Acquisition of Viasystems Group, Inc. | (2) Acquisition of Viasystems Group, Inc. On May 31, 2015, the Company completed the acquisition of Viasystems Group, Inc. (Viasystems), for total consideration of $248,824 in cash and 15,082 shares of TTM common stock with a fair value of $149,006, to acquire all of the outstanding shares of capital stock and other equity rights of Viasystems. Additionally, in connection with the completion of the acquisition, the Company assumed and refinanced Viasystems’ debt, which was approximately $669,024 as of May 31, 2015. Viasystems was a worldwide provider of complex multi-layer rigid, flexible, and rigid-flex PCBs and E-M Solutions. Viasystems’ products were found in a wide variety of commercial products, including automotive engine controls, hybrid converters, automotive electronics for navigation, safety, and entertainment, telecommunications switching equipment, data networking equipment, computer storage equipment, semiconductor test equipment, wind and solar energy applications, off-shore drilling equipment, communications applications, flight control systems, and complex industrial, medical, and other technical instruments. Viasystems’ E-M Solutions services can be bundled with its PCBs to provide an integrated solution to customers. Viasystems operated 15 manufacturing facilities worldwide: eight in the United States, five in the People’s Republic of China (China), and one each in Canada and Mexico. Viasystems served a diversified customer base of over 1,000 customers in various markets throughout the world. Bank fees and legal, accounting, and other professional service costs associated with the acquisition of Viasystems of $2,065 and $1,632 for the quarters ended September 28, 2015 and September 29, 2014, respectively, and $32,927 and $1,632 for the three quarters ended September 28, 2015 and September 29, 2014, respectively, have been expensed and recorded as general and administrative expense in the consolidated condensed statements of operations. The following summarizes the components of the purchase price: (In thousands) Value of TTM common stock issued $ 149,006 Cash consideration 248,824 397,830 Debt assumed 669,024 Enterprise value $ 1,066,854 The value of the shares of the Company’s common stock used in determining the purchase price was $9.88 per share, the closing price of the Company’s common stock on May 29, 2015, the last business day prior to the effective date of the acquisition. Preliminary Purchase Price Allocation The purchase price of the Viasystems acquisition was allocated to tangible and intangible assets acquired, liabilities assumed and noncontrolling interest based on preliminary estimates of fair value at the date of the acquisition (May 31, 2015). The excess of the purchase price over the fair value of net assets acquired and noncontrolling interest was allocated to goodwill. The fair value assigned to intangible assets acquired was based on estimates and assumptions made by management at the time of acquisition. The fair values assigned are based on reasonable methods applicable to the nature of the assets acquired, liabilities assumed and noncontrolling interest. The following summarizes the preliminary estimated fair values of net assets acquired and noncontrolling interest: (In thousands) Cash $ 79,662 Restricted cash 3,510 Accounts and notes receivables ($216,703 contractual gross receivables) 208,523 Inventories 132,878 Prepaid expenses and other current assets 29,659 Property, plant and equipment 427,269 Identifiable intangible assets 150,500 Goodwill 351,135 Deposits and other noncurrent assets 1,157 Current liabilities (252,159 ) Long-term debt (669,024 ) Other liabilities (57,980 ) Noncontrolling interest (7,300 ) Total $ 397,830 Due to the fact that the Viasystems acquisition has just recently occurred, the magnitude of the transaction, and the significant information to be obtained and analyzed resides in a foreign jurisdiction, the Company’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable measurement period, which is up to the point the Company obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired, liabilities assumed and noncontrolling interest, but in no case to exceed more than one year from the date of acquisition. As of September 28, 2015, the Company had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, property, plant and equipment, identifiable intangible assets, other assets, deferred taxes, goodwill, tax uncertainties, income taxes payable, other liabilities, and noncontrolling interest. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in material adjustments to goodwill. Inventories The Company acquired $132,878 of inventories as a result of the acquisition. Finished goods were valued at estimated selling prices less costs of disposal and a reasonable profit allowance for the selling effort. Work-in-process inventory was valued at estimated selling prices less costs to complete, costs of disposal and a reasonable profit allowance for the completion and selling effort. Raw materials were valued at estimated replacement cost. Property, Plant and Equipment The fair value of property, plant and equipment was determined by utilizing three approaches: the cost, sales comparison, and income capitalization approaches, each including management assumptions. Each approach assumes valuation of the property at the property’s highest and best use. Noncontrolling Interest Noncontrolling interest consists of a 5% equity interest in a manufacturing facility in Huiyang, China. The fair value was determined by utilizing a combination of income and market comparable approaches. The income approach was used to estimate the total enterprise value of the noncontrolling interest by estimating discounted future cash flows. The market comparable approach indicates the fair value of the noncontrolling interest based on a comparison to comparable enterprises in similar lines of business that are publicly traded. Identifiable Intangible Assets Acquired identifiable intangible assets include customer relationships and technology. The fair value of the identifiable intangible assets was determined using various income approach methods including excess earnings to determine the present value of expected future cash flows for each identifiable intangible asset based on discount rates which incorporate a risk premium to take into account the risks inherent in those expected cash flows. The expected cash flows were estimated based on forecasted revenues and costs adjusted based on the expectations of market participants. The Company used risk adjusted discount rates between 13% and 14% to discount the expected future cash flows under the income approach. The preliminary estimated fair value assigned to each class of intangible assets and the related weighted average amortization periods are as follows: Estimated fair value Weighted-average amortization period (In thousands) Customer relationships $ 147,500 8.1 years Technology 3,000 3.0 years $ 150,500 Goodwill Goodwill represents the excess of the Viasystems purchase price over the fair value of assets acquired, liabilities assumed and noncontrolling interest. During the quarter ended September 28, 2015, goodwill was adjusted to reflect: • a decrease in cash by $2,561 and restricted cash by $32 as a result of additional information received regarding the collateralization of specific letters of credit; • an increase in trade and notes receivable by $390 as a result of additional information received regarding the collectability of such trade and notes receivable; • a decrease in fair value of inventory by $5,399 resulting from additional information received regarding the valuation of inventory; • a decrease in current assets of $1,364 resulting primarily from deferred taxes; • a decrease in property, plant and equipment by $25,567 due to additional information received regarding the valuation of certain property acquired; • an increase in intangibles by $4,000 resulting from additional information received regarding the valuation of identifiable intangible assets; • an increase in other noncurrent assets by $485 primarily related to a long-term below market lease asset; • an increase in current liabilities by $4,319 due to a reassessment of product claims and other amounts due to vendors, and an increase in other noncurrent liabilities by $15,559 primarily related to noncurrent deferred taxes; and • an increase in noncontrolling interest by $3,277 resulting from additional information received regarding the valuation. Prior to the Company’s acquisition of Viasystems, the Company had two reporting segments based on geographical location of operations, North America and Asia Pacific, consistent with the nature of its operations. Due to the acquisition, the Company has reassessed its reporting segments and determined that it has two reporting segments, PCB and E-M Solutions. The excess purchase price over the fair value of assets acquired, liabilities assumed and noncontrolling interest has been allocated to the PCB reporting segment given that Viasystems was primarily a worldwide provider of complex multi-layer rigid, flexible, and rigid-flex PCBs. The Company believes that the acquisition of Viasystems will produce the following significant benefits: • Strengthens the Company’s Position as a Global Market Leader. • Enhances End Market and Customer Diversification and Provides Entry to Attractive Automotive Markets. The Company believes that these primary factors support the amount of goodwill recognized as a result of the purchase price paid for Viasystems, in relation to other acquired tangible and intangible assets. The goodwill acquired in the acquisition is not expected to be deductible for income tax purposes subject to certain tax elections that are currently being considered. Results of Operations Included in the consolidated condensed statements of operations are net sales from the Viasystems operations of $283,224 and $376,418, excluding intercompany sales, for the quarter and three quarters ended September 28, 2015, respectively. Net losses included in the consolidated condensed statements of operations from the Viasystems operations for the quarter and three quarters ended September 28, 2015 have not been reported as it is impracticable to do so given the integration and other efficiency and cost saving measures in process during the third quarter ended 2015. Pro forma Financial Information The unaudited pro forma financial information in the table below gives effect to this acquisition as if it had occurred at the beginning of fiscal 2014. The pro forma financial information presented includes the effects of adjustments related to the amortization of acquired intangible assets and acquired inventory, depreciation of acquired fixed assets, and other non-recurring transactions costs directly associated with the acquisitions such as legal, accounting and banking fees. Quarter Ended Three Quarters Ended September 28, 2015 September 29, 2014 September 28, 2015 September 29, 2014 (In thousands, except per share data) Net sales $ 652,005 $ 644,527 $ 1,933,430 $ 1,830,898 Net loss attributable to TTM Technologies, Inc. stockholders (2,237 ) (14,787 ) (25,033 ) (41,388 ) Basic loss per share $ (0.02 ) $ (0.15 ) $ (0.28 ) $ (0.42 ) Dilutive loss per share $ (0.02 ) $ (0.15 ) $ (0.28 ) $ (0.42 ) The pro forma financial information as presented above is for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the Viasystems acquisition occurred at the beginning of the earliest period presented, or the results that may be achieved in future periods. Viasystems Acquisition Litigation Since the public announcement on September 22, 2014 of the execution of the Agreement and Plan of Merger, TTM, Viasystems, and the members of the Viasystems board of directors (the Viasystems Board) have been named as defendants in two putative class action complaints challenging the acquisition of Viasystems. See Note 13 to these Consolidated Condensed Financial Statements for additional information. |