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
For the quarterly period ended September 29, 2003
Commission File Number: 0-31285
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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 November 3, 2003: 40,459,931
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 September 29, 2003
(unaudited)
(In
thousands)
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December 31, |
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September 29, |
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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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$ |
31,314 |
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Accounts receivable, net of allowances of $4,008 and $3,423, respectively |
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17,913 |
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24,904 |
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Inventories, net |
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10,485 |
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8,165 |
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Prepaid expenses and other |
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3,083 |
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719 |
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Asset held for sale |
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2,797 |
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2,785 |
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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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1,399 |
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Total current assets |
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60,254 |
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69,286 |
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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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75,678 |
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Less accumulated depreciation |
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(27,379 |
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(31,714 |
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Property, plant and equipment, net |
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45,569 |
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43,964 |
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Other assets: |
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Debt issuance costs, net |
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49 |
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214 |
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Deferred income taxes |
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14,442 |
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13,826 |
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Goodwill |
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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 $5,094, respectively |
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13,865 |
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13,285 |
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Deposits and other |
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174 |
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515 |
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Total other assets |
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91,683 |
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90,993 |
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$ |
197,506 |
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$ |
204,243 |
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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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9,421 |
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Accrued salaries, wages and benefits |
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3,773 |
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7,852 |
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Other accrued expenses |
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752 |
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1,126 |
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Current portion other long-term liabilities |
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562 |
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877 |
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Total current liabilities |
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19,849 |
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23,720 |
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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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Other long-term liabilities, less current portion |
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2,453 |
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1,966 |
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Total long-term liabilities |
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10,231 |
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7,522 |
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Shareholders’ equity: |
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Common stock, no par value; 100,000 shares authorized, 39,724 and 40,260 shares issued and outstanding, respectively |
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149,936 |
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152,608 |
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Retained earnings |
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17,664 |
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20,451 |
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Deferred stock-based compensation |
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(174 |
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(58 |
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Total shareholders’ equity |
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167,426 |
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173,001 |
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$ |
197,506 |
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$ |
204,243 |
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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 Three Quarters Ended September 30, 2002 and September 29,
2003
(unaudited)
(In
thousands, except per share data)
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Quarter Ended |
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Three Quarters Ended |
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September 30, |
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September 29, |
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September 30, |
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September 29, |
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Net sales |
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$ |
20,557 |
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$ |
45,327 |
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$ |
67,578 |
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$ |
126,008 |
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Cost of goods sold |
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17,456 |
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35,871 |
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59,690 |
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105,580 |
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Gross profit |
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3,101 |
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9,456 |
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7,888 |
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20,428 |
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Operating expenses: |
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Selling and marketing |
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1,534 |
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2,704 |
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4,780 |
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7,893 |
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General and administrative |
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1,713 |
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2,740 |
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3,810 |
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8,320 |
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Amortization of intangibles |
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300 |
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300 |
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901 |
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901 |
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Restructuring charges |
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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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3,547 |
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5,744 |
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10,398 |
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17,317 |
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Operating income (loss) |
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(446 |
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3,712 |
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(2,510 |
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3,111 |
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Other income (expense): |
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Interest expense |
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(266 |
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(144 |
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(808 |
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(451 |
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Amortization of debt issuance costs |
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(10 |
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(32 |
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(31 |
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(71 |
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