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Quotes & Info
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| TTMI > SEC Filings for TTMI > Form 10-Q on 11-May-2009 | All Recent SEC Filings |
11-May-2009
Quarterly Report
Quarter Ended
March 30, March 31,
End Markets(1) 2009 2008
Networking/Communications 33 % 42 %
Aerospace/Defense 45 34
Computing/Storage/Peripherals 12 12
Medical/Industrial/Instrumentation/Other 10 12
Total 100 % 100 %
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(1) Sales to EMS companies are classified by the end markets of their OEM customers.
For PCBs, we measure the time sensitivity of our products by tracking the
quick-turn percentage of our work. We define quick-turn orders as those with
delivery times of 10 days or less, which typically captures research and
development, prototype, and new product introduction work, in addition to
unexpected short-term demand among our customers. Generally, we quote prices
after we receive the design specifications and the time and volume requirements
from our customers. Our quick-turn services command a premium price as compared
to standard lead-time products. Quick-turn orders decreased from approximately
12% of PCB revenue in the first quarter of 2008 to 10% of PCB revenue in the
first quarter of 2009 due to higher demand for our standard lead-time and high
technology production services. We also deliver a large percentage of compressed
lead-time work with lead times of 11 to 20 days. We receive a premium price for
this work as well. Purchase orders may be cancelled prior to shipment. We charge
customers a fee, based on percentage completed, if an order is cancelled once it
has entered production.
We derive revenues primarily from the sale of printed circuit boards and
backplane assemblies using customer-supplied engineering and design plans. We
recognize revenues when persuasive evidence of a sales arrangement exists, the
sales terms are fixed and determinable, title and risk of loss have transferred,
and collectibility is reasonably assured - generally when products are shipped
to the customer. Net sales consist of gross sales less an allowance for returns,
which typically has been less than 2% of gross sales. We provide our customers a
limited right of return for defective printed circuit boards and backplane
assemblies. We record an estimated amount for sales returns and allowances at
the time of sale based on historical information.
Cost of goods sold consists of materials, labor, outside services, and overhead
expenses incurred in the manufacture and testing of our products as well as
stock-based compensation expense. Many factors affect our gross margin,
including capacity utilization, product mix, production volume, and yield. We do
not participate in any significant long-term contracts with suppliers, and we
believe there are a number of potential suppliers for the raw materials we use.
Selling and marketing expenses consist primarily of salaries and commissions
paid to our internal sales force and independent sales representatives, salaries
paid to our sales support staff, stock-based compensation expense as well as
costs associated with marketing materials and trade shows. We generally pay
higher commissions to our independent sales representatives for quick-turn work,
which generally has a higher gross profit component than standard lead-time
work.
General and administrative costs primarily include the salaries for executive,
finance, accounting, information technology, facilities and human resources
personnel, as well as insurance expenses, expenses for accounting and legal
assistance, incentive compensation expense, stock-based compensation expense,
and bad debt expense.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated condensed financial statements included in this report have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, net sales and expenses, and related disclosure of
contingent assets and liabilities. Management bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Management has discussed the development,
selection and disclosure of these estimates with the audit committee of our
board of directors. Actual results may differ from these estimates under
different assumptions or conditions.
Accounting policies for which significant judgments and estimates are made
include asset valuation related to bad debts and inventory obsolescence; sales
returns and allowances; impairment of long-lived assets, including goodwill and
intangible assets; realizability of deferred tax assets; and determining
stock-based compensation expense, self-insured reserves, asset retirement
obligations and environmental liabilities.
Allowance for Doubtful Accounts
We provide customary credit terms to our customers and generally do not require
collateral. We perform ongoing credit evaluations of the financial condition of
our customers and maintain an allowance for doubtful accounts based upon
historical collections experience and expected collectibility of accounts. Our
actual bad debts may differ from our estimates.
Inventories
In assessing the realization of inventories, we are required to make judgments
as to future demand requirements and compare these with current and committed
inventory levels. Provision is made to reduce excess and obsolete inventories to
their estimated net realizable value. Our inventory requirements may change
based on our projected customer demand, market conditions, technological and
product life cycle changes, longer or shorter than expected usage periods, and
other factors that could affect the valuation of our inventories. We maintain
certain finished goods inventories near certain key customer locations in
accordance with agreements with those customers. Although this inventory is
typically supported by valid purchase orders, should these customers ultimately
not purchase these inventories, our results of operations and financial
condition would be adversely affected.
Revenue Recognition
We derive revenues primarily from the sale of printed circuit boards and
backplane assemblies using customer-supplied engineering and design plans and
recognize revenues when persuasive evidence of a sales arrangement exists, the
sales terms are fixed and determinable, title and risk of loss have transferred,
and collectibility is reasonably assured - generally when products are shipped
to the customer. We provide our customers a limited right of return for
defective printed circuit boards and backplane assemblies. We accrue an
estimated amount for sales returns and allowances at the time of sale based on
historical information. To the extent actual experience varies from our
historical experience, revisions to these allowances may be required.
Long-lived Assets
We have significant long-lived tangible and intangible assets consisting of
property, plant and equipment, assets held for sale, definite-lived intangibles,
and goodwill. We review these assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of such assets may not be
recoverable. In addition, we perform an impairment test related to goodwill at
least annually. Our goodwill and intangibles are largely attributable to our
acquisitions of other businesses. We have two reporting units, which are also
our operating segments, and both contained goodwill prior to our 2008 annual
impairment testing.
During the fourth quarter 2008, we performed our annual impairment assessment of
goodwill, which requires the use of a fair-value based analysis. We determined
the fair value of our operating segments based on discounted cash flows and
market approach analyses and considered factors such as a weakening economy,
reduced expectations for future cash flows coupled with a decline in the market
price of our stock and market capitalization for a sustained period, as
indicators for potential goodwill impairment. In conjunction with our annual
assessment of goodwill, we also assessed other long-lived assets, specifically
definite-lived intangibles and property, plant and equipment, for potential
impairment given similar impairment indicators. The completion of our impairment
assessment determined that the carrying value of our goodwill and certain
long-lived assets at production facilities exceeded their fair value. As a
result, charges were recorded to adjust goodwill and long-lived assets to their
fair value as of December 31, 2008. There were no events or changes in
circumstances in the first quarter of 2009 to indicate that the carrying amount
of such assets may not be recoverable, with the exception of assets related to
the closure of our Redmond, Washington production facility. We recorded an
additional impairment of certain long-lived assets for our Redmond, Washington
production facility in the amount of $0.3 million as of March 30, 2009.
We use an estimate of the future undiscounted net cash flows in measuring
whether our long-lived tangible assets and definite-lived intangible assets are
recoverable. If forecasts and assumptions used to support the realizability of
our goodwill and other long-lived assets change in the future, significant
impairment charges could result that would adversely affect our results of
operations and financial condition.
Income Taxes
Deferred income tax assets are reviewed for recoverability, and valuation
allowances are provided, when necessary, to reduce deferred tax assets to the
amounts expected to be realized. At March 30, 2009 and December 31, 2008, we had
net deferred income tax assets of $38.4 million and $39.8 million, respectively,
and no valuation allowance. Should our expectations of taxable income change in
future periods, it may be necessary to establish a valuation allowance, which
could affect our results of operations in the period such a determination is
made. In addition, we record income tax provision or benefit during interim
periods at a rate that is based on expected results for the full year. If we
reestablish a valuation allowance subsequent to March 30, 2009, and then
determine that it is more likely than not that some or all of our deferred
income tax assets would be realizable in an amount greater than what already is
recorded, we would reverse all or a portion of valuation allowance in the period
the determination is made. If future changes in market conditions cause actual
results for the year to be more or less favorable than those expected,
adjustments to the effective income tax rate could be required.
Share-Based Awards
We account for stock-based compensation under the provisions of Statement of
Financial Accounting Standards No. 123R, Share-Based Payments, (SFAS 123R).
Under the fair value recognition provisions of SFAS 123R, we recognize
stock-based compensation net of an estimated forfeiture rate and only recognize
compensation cost for those shares expected to vest over the requisite service
period of the award using a straight-line method.
We estimate the value of share-based restricted stock unit awards on the date of
grant using the closing share price. We estimate the value of share-based option
awards on the date of grant using the Black-Scholes option pricing model.
Calculating the fair value of share-based option payment awards requires the
input of highly subjective assumptions, including the expected term of the
share-based payment awards and expected stock price volatility. The expected
term represents the average time that options that vest are expected to be
outstanding. The expected volatility rates are estimated based on a weighted
average of the historical volatilities of our common stock. The assumptions used
in calculating the fair value of share-based payment awards represent our best
estimates, but these estimates involve inherent uncertainties and the
application of our judgment. As a result, if factors change and we use different
assumptions, our stock-based compensation expense could be materially different
in the future. In addition, we are required to estimate the expected forfeiture
rate and only recognize expense for those shares expected to vest. If our actual
forfeiture rate is materially different from our estimate, the stock-based
compensation expense could be significantly different from what we have recorded
in the current period. For the quarters ended March 30, 2009 and March 31, 2008,
share-based compensation expense was $1.1 million and $0.7 million,
respectively, net of tax. At March 30, 2009, total unrecognized estimated
compensation expense related to non-vested stock options was $2.0 million, which
is expected to be recognized over a weighted-average period of 0.7 years. At
March 30, 2009, $6.8 million of total unrecognized compensation cost related to
restricted stock units is expected to be recognized over a weighted-average
period of 1.0 year.
Self Insurance
We are self-insured for group health insurance and worker's compensation
benefits provided to our employees, and we purchase insurance to protect against
claims at the individual and aggregate level. The insurance carrier adjudicates
and processes employee claims and is paid a fee for these services. We reimburse
our insurance carriers for paid claims subject to variable monthly limitations.
We estimate our exposure for claims incurred but not paid at the end of each
reporting period and use historical information supplied by our insurance
carriers and brokers on an annual basis to estimate our liability for these
claims. This liability is subject to an aggregate stop-loss that ranges between
$100,000 and $250,000 per individual. Our actual claims experience may differ
from our estimates.
Asset Retirement Obligations and Environmental Liabilities
We establish liabilities for the costs of asset retirement obligations when a
legal or contractual obligation exists to dispose of or restore an asset upon
its retirement and the timing and cost of such work can be reasonably estimated.
We record such liabilities only when such timing and costs are reasonably
determinable. In addition, we accrue an estimate of the costs of environmental
remediation for work at identified sites where an assessment has indicated it is
probable that cleanup costs are or will be required and may be reasonably
estimated. In making these estimates, we consider information that is currently
available, existing technology, enacted laws and regulations, and our estimates
of the timing of the required remedial actions, and we discount these estimates
at 8%. We also are required to estimate the amount of any probable recoveries,
including insurance recoveries.
Results of Operations
First Quarter 2009 Compared to the First Quarter 2008
There were 89 and 91 days in the first quarters of 2009 and 2008, respectively.
The following table sets forth statement of operations data expressed as a
percentage of net sales for the periods indicated:
Quarter Ended
March 30, March 31,
2009 2008
Net sales 100.0 % 100.0 %
Cost of goods sold 83.7 78.4
Gross profit 16.3 21.6
Operating (income) expenses:
Selling and marketing 4.8 4.4
General and administrative 5.6 4.7
Amortization of definite-lived intangibles 0.6 0.6
Restructuring charges 1.7 -
Impairment of long-lived assets 0.2 -
Metal reclamation - (2.1 )
Total operating expenses 12.9 7.6
Operating income 3.4 14.0
Other income (expense):
Interest expense (1.8 ) (1.1 )
Interest income 0.1 0.1
Other, net (0.1 ) 0.1
Total other expense, net (1.8 ) (0.9 )
Income before income taxes 1.6 13.1
Income tax provision (0.6 ) (4.9 )
Net income 1.0 % 8.2 %
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The Company has two reportable segments: PCB Manufacturing and Backplane Assembly. These reportable segments are managed separately because they distribute and manufacture distinct products with different production processes. PCB Manufacturing fabricates printed circuit boards. Backplane Assembly is a contract manufacturing business that specializes in assembling backplanes into sub-assemblies and other complete electronic devices. PCB Manufacturing customers are either EMS or OEM companies, while Backplane Assembly customers are usually OEMs. Our Backplane Assembly segment includes our Hayward, California and Shanghai, China plants and our Ireland sales and distribution infrastructure. Our PCB Manufacturing segment is composed of eight domestic PCB fabrication plants, and a facility which provides follow on value-added services primarily for one of the PCB Manufacturing plants. The following table compares net sales by reportable segment for the quarter ended March 30, 2009, and March 31, 2008:
Quarter Ended
March 30, March 31,
2009 2008
(In thousands)
Net sales:
PCB Manufacturing $ 132,277 $ 148,705
Backplane Assembly 24,908 32,570
Total sales 157,185 181,275
Inter-company sales (8,188 ) (7,204 )
Total net sales $ 148,997 $ 174,071
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Net Sales
Net sales decreased $25.1 million, or 14.4%, from $174.1 million in the first
quarter 2008 to $149.0 million in the first quarter 2009 due to reduced demand
across nearly all production facilities resulting from a downturn in the global
economy and the shutdown of our Redmond, Washington production facility. The
$25.1 million revenue decline reflects lower demand mainly in our commercial end
markets in both our Backplane Assembly operations and our PCB Manufacturing
facilities. PCB volume declined approximately 26% due to reduced demand while
prices rose approximately 17% due to a shift in production mix toward more high
technology production. Our quick-turn production, which we measure as orders
placed and shipped within 10 days, decreased from 12% of PCB sales in the first
quarter 2008 to 10% of PCB sales in the first quarter 2009. The increasingly
complex nature of our quick-turn work requires more time to manufacture, thereby
extending some of these orders beyond the 10-day delivery window.
Cost of Goods Sold
Cost of goods sold decreased $11.8 million, or 8.6%, from $136.5 million for the
first quarter 2008 to $124.7 million for the first quarter 2009 due primarily to
the decline in PCB volume discussed above. The decrease in cost of goods sold
was mostly driven by lower direct material costs associated with lower
production volume. As a percentage of net sales, cost of goods sold increased
from 78.4% for the first quarter 2008 to 83.7% for the first quarter 2009,
primarily due to lower absorption of fixed costs on lower revenue and costs
related to the shutdown of our Redmond, Washington facility.
Gross Profit
As a result of the foregoing, gross profit decreased $13.3 million, or 35.4%,
from $37.6 million for the first quarter 2008 to $24.3 million for the first
quarter 2009. Our gross margin decreased from 21.6% in the first quarter 2008 to
16.3% in the first quarter 2009. The decrease in our gross margin was due to
lower fixed cost absorption and costs related to the shutdown of our Redmond,
Washington facility.
Selling and Marketing Expenses
Selling and marketing expenses decreased $0.5 million, or 6.5%, from
$7.7 million for the first quarter 2008 to $7.2 million for the first quarter
2009, primarily due to reduced commissions and travel expenses. As a percentage
of net sales, selling and marketing expenses were 4.8% in the first quarter 2009
as compared to 4.4% in the first quarter 2008. The increase in selling and
marketing expense as a percentage of sales was primarily a result of lower
absorption of fixed selling costs and higher commission rates due to the higher
complexity of product sold.
General and Administrative Expenses
General and administrative expenses increased $0.2 million from $8.2 million, or
4.7% of net sales, for the first quarter 2008 to $8.4 million, or 5.6% of net
sales, for the first quarter 2009. The increase in expenses as a percentage of
net sales resulted primarily from higher accounting and stock based compensation
expense offset by lower incentive compensation expense. Professional fees were
higher in the first quarter 2009 due to the timing of year-end expenses.
Amortization of Definite-lived Intangibles
Amortization expense related to definite-lived intangibles remained consistent
at $0.9 million for both the first quarters of 2009 and 2008. The amortization
expense primarily relates to the strategic customer relationship intangibles
acquired in the PCG acquisition in October 2006.
Restructuring Charges
Restructuring charges recorded in the first quarter 2009 related to separation
costs associated with the lay-off of approximately 510 employees, of which 370
employees are related to the closure of the Redmond, Washington production
facility and 140 employees are related to other U.S. facilities. We expect to
incur minimal additional separation or other exit costs related to this
restructuring in the second quarter of 2009.
Impairment of Long-lived Assets
Impairment of long-lived assets in the first quarter 2009 related to the closure
of the Redmond, Washington production facility. We do not expect to incur any
additional impairment charges related to this closure.
Metal Reclamation
During the first quarter 2008, we recognized $3.7 million of income related to a
pricing reconciliation of metal reclamation activity attributable to a single
vendor. As a result of the pricing reconciliation, we discovered that the vendor
had inaccurately compensated us for gold reclamations over the last several
years. While pricing reconciliations of this nature occur periodically, we do
not expect to recognize a similar amount in future periods.
Other Income (Expense)
Other expense increased $1.1 million from $1.6 million in the first quarter 2008
to $2.7 million in the first quarter 2009. The increase is primarily the result
of the implementation of Financial Accounting Standards Board Staff Position APB
14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash
upon Conversion (Including Partial Cash Settlement), (FSP APB 14-1). The
implementation of FSP APB 14-1 increased our convertible senior notes
(Convertible Notes) interest expense by approximately $1.1 million, or
$0.7 million net of tax. Convertible Notes were issued in May 2008.
Income Tax Provision
The provision for income taxes decreased $7.6 million from $8.5 million for the
first quarter 2008 to $0.9 million for the first quarter 2009 due to lower
pretax income. Our effective tax rate was 38.2% in the first quarter 2009 and
37.2% in the first quarter 2008. Our effective tax rate is primarily impacted by
the federal income tax rate, apportioned state income tax rates, utilization of
other credits and deductions available to us, and certain non-deductible items.
Liquidity and Capital Resources
Our principal sources of liquidity have been cash provided by operations, the
issuance of Convertible Notes, and exercises of employee stock options. Our
principal uses of cash have been to meet debt service requirements, finance
capital expenditures, and fund working capital requirements. We anticipate that
servicing debt, funding working capital requirements, financing capital
expenditures, and potential acquisitions will continue to be the principal
demands on our cash in the future.
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