investments in advanced technology

Excludes Viasystems capex projections for FY2015

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Sources & uses and pro forma capitalization

Sources & uses ($ millions)

Sources TTM cash Viasystems cash

Equity component of Merger consideration U.S. ABL Facility Asia ABL Facility 1st Lien Term Loan B Facility 2nd Lien Term Loan Facility

$179 72 115 79 0 775 175

$1,396

Uses

Merger consideration1 $362 Repayment of existing Viaystems debt 610 Call premium and accrued interest on Viasystems 2019 notes2 59 Refinance existing TTM debt and accrued interest 275 Refinance existing TTM convertible senior notes due May 2015 32 Estimated fees & expenses3 58

$1,396

1 The equity portion of the Merger Consideration and Merger Consideration were calculated using a stock price of $7.53 as of December 31, 2014; 2Assumes call premium and accrued interest date of May 1, 2015 settlement date (accrued interest calculated from November 1, 2014 through May 1, 2015) 3 Includes legal, accounting, rating agency, financing and other fees and expenses

Existing and pro forma capitalization ($ millions)

Cash & Cash Equivalents

Existing Chinese $90mm RC due Mar-2016 Existing Chinese term loan due Sep-2016 U.S. ABL Facility Asia ABL Facility 1st Lien Term Loan B Facility

Total 1st lien secured debt

Net 1st lien secured debt 2nd Lien Term Loan Facility

Total secured debt

Net secured debt

Existing uncommitted Chinese RC due Dec-2014 Existing 1.75% convert. senior notes due Dec-2020 Existing 3.25% convert. senior notes due May-2015

Total debt

Net debt

Noncontrolling interest Total stockholders equity2 Book capitalization FY 2014 Pro forma Adj. EBITDA1

Actual Pro forma % of pro forma xAdj. EBITDA

1

Dec-14 Dec-14 book cap. w/ cost savings $279 $100

0 - 274 -

- 79

- 0

- 775

274 854 40.4% 2.4x

(5) 754 35.7% 2.1x

- 175

274 1,029 48.7% 2.8x

(5) 929 44.0% 2.6x

0 0 250 250

32 -

556 1,279 60.5% 3.5x

277 1,179 55.8% 3.3x

- 4 0.2% 0.0x 715 831 39.3% 2.3x 1,272 2,114 100.0% 5.8x $362

1 Assumes run rate $55mm of annualized cost savings and excludes costs to achieve such cost savings and taxes. Tax impact expected to be minimal due to existing NOLs. Assumes FY2014 TTM and Viasystems Adjusted EBITDA of $166mm and $141mm, respectively; 2 Pro forma book equity is adjusted for $115mm equity issuance

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