UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 27, 2006

TTM TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		0-31285		91-1033443
(State or Other		(Commission File Number)		(IRS Employer Identification No.)
Jurisdiction of Incorporation)

2630 South Harbor Boulevard, Santa Ana, CA 92704

Registrant’s Telephone Number, Including Area Code: (714) 327-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On October 27, 2006, TTM Technologies, Inc. completed its acquisition of the Printed Circuit Group business unit (“TPCG”) from Tyco International Ltd. TPCG is a leading producer of complex, high performance and specialty printed circuit boards (PCBs) and is one of the major suppliers of military and aerospace PCBs in North America.

Item 9.01. Financial Statements and Exhibits

(a)

Financial Statements of Businesses Acquired.

     The financial information required by this Item 9.01(a) was included in the Company’s Current Report on Form 8-K filed on October 30, 2006.

(b)

Pro Forma Financial Information.

Introduction to Unaudited Pro Forma Condensed Consolidated Financial Information

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of October 2, 2006

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Quarters Ended October 2, 2006

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2005

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information

TTM TECHNOLOGIES, INC.
Index to Pro Forma Condensed Consolidated Financial Information

		Pages
Pro Forma Condensed Consolidated Financial Information:
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Information		F-2
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of October 2, 2006		F-3
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Three Quarters Ended October 2, 2006		F-4
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2005		F-5
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements		F-6 to F-9

INTRODUCTION TO
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION

     On October 27, 2006, TTM Technologies, Inc. (“TTM”) acquired substantially all of the assets of the Printed Circuit Group business unit of Tyco International Ltd. in accordance with the terms of the Stock and Asset Purchase Agreement dated August 2, 2006, by and among Tyco Printed Circuit Group LP, Tyco Electronics Corporation, Raychem International, Tyco Kappa Limited, Tyco Electronics Logistics AG and TTM Printed Circuit Group, Inc. (“Agreement”). TTM Printed Circuit Group, Inc. (f/k/a TTM (Ozarks) Acquisition, Inc.) is a wholly owned subsidiary of TTM Technologies, Inc. The Tyco Printed Circuit Group (TPCG) is a leading producer of complex, high performance and specialty printed circuit boards (PCBs) and is one of the major suppliers of military and aerospace PCBs in North America. The purchase price was $226.6 million in cash, which included a $1 million working capital adjustment. The total cost of the acquisition, including transaction fees and expenses, was approximately $232.2 million.

     The unaudited pro forma condensed consolidated balance sheet gives pro forma effect to the acquisition as if it had occurred on October 2, 2006. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2005 and for the three quarters ended October 2, 2006 assume the acquisition occurred on January 1, 2005. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only, and the pro forma adjustments are based on a preliminary valuation of the estimated fair values of the net assets acquired. Such information is not necessarily indicative of the operating results or financial position that would have occurred as of and for the 2005 and 2006 periods had the acquisition taken place on October 2, 2006 or at the beginning of TTM’s 2005 fiscal year, nor is it indicative of the results that may be expected for future periods.

     TTM’s fiscal year ends December 31, while TPCG’s fiscal year ends on the last Friday in September. For pro forma presentation purposes, TPCG’s historical balance as of June 30, 2006 is combined with TTM’s October 2, 2006 balance sheet, and TPCG’s historical statements of operations for the fiscal year ended September 30, 2005 and three quarters ended June 30, 2006 are combined with TTM’s historical statements of operations for the year ended December 31, 2005 and the three quarters ended October 2, 2006.

     The pro forma condensed consolidated financial information should be read in conjunction with (1) TTM’s consolidated financial statements and related notes filed in TTM’s Annual Report on Form 10-K for the year ended December 31, 2005, (2) TTM’s Quarterly Report on Form 10-Q for the quarterly period ended October 2, 2006 and (3) the combined financial statements of TPCG and related notes included in TTM’s Current Report on Form 8-K dated October 30, 2006.

TTM Technologies, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of October 2, 2006
(In thousands)

		Historical
		TTM				TPCG				Pro forma						Pro forma
		10/2/2006				6/30/2006				Adjustment						Combined
ASSETS
Current assets:
Cash and cash equivalents		$	94,675			$	3,600			$	(37,850	)		(a)		$	60,425
Short term investments			15,616				—				—						15,616
Accounts receivable, net			45,196				79,100				—						124,296
Inventories, net			14,937				51,000				2,495			(a)			68,432
Prepaid expenses and other			2,208				800				—						3,008
Deferred income taxes			4,548				—				—						4,548
Total current assets			177,180				134,500				(35,355	)					276,325
Property, plant and equipment, net			53,084				107,200				(8,134	)		(a)			152,150
Debt issuance costs, net			151				—				5,479			(b)			5,630
Deferred income taxes			3,890				—				—						3,890
Goodwill			63,153				—				51,991			(a)			115,144
Other intangibles, net			9,679				—				9,015			(a)			18,694
Other assets			1,858				1,300				(1,212	)		(a)			1,946
Total assets		$	308,995			$	243,000			$	21,784					$	573,779
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt		$	—			$	—			$	2,000			(b)		$	2,000
Accounts payable			13,709				41,700				—						55,409
Current portion of capital lease obligations			—				700				—						700
Accrued expenses			14,528				19,700				(5,072	)		(a)			29,156
Due to Tyco International			—				1,122,000				(1,116,300	)		(a)			5,700
Income taxes payable			—				200				—						200
Total current liabilities			28,237				1,184,300				(1,119,372	)					93,165
Long-term debt, less current maturities			—				—				198,000			(b)			198,000
Other long-term liabilities			—				6,700				(4,693	)		(a)			2,007
Total liabilities			28,237				1,191,000				(926,065	)					293,172
Common stock			42				—				—						42
Additional paid-in capital			166,549				—				—						166,549
Retained earnings			114,167				—				(151	)		(b)			114,016
Parent deficit			—				(948,000	)			948,000			(a)			—
Total shareholders’ equity			280,758				(948,000	)			947,849						280,607
Total liabilities and shareholders’ equity		$	308,995			$	243,000			$	21,784					$	573,779

See accompanying notes.

TTM Technologies, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Three Quarters Ended October 2, 2006
(In thousands, except per share data)

		Historical
		TTM				TPCG				Pro forma						Pro forma
		10/2/2006				6/30/2006				Adjustments						Combined
Net sales		$	225,136			$	299,800			$	—					$	524,936
Cost of goods sold			159,487				269,700				(4,562	)		(c)			424,625
Gross profit			65,649				30,100				4,562						100,311
Operating expenses:
Selling, general and administrative			21,211				27,000				—						48,211
Charges and allocations from Tyco Int’l.			—				5,300				—						5,300
Restructure and impairment charges			—				1,300				(1,300	)		(c)			—
Loss on sale of PP&E			—				1,100				(1,100	)		(c)			—
Amortization of definite-lived intangibles			901				—				1,160			(d)			2,061
Total operating expense			22,112				34,700				(1,240	)					55,572
Operating income (loss)			43,537				(4,600	)			5,802						44,739
Interest expense Tyco Int’l.			—				(53,600	)			53,600			(e)			—
Interest expense			(83	)			(800	)			(11,820	)		(e)			(12,703	)
Amortization of debt issuance costs			(58	)			—				(738	)		(f)			(796	)
Other income, net			3,464				—				(1,510	)		(g)			1,954
Income (loss) before income taxes			46,860				(59,000	)			45,334						33,194
Income tax provision			16,970				700				(5,866	)		(h)			11,804
Net income (loss)		$	29,890			$	(59,700	)*		$	51,200					$	21,390
Net income  per common share:
Basic		$	0.72													$	0.51
Diluted		$	0.71													$	0.51
Weighted average common shares outstanding:
Basic			41,651														41,651
Diluted			42,265														42,265

*  Represents TPCG’s net loss before cumulative effect of a change in accounting principle of $1.6 million.

See accompanying notes.

TTM Technologies, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2005
(In thousands, except per share data)

		Historical
		TTM				TPCG				Pro forma						Pro forma
		12/31/2005				9/30/2005				Adjustments						Combined
Net sales		$	240,209			$	368,100			$	(23,800	)		(c)		$	584,509
Cost of goods sold			186,453				331,600				(28,100	)		(c)			489,953
Gross profit			53,756				36,500				4,300						94,556
Operating expenses:
Selling, general and administrative			26,112				33,600				(800	)		(c)			58,912
Charges and allocations from Tyco Int’l.			—				7,400				—						7,400
Restructure and impairment charges			—				7,200				(7,200	)		(c)			—
Gain on sale of PP&E			—				(1,200	)			1,200			(c)			—
Amortization of definite-lived intangibles			1,202				—				1,616			(d)			2,818
Total operating expense			27,314				47,000				(5,184	)					69,130
Operating income (loss)			26,442				(10,500	)			9,484						25,426
Interest expense Tyco Int’l.			—				(60,200	)			60,200			(e)			—
Interest expense			(179	)			(1,700	)			(15,900	)		(e)			(17,779	)
Amortization of debt issuance costs			(72	)			—				(1,135	)		(f)			(1,207	)
Other income, net			2,126				—				(1,928	)		(g)			198
Income (loss) before income taxes			28,317				(72,400	)			50,721						6,638
Income tax provision (benefit)			(2,524	)			500				(8,695	)		(h)			(10,719	)
Net income (loss)		$	30,841			$	(72,900	)		$	59,416					$	17,357
Net income  per common share:
Basic		$	0.75													$	0.42
Diluted		$	0.74													$	0.42
Weighted average common shares outstanding:
Basic			41,232														41,232
Diluted			41,770														41,770

See accompanying notes.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
(dollars in thousands)

1. Acquisition

     The purchase price paid to Tyco International, Ltd. for TPCG exceeded the fair value of the net tangible and intangible assets acquired, resulting in goodwill. The following table sets forth the purchase consideration and the preliminary allocation of the purchase consideration.

Cash, including $1,000 working capital adjustment		$	26,600
Direct acquisition costs			5,620
Proceeds paid from issuance of debt			200,000
						$	232,220
Allocation of purchase consideration:
Current assets		$	136,995
Property, plant and equipment			99,066
Definite-lived intangibles			9,015
Goodwill			51,991
Other assets			88
Current liabilities			(62,928	)
Other long-term liabilities			(2,007	)
Net assets acquired						$	232,220

     The acquired definite-lived intangibles consist principally of customer relationship assets.

     The consideration that TTM paid to complete the acquisition of TPCG will be allocated to TPCG’s tangible and intangible assets and liabilities based upon their estimated fair values as of the date of the acquisition. The allocation is dependent upon certain valuation and other studies that have not yet progressed to a stage where there is sufficient information to make a definitive allocation. Additionally, a final determination of the fair value of TPCG’s tangible and intangible assets and liabilities will be based on the actual net tangible and intangible assets of TPCG that existed as of the date of the acquisition. Accordingly, the allocation of the purchase consideration and the related pro forma adjustments are preliminary, subject to future adjustments and have been made solely for the purpose of providing the unaudited pro forma condensed consolidated financial statements.

2. Corporate Expenses and Overhead

     Tyco International, Ltd. allocated expenses to TPCG for certain management and administrative services provided as well as for the use of certain patents and trade names. During the three quarters ended June 30, 2006 and the year ended September 30, 2005, the total service charges from Tyco to TPCG were as follows:

		Three Quarters				Year Ended
		Ended June 30,				September 30,
		2006				2005
Management fees		$	3,900			$	5,500
Royalties and licensing fees			100				300
Administrative fees			1,300				1,600
			5,300				7,400

     In connection with the Purchase Agreement, TTM entered into a transition services agreement with Tyco International, Ltd. whereby Tyco will continue to provide some of the infrastructure services that previously had been provided to TPCG for approximately 60 to 120 days. TTM has agreed to pay approximately $160 per month for services under the transition services agreement.

     TTM believes that it will incur lower costs to provide similar infrastructure services than the amounts Tyco charged TPCG. However, due to the small size of the TPCG business unit relative to Tyco International, Ltd., no services related to independent auditing were charged to TPCG. These services will be necessary in the future. At this time, the Company cannot factually support the amount of net costs that will be eliminated or newly incurred, therefore no pro forma adjustments for these expenses have been made in the accompanying pro forma statements of operations.

3. Pro Forma Adjustments

     The historical consolidated financial statements have been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed consolidated financial information gives effect to the following pro forma adjustments:

(a)

To reflect the adjustments to eliminate certain assets not acquired and certain liabilities not assumed and to record the allocation of the purchase price to the fair value of the net assets acquired as described in Note 1. The components of the pro forma adjustments to balance sheet captions are more specifically described as follows:

Cash and cash equivalents:
Cash paid		$	26,600
Direct acquisition costs paid			5,620
Debt issuance costs (see note b)			5,630
			37,850
Inventories:
Increase to fair value of work-in-process and finished goods for manufacturing profit		$	2,495
Property, plant and equipment:
Assets not acquired		$	(8,134	)
Increase in acquired assets to estimated fair value based on preliminary valuations			—
Net decrease			(8,134	)
Other assets:
Assets not acquired		$	(1,212	)
Accrued liabilities:
Liabilities not assumed		$	(8,472	)
Restructuring accrual (see below)			3,400
			(5,072	)
Due to Tyco International:
Liabilities not assumed		$	1,116,300
Other long-term liabilities:
Liabilities not assumed		$	(4,993	)
Increase in fair value of asset retirement obligations			300
			(4,693	)

In accordance with EITF No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination, the Company will record involuntary employee termination and exit activity liabilities of approximately $3,400 associated with its plan to close the TPCG

Dallas, Oregon, facility, which was announced on December 11, 2006, and terminate certain sales employees. The unaudited pro forma condensed consolidated statements of operations do not reflect the cost of any integration activities or the benefits that may result from synergies that may be derived from any integration activities.

(b)		To reflect the $200,000 of debt borrowings ($2,000 classified as current portion) used to fund a portion of the acquisition and $5,479 of incremental debt issuance costs ($151 of existing debt issuance costs were written off and $5,630 of new debt issuance were incurred).
(c)		To eliminate the operations of certain net assets not acquired in connection with the acquisition, including the elimination of restructuring and impairment charges related to assets not acquired.
(d)		To reflect the amortization of the preliminary value of acquired definite-lived intangible assets using the straight-line method over a preliminary estimated weighted average life of 5.6 years.
(e)		To remove the historical TPCG interest expense and record interest expense from the issuance of $200,000 of new debt used to finance a portion of the purchase price assuming an estimated weighted average rate of 8%. A 0.125 percent change in the interest rate would result in a change in interest expense and net income for a 12-month period of approximately $250 and $155 before and after taxes, respectively.
(f)		To reflect the additional amortization of debt issuance costs related to the new debt.
(g)		To reflect the reduction of interest income previously earned on TTM cash balances used to pay a portion of the purchase price.
(h)		To reflect the income tax effect of the acquired operations and the related pro forma adjustments using TTM’s estimated statutory tax rate of 37.8%.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.