Exhibit 99.2

TTM TECHNOLOGIES, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 17, 2020, pursuant to the terms of the previously announced Equity Interests Purchase Agreement, dated January 20, 2020 (the “Purchase Agreement”), by and among TTM Technologies, Inc. (the “Company”), TTM Technologies China Limited, a wholly-owned subsidiary of the Company and AKMMeadville Electronics (Xiamen) Co., Ltd. (the “Purchaser”), the Company completed the transfer of ownership to the Purchaser of all of the issued and outstanding equity interests of Shanghai Kaiser Electronics Co., Ltd. (“SKE”), Shanghai Meadville Electronics Co., Ltd. (“SME”), Shanghai Meadville Science & Technology Co., Ltd. (“SP”) and Guangzhou Meadville Electronics Co., Ltd. (“GME”) for a base purchase price of $550 million in cash, subject to customary purchase price adjustments (the “Transaction”). The base purchase price does not include certain accounts receivable of the divested business, which is estimated to total approximately $95 million and is expected to be collected during the next three to four months.

The following unaudited pro forma condensed consolidated balance sheet as of December 30, 2019, unaudited pro forma condensed consolidated statement of earnings for each of the fiscal years ended December 30, 2019, December 31, 2018 and January 1, 2018 (collectively, the “Unaudited Pro Forma Condensed Consolidated Financial Statements”), and notes thereto, [have been presented as if the Transaction had occurred on January 2, 2017, the last day of fiscal year 2016.

The Unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and are presented based on information currently available. They are intended for informational purposes only and are not intended to represent the Company’s financial position or results of operations had the Transaction occurred on the date indicated, or to project the Company’s financial performance for any future period.

The Unaudited Pro Forma Condensed Consolidated Financial Statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended December 30, 2019.

The Unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared for illustrative purposes only and are not intended to represent or be indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been achieved had the Company completed the Transaction as of and for the respective periods presented. The adjustments to the Unaudited Pro Forma Condensed Consolidated Financial Statements are based on what the Company believes are reasonable under the circumstances. The pro forma adjustments are preliminary and have been made solely for the purpose of providing the Unaudited Pro Forma Condensed Consolidated Financial Statements.

The Company has made significant assumptions and estimates in preparing the Unaudited Pro Forma Condensed Consolidated Financial Statements. These preliminary estimates and assumptions are subject to change. The final determinations will likely differ from these preliminary estimates and the differences could be material.

As of December 30, 2019
(in thousands)		Historical				Pro Forma Adjustments								Pro Forma
ASSETS
Current assets:
Cash and cash equivalents			400,154				464,664				[a	], [b]			864,818
Accounts receivable, net			503,664				(66	)			[b	]			503,598
Contract assets			288,235				(33,635	)			[b	]			254,600
Inventories			122,019				(8,266	)			[b	]			113,753
Prepaid expenses and other current assets			28,612				(5,269	)			[b	]			23,343
Total current assets			1,342,684				417,428								1,760,112
Property, plant and equipment, net			1,022,929				(344,728	)			[b	]			678,201
Operating lease right-of-use assets			24,156				(1,983	)			[b	]			22,173
Goodwill			774,791				(68,267	)			[b	]			706,524
Definite-lived intangibles, net			332,008				(6,328	)			[b	]			325,680
Deposits and other non-current assets			64,365				(57,274	)			[b	]			7,091
			3,560,933				(61,152	)							3,499,781
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt, including current portion of long-term debt			249,975				—								249,975
Accounts payable			483,566				(153,700	)			[b	]			329,866
Contract liabilities			3,838				—								3,838
Accrued salaries, wages and benefits			98,720				(13,606	)			[b	]			85,114
Other			110,567				(18,085	)			[b	]			92,482
Total current liabilities			946,666				(185,391	)							761,275
Long-term debt, net of discount and issuance costs			1,225,962				—								1,225,962
Operating lease liabilities			16,517				(1,104	)			[b	]			15,413
Other long-term liabilities			92,751				25,138				[b	]			117,889
Total long-term liabilities			1,335,230				24,034								1,359,264
Commitments and contingencies (Note 14)
Equity:
Common stock, $0.001 par value; 300,000 shares authorized,			106				—								106
105,510 and 103,687 shares issued and outstanding at
December 30, 2019 and December 31, 2018, respectively
Additional paid-in capital			814,708				—								814,708
Retained earnings			474,309				100,205				[c	]			574,514
Accumulated other comprehensive loss			(10,086	)			—								(10,086	)
Total stockholders’ equity			1,279,037				100,205								1,379,242
			3,560,933				(61,152	)							3,499,781

 

 

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TTM TECHNOLOGIES, INC.

Unaudited Pro Forma Consolidated Condensed Statements of Operations

For the Year Ended December 30, 2019

(In thousands, except per share data)

 

(in thousands)		Historical				Pro Forma Adjustments (d)								Pro Forma
Net sales		$	2,689,308			$	(556,098	)						$	2,133,210
Cost of goods sold			2,287,625				(531,592	)							1,756,033
Gross profit			401,683				(24,506	)							377,177
Operating expenses:
Selling and marketing			74,011				(4,840	)							69,171
General and administrative			152,096				(4,875	)							147,221
Amortization of definite-lived intangibles			48,474				(2,698	)							45,776
Restructuring charges			6,981				(1,601	)							5,380
Total operating expenses			281,562				(14,014	)							267,548
Operating income from continuing operations			120,121				(10,492	)							109,629
Other income (expense):
Interest expense			(83,234	)			1,147								(82,087	)
Other, net			9,297				(2,513	)							6,784
Total other expense, net			(73,937	)			(1,366	)							(75,303	)
Income from continuing operations before income taxes			46,184				(11,858	)							34,326
Income tax (provision) benefit from continuing operations			(4,883	)			3,119				[e	]			(1,764	)
Net income from continuing operations		$	41,301			$	(8,739	)						$	32,562
Earnings per share from continuing operations:
Basic earnings per share		$	0.39											$	0.31
Diluted earnings per share		$	0.39											$	0.31
Weighted average shares outstanding:
Basic			105,195												105,195
Diluted			106,332												106,332

See accompanying notes to unaudited pro forma consolidated condensed financial statements.

 

 

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TTM TECHNOLOGIES, INC.

Unaudited Pro Forma Consolidated Condensed Statements of Operations

For the Year Ended December 31, 2018

(In thousands, except per share data)

 

(in thousands)		Historical				Pro Forma Adjustments (d)								Pro Forma
Net sales		$	2,847,261			$	(638,774	)						$	2,208,487
Cost of goods sold			2,390,227				(582,471	)							1,807,756
Gross profit			457,034				(56,303	)							400,731
Operating expenses:
Selling and marketing			73,313				(3,231	)							70,082
General and administrative			159,437				(7,464	)							151,973
Amortization of definite-lived intangibles			59,681				(2,698	)							56,983
Restructuring charges			5,518				(858	)							4,660
Total operating expenses			297,949				(14,251	)							283,698
Operating income from continuing operations			159,085				(42,052	)							117,033
Other income (expense):
Interest expense			(78,958	)			3,194								(75,764	)
Other, net			9,641				(5,662	)							3,979
Total other expense, net			(69,317	)			(2,468	)							(71,785	)
Income from continuing operations before income taxes			89,768				(44,520	)							45,248
Income tax benefit from continuing operations			83,816				7,233				[e	]			91,049
Net income from continuing operations		$	173,584			$	(37,287	)						$	136,297
Earnings per share from continuing operations:
Basic earnings per share		$	1.68											$	1.32
Diluted earnings per share		$	1.38											$	1.11
Weighted average shares outstanding:
Basic			103,355												103,355
Diluted			134,036												134,036

See accompanying notes to unaudited pro forma consolidated condensed financial statements.

 

 

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TTM TECHNOLOGIES, INC.

Unaudited Pro Forma Consolidated Condensed Statements of Operations

For the Year Ended January 1, 2018

(In thousands, except per share data)

 

(in thousands)		Historical				Pro Forma Adjustments (d)								Pro Forma
Net sales		$	2,658,592			$	(728,186	)						$	1,930,406
Cost of goods sold			2,229,011				(605,630	)							1,623,381
Gross profit			429,581				(122,556	)							307,025
Operating expenses:
Selling and marketing			65,856				(5,992	)							59,864
General and administrative			126,141				(10,558	)							115,583
Amortization of definite-lived intangibles			23,634				—								23,634
Restructuring charges			1,190				—								1,190
Total operating expenses			216,821				(16,550	)							200,271
Operating income from continuing operations			212,760				(106,006	)							106,754
Other income (expense):
Interest expense			(53,898	)			3,133								(50,765	)
Loss on extinguishment of debt			(768	)			—								(768	)
Other, net			(18,136	)			4,586								(13,550	)
Total other expense, net			(72,802	)			7,719								(65,083	)
Income from continuing operations before income taxes			139,958				(98,287	)							41,671
Income tax (provision) benefit from continuing operations			(15,231	)			15,761				[e	]			530
Net income from continuing operations			124,727				(82,526	)							42,201
Less: Net income from continuing operations attributable to the noncontrolling interest			(513	)			—								(513	)
Net income from continuing operations attributable to TTM Technologies, Inc. stockholders		$	124,214			$	(82,526	)						$	41,688
Earnings per share from continuing operations attributable to TTM Technologies, Inc. stockholders:
Basic earnings per share		$	1.22											$	0.41
Diluted earnings per share		$	1.04											$	0.39
Weighted average shares outstanding:
Basic			101,580												101,580
Diluted			132,476												106,536

* Weighted average shares outstanding for diluted does not include the effect of shares of common stock related to the Convertible Senior Notes, based on the if-converted method, as the impact would be anti-dilutive.

See accompanying notes to unaudited pro forma consolidated condensed financial statements.

 

 

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Additional Financial Information

The following is a summary of the unaudited quarterly pro forma results of operations for fiscal year 2019 (in thousands, except per share data):

 

		For the Quarter Ended
		April 1, 2019				July 1, 2019				September 30, 2019				December 30, 2019
Net sales		$	536,445			$	526,877			$	534,173			$	535,715
Cost of goods sold			437,619				434,029				448,915				435,470
Gross profit			98,826				92,848				85,258				100,245
Operating expenses:
Selling and marketing			17,560				16,898				17,153				17,560
General and administrative			34,566				33,633				37,461				41,560
Amortization of definite-lived intangibles			16,152				10,593				9,500				9,531
Restructuring charges			432				2,732				12				2,204
Total operating expenses			68,710				63,856				64,126				70,855
Operating income from continuing operations			30,116				28,992				21,132				29,390
Other income (expense):
Interest expense			(21,135	)			(20,553	)			(20,423	)			(19,975	)
Other, net			(356	)			3,008				5,875				(1,742	)
Total other expense, net			(21,491	)			(17,545	)			(14,548	)			(21,717	)
Income from continuing operations before income taxes			8,625				11,447				6,584				7,673
Income tax provision from continuing operations			(443	)			(588	)			(338	)			(394	)
Net income from continuing operations		$	8,182			$	10,859			$	6,246			$	7,279
Earnings per share from continuing operations:
Basic earnings per share		$	0.08			$	0.10			$	0.06			$	0.07
Diluted earnings per share		$	0.08			$	0.10			$	0.06			$	0.07
Weighted average shares outstanding:
Basic			104,315				105,470				105,492				105,502
Diluted *			105,614				106,107				106,474				107,135

* Weighted average shares outstanding for diluted does not include the effect of shares of common stock related to the Convertible Senior Notes, based on the if-converted method, as the impact would be anti-dilutive.

 

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TTM TECHNOLOGIES, INC.

Notes to Unaudited Pro Forma Consolidated Condensed Financial Statements

The following adjustments have been reflected in the unaudited pro forma consolidated condensed financial statements:

[a] Reflects estimated net cash proceeds from the Mobility sale of $530.0 million, representing the gross sales price of $550.0 million less estimated transaction costs. The net cash proceeds ultimately recognized may change based on adjustments to transaction costs.

The pro forma adjustment to cash was calculated as follows (in thousands):

 

Estimated proceeds, net of transaction costs		$	530,000
Cash tax, see note [f]			(45,000	)
		$	485,000

[b] Represents the removal of the assets and liabilities related to Mobility from the unaudited Pro Forma Consolidated Balance Sheet.

[c] Represents the estimated after-tax gain on Mobility sale of $100.2 million, which was calculated as follows (in thousands):

 

Estimated proceeds, net of transaction costs		$	530,000
Mobility assets, see note [b]			(546,152	)
Mobility liabilities, see note [b]			186,920
Pre-tax gain on sale of Mobility			170,768
Taxes on the sale of Mobility at blended statutory rate of 41.38%			(70,563	)
After- tax gain on sale of Mobility		$	100,205

The after-tax gain on sale of Mobility ultimately recognized may change based on working capital adjustments to proceeds and adjustments to transaction costs.

[d] Amounts reflect the pro forma effect of eliminating the results of operations of Mobility for the years ended December 30, 2019, December 31, 2018, and January 1, 2018, respectively, from the presentation of continuing operations in these unaudited Pro Forma Consolidated Statements of Operations.

[e] The pro forma income tax benefit (provision) from continuing operations for the years ended December 30, 2019, December 31, 2018, and January 1, 2018, respectively, was computed under the “with-and-without” approach. Under the “with-and-without” approach, the pro forma income tax expense or benefit was determined by excluding the tax effects of tax adjustments solely attributable to the assets and liabilities of Mobility. The pro forma adjustments represent the removal of these amounts for the years ended December 30, 2019, December 31, 2018, and January 1, 2018, respectively, from the unaudited Pro Forma Consolidated Statements of Operations, and the removal of deferred tax liabilities from the unaudited Pro Forma Consolidated Balance Sheet as of December 30, 2019, associated with intangible assets of Mobility.

[f] Represents the cash taxes estimated to be due on the sale including withholding taxes in China on transfer of the equity interests and federal and state taxes in the U.S. as a result of GILTI (global intangible low taxed income) and/or repatriation of the proceeds to the U.S.

 

 

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