UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2004
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 August 4, 2004: 40,853,050
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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2
TTM
TECHNOLOGIES, INC.
Consolidated Condensed
Balance Sheets
As of December 31, 2003 and June 28,
2004
(unaudited)
(In thousands)
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December 31, |
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June 28, |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
24,237 |
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$ |
34,035 |
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Short-term investments |
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7,508 |
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13,034 |
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Accounts receivable, net of allowances of $3,734 and $4,429, respectively |
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28,519 |
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35,918 |
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Inventories, net |
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8,617 |
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9,409 |
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Prepaid expenses and other |
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1,129 |
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957 |
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Assets held for sale |
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2,308 |
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1,400 |
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Income taxes receivable |
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830 |
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725 |
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Deferred income taxes |
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1,739 |
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1,102 |
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Total current assets |
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74,887 |
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96,580 |
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Property, plant and equipment: |
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Property, plant and equipment, at cost |
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76,614 |
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82,091 |
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Less accumulated depreciation |
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(33,078 |
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(36,995 |
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Property, plant and equipment, net |
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43,536 |
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45,096 |
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Other assets: |
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Debt issuance costs, net |
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187 |
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134 |
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Deferred income taxes |
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10,343 |
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3,665 |
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Goodwill |
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63,153 |
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63,153 |
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Definite-lived intangibles, net of accumulated amortization of $5,424 and $6,083, respectively |
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12,955 |
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12,296 |
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Deposits and other |
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796 |
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1,649 |
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Total other assets |
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87,434 |
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80,897 |
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$ |
205,857 |
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$ |
222,573 |
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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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$ |
4,444 |
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$ |
4,444 |
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Accounts payable |
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7,862 |
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9,447 |
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Accrued salaries, wages and benefits |
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7,964 |
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9,824 |
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Other accrued expenses |
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1,188 |
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1,354 |
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Current portion of other long-term liabilities |
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1,077 |
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1,425 |
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Total current liabilities |
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22,535 |
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26,494 |
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Long-term debt, less current maturities |
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3,333 |
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2,222 |
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Other long-term liabilities, less current portion |
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1,662 |
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855 |
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Total long-term liabilities |
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4,995 |
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3,077 |
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Shareholders’ equity: |
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Common stock, no par value; 100,000 shares authorized, 40,475 and 40,838 shares issued and outstanding, respectively |
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153,256 |
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154,476 |
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Retained earnings |
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25,106 |
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38,542 |
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Deferred stock-based compensation |
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(35 |
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(16 |
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Total shareholders’ equity |
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178,327 |
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193,002 |
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$ |
205,857 |
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$ |
222,573 |
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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
June 30, 2003 and June 28, 2004
(unaudited)
(In thousands, except per share data)
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Quarter Ended |
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Two Quarters Ended |
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June 30, 2003 |
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June 28, 2004 |
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June 30, 2003 |
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June 28, 2004 |
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Net sales |
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$ |
41,047 |
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$ |
61,595 |
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$ |
80,681 |
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$ |
119,291 |
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Cost of goods sold |
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34,601 |
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42,519 |
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69,709 |
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82,935 |
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Gross profit |
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6,446 |
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19,076 |
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10,972 |
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36,356 |
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Operating expenses: |
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Selling and marketing |
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2,644 |
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3,118 |
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5,189 |
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6,159 |
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General and administrative |
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2,766 |
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3,812 |
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