UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
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TTM TECHNOLOGIES, INC. |
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(Exact name of registrant as specified in its charter) |
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WASHINGTON |
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91-1033443 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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2630 South Harbor Boulevard, Santa Ana, California 92704 |
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(Address of principal executive offices) |
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(714) 327-3000 |
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(Registrant’s telephone number, including area code) |
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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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes ý No o
Number of shares of common stock, no par value, of registrant outstanding at August 8, 2003: 39,889,287
TABLE OF CONTENTS
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PART I: FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Consolidated Condensed Balance Sheets |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART II: OTHER INFORMATION |
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SIGNATURES |
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2
TTM TECHNOLOGIES, INC.
Consolidated
Condensed Balance Sheets
As of
December 31, 2002 and June 30, 2003
(unaudited)
(In
thousands)
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December 31, |
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June 30, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
18,879 |
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$ |
32,000 |
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Accounts receivable, net of allowances of $4,008 and $4,008, respectively |
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17,913 |
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16,546 |
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Inventories, net |
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10,485 |
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8,073 |
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Prepaid expenses and other |
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3,083 |
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1,120 |
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Asset held for sale |
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2,797 |
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2,786 |
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Income taxes receivable |
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5,230 |
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— |
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Deferred income taxes |
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1,867 |
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1,616 |
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Total current assets |
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60,254 |
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62,141 |
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Property, plant and equipment: |
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Property, plant and equipment, at cost |
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72,948 |
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72,637 |
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Less accumulated depreciation |
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(27,379 |
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(29,863 |
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Property, plant and equipment, net |
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45,569 |
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42,774 |
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Other assets: |
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Debt issuance costs, net |
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49 |
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228 |
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Deferred income taxes |
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14,442 |
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14,918 |
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Goodwill, net |
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63,153 |
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63,153 |
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Intangibles, net of accumulated amortization of $4,164 and $4,765, respectively |
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13,865 |
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13,614 |
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Deposits and other |
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174 |
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573 |
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Total other assets |
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91,683 |
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92,486 |
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$ |
197,506 |
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$ |
197,401 |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Current maturities of long-term debt |
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$ |
2,222 |
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$ |
4,444 |
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Accounts payable |
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12,540 |
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9,807 |
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Accrued salaries, wages and benefits |
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3,773 |
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5,782 |
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Other accrued expenses |
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1,314 |
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1,465 |
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Total current liabilities |
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19,849 |
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21,498 |
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Other long-term liabilities, less current portion |
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2,453 |
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2,233 |
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Long-term debt, less current maturities |
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7,778 |
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5,556 |
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Total long-term liabilities |
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10,231 |
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7,789 |
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Shareholders’ equity: |
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Common stock, no par value; 100,000 shares authorized, 39,724 and 39,869 shares issued and outstanding, respectively |
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149,936 |
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150,317 |
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Retained earnings |
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17,664 |
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17,946 |
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Deferred stock-based compensation |
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(174 |
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(149 |
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Total shareholders’ equity |
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167,426 |
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168,114 |
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$ |
197,506 |
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$ |
197,401 |
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See accompanying notes to consolidated condensed financial statements.
3
TTM TECHNOLOGIES, INC.
Consolidated Condensed
Statements of Operations
For the
Quarter and Two Quarters Ended July 1, 2002 and June 30, 2003
(unaudited)
(In
thousands, except per share data)
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Quarter Ended |
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Two Quarters Ended |
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July 1, 2002 |
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June 30, 2003 |
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July 1, 2002 |
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June 30, 2003 |
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Net sales |
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$ |
23,287 |
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$ |
41,047 |
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$ |
47,021 |
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$ |
80,681 |
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Cost of goods sold |
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21,095 |
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34,601 |
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42,234 |
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69,709 |
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Gross profit |
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2,192 |
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6,446 |
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4,787 |
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10,972 |
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Operating expenses: |
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Selling and marketing |
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1,591 |
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2,644 |
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3,246 |
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5,189 |
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General and administrative |
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1,272 |
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2,766 |
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2,097 |
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5,580 |
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Amortization of intangibles |
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301 |
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301 |
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601 |
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601 |
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Restructuring charges |
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907 |
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— |
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907 |
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203 |
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Total operating expenses |
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4,071 |
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5,711 |
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6,851 |
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11,573 |
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Operating income (loss) |
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(1,879 |
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735 |
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(2,064 |
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(601 |
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Other income (expense): |
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Interest expense |
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(275 |
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(152 |
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(542 |
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(307 |
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