| TTM TECHNOLOGIES INC ITEM 1A RISK FACTORS An investment in our common stock involves a high degree of risk |
| You should carefully consider the factors described below, in addition to those discussed elsewhere in this report, in analyzing an investment in our common stock |
| If any of the events described below occurs, our business, financial condition, and results of operations would likely suffer, the trading price of our common stock could fall, and you could lose all or part of the money you paid for our common stock |
| In addition, the following risk factors and uncertainties could cause our actual results to differ materially from those projected in our forward-looking statements, whether made in this Form 10-K or the other documents we file with the SEC, or our annual or quarterly reports to stockholders, future press releases, or orally, whether in presentations, responses to questions or otherwise |
| 9 _________________________________________________________________ [45]Table of Contents Risks Related to Our Company We are heavily dependent upon the worldwide electronics industry, which is characterized by significant economic cycles and fluctuations in product demand |
| A significant downturn in the electronics industry could result in decreased demand for our manufacturing services and lowered our sales and gross margins |
| A majority of our revenues are generated from the electronics industry, which is characterized by intense competition, relatively short product life cycles, and significant fluctuations in product demand |
| Furthermore, the industry is subject to economic cycles and recessionary periods and would be negatively affected by a contraction in the US economy and worldwide electronics market |
| Moreover, due to the uncertainty in the end markets served by most of our customers, we have a low level of visibility with respect to future financial results |
| A lasting economic recession, excess manufacturing capacity, or a decline in the electronics industry could negatively affect our business, results of operations, and financial condition |
| For example, our net sales declined from dlra129dtta0 million in 2001 to dlra89dtta0 million in 2002, due to a significant downturn in demand in the electronics industry during 2001 and 2002 |
| A decline in our net sales could harm our profitability and results of operations and could require us to record an additional valuation allowance against our deferred tax assets or recognize an impairment of our long-lived assets, including goodwill and other intangible assets |
| During periods of excess global printed circuit board manufacturing capacity, our gross margins may fall and/or we may have to incur restructuring charges if we choose to reduce the capacity of or close any of our facilities |
| When we experience excess capacity, our sales revenues may not fully cover our fixed overhead expenses, and our gross margins will fall |
| In addition, we generally schedule our quick-turn production facilities at less than full capacity to retain our ability to respond to unexpected additional quick-turn orders |
| However, if these orders are not received, we may forego some production and could experience continued excess capacity |
| If we conclude we have significant, long-term excess capacity, we may decide to permanently close one or more of our facilities, and lay off some of our employees |
| Closures or lay-offs could result in our recording restructuring charges such as severance, other exit costs, and asset impairments, as we did due to the closure of our Burlington, Washington, facility in 2002 and the subsequent sale of the facility in 2004 and the lay off of employees at our Redmond, Washington, facility in 2003 |
| We are dependent upon a small number of OEM customers for a large portion of our net sales, and a decline in sales to major customers could harm our results of operations |
| A small number of customers are responsible for a significant portion of our net sales |
| Our five largest OEM customers accounted for approximately 54prca of our net sales in 2004, and approximately 54prca of our net sales in 2005 |
| Sales attributed to OEMs include both direct sales as well as sales that the OEMs place through EMS providers |
| If our customers fail to place orders with us at past levels, it would harm our business, results of operations, and financial condition |
| We expect a significant portion of our net sales will continue to be generated by a small number of customers |
| Our customer concentration could fluctuate, depending on future customer requirements, which will depend in large part on market conditions in the electronics industry segments in which our customers participate |
| The loss of one or more major customers or a decline in sales to our major customers could significantly harm our business, results of operations, and financial condition and lead to declines in the trading price of our common stock |
| In addition, we generate significant accounts receivable in connection with providing manufacturing services to our customers |
| If one or more of our significant customers were to become insolvent or were otherwise unable to pay for the manufacturing services provided by us, our results of operations would be harmed |
| 10 _________________________________________________________________ [46]Table of Contents We compete against manufacturers in Asia, where production costs are lower |
| These competitors may gain market share in our key market segments, which may have an adverse effect on the pricing of our products |
| We may be at a competitive disadvantage with respect to price when compared to manufacturers with lower-cost facilities in Asia and other locations |
| We believe price competition from printed circuit board manufacturers in Asia and other locations with lower production costs may play an increasing role in the market |
| We do not have offshore facilities in lower-cost locations such as Asia |
| While historically our competitors in these locations have produced less technologically advanced printed circuit boards, they continue to expand their capacity and capabilities with advanced equipment to produce higher technology printed circuit boards |
| In addition, fluctuations in foreign currency exchange rates may benefit these offshore competitors |
| As a result, these competitors may gain market share, which may force us to lower our prices, reducing our gross margins |
| We are exposed to the credit risk of some of our customers and to credit exposures in weakened markets |
| We monitor individual customer payment capability in granting such open credit arrangements, seek to limit such open credit to amounts we believe the customers can pay, and maintain reserves we believe are adequate to cover exposure for doubtful accounts |
| During periods of economic downturn in the electronics industry and the global economy, our exposure to credit risks from our customers increases |
| Although we have programs in place to monitor and mitigate the associated risks, such programs may not be effective in reducing our credit risks |
| Our OEM customers often direct a significant portion of their purchases through a relatively limited number of EMS companies |
| Our contractual relationship is typically with the EMS companies, who are obligated to pay us for our products |
| This concentration of customers exposes us to increased credit risks |
| If one or more of our significant customers were to become insolvent or were otherwise unable to pay us, our results of operations would be harmed |
| Some of our customers are EMS companies located abroad |
| Our exposure has increased as these foreign customers continue to expand |
| Our foreign sales are denominated in US dollars, and are typically on the same “open credit” basis and terms described above |
| Our foreign receivables are expected to continue to grow as a percentage of our total receivables |
| We do not utilize credit insurance as a risk management tool |
| We expect to continue to pursue acquisitions to expand our operations, and we may have trouble integrating acquisitions |
| Acquisitions involve numerous risks |
| As part of our business strategy, we expect that we will continue to grow by pursuing acquisitions of businesses, technologies, assets, or product lines that complement or expand our existing business |
| We currently have no commitments or agreements to acquire any business |
| Our existing credit facility restricts our ability to acquire the assets or business of other companies and, accordingly, will require us to obtain the consent of our lenders and could require us to pay significant fees, become subject to reduced liquidity, or become subject to additional or more restrictive covenants in order to consummate such acquisitions |
| Consequently, we may not be able to identify suitable acquisition candidates or finance and complete transactions that we choose to pursue |
| Our acquisition of companies and businesses and expansion of operations involve risks, including the following: • the potential inability to identify assets best suited to our business plan; • the potential inability to successfully integrate acquired operations and businesses or to realize anticipated synergies, economies of scale, or other expected value; 11 _________________________________________________________________ [47]Table of Contents • diversion of management’s attention from normal daily operations of the business; • difficulties in managing production and coordinating operations at new sites; • the potential inability to retain existing customers of acquired companies when we desire to do so; • insufficient revenues to offset increased expenses associated with acquisitions; • the potential need to restructure, modify, or terminate customer relationships of the acquired company; • an increased concentration of business from existing or new customers; and • the potential loss of key employees of acquired operations |
| Acquisitions may cause us to: • issue common stock that would dilute our current stockholders’ percentage ownership; • assume liabilities; • acquire leased facilities with relatively short lease expirations or with no options to renew; • record goodwill and non-amortizable intangible assets that will be subject to impairment testing and potential periodic impairment charges; • enter markets in which we have limited or no prior experience; • incur amortization expenses related to certain intangible assets; • incur large and immediate write-offs; • incur costs, whether or not a proposed acquisition is consummated; • incur unanticipated costs; or • become subject to litigation and environmental issues |
| Acquisitions of high-technology companies are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful and will not harm our business, operating results, or financial condition |
| Failure to manage and successfully integrate acquisitions could harm our business and operating results in a material way |
| Even when an acquired company has already developed and marketed products, product enhancements may not be made in a timely fashion |
| In addition, unforeseen issues might arise with respect to such products after the acquisition |
| We rely on suppliers for the timely delivery of raw materials used in manufacturing our printed circuit boards, and an increase in industry demand or the presence of a shortage for these raw materials may increase the price of these raw materials and reduce our gross margins |
| If a raw material supplier fails to satisfy our product quality standards, it could harm our customer relationships |
| To manufacture printed circuit boards, we use raw materials such as laminated layers of fiberglass, copper foil, chemical solutions, and other commodity products, which we order from our suppliers |
| Although we have preferred suppliers for most of these raw materials, the materials we use are generally readily available in the open market, and numerous other potential suppliers exist |
| However, from time to time, we may experience increases in raw material prices, based on demand trends, which can negatively affect our gross margins |
| Higher laminate prices were responsible for an approximate one percentage point decline in our gross margins in the fourth fiscal quarter 2004 |
| In addition, consolidations and restructuring in our supplier base may result in adverse materials pricing due to reduction in competition among our suppliers |
| Furthermore, if a raw material supplier fails to satisfy our product quality standards, it could harm our customer relationships |
| Suppliers may from time to time extend lead times, limit supplies, or increase prices, due to capacity constraints or other factors, which could harm our ability to deliver our products on a timely basis |
| 12 _________________________________________________________________ [48]Table of Contents If we are unable to respond to rapid technological change and process development, we may not be able to compete effectively |
| The market for our manufacturing services is characterized by rapidly changing technology and continual implementation of new production processes |
| The future success of our business will depend in large part upon our ability to maintain and enhance our technological capabilities, to manufacture products that meet changing customer needs, and to successfully anticipate or respond to technological changes on a cost-effective and timely basis |
| We expect that the investment necessary to maintain our technological position will increase as customers make demands for products and services requiring more advanced technology on a quicker turnaround basis |
| We may not be able to raise additional funds in order to respond to technological changes as quickly as our competitors |
| In addition, the printed circuit board industry could encounter competition from new or revised manufacturing and production technologies that render existing manufacturing and production technology less competitive or obsolete |
| We may not respond effectively to the technological requirements of the changing market |
| If we need new technologies and equipment to remain competitive, the development, acquisition, and implementation of those technologies and equipment may require us to make significant capital investments |
| Competition in the printed circuit board market is intense, and we could lose market share if we are unable to maintain our current competitive position in end markets using our quick-turn, high technology and high-mix manufacturing services |
| The printed circuit board industry is intensely competitive, highly fragmented, and rapidly changing |
| We expect competition to continue, which could result in price reductions, reduced gross margins, and loss of market share |
| Our principal domestic competitors include DDi, Endicott Interconnect Technologies, Merix, Sanmina-SCI, and Tyco |
| In addition, we increasingly compete on an international basis, and new and emerging technologies may result in new competitors entering our markets |
| Many of our competitors and potential competitors have a number of significant advantages over us, including: • greater financial and manufacturing resources that can be devoted to the development, production, and sale of their products; • more established and broader sales and marketing channels; • more manufacturing facilities worldwide, some of which are closer in proximity to OEMs; • manufacturing facilities that are located in countries with lower production costs; • lower capacity utilization in peak market conditions that can result in shorter lead times to customers; • ability to add additional capacity faster or more efficiently; • preferred vendor status with existing and potential customers; • greater name recognition; • manufacturing facilities with US military clearances; and • larger customer bases |
| In addition, these competitors may respond more quickly to new or emerging technologies, or adapt more quickly to changes in customer requirements, and devote greater resources to the development, promotion, and sale of their products than we do |
| We must continually develop improved manufacturing processes to meet our customers’ needs for complex products, and our manufacturing process technology is generally not subject to significant proprietary protection |
| During recessionary periods in the electronics industry, our strategy of providing quick-turn services, an integrated manufacturing solution, and responsive customer service may take on reduced importance to our customers |
| Periodically, printed circuit board manufacturers experience 13 _________________________________________________________________ [49]Table of Contents overcapacity |
| Overcapacity, combined with weakness in demand for electronic products, results in increased competition and price erosion for printed circuit boards |
| Our quarterly results of operations are often subject to demand fluctuations and seasonality |
| With a high level of fixed operating costs, even small revenue shortfalls would decrease our gross margins and potentially cause the trading price of our common stock to decline |
| Our quarterly results of operations fluctuate for a variety of reasons, including: • timing of orders from and shipments to major customers; • the levels at which we utilize our manufacturing capacity; • price competition; • changes in our mix of revenues generated from quick-turn versus standard delivery time services; • expenditures, charges or write-offs, including those related to acquisitions, facility restructurings, or asset impairments; and • expenses relating to expanding existing manufacturing facilities |
| A significant portion of our operating expenses is relatively fixed in nature, and planned expenditures are based in part on anticipated orders |
| Accordingly, unexpected revenue shortfalls may decrease our gross margins |
| In addition, we have experienced sales fluctuations due to seasonal patterns in the capital budgeting and purchasing cycles, as well as inventory management practices of our customers and the end markets we serve |
| In particular, the seasonality of the computer industry and quick-turn ordering patterns affects the overall printed circuit board industry |
| These seasonal trends have caused fluctuations in our quarterly operating results in the past and may continue to do so in the future |
| Results of operations in any quarterly period should not be considered indicative of the results to be expected for any future period |
| In addition, our future quarterly operating results may fluctuate and may not meet the expectations of securities analysts or investors |
| If this occurs, the trading price of our common stock would likely decline |
| Because we sell on a purchase order basis, we are subject to uncertainties and variability in demand by our customers that could decrease revenues and harm our operating results |
| We sell to customers on a purchase order basis rather than pursuant to long-term contracts |
| Our quick-turn orders are subject to particularly short lead times |
| Consequently, our net sales are subject to short-term variability in demand by our customers |
| Customers submitting purchase orders may cancel, reduce, or delay their orders for a variety of reasons |
| The level and timing of orders placed by our customers may vary, due to: • customer attempts to manage inventory; • changes in customers’ manufacturing strategies, such as a decision by a customer to either diversify or consolidate the number of printed circuit board manufacturers used or to manufacture its own products internally; • variation in demand for our customers’ products; and • changes in new product introductions |
| We have periodically experienced terminations, reductions, and delays in our customers’ orders |
| Further terminations, reductions, or delays in our customers’ orders could harm our business, results of operations, and financial condition |
| The increasing prominence of EMS providers in the printed circuit board industry could reduce our gross margins, potential sales, and customers |
| Sales to EMS providers represented approximately 69prca of our net sales in 2005 |
| Sales to EMS providers include sales directed by OEMs as well as orders placed with us at the EMS providers’ discretion |
| EMS 14 _________________________________________________________________ [50]Table of Contents providers source on a global basis to a greater extent than OEMs |
| The growth of EMS providers increases the purchasing power of such providers and could result in increased price competition or the loss of existing OEM customers |
| In addition, some EMS providers, including some of our customers, have the ability to directly manufacture printed circuit boards |
| If a significant number of our other EMS customers were to acquire the ability to directly manufacture printed circuit boards, our customer base might shrink, and our sales might decline substantially |
| Moreover, if any of our OEM customers outsource the production of printed circuit boards to these EMS providers, our business, results of operations, and financial condition may be harmed |
| If we were to increase our amortization of definite-lived intangible assets as a result of additional acquisitions, our earnings could be negatively affected |
| Similarly, if we were to revalue our existing intangible assets downward, our operating results would be harmed |
| As of December 31, 2005, our consolidated balance sheet reflected dlra73dtta5 million of goodwill and intangible assets |
| We evaluate whether events and circumstances have occurred that indicate the remaining balance of goodwill and intangible assets may not be recoverable |
| When factors indicate that assets should be evaluated for possible impairment, we may be required to reduce the carrying value of our goodwill and intangible assets, which could harm our results during the periods in which such a reduction is recognized |
| Our goodwill and intangible assets may increase in future periods if we consummate other acquisitions |
| Amortization or impairment of these additional intangibles would, in turn, harm our earnings |
| Damage to our manufacturing facilities could increase our costs of doing business and adversely affect our ability to deliver our manufacturing services on a timely basis |
| We have three manufacturing facilities, which are located in Chippewa Falls, Wisconsin; Redmond, Washington; and Santa Ana, California |
| The destruction or closure of any of our manufacturing facilities for a significant period of time as a result of fire; explosion; blizzard; act of war or terrorism; or flood, tornado, earthquake, lightning, or other natural disaster could increase our costs of doing business and harm our ability to deliver our manufacturing services on a timely basis and, consequently, our operating results |
| Our manufacturing processes depend on the collective industry experience of our employees |
| If these employees were to leave us, our manufacturing processes might suffer and we might not be able to compete effectively |
| We have limited patent or trade secret protection for our manufacturing processes |
| We rely on the collective experience of our employees in the manufacturing processes to ensure we continuously evaluate and adopt new technologies in our industry |
| Although we are not dependent on any one employee or a small number of employees, if a significant number of our employees involved in our manufacturing processes were to leave our employment, and we were not able to replace these people with new employees with comparable experience, our manufacturing processes might suffer as we might be unable to keep up with innovations in the industry |
| As a result, we may lose our ability to continue to compete effectively |
| We may be exposed to intellectual property infringement claims by third parties that could be costly to defend, could divert management’s attention and resources, and if successful, could result in liability |
| We could be subject to legal proceedings and claims for alleged infringement by us of third-party proprietary rights, such as patents, from time to time in the ordinary course of business |
| It is possible that the circuit board designs and other specifications supplied to us by our customers might infringe on the patents or other intellectual property rights of third parties, in which case our manufacture of printed circuit boards according to such designs and specifications could expose us to legal proceedings for allegedly aiding and abetting the violation, as well as to potential liability for the infringement |
| If we do not prevail in any litigation as a result of any such allegations, our business could be harmed |
| 15 _________________________________________________________________ [51]Table of Contents Our business may suffer if any of our key senior executives discontinues employment with us or if we are unable to recruit and retain highly skilled engineering and sales staff |
| Our future success depends to a large extent on the services of our key managerial employees |
| We may not be able to retain our executive officers and key personnel or attract additional qualified management in the future |
| Our business also depends on our continuing ability to recruit, train, and retain highly qualified employees, particularly engineering and sales and marketing personnel |
| The competition for these employees is intense, and the loss of these employees could harm our business |
| Further, our ability to successfully integrate acquired companies depends in part on our ability to retain key management and existing employees at the time of the acquisition |
| Increasingly, our larger customers are requesting that we enter into supply agreements with them that have increasingly restrictive terms and conditions |
| These agreements typically include provisions that increase our financial exposure, which could result in significant costs to us |
| Increasingly, our larger customers are requesting that we enter into supply agreements with them |
| These agreements typically include provisions that generally serve to increase our exposure for product liability and warranty claims — as compared to our standard invoice terms — which could result in higher costs to us as a result of such claims |
| In addition, these agreements typically contain provisions that seek to limit our operational and pricing flexibility and extend payment terms, which can adversely impact our cash flow and results of operations |
| Products we manufacture may contain design or manufacturing defects, which could result in reduced demand for our services and liability claims against us |
| We manufacture products to our customers’ specifications, which are highly complex and may contain design or manufacturing errors or failures, despite our quality control and quality assurance efforts |
| Defects in the products we manufacture, whether caused by a design, manufacturing, or materials failure or error, may result in delayed shipments, customer dissatisfaction, a reduction or cancellation of purchase orders, or liability claims against us |
| If these defects occur either in large quantities or too frequently, our business reputation may be impaired |
| Our sales mix has shifted towards standard delivery time products, which have larger production runs, thereby increasing our exposure to these types of defects |
| Since our products are used in products that are integral to our customers’ businesses, errors, defects, or other performance problems could result in financial or other damages to our customers beyond the cost of the printed circuit board, for which we may be liable |
| Although our invoices and sales arrangements generally contain provisions designed to limit our exposure to product liability and related claims, existing or future laws or unfavorable judicial decisions could negate these limitation of liability provisions |
| Product liability litigation against us, even if it were unsuccessful, would be time consuming and costly to defend |
| Although we maintain technology errors and omissions insurance, we can not assure you that we will continue to be able to purchase such insurance coverage in the future on terms that are satisfactory to us, if at all |
| Our failure to comply with the requirements of environmental laws could result in fines and revocation of permits necessary to our manufacturing processes |
| Our operations are regulated under a number of federal, state, and foreign environmental and safety laws and regulations that govern, among other things, the discharge of hazardous materials into the air and water, as well as the handling, storage, and disposal of such materials |
| These laws and regulations include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act, as well as analogous state and foreign laws |
| Compliance with these environmental laws is a major consideration for us because our manufacturing processes use and generate materials classified as hazardous, such as ammoniacal etching solutions, copper, and nickel |
| Because we use hazardous materials and generate hazardous wastes in our manufacturing processes, we may be subject to potential financial liability for costs associated with the investigation and remediation of our own sites, or sites at which we have arranged for the disposal of hazardous wastes, if such sites become contaminated |
| Even if we fully comply with applicable environmental laws and are not directly at 16 _________________________________________________________________ [52]Table of Contents fault for the contamination, we may still be liable |
| The wastes we generate include spent ammoniacal etching solutions, metal stripping solutions, and hydrochloric acid solution containing palladium; waste water, which contains heavy metals, acids, cleaners, and conditioners; and filter cake from equipment used for on-site waste treatment |
| We believe that our operations substantially comply with all applicable environmental laws |
| However, any material violations of environmental laws by us could subject us to revocation of our effluent discharge permits |
| Any such revocations could require us to cease or limit production at one or more of our facilities, and harm our business, results of operations, and financial condition |
| Even if we ultimately prevail, environmental lawsuits against us would be time consuming and costly to defend |
| Environmental laws could also become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violation |
| We operate in environmentally sensitive locations, and we are subject to potentially conflicting and changing regulatory agendas of political, business, and environmental groups |
| Changes or restrictions on discharge limits, emissions levels, material storage, handling, or disposal might require a high level of unplanned capital investment or global relocation |
| It is possible that environmental compliance costs and penalties from new or existing regulations may harm our business, results of operations, and financial condition |
| In addition, we are increasingly required to certify compliance to the European Union Restriction of Hazardous Substances (“RoHS”) directive for some of the products that we manufacture |
| As with other types of product certifications that we routinely provide, we may incur liability and pay damages if our products do not conform to our certification |
| If our net earnings do not remain at or above recent levels, or we are not able to predict with a reasonable degree of probability that they will continue, we may have to record an additional valuation allowance against our net deferred tax assets |
| As of December 31, 2005, we had deferred tax assets of approximately dlra11dtta4 million, which is net of a valuation allowance of dlra2dtta5 million |
| If we should determine that it is more likely than not that we will not generate taxable income in sufficient amounts to be able to use our net deferred tax assets, we would be required to increase our current valuation allowance against these deferred tax assets |
| This would result in an additional income tax provision and a deterioration of our results of operations |
| Based on our forecast for future earnings, we believe we will utilize the deferred tax asset in future periods |
| However, if our estimates of future earnings are lower than expected, we may record a higher income tax provision due to a write down of our net deferred tax assets, which would reduce our earnings per share |