Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 27, 2016 | Aug. 03, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 27, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | TTMI | |
Entity Registrant Name | TTM TECHNOLOGIES INC | |
Entity Central Index Key | 1,116,942 | |
Current Fiscal Year End Date | --01-02 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 100,250,926 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 27, 2016 | Dec. 28, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 216,151 | $ 259,100 |
Restricted cash | 3,530 | |
Accounts receivable, net | 424,514 | 456,000 |
Inventories | 270,790 | 268,923 |
Prepaid expenses and other current assets | 30,520 | 34,967 |
Total current assets | 941,975 | 1,022,520 |
Property, plant and equipment, net | 1,047,187 | 1,103,067 |
Goodwill | 372,596 | 346,990 |
Definite-lived intangibles, net | 138,959 | 150,874 |
Deposits and other non-current assets | 21,070 | 16,682 |
Assets, Total | 2,521,787 | 2,640,133 |
Current liabilities: | ||
Short-term debt, including current portion of long-term debt | 80,358 | 157,375 |
Accounts payable | 352,451 | 377,222 |
Accrued salaries, wages and benefits | 81,984 | 108,649 |
Other accrued expenses | 107,696 | 101,748 |
Total current liabilities | 622,489 | 744,994 |
Long-term debt, net of discount and issuance costs | 997,207 | 1,013,411 |
Other long-term liabilities | 72,367 | 55,059 |
Total long-term liabilities | 1,069,574 | 1,068,470 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Common stock, $0.001 par value; 200,000 shares authorized, 100,234 and 99,137 shares issued and outstanding in 2016 and 2015, respectively | 100 | 99 |
Additional paid-in capital | 750,698 | 745,608 |
Retained earnings | 57,247 | 45,963 |
Statutory surplus reserve | 25,812 | 25,812 |
Accumulated other comprehensive (loss) income | (12,028) | 1,623 |
Total TTM Technologies, Inc. stockholders' equity | 821,829 | 819,105 |
Noncontrolling interest | 7,895 | 7,564 |
Total equity | 829,724 | 826,669 |
Liabilities and Equity, Total | $ 2,521,787 | $ 2,640,133 |
Consolidated Condensed Balance3
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 27, 2016 | Dec. 28, 2015 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 100,234,000 | 99,137,000 |
Common stock, shares outstanding | 100,234,000 | 99,137,000 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Net sales | $ 601,847 | $ 445,445 | $ 1,185,105 | $ 774,609 |
Cost of goods sold | 504,202 | 384,255 | 1,003,897 | 661,860 |
Gross profit | 97,645 | 61,190 | 181,208 | 112,749 |
Operating expenses: | ||||
Selling and marketing | 16,569 | 12,301 | 33,875 | 21,756 |
General and administrative | 36,459 | 52,039 | 72,608 | 86,508 |
Amortization of definite-lived intangibles | 5,949 | 3,910 | 11,896 | 5,784 |
Impairment of long-lived assets | 3,346 | |||
Restructuring charges | 3,989 | 5,902 | ||
Gain on sale of asset | (2,504) | |||
Total operating expenses | 62,966 | 68,250 | 127,627 | 111,544 |
Operating income (loss) | 34,679 | (7,060) | 53,581 | 1,205 |
Other income (expense): | ||||
Interest expense | (20,084) | (12,778) | (41,868) | (18,543) |
Loss on extinguishment of debt | (802) | (802) | ||
Other, net | 3,191 | 681 | 4,400 | 266 |
Total other expense, net | (16,893) | (12,899) | (37,468) | (19,079) |
Income (loss) before income taxes | 17,786 | (19,959) | 16,113 | (17,874) |
Income tax (provision) benefit | 979 | (16,624) | (4,498) | (15,263) |
Net income (loss) | 18,765 | (36,583) | 11,615 | (33,137) |
Less: Net income attributable to the noncontrolling interest | (217) | (29) | (331) | (29) |
Net income (loss) attributable to TTM Technologies, Inc. stockholders | $ 18,548 | $ (36,612) | $ 11,284 | $ (33,166) |
Income (loss) per share attributable to TTM Technologies, Inc. stockholders: | ||||
Basic income (loss) per share | $ 0.19 | $ (0.41) | $ 0.11 | $ (0.38) |
Diluted income (loss) per share | $ 0.17 | $ (0.41) | $ 0.11 | $ (0.38) |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Net income (loss) | $ 18,765 | $ (36,583) | $ 11,615 | $ (33,137) |
Foreign currency translation adjustments: | ||||
Unrealized (loss) gain during the period, net | (9,838) | 1,112 | (13,711) | 2,175 |
Gain realized in the statement of operations | (1,786) | |||
Net | (9,838) | 1,112 | (13,711) | 389 |
Net unrealized gains (losses) on cash flow hedges: | ||||
Unrealized loss on effective cash flow hedges during the period, net | (14) | (21) | (53) | |
Loss realized in the statement of operations | 39 | 43 | 81 | 85 |
Net | 25 | 43 | 60 | 32 |
Other comprehensive (loss) income | (9,813) | 1,155 | (13,651) | 421 |
Comprehensive income (loss) | 8,952 | (35,428) | (2,036) | (32,716) |
Less: comprehensive income attributable to the noncontrolling interest | (217) | (29) | (331) | (29) |
Comprehensive income (loss) attributable to TTM Technologies, Inc. stockholders | $ 8,735 | $ (35,457) | $ (2,367) | $ (32,745) |
Consolidated Condensed Stateme6
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 27, 2016 | Jun. 29, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 11,615 | $ (33,137) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation of property, plant and equipment | 80,684 | 54,312 |
Amortization of definite-lived intangible assets | 11,896 | 5,784 |
Amortization of debt discount and debt issuance costs | 11,705 | 5,890 |
Deferred income taxes | (3,409) | 11,955 |
Stock-based compensation | 5,091 | 4,354 |
Loss on extinguishment of debt | 802 | |
Impairment of long-lived assets | 3,346 | |
Gain on sale of asset | (2,504) | |
Other | (1,214) | (2,097) |
Payment of accreted interest on convertible senior notes | (8,731) | |
Changes in operating assets and liabilities, net of acquisition: | ||
Accounts and notes receivable, net | 31,486 | 56,665 |
Inventories | (1,867) | (11,876) |
Prepaid expenses and other current assets | 4,482 | 11,040 |
Accounts payable | (22,236) | (7,516) |
Accrued salaries, wages and benefits and other accrued expenses | (33,630) | (2,044) |
Net cash provided by operating activities | 97,949 | 82,897 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment and equipment deposits | (38,299) | (46,463) |
Proceeds from sale of property, plant and equipment and asset held for sale | 2,854 | 21,297 |
Release (designation) of restricted cash and cash equivalents | 3,530 | (18,479) |
Acquisition, net of cash acquired | (166,601) | |
Net cash used in investing activities | (31,915) | (210,246) |
Cash flows from financing activities: | ||
Repayment of long-term debt borrowing | (106,482) | (273,802) |
Proceeds from new long-term borrowings | 950,000 | |
Proceeds from borrowing on revolving loan | 80,000 | |
Repayment of assumed long-term debt in acquisition | (669,024) | |
Repurchase of convertible senior notes | (23,664) | |
Payment of debt issuance costs | (33,747) | |
Payment of original issue discount | (33,250) | |
Proceeds from exercise of stock options | 427 | |
Net cash used in financing activities | (106,482) | (3,060) |
Effect of foreign currency exchange rates on cash and cash equivalents | (2,501) | 315 |
Net decrease in cash and cash equivalents | (42,949) | (130,094) |
Cash and cash equivalents at beginning of period | 259,100 | 279,042 |
Cash and cash equivalents at end of period | 216,151 | 148,948 |
Noncash transactions: | ||
Property, plant and equipment recorded in accounts payable and accrued expenses | $ 25,217 | 28,464 |
TTM Viasystems Group Inc | ||
Noncash transactions: | ||
Common stock issued in connection with Viasystems acquisition (Note 2) | $ 149,006 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 6 Months Ended |
Jun. 27, 2016 | |
Nature of Operations and Basis of Presentation | (1) Nature of Operations and Basis of Presentation TTM Technologies, Inc. (the Company or TTM) is a leading global printed circuit board (PCB) manufacturer, focusing on quick-turn and technologically advanced PCBs and electro-mechanical solutions (E-M Solutions). The Company provides time-to-market and advanced technology products and offers a one-stop manufacturing solution to customers from engineering support to prototype development through final volume production. This one-stop manufacturing solution allows the Company to align technology developments with the diverse needs of the Company’s customers and to enable them to reduce the time required to develop new products and bring them to market. The Company serves a diversified customer base in various markets throughout the world, including manufacturers of networking/communications infrastructure products, tablets and smartphones, as well as the aerospace and defense, automotive components, high-end computing, and medical, industrial and instrumentation related products. The Company’s customers include both original equipment manufacturers (OEMs) and electronic manufacturing services (EMS) providers. The accompanying consolidated condensed financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to such rules and regulations. These consolidated condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position, the results of operations and cash flows of the Company for the periods presented. It is suggested that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s most recent Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated condensed financial statements and accompanying notes. Actual results could differ materially from those estimates. The Company uses a 52/53 week fiscal calendar with the fourth quarter ending on the Monday nearest December 31. Fiscal 2015 was a 52 week year. Fiscal 2016 will be a 53 week year with the additional week included in the fourth quarter. Recently Adopted and Issued Accounting Standards In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In April 2015, the FASB issued ASU 2015-03, Imputation of Interest In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers |
Acquisition of Viasystems Group
Acquisition of Viasystems Group, Inc. | 6 Months Ended |
Jun. 27, 2016 | |
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 custom electronic assemblies. Bank fees and legal, accounting, and other professional service costs associated with the acquisition of Viasystems of $605 and $22,627 for the quarters ended June 27, 2016 and June 29, 2015, respectively, and $1,296 and $30,862 for the two quarters ended June 27, 2016 and June 29, 2015, 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. The purchase price of the Viasystems acquisition was allocated to tangible and intangible assets acquired, liabilities assumed and noncontrolling interest based on the 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. As of June 27, 2016, the Company has finalized the allocation of the purchase price. 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 final estimated fair values of net assets acquired and noncontrolling interest: (In thousands) Cash $ 79,662 Restricted cash 3,510 Accounts and notes receivables ($216,259 contractual gross receivables) 209,196 Inventories 132,216 Prepaid expenses and other current assets 30,633 Property, plant and equipment 427,457 Identifiable intangible assets 150,500 Goodwill 360,494 Deposits and other noncurrent assets 1,157 Current liabilities (256,705 ) Long-term debt (669,024 ) Other liabilities (63,966 ) Noncontrolling interest (7,300 ) Total $ 397,830 Goodwill represents the excess of the Viasystems purchase price over the fair value of tangibles and identifiable intangible assets acquired, liabilities assumed and noncontrolling interest. During the two quarters ended June 27, 2016, goodwill was adjusted to reflect: • an increase in current liabilities by $3,442 due to a reassessment of product claims and other contingent liabilities, and • an increase in other noncurrent liabilities by $22,182 primarily related to certain foreign tax liabilities. The goodwill acquired in the acquisition is not deductible for income tax purposes. 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 2015. The pro forma financial information presented includes the effects of adjustments related to the fair value step up of acquired inventory, amortization of acquired intangible assets and 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 June 29, 2015 Two Quarters Ended June 29, 2015 (In thousands, except per share data) Net sales $ 647,632 $ 1,281,425 Net loss attributable to TTM Technologies, Inc. stockholders $ (24,348 ) $ (22,796 ) Basic loss per share $ (0.23 ) $ (0.23 ) Dilutive loss per share $ (0.23 ) $ (0.23 ) 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 period presented, or the results that may be achieved in future periods. |
Consolidation Plan, Restructuri
Consolidation Plan, Restructuring and Impairment Charges | 6 Months Ended |
Jun. 27, 2016 | |
Consolidation Plan, Restructuring and Impairment Charges | (3) Consolidation Plan, Restructuring and Impairment Charges On September 29, 2015, the Company announced a consolidation plan that will result in the closure of the Company’s facilities in Cleveland, Ohio, Milpitas, California and Juarez, Mexico (the Consolidation Plan) and the layoff of approximately 480 employees at these sites. The Consolidation Plan is part of the Company’s integration strategy to improve total plant utilization, operational performance and customer focus following its acquisition of Viasystems. In accordance with the Consolidation Plan, the Company will combine its Cleveland and Milpitas facilities into its North Jackson, Ohio and Silicon Valley, California facilities, respectively, and close its Juarez facility. In connection with the Consolidation Plan and other global realignment restructuring efforts, the Company recognized employee separation costs and contract termination and other costs during the quarter and two quarters ended June 27, 2016. Contract termination and other costs primarily represented plant closure costs for Cleveland, Ohio, Milpitas, California and Juarez, Mexico, as well as costs related to building operating leases associated with the downsizing of the St. Louis, Missouri office. The below table summarizes such restructuring costs by operating segment: Quarter Ended June 27, 2016 Two Quarters Ended June 27, 2016 Employee severance Contract Total Employee severance Contract Total (In thousands) Operating Segment: PCB $ 668 $ 488 $ 1,156 $ 1,267 $ 1,100 $ 2,367 E-M Solutions 578 1,425 2,003 734 1,944 2,678 Corporate 40 790 830 9 848 857 $ 1,286 $ 2,703 $ 3,989 $ 2,010 $ 3,892 $ 5,902 The below table shows the utilization of the accrued restructuring costs during the two quarters ended June 27, 2016: Employee Contract termination and other costs Total (In thousands) Accrued at December 28, 2015 $ 6,044 $ 535 $ 6,579 Charged to expense 2,010 3,892 5,902 Amount paid (6,802 ) (3,085 ) (9,887 ) Accrued at June 27, 2016 $ 1,252 $ 1,342 $ 2,594 As of June 27, 2016, the remaining accrual for employee separation/severance, which relates to employees yet to be separated, was included as a component of accrued salaries, wages and benefits and the remaining unpaid estimated contract termination and other costs are included as a component of other accrued expenses in the consolidated condensed balance sheet. The Company expects the remaining employees to be separated and the remaining accrued restructuring costs to be substantially paid out by December 2016. As of June 27, 2016, the Company has incurred approximately $13,283 of restructuring charges since the September 29, 2015 announcement and estimates that it will incur total charges of approximately $15,000 to $20,000 related to these closures and global realignment efforts. The Company also recognized $3,346 in impairment charges during the two quarters ended June 27, 2016. As a result of the above mentioned plant closures and other plant realignment efforts, $1,393 of impairment charges were recognized in the consolidated condensed statement of operations related to machinery and equipment in the PCB operating segment for the two quarters ended June 27, 2016. Additionally, the Company expensed $1,953 of capitalized software costs in the Corporate operating segment during the two quarters ended June 27, 2016. |
Inventories
Inventories | 6 Months Ended |
Jun. 27, 2016 | |
Inventories | (4) Inventories Inventories as of June 27, 2016 and December 28, 2015 consisted of the following: As of June 27, 2016 December 28, 2015 (In thousands) Inventories: Raw materials $ 66,631 $ 70,577 Work-in-process 109,414 97,193 Finished goods 94,745 101,153 $ 270,790 $ 268,923 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 27, 2016 | |
Goodwill | (5) Goodwill As of June 27, 2016 and December 28, 2015, goodwill was as follows: Total (In thousands) Balance as of December 28, 2015 $ 346,990 Goodwill recognized during the two quarters ended June 27, 2016 25,624 Foreign currency translation adjustment (18 ) Balance as of June 27, 2016 $ 372,596 All goodwill relates to the Company’s PCB reportable operating segment. Goodwill balances include foreign currency translation adjustments related to foreign subsidiaries with functional currencies other than the U.S. Dollar. |
Definite-lived Intangibles
Definite-lived Intangibles | 6 Months Ended |
Jun. 27, 2016 | |
Definite-lived Intangibles | (6) Definite-lived Intangibles As of June 27, 2016 and December 28, 2015, the components of definite-lived intangibles were as follows: Gross Amount Accumulated Amortization Foreign Currency Translation Adjustment Net Carrying Amount Weighted Average Amortization Period (In thousands) (years) June 27, 2016: Customer relationships $ 203,563 $ (66,636 ) $ 109 $ 137,036 8.1 Technology 3,000 (1,077 ) — 1,923 3.0 $ 206,563 $ (67,713 ) $ 109 $ 138,959 December 28, 2015: Customer relationships $ 91,492 $ (80,152 ) $ 426 $ 11,766 9.2 Trade name 10,302 (10,313 ) 11 — 6.0 Acquired intangibles from Viasystems acquisition Customer relationships 147,500 (10,815 ) — 136,685 8.1 Technology 3,000 (577 ) — 2,423 3.0 $ 252,294 $ (101,857 ) $ 437 $ 150,874 The June 27, 2016 and December 28, 2015 definite-lived intangible balances include foreign currency translation adjustments related to foreign subsidiaries with functional currencies other than the U.S. Dollar. Definite-lived intangibles are generally amortized using the straight line method of amortization over the useful life, with the exception of certain customer relationship intangibles, which are amortized using an accelerated method of amortization based on estimated cash flows. Amortization expense was $5,949 and $3,910 for the quarters ended June 27, 2016 and June 29, 2015, respectively, and $11,896 and $5,784 for the two quarters ended June 27, 2016 and June 29, 2015, respectively. Estimated aggregate amortization for definite-lived intangible assets for the next five years and thereafter is as follows: (In thousands) Remaining 2016 $ 11,975 2017 23,647 2018 22,889 2019 18,746 2020 18,746 Thereafter 42,956 $ 138,959 |
Long-term Debt and Letters of C
Long-term Debt and Letters of Credit | 6 Months Ended |
Jun. 27, 2016 | |
Long-term Debt and Letters of Credit | (7) Long-term Debt and Letters of Credit The following table summarizes the long-term debt of the Company as of June 27, 2016 and December 28, 2015: Average Effective Interest Rate as of June 27, 2016 June 27, 2016 Average Effective Interest Rate as of December 28, 2015 December 28, 2015 (In thousands) Term loan due May 2021 6.00% $ 841,143 6.00% $ 947,625 U.S. ABL revolving loan due May 2020 2.21% 80,000 2.17% 80,000 Convertible senior notes due December 2020 1.75% 250,000 1.75% 250,000 Capital lease 6.43% 2,042 — 1,173,185 1,277,625 Less: Long-term debt unamortized discount (68,062 ) (75,668 ) Long-term debt unamortized debt issuance costs (27,558 ) (31,171 ) 1,077,565 1,170,786 Less: current maturities (80,358 ) (157,375 ) Long-term debt, less current maturities $ 997,207 $ 1,013,411 The fiscal calendar maturities of long-term debt through 2020 and thereafter are as follows: (In thousands) Remaining 2016 $ 80,358 2017 377 2018 401 2019 45,945 2020 297,979 Thereafter 748,125 $ 1,173,185 Term and Revolving Loans On May 31, 2015, in conjunction with the acquisition of Viasystems, the Company entered into a $950,000 Term Loan Credit Agreement (Term Loan). Additionally, the Company entered into a $150,000 U.S. Asset-Based Lending Credit Agreement (U.S. ABL) and a $150,000 Asia Asset-Based Lending Credit agreement (Asia ABL) (collectively the ABL Revolving Loans). The Company drew $80,000 of the U.S. ABL at the closing of the acquisition of Viasystems. The Term Loan was issued at a discount at 96.5% and bears interest at a floating rate of LIBOR, with a 1.0% LIBOR floor, plus an applicable interest margin of 5.0%, or JP Morgan Chase Bank’s prime rate, with a 2% floor, plus a margin of 4%, at the Company’s option. At June 27, 2016, the weighted average interest rate on the outstanding borrowings under the Term Loan was 6.0%. There is no provision, other than an event of default, for the interest margin to increase. The Term Loan will mature on May 31, 2021. The Term Loan is secured by a significant amount of the assets of the Company and its domestic subsidiaries and a pledge of 65% of voting stock of the Company’s first tier foreign subsidiaries and is structurally senior to the Company’s convertible senior notes. See Convertible Senior Notes below. The U.S. ABL consists of three tranches comprised of a revolving credit facility of up to $150,000, a letter of credit facility of up to $75,000, and swingline loans of up to $30,000, provided that at no time may amounts outstanding under the tranches exceed in aggregate $150,000 or the applicable borrowing base, which is a percentage of the principal amount of Eligible Accounts, as defined in the U.S. ABL agreement. Borrowings under the U.S. ABL bear interest at either a floating rate of LIBOR plus a margin of 175 basis points or JP Morgan Chase Bank’s prime rate plus a margin of 75 basis points, at the Company’s option. At June 27, 2016, the weighted average interest rate on the outstanding borrowings under the U.S. ABL was 2.21%. The applicable margin can vary based on the remaining availability of the facility, from 150 to 200 basis points for LIBOR-based loans or from 50 to 100 basis points for JP Morgan Chase Bank’s prime rate-based loans. Other than availability and an event of default, there are no other provisions for the interest margin to increase. The U.S. ABL will mature on May 31, 2020. Loans made under the U.S. ABL are secured first by all of the Company’s domestic cash, receivables and inventories as well as by a second position against a significant amount of the assets of the Company and its domestic subsidiaries and a pledge of 65% of voting stock of the Company’s first tier foreign subsidiaries and are structurally senior to the Company’s convertible senior notes. See Convertible Senior Notes below. At June 27, 2016, $80,000 of the U.S. ABL was outstanding and classified as short-term debt. The Company and its domestic subsidiaries have fully and unconditionally guaranteed the full and timely payment of all Term Loan and U.S. ABL related obligations. The Asia ABL consists of two tranches comprised of a revolving credit facility of up to $150,000 and a letter of credit facility of up to $100,000, provided that at no time may amounts outstanding under both tranches exceed in aggregate $150,000 or the applicable borrowing base, which is a percentage of the principal amount of Eligible Accounts, as defined in the Asia ABL agreement. Borrowings under the Asia ABL bear interest at a floating rate of LIBOR plus 175 basis points. There is no provision, other than an event of default, for the interest margin to increase. The Asia ABL will mature on May 22, 2020. Loans made under the Asia ABL are secured by a portion of cash and receivables of certain of the Companies subsidiaries in Asia and are structurally senior to the Company’s domestic obligations, including the convertible senior notes. See Convertible Senior Notes below. Additionally, certain of the Company’s subsidiaries in Asia have fully and unconditionally guaranteed the full and timely payment of all Asia ABL related obligations. At June 27, 2016, none of the Asia ABL was outstanding. The Company is required to make scheduled payments of the outstanding Term Loan balance on a quarterly basis. Based on certain parameters defined in the Term Loan agreement, the Company may be required to make an additional principal payment on an annual basis. Any additional annual payments reduce future required quarterly scheduled payments. During the quarter and two quarters ended June 27, 2016, the Company made debt principal payments totaling $30,000 and $106,482, respectively, representing normally scheduled principal payments as well as additional prepayments of principal. Any other outstanding balances under the Term Loan are due at the maturity date of May 31, 2021. Borrowings under the Term Loan are subject to various financial and operating covenants including maintaining a maximum total leverage ratio. Under the occurrence of certain events, the U.S. ABL and the Asia ABL are subject to various financial and operational covenants, including maintaining minimum fixed charge coverage ratios. At June 27, 2016, the Company was in compliance with the covenants under the Term Loan, the U.S. ABL and the Asia ABL. As of June 27, 2016 and December 28, 2015, remaining unamortized debt discount of $26,588 and $30,242, respectively, and debt issuance costs of $23,402 and $26,619, respectively, related to the Term Loan. These debt discount and debt issuance costs are recorded as a reduction of the Term Loan and are amortized over the duration of the Term Loan into interest expense using an effective interest rate of 7.50%. Additionally, remaining unamortized debt issuance costs related to the ABL Revolving Loans were $3,816 and $4,303 as of June 27, 2016 and December 28, 2015, respectively. These debt issuance costs are included in other non-current assets and are amortized to interest expense over the duration of the ABL Revolving Loans using the straight line method of amortization. At June 27, 2016, the remaining amortization period for the unamortized debt discount and debt issuance costs for both the Term Loan and the ABL Revolving Loans was 4.9 years. The Company is required to pay a commitment fee of 0.25% to 0.375% per annum on any unused portion of the U.S. ABL or Asia ABL based on utilization levels. Additionally, the Company also paid commitment fees of 0.5% per annum on the unused portion of the $90,000 senior secured revolving loan associated with the terminated 2012 credit agreement for the quarter and two quarters ended June 29, 2015. The Company incurred total commitment fees related to unused borrowing availability of $150 and $193 for the quarters ended June 27, 2016 and June 29, 2015, respectively, and $344 and $366 for the two quarters ended June 27, 2016 and June 29, 2015, respectively. As of June 27, 2016, the outstanding amount of the Term Loan was $841,143, all of which is included as long-term debt. Additionally, $80,000 of the U.S. ABL and none of the Asia ABL was outstanding as of June 27, 2016. Available borrowing capacity under the U.S. ABL and Asia ABL was $63,003 and $137,778, which includes letters of credit outstanding of $6,997 and $12,222 mentioned below, respectively, at June 27, 2016. Letters of Credit The Company has up to $75,000 and $100,000 Letters of Credit Facilities under the U.S. ABL and the Asia ABL, respectively, as mentioned above. As of June 27, 2016, letters of credit in the amount of $6,997 were outstanding under the U.S. ABL and $12,222 were outstanding under the Asia ABL with various expiration dates through July 2017. At December 28, 2015, certain letters of credit were securitized by cash collateral. As such the Company had recorded such cash as restricted cash on the consolidated condensed balance sheet as of December 28, 2015. As of June 27, 2016, none of the letters of credit were securitized by cash collateral. Convertible Senior Notes Convertible Senior Notes due 2020 The Company issued 1.75% convertible senior notes due December 15, 2020 in a public offering for an aggregate principal amount of $250,000 in 2013. The convertible senior notes bear interest at a rate of 1.75% per annum. Interest is payable semiannually in arrears on June 15 and December 15 of each year. The convertible senior notes are senior unsecured obligations and rank equally to the Company’s future unsecured senior indebtedness and are senior in right of payment to any of the Company’s future subordinated indebtedness. Convertible Senior Notes due 2015 The Company issued 3.25% convertible senior notes due on May 15, 2015 in a public offering for an aggregate principal amount of $175,000. In May 2015 the outstanding principal of $32,395 plus accrued interest was paid in full. As of June 27, 2016 and December 28, 2015, the following summarizes the equity components of the convertible senior notes included in additional paid-in capital: As of June 27, 2016 and December 28, 2015 Embedded conversion Senior Embedded conversion Senior Total (in thousands) Convertible senior notes due 2020 $ 60,227 $ (1,916 ) $ 58,311 The components of interest expense resulting from the convertible senior notes for the quarters and two quarters ended June 27, 2016 and June 29, 2015 are as follows: For the Quarter Ended For the Two Quarters Ended June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 (In thousands) Contractual coupon interest Convertible senior notes due 2020 $ 1,093 $ 1,094 $ 2,187 $ 2,187 Convertible senior notes due 2015 — 131 — 395 $ 1,093 $ 1,225 $ 2,187 $ 2,582 Amortization of debt discount Convertible senior notes due 2020 $ 1,992 $ 1,867 $ 3,952 $ 3,705 Convertible senior notes due 2015 — 187 — 554 $ 1,992 $ 2,054 $ 3,952 $ 4,259 Amortization of debt issuance costs Convertible senior notes due 2020 $ 200 $ 187 $ 396 $ 371 Convertible senior notes due 2015 — 19 — 56 $ 200 $ 206 $ 396 $ 427 As of June 27, 2016 and December 28, 2015, remaining unamortized debt discount of $41,474 and $45,426, respectively, and debt issuance costs of $4,156 and $4,552, respectively, related to the convertible senior notes. These debt discount and debt issuance costs are recorded as a reduction of the convertible senior notes and are being amortized to interest expense over the term of the convertible senior notes using the effective interest rate method. At June 27, 2016, the remaining weighted average amortization period for the unamortized senior convertible note discount and debt issuance costs was 4.5 years. For the quarters and two quarters ended June 27, 2016 and June 29, 2015, the amortization of the convertible senior notes due 2020 debt discount and debt issuance costs was based on an effective interest rate of 6.48%. For the quarter and two quarters ended June 29, 2015, the amortization of the convertible senior notes due 2015 debt discount and debt issuance costs was based on an effective interest rate of 8.37%. Other Credit Facility Additionally, the Company is party to a revolving loan credit facility (Chinese Revolver) with a lender in China. Under this arrangement, the lender has made available to the Company approximately $34,800 in unsecured borrowing with all terms of the borrowing to be negotiated at the time the Chinese Revolver is drawn upon. There are no commitment fees on the unused portion of the Chinese Revolver, and this arrangement expires in December 2016. As of June 27, 2016, the Chinese Revolver had not been drawn upon. Loss on Extinguishment of Debt The Company became a party to its current Term Loan and ABL Revolving Loans during the second quarter ended June 29, 2015 in order to refinance and pay in full the remaining outstanding amount of $225,700 under an existing 2012 credit agreement, as well as to finance the acquisition of Viasystems and refinance Viasystems’ outstanding debt. As a result, the Company recognized losses of approximately $802 for the quarter and two quarters ended June 29, 2015 resulting from the write off of the remaining unamortized debt issuance costs associated with the terminated 2012 credit agreement. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 27, 2016 | |
Income Taxes | (8) Income Taxes The Company’s effective tax rate will generally differ from the U.S. federal statutory rate of 35% due to favorable tax rates associated with earnings from the Company’s operations in lower-tax jurisdictions such as China, the apportioned state income tax rates, generation of other credits and deductions available to the Company, changes in valuation allowances, and certain non-deductible items. During the quarter and two quarters ended June 27, 2016, the Company’s effective tax rate was impacted by a net discrete benefit of $5,942 and $6,494, respectively, related to (i) tax holiday benefits, (ii) release of uncertain tax positions due to expiration of statute of limitations in foreign jurisdiction, and (iii) accrued interest on existing uncertain tax positions. Additionally, no tax benefit was recorded on the losses incurred in the U.S. and certain foreign jurisdictions as a result of corresponding increases in the valuation allowances in these jurisdictions. The Company’s foreign earnings attributable to certain foreign subsidiaries will be indefinitely reinvested in such foreign jurisdictions and, therefore, no deferred tax liabilities for U.S. income taxes on undistributed earnings are recorded. Certain entities in China operated under tax incentives effective through 2016. For the quarter and two quarters ended June 27, 2016, the tax incentives decreased Chinese taxes by approximately $2,861 and $4,525, respectively, which increased basic earnings per share by $0.03 and $0.05, and increased diluted earnings per share by $0.02 and $0.04, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 27, 2016 | |
Accumulated Other Comprehensive Income (Loss) | (9) Accumulated Other Comprehensive Income (Loss) The following provides a summary of the components of accumulated other comprehensive income (loss) as of June 27, 2016 and December 28, 2015: Foreign Currency Translation Gains (Losses) on Cash Flow Hedges Total (In thousands) Ending balance at December 28, 2015 $ 2,895 $ (1,272 ) $ 1,623 Other comprehensive loss before reclassifications (13,711 ) (21 ) (13,732 ) Amounts reclassified from accumulated other comprehensive income — 81 81 Other comprehensive (loss) income (13,711 ) 60 (13,651 ) Ending balance at June 27, 2016 $ (10,816 ) $ (1,212 ) $ (12,028 ) The following provides a summary of reclassifications out of accumulated other comprehensive income (loss) for the quarters and two quarters ended June 27, 2016 and June 29, 2015: Amount Reclassified from Accumulated Other Comprehensive Income For the Quarter Ended For the Two Quarters Ended Details about Accumulated Other Comprehensive Income Components Statement of Operations Location June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 Gain on foreign currency translation Gain on sale of assets, net of tax $ — $ — $ — $ (1,786 ) Loss on cash flow hedges Depreciation expense, net of tax $ 39 $ 43 $ 81 $ 85 |
Significant Customers and Conce
Significant Customers and Concentration of Credit Risk | 6 Months Ended |
Jun. 27, 2016 | |
Significant Customers and Concentration of Credit Risk | (10) Significant Customers and Concentration of Credit Risk In the normal course of business, the Company extends credit to its customers, which are concentrated primarily in the automotive, cellular phone, computer, networking and communications and aerospace and defense industries. Most customers to which the Company extends credit are located outside the United States, with the exception of certain customers in the aerospace and defense industries. The Company performs ongoing credit evaluations of customers, does not require collateral, and considers the credit risk profile of the entity from which the receivable is due in further evaluating collection risk. The Company’s customers include both OEM and EMS companies. The Company’s OEM customers often direct a significant portion of their purchases through EMS companies. While the Company’s customers include both OEM and EMS providers, the Company measures customer concentration based on OEM companies, as they are the ultimate end customers. For the quarters ended June 27, 2016 and June 29, 2015, one customer accounted for approximately 10% and 22%, respectively, of the Company’s net sales. For the two quarters ended June 27, 2016 and June 29, 2015, one customer accounted for approximately 10% and 24%, respectively, of the Company’s net sales. There were no other customers that accounted for 10% or more of net sales for the quarters or two quarters ended June 27, 2016 and June 29, 2015. |
Fair Value Measures
Fair Value Measures | 6 Months Ended |
Jun. 27, 2016 | |
Fair Value Measures | (11) Fair Value Measures The Company measures at fair value its financial and non-financial assets by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The carrying amount and estimated fair value of the Company’s financial instruments at June 27, 2016 and December 28, 2015 were as follows: June 27, 2016 December 28, 2015 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) Term and revolving loans $ 871,153 $ 910,629 $ 970,764 $ 935,000 Convertible senior notes due 2020 204,370 235,775 200,022 230,950 Capital lease 2,042 2,042 — — The fair value of the long-term debt was estimated based on quoted market prices or discounting the debt over its life using current market rates for similar debt as of June 27, 2016 and December 28, 2015, which are considered Level 1 and Level 2 inputs. The fair value of the convertible senior notes was estimated based on quoted market prices of the securities on an active exchange, which are considered Level 1 and Level 2 inputs. As of June 27, 2016 and December 28, 2015, the Company’s other financial instruments also included cash and cash equivalents, accounts receivable and accounts payable. Due to short-term maturities, the carrying amount of these instruments approximates fair value. Our cash and cash equivalents at June 27, 2016 consisted of $64,143 held in the U.S., with the remaining $152,008 held by foreign subsidiaries. The majority of the Company’s non-financial assets and liabilities, which include goodwill, intangible assets, inventories, and property, plant and equipment, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment (at least annually for goodwill), based upon a comparison of the non-financial instrument’s fair value to its carrying value, an impairment is recorded to reduce the carrying value to the fair value, if the carrying value exceeds the fair value. For the two quarters ended June 27, 2016, the following assets were measured at fair value on a nonrecurring basis using the type of inputs shown: Fair Value Measurements Using: June 27, 2016 Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses for the Two Quarters Ended June 27, 2016 (In thousands) Assets held for sale $ 155 $ — $ 155 $ — $ 1,393 Long-lived assets held and use 2,254 — — 2,254 1,953 $ 3,346 There was no impairment of long-lived assets recognized in the quarter ended June 27, 2016 or for the quarter and two quarters ended June 29, 2015. The fair values of assets held for sale were primarily determined using appraisals and comparable prices of similar assets, which are considered to be Level 2 inputs. Additionally, the Company has capitalized software costs in accordance with U.S. GAAP. During the two quarters ended June 27, 2016, the Company determined that certain capitalized costs no longer had benefit primarily as a result of the Viasystems acquisition. Because the primary determination of fair value was based on management’s assumptions and estimates of capitalized costs to dispose, the resulting fair value is considered a Level 3 input. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 27, 2016 | |
Commitments and Contingencies | (12) Commitments and Contingencies Legal Matters The Company is subject to various legal matters, which it considers normal for its business activities. While the Company currently believes that the amount of any reasonably possible loss for known matters would not be material to the Company’s financial condition, the outcome of these actions is inherently difficult to predict. In the event of an adverse outcome, the ultimate potential loss could have a material adverse effect on the Company’s financial condition or results of operations in a particular period. The Company has accrued amounts for its loss contingencies which are probable and estimable as of June 27, 2016 and December 28, 2015. However, these amounts are not material to the consolidated condensed financial statements of the Company. Environmental Matters The process to manufacture PCBs requires adherence to city, county, state, federal, and foreign environmental regulations regarding the storage, use, handling, and disposal of chemicals, solid wastes, and other hazardous materials, as well as compliance with air quality standards and chemical use reporting. The Company believes that its facilities in the United States, Canada and Mexico comply in all material respects with applicable environmental laws and regulations. In China, governmental authorities have adopted new rules and regulations governing environmental issues. An update to the Chinese environmental waste water law was issued in late 2012, allowing for an interim period in which plants subject to such law may install equipment that meets the new regulatory regime. Some of the Company’s plants in China are not yet in full compliance with the updated environmental regulations. The Company believes it has developed plans acceptable to the Chinese government and is in the process of implementing these plans. The Company does not anticipate any immediate risk of government fines or temporary closure of its Chinese plants. The Company has established and enacted an investment plan related to the efforts to come into full compliance with the new regulations. The 2016 capital expenditure costs expected for these plans are included in the Company’s capital expenditure projections. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 27, 2016 | |
Earnings Per Share | (13) Earnings Per Share The following is a reconciliation of the numerator and denominator used to calculate basic earnings (loss) per share and diluted earnings (loss) per share for the quarters and two quarters ended June 27, 2016 and June 29, 2015: Quarter Ended Two Quarters Ended June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 (In thousands, except per share amounts) Basic earning (loss): Basic earning (loss) $ 18,548 $ (36,612 ) $ 11,284 $ (33,166 ) Diluted earning (loss): Net income (loss) attributable to TTM Technologies, Inc. stockholders $ 18,548 $ (36,612 ) $ 11,284 $ (33,166 ) Interest expense from convertible senior notes, net of tax 3,285 — — — Diluted earnings (loss) $ 21,833 $ (36,612 ) $ 11,284 $ (33,166 ) Basic shares 100,170 88,834 99,883 86,218 Dilutive effect of performance-based stock units, restricted stock units and stock options 840 — 907 — Dilutive effect of assumed conversion of convertible senior notes outstanding 25,940 — — — Diluted shares 126,950 88,834 100,790 86,218 Income (loss) per share attributable to TTM Technologies, Inc. stockholders: Basic $ 0.19 $ (0.41 ) $ 0.11 $ (0.38 ) Diluted $ 0.17 $ (0.41 ) $ 0.11 $ (0.38 ) For the quarter and two quarters ended June 27, 2016, performance-based stock units (PRUs), restricted stock units (RSUs) and stock options to purchase 347 and 1,644 shares of common stock, respectively, were not considered in calculating diluted earnings per share because the options’ exercise prices or the total expected proceeds under the treasury stock method for performance-based stock units, restricted stock units or stock options was greater than the average market price of common shares during the applicable quarter and two quarters and, therefore, the effect would be anti-dilutive. For the two quarters ended June 27, 2016, the effect of shares of common stock related to the Company’s convertible senior notes, based on the if-converted method, were not included in the computation of dilutive earnings per share as the impact would be anti-dilutive. For the quarter and two quarters ended June 29, 2015, potential shares of common stock, consisting of stock options to purchase approximately 433 shares of common stock at exercise prices ranging from $5.78 to $16.82 per share, 2,335 RSUs, and 275 PRUs were not included in the computation of diluted earnings per share because the Company incurred a net loss and, as a result, the impact would be anti-dilutive. For both the quarters and two quarters ended June 27, 2016 and June 29, 2015, outstanding warrants to purchase 25,940 and 28,020 shares, respectively, were not included in the computation of dilutive earnings per share because the strike price of the warrants to purchase the Company’s common stock were greater than the average market price of common shares during the applicable quarters and two quarters, and therefore, the effect would be anti-dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 27, 2016 | |
Stock-Based Compensation | (14) Stock-Based Compensation Stock-based compensation expense is recognized in the accompanying consolidated condensed statements of operations as follows: Quarter Ended Two Quarters Ended June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 (In thousands) Cost of goods sold $ 429 $ 243 $ 749 $ 468 Selling and marketing 271 269 481 540 General and administrative 2,145 1,802 3,861 3,346 Stock-based compensation expense recognized $ 2,845 $ 2,314 $ 5,091 $ 4,354 Performance-based Restricted Stock Units The Company maintains a long-term incentive program for executives that provides for the issuance of PRUs, representing hypothetical shares of the Company’s common stock that may be issued. Under the PRU program, a target number of PRUs is awarded at the beginning of each three-year performance period. The number of shares of common stock released at the end of the performance period will range from zero to 2.4 times the target number depending on performance during the period. The performance metrics of the PRU program are based on (a) annual financial targets, which are based on revenue and EBITDA (earnings before interest, tax, depreciation, and amortization expense), each equally weighted, and (b) an overall modifier based on the Company’s total stockholder return (TSR) relative to a group of peer companies selected by the Company’s compensation committee, over the three-year performance period. The Company records stock-based compensation expense for PRU awards granted based on management’s periodic assessment of the probability of the PRU awards vesting. For the quarters and two quarters ended June 27, 2016, management determined that vesting of the PRU awards was probable. PRUs activity for the two quarters ended June 27, 2016 was as follows: Shares Weighted Average Fair Value (In thousands) Outstanding target shares at December 28, 2015 301 $ 8.58 Granted 347 6.46 Change in units due to annual financial target performance achievement — — Outstanding target shares at June 27, 2016 648 $ 7.45 Restricted Stock Units The Company granted 131 and 331 RSUs during the quarters ended June 27, 2016 and June 29, 2015, respectively, and 1,814 and 1,301 RSUs during the two quarters ended June 27, 2016 and June 29, 2015, respectively. The RSUs granted have a weighted-average fair value per unit of $6.53 and $10.19 for the quarters ended June 27, 2016 and June 29, 2015, respectively, and $6.74 and $9.15 for the two quarters ended June 27, 2016 and June 29, 2015, respectively. The fair value for RSUs granted is based on the closing share price of the Company’s common stock on the date of grant. Stock Options The Company did not grant any stock option awards during the quarters and two quarters ended June 27, 2016 and June 29, 2015. Summary of Unrecognized Compensation Costs The following is a summary of total unrecognized compensation costs as of June 27, 2016: Unrecognized Stock-Based Compensation Cost Remaining Weighted Average Recognition Period (In thousands) (years) RSU awards $ 16,427 1.5 PRU awards 2,636 1.7 $ 19,063 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 27, 2016 | |
Segment Information | (15) Segment Information The operating segments reported below are the Company’s segments for which separate financial information is available and upon which operating results are evaluated by the chief operating decision maker to assess performance and to allocate resources. The Company has reviewed its reportable operating segments and determined that it continues to have two reportable operating segments: PCB and E-M Solutions. This determination was made based on the criteria of earning revenues and incurring expenses, the Company’s organizational structure which has segment managers who report to the chief operating decision maker and discrete financial information, and the aggregation of similar operating segments into reportable operating segments. Factors considered to determine whether operating segments can be aggregated into reportable segments included similarity regarding economic characteristics, products, production processes, type or classes of customers, distribution methods, and regulatory environments. All prior-period amounts have been adjusted retrospectively to reflect our reportable segment changes that were made in the third quarter of 2015. The Company, including the chief operating decision maker, evaluates segment performance based on operating segment income, which is operating income before amortization of intangibles. Interest expense and interest income are not presented by segment since they are not included in the measure of segment profitability reviewed by the chief operating decision maker. All inter-segment transactions have been eliminated. The Company accounts for inter-segment sales and transfers consistent with the Company’s revenue recognition policy. The inter-segment sales for the quarters and two quarters ended June 27, 2016 and June 29, 2015, are sales primarily from the PCB to the E-M Solutions operating segment. Quarter Ended Two Quarters Ended June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 (In thousands) Net Sales: PCB $ 563,574 $ 417,901 $ 1,093,519 $ 728,225 E-M Solutions 40,427 28,514 96,905 47,796 Total sales 604,001 446,415 1,190,424 776,201 Inter-segment sales (2,154 ) (970 ) (5,319 ) (1,592 ) Total net sales $ 601,847 $ 445,445 $ 1,185,105 $ 774,609 Operating Segment Income (Loss): PCB $ 64,970 $ 30,456 $ 114,337 $ 53,716 E-M Solutions (153 ) (110 ) 234 541 Corporate (24,189 ) (33,496 ) (49,094 ) (47,268 ) Total operating segment income (loss) 40,628 (3,150 ) 65,477 6,989 Amortization of definite-lived intangibles (5,949 ) (3,910 ) (11,896 ) (5,784 ) Total operating income (loss) 34,679 (7,060 ) 53,581 1,205 Total other expense (16,893 ) (12,899 ) (37,468 ) (19,079 ) Income (loss) before income taxes $ 17,786 $ (19,959 ) $ 16,113 $ (17,874 ) The Corporate category includes operating expenses that are not included in the segment operating performance measures. Corporate consists primarily of corporate governance functions such as finance, accounting, information technology, facilities and human resources personnel, as well as global sales and marketing personnel and acquisition and integration costs associated with the acquisition of Viasystems. Corporate includes bank fees and legal, accounting, and other professional service costs associated with the acquisition of Viasystems of $605 and $22,627 for the quarters ended June 27, 2016 and June 29, 2015, respectively, and $1,296 and $30,862 for the two quarters ended June 27, 2016 and June 29, 2015, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 27, 2016 | |
Related Party Transactions | (16) Related Party Transactions In the normal course of business, the Company’s foreign subsidiaries purchase laminate and prepreg from related parties in which a significant shareholder of the Company holds an equity interest. The Company purchased laminate and prepreg from these related parties in the amount of $14,259 and $12,914 for the quarters ended June 27, 2016 and June 29, 2015, respectively, and $30,257 and $22,859 for the two quarters ended June 27, 2016 and June 29, 2015, respectively. Dongguan Shengyi Electronics Ltd. (SYE) is also a related party as it is a wholly owned subsidiary of an entity in which a significant shareholder of the Company holds an equity interest. The Company sells PCBs to SYE and purchases PCBs including various services relating to PCB manufacturing from SYE. Sales to SYE for the quarters ended June 27, 2016 and June 29, 2015 were $298 and $1,343, respectively, and $610 and $2,825 for the two quarters ended June 27, 2016 and June 29, 2015, respectively. Purchases of PCBs, including various services relating to PCB manufacturing, for the quarter ended June 29, 2015 were $366, and $805 for the two quarters ended June 29, 2015. There were no purchases of PCBs including various services relating to PCB manufacturing for the quarter or two quarters ended June 27, 2016. As of June 27, 2016 and December 28, 2015, the Company’s consolidated condensed balance sheets included $18,167 and $29,306, respectively, in accounts payable due to related parties for purchases of laminate and prepreg and various PCB manufacturing services and such balances are included as a component of accounts payable on the consolidated condensed balance sheets. Additionally, the Company’s consolidated condensed balance sheets included $476 and $1,999, in accounts receivable due from a related party for sales of PCBs to SYE, as of June 27, 2016 and December 28, 2015, respectively, as mentioned above, and such balances are included as a component of accounts receivable, net on the consolidated condensed balance sheets. |
Sale of Suzhou, China Manufactu
Sale of Suzhou, China Manufacturing Facility | 6 Months Ended |
Jun. 27, 2016 | |
Sale of Suzhou, China Manufacturing Facility | (17) Sale of Suzhou, China Manufacturing Facility During the quarter ended June 29, 2015, the Company sold its Meadville Aspocomp (Suzhou) Electronic Co., Ltd. subsidiary, which held its Suzhou, China manufacturing facility, for $21,275 and recognized a gain of $2,504. This subsidiary was included in the Company’s PCB operating segment. |
Nature of Operations and Basi24
Nature of Operations and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 27, 2016 | |
Recently Adopted and Issued Accounting Standards | Recently Adopted and Issued Accounting Standards In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In April 2015, the FASB issued ASU 2015-03, Imputation of Interest In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers |
Acquisition of Viasystems Gro25
Acquisition of Viasystems Group, Inc. (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Components of Purchase Price | 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 |
Final Estimated Fair Values of Net Assets Acquired and Noncontrolling Interest | The following summarizes the final estimated fair values of net assets acquired and noncontrolling interest: (In thousands) Cash $ 79,662 Restricted cash 3,510 Accounts and notes receivables ($216,259 contractual gross receivables) 209,196 Inventories 132,216 Prepaid expenses and other current assets 30,633 Property, plant and equipment 427,457 Identifiable intangible assets 150,500 Goodwill 360,494 Deposits and other noncurrent assets 1,157 Current liabilities (256,705 ) Long-term debt (669,024 ) Other liabilities (63,966 ) Noncontrolling interest (7,300 ) Total $ 397,830 |
Unaudited 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 2015. The pro forma financial information presented includes the effects of adjustments related to the fair value step up of acquired inventory, amortization of acquired intangible assets and 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 June 29, 2015 Two Quarters Ended June 29, 2015 (In thousands, except per share data) Net sales $ 647,632 $ 1,281,425 Net loss attributable to TTM Technologies, Inc. stockholders $ (24,348 ) $ (22,796 ) Basic loss per share $ (0.23 ) $ (0.23 ) Dilutive loss per share $ (0.23 ) $ (0.23 ) |
Consolidation Plan, Restructu26
Consolidation Plan, Restructuring and Impairment Charges (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Summary of Restructuring Costs by Operating Segment | The below table summarizes such restructuring costs by operating segment: Quarter Ended June 27, 2016 Two Quarters Ended June 27, 2016 Employee severance Contract Total Employee severance Contract Total (In thousands) Operating Segment: PCB $ 668 $ 488 $ 1,156 $ 1,267 $ 1,100 $ 2,367 E-M Solutions 578 1,425 2,003 734 1,944 2,678 Corporate 40 790 830 9 848 857 $ 1,286 $ 2,703 $ 3,989 $ 2,010 $ 3,892 $ 5,902 |
Accrued Restructuring Costs | The below table shows the utilization of the accrued restructuring costs during the two quarters ended June 27, 2016: Employee Contract termination and other costs Total (In thousands) Accrued at December 28, 2015 $ 6,044 $ 535 $ 6,579 Charged to expense 2,010 3,892 5,902 Amount paid (6,802 ) (3,085 ) (9,887 ) Accrued at June 27, 2016 $ 1,252 $ 1,342 $ 2,594 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Schedule of Inventories | Inventories as of June 27, 2016 and December 28, 2015 consisted of the following: As of June 27, 2016 December 28, 2015 (In thousands) Inventories: Raw materials $ 66,631 $ 70,577 Work-in-process 109,414 97,193 Finished goods 94,745 101,153 $ 270,790 $ 268,923 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Goodwill | As of June 27, 2016 and December 28, 2015, goodwill was as follows: Total (In thousands) Balance as of December 28, 2015 $ 346,990 Goodwill recognized during the two quarters ended June 27, 2016 25,624 Foreign currency translation adjustment (18 ) Balance as of June 27, 2016 $ 372,596 |
Definite-lived Intangibles (Tab
Definite-lived Intangibles (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Definite Lived Intangibles | As of June 27, 2016 and December 28, 2015, the components of definite-lived intangibles were as follows: Gross Amount Accumulated Amortization Foreign Currency Translation Adjustment Net Carrying Amount Weighted Average Amortization Period (In thousands) (years) June 27, 2016: Customer relationships $ 203,563 $ (66,636 ) $ 109 $ 137,036 8.1 Technology 3,000 (1,077 ) — 1,923 3.0 $ 206,563 $ (67,713 ) $ 109 $ 138,959 December 28, 2015: Customer relationships $ 91,492 $ (80,152 ) $ 426 $ 11,766 9.2 Trade name 10,302 (10,313 ) 11 — 6.0 Acquired intangibles from Viasystems acquisition Customer relationships 147,500 (10,815 ) — 136,685 8.1 Technology 3,000 (577 ) — 2,423 3.0 $ 252,294 $ (101,857 ) $ 437 $ 150,874 |
Estimated Aggregate Amortization for Definite-Lived Intangible Assets | Estimated aggregate amortization for definite-lived intangible assets for the next five years and thereafter is as follows: (In thousands) Remaining 2016 $ 11,975 2017 23,647 2018 22,889 2019 18,746 2020 18,746 Thereafter 42,956 $ 138,959 |
Long-term Debt and Letters of30
Long-term Debt and Letters of Credit (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Long -Term Debt | The following table summarizes the long-term debt of the Company as of June 27, 2016 and December 28, 2015: Average Effective Interest Rate as of June 27, 2016 June 27, 2016 Average Effective Interest Rate as of December 28, 2015 December 28, 2015 (In thousands) Term loan due May 2021 6.00% $ 841,143 6.00% $ 947,625 U.S. ABL revolving loan due May 2020 2.21% 80,000 2.17% 80,000 Convertible senior notes due December 2020 1.75% 250,000 1.75% 250,000 Capital lease 6.43% 2,042 — 1,173,185 1,277,625 Less: Long-term debt unamortized discount (68,062 ) (75,668 ) Long-term debt unamortized debt issuance costs (27,558 ) (31,171 ) 1,077,565 1,170,786 Less: current maturities (80,358 ) (157,375 ) Long-term debt, less current maturities $ 997,207 $ 1,013,411 |
Long -Term Debt Maturities | The fiscal calendar maturities of long-term debt through 2020 and thereafter are as follows: (In thousands) Remaining 2016 $ 80,358 2017 377 2018 401 2019 45,945 2020 297,979 Thereafter 748,125 $ 1,173,185 |
Schedule of Liability and Equity Components of Convertible Senior Notes Included in Additional Paid-in Capital | As of June 27, 2016 and December 28, 2015, the following summarizes the equity components of the convertible senior notes included in additional paid-in capital: As of June 27, 2016 and December 28, 2015 Embedded conversion Senior Embedded conversion Senior Total (in thousands) Convertible senior notes due 2020 $ 60,227 $ (1,916 ) $ 58,311 |
Components of Interest Expense from Convertible Senior Notes | The components of interest expense resulting from the convertible senior notes for the quarters and two quarters ended June 27, 2016 and June 29, 2015 are as follows: For the Quarter Ended For the Two Quarters Ended June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 (In thousands) Contractual coupon interest Convertible senior notes due 2020 $ 1,093 $ 1,094 $ 2,187 $ 2,187 Convertible senior notes due 2015 — 131 — 395 $ 1,093 $ 1,225 $ 2,187 $ 2,582 Amortization of debt discount Convertible senior notes due 2020 $ 1,992 $ 1,867 $ 3,952 $ 3,705 Convertible senior notes due 2015 — 187 — 554 $ 1,992 $ 2,054 $ 3,952 $ 4,259 Amortization of debt issuance costs Convertible senior notes due 2020 $ 200 $ 187 $ 396 $ 371 Convertible senior notes due 2015 — 19 — 56 $ 200 $ 206 $ 396 $ 427 |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following provides a summary of the components of accumulated other comprehensive income (loss) as of June 27, 2016 and December 28, 2015: Foreign Currency Translation Gains (Losses) on Cash Flow Hedges Total (In thousands) Ending balance at December 28, 2015 $ 2,895 $ (1,272 ) $ 1,623 Other comprehensive loss before reclassifications (13,711 ) (21 ) (13,732 ) Amounts reclassified from accumulated other comprehensive income — 81 81 Other comprehensive (loss) income (13,711 ) 60 (13,651 ) Ending balance at June 27, 2016 $ (10,816 ) $ (1,212 ) $ (12,028 ) |
Summary of Reclassification Out of Accumulated Other Comprehensive Income (Loss) | The following provides a summary of reclassifications out of accumulated other comprehensive income (loss) for the quarters and two quarters ended June 27, 2016 and June 29, 2015: Amount Reclassified from Accumulated Other Comprehensive Income For the Quarter Ended For the Two Quarters Ended Details about Accumulated Other Comprehensive Income Components Statement of Operations Location June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 Gain on foreign currency translation Gain on sale of assets, net of tax $ — $ — $ — $ (1,786 ) Loss on cash flow hedges Depreciation expense, net of tax $ 39 $ 43 $ 81 $ 85 |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Carrying Amount and Estimated Fair Value of Financial Instruments | The carrying amount and estimated fair value of the Company’s financial instruments at June 27, 2016 and December 28, 2015 were as follows: June 27, 2016 December 28, 2015 Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) Term and revolving loans $ 871,153 $ 910,629 $ 970,764 $ 935,000 Convertible senior notes due 2020 204,370 235,775 200,022 230,950 Capital lease 2,042 2,042 — — |
Assets measured at Fair Value on Nonrecurring Basis | For the two quarters ended June 27, 2016, the following assets were measured at fair value on a nonrecurring basis using the type of inputs shown: Fair Value Measurements Using: June 27, 2016 Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Losses for the Two Quarters Ended June 27, 2016 (In thousands) Assets held for sale $ 155 $ — $ 155 $ — $ 1,393 Long-lived assets held and use 2,254 — — 2,254 1,953 $ 3,346 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Schedule of Reconciliation of Earnings (Loss) per Share | The following is a reconciliation of the numerator and denominator used to calculate basic earnings (loss) per share and diluted earnings (loss) per share for the quarters and two quarters ended June 27, 2016 and June 29, 2015: Quarter Ended Two Quarters Ended June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 (In thousands, except per share amounts) Basic earning (loss): Basic earning (loss) $ 18,548 $ (36,612 ) $ 11,284 $ (33,166 ) Diluted earning (loss): Net income (loss) attributable to TTM Technologies, Inc. stockholders $ 18,548 $ (36,612 ) $ 11,284 $ (33,166 ) Interest expense from convertible senior notes, net of tax 3,285 — — — Diluted earnings (loss) $ 21,833 $ (36,612 ) $ 11,284 $ (33,166 ) Basic shares 100,170 88,834 99,883 86,218 Dilutive effect of performance-based stock units, restricted stock units and stock options 840 — 907 — Dilutive effect of assumed conversion of convertible senior notes outstanding 25,940 — — — Diluted shares 126,950 88,834 100,790 86,218 Income (loss) per share attributable to TTM Technologies, Inc. stockholders: Basic $ 0.19 $ (0.41 ) $ 0.11 $ (0.38 ) Diluted $ 0.17 $ (0.41 ) $ 0.11 $ (0.38 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Amounts Recognized in Consolidated Financial Statements of Operations with Respect to Stock Based Compensation Plan | Stock-based compensation expense is recognized in the accompanying consolidated condensed statements of operations as follows: Quarter Ended Two Quarters Ended June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 (In thousands) Cost of goods sold $ 429 $ 243 $ 749 $ 468 Selling and marketing 271 269 481 540 General and administrative 2,145 1,802 3,861 3,346 Stock-based compensation expense recognized $ 2,845 $ 2,314 $ 5,091 $ 4,354 |
Performance-Based Restricted Stock Units Activity | PRUs activity for the two quarters ended June 27, 2016 was as follows: Shares Weighted Average Fair Value (In thousands) Outstanding target shares at December 28, 2015 301 $ 8.58 Granted 347 6.46 Change in units due to annual financial target performance achievement — — Outstanding target shares at June 27, 2016 648 $ 7.45 |
Summary of Unrecognized Compensation Costs | The following is a summary of total unrecognized compensation costs as of June 27, 2016: Unrecognized Stock-Based Compensation Cost Remaining Weighted Average Recognition Period (In thousands) (years) RSU awards $ 16,427 1.5 PRU awards 2,636 1.7 $ 19,063 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 27, 2016 | |
Reconciliation of Operating Income (Loss) from Segments to Consolidated | The Company accounts for inter-segment sales and transfers consistent with the Company’s revenue recognition policy. The inter-segment sales for the quarters and two quarters ended June 27, 2016 and June 29, 2015, are sales primarily from the PCB to the E-M Solutions operating segment. Quarter Ended Two Quarters Ended June 27, 2016 June 29, 2015 June 27, 2016 June 29, 2015 (In thousands) Net Sales: PCB $ 563,574 $ 417,901 $ 1,093,519 $ 728,225 E-M Solutions 40,427 28,514 96,905 47,796 Total sales 604,001 446,415 1,190,424 776,201 Inter-segment sales (2,154 ) (970 ) (5,319 ) (1,592 ) Total net sales $ 601,847 $ 445,445 $ 1,185,105 $ 774,609 Operating Segment Income (Loss): PCB $ 64,970 $ 30,456 $ 114,337 $ 53,716 E-M Solutions (153 ) (110 ) 234 541 Corporate (24,189 ) (33,496 ) (49,094 ) (47,268 ) Total operating segment income (loss) 40,628 (3,150 ) 65,477 6,989 Amortization of definite-lived intangibles (5,949 ) (3,910 ) (11,896 ) (5,784 ) Total operating income (loss) 34,679 (7,060 ) 53,581 1,205 Total other expense (16,893 ) (12,899 ) (37,468 ) (19,079 ) Income (loss) before income taxes $ 17,786 $ (19,959 ) $ 16,113 $ (17,874 ) |
Nature of Operations and Basi36
Nature of Operations and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 27, 2016 | Dec. 28, 2015 |
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||
Unamortized debt issuance costs | $ 27,558 | $ 31,171 |
Other non-current assets | $ 21,070 | 16,682 |
ASU 2015-03 | Previously Reported | ||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||
Other non-current assets | (31,171) | |
ASU 2015-03 | Adjustment | ||
Nature Of Operations And Basis Of Accounting Presentation [Line Items] | ||
Unamortized debt issuance costs | $ 31,171 |
Acquisition of Viasystems Gro37
Acquisition of Viasystems Group, Inc - Additional Information (Detail) - TTM Viasystems Group Inc - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | May 31, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | May 29, 2015 |
Business Acquisition [Line Items] | ||||||
Business acquisition agreement date | May 31, 2015 | |||||
Cash consideration | $ 248,824 | |||||
Number of shares issued | 15,082 | |||||
Value of TTM common stock issued | $ 149,006 | |||||
Assumption of Viasystems debt | $ 669,024 | |||||
Business combination, acquisition related costs | $ 605 | $ 22,627 | $ 1,296 | $ 30,862 | ||
Closing market price of common stock | $ 9.88 | |||||
Increase in current liabilities | 3,442 | |||||
Increase in other noncurrent liabilities | $ 22,182 |
Components of Purchase Price (D
Components of Purchase Price (Detail) - TTM Viasystems Group Inc $ in Thousands | May 31, 2015USD ($) |
Business Acquisition [Line Items] | |
Value of TTM common stock issued | $ 149,006 |
Cash consideration | 248,824 |
Business Combination, Consideration Transferred, Excluding Debt Assumed, Total | 397,830 |
Debt assumed | 669,024 |
Enterprise value | $ 1,066,854 |
Final Estimated Fair Values of
Final Estimated Fair Values of Net Assets Acquired and Noncontrolling Interest (Detail) - USD ($) $ in Thousands | Jun. 27, 2016 | Dec. 28, 2015 | May 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 372,596 | $ 346,990 | |
TTM Viasystems Group Inc | |||
Business Acquisition [Line Items] | |||
Cash | $ 79,662 | ||
Restricted cash | 3,510 | ||
Accounts and notes receivables ($216,259 contractual gross receivables) | 209,196 | ||
Inventories | 132,216 | ||
Prepaid expenses and other current assets | 30,633 | ||
Property, plant and equipment | 427,457 | ||
Identifiable intangible assets | 150,500 | ||
Goodwill | 360,494 | ||
Deposits and other noncurrent assets | 1,157 | ||
Current liabilities | (256,705) | ||
Long-term debt | (669,024) | ||
Other liabilities | (63,966) | ||
Noncontrolling interest | (7,300) | ||
Total | $ 397,830 |
Final Estimated Fair Values o40
Final Estimated Fair Values of Net Assets Acquired and Noncontrolling Interest (Parenthetical) (Detail) $ in Thousands | May 31, 2015USD ($) |
TTM Viasystems Group Inc | |
Business Acquisition [Line Items] | |
Contractual gross receivables | $ 216,259 |
Unaudited Pro Forma Financial I
Unaudited Pro Forma Financial Information (Detail) - TTM Viasystems Group Inc - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 29, 2015 | Jun. 29, 2015 | |
Business Acquisition [Line Items] | ||
Net sales | $ 647,632 | $ 1,281,425 |
Net loss attributable to TTM Technologies, Inc. stockholders | $ (24,348) | $ (22,796) |
Basic loss per share | $ (0.23) | $ (0.23) |
Dilutive loss per share | $ (0.23) | $ (0.23) |
Consolidation Plan, Restructu42
Consolidation Plan, Restructuring and Impairment Charges - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 27, 2016USD ($)Employee | |
Restructuring Cost and Reserve [Line Items] | |
Impairment of long-lived assets | $ 3,346 |
Printed Circuit Board | Machinery and equipment | |
Restructuring Cost and Reserve [Line Items] | |
Impairment of long-lived assets | 1,393 |
Corporate Segment | |
Restructuring Cost and Reserve [Line Items] | |
Capitalized software costs impairment | $ 1,953 |
The Consolidation Plan | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring activities, initiation date | Sep. 29, 2015 |
Restructuring activities, description | On September 29, 2015, the Company announced a consolidation plan that will result in the closure of the Company’s facilities in Cleveland, Ohio, Milpitas, California and Juarez, Mexico (the Consolidation Plan) and lay off approximately 480 employees at these sites. The Consolidation Plan is part of the Company’s integration strategy to improve total plant utilization, operational performance and customer focus following its acquisition of Viasystems, Inc. In accordance with the Consolidation Plan, the Company will combine its Cleveland and Milpitas facilities into its North Jackson, Ohio and Silicon Valley, California facilities, respectively, and close its Juarez facility. |
Number of employees, lay off | Employee | 480 |
The Consolidation Plan | Facility Closing | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges incurred | $ 13,283 |
The Consolidation Plan | Facility Closing | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring cost | 15,000 |
The Consolidation Plan | Facility Closing | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring cost | $ 20,000 |
Summary of Restructuring Costs
Summary of Restructuring Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 27, 2016 | Jun. 27, 2016 | |
Operating Segment: | ||
Restructuring charges | $ 3,989 | $ 5,902 |
Operating Segments | ||
Operating Segment: | ||
Restructuring charges | 3,989 | 5,902 |
Operating Segments | Printed Circuit Board | ||
Operating Segment: | ||
Restructuring charges | 1,156 | 2,367 |
Operating Segments | E-M Solutions | ||
Operating Segment: | ||
Restructuring charges | 2,003 | 2,678 |
Operating Segments | Corporate Segment | ||
Operating Segment: | ||
Restructuring charges | 830 | 857 |
Employee Separation/ Severance | ||
Operating Segment: | ||
Restructuring charges | 2,010 | |
Employee Separation/ Severance | Operating Segments | ||
Operating Segment: | ||
Restructuring charges | 1,286 | 2,010 |
Employee Separation/ Severance | Operating Segments | Printed Circuit Board | ||
Operating Segment: | ||
Restructuring charges | 668 | 1,267 |
Employee Separation/ Severance | Operating Segments | E-M Solutions | ||
Operating Segment: | ||
Restructuring charges | 578 | 734 |
Employee Separation/ Severance | Operating Segments | Corporate Segment | ||
Operating Segment: | ||
Restructuring charges | 40 | 9 |
Contract Termination And Other Costs | ||
Operating Segment: | ||
Restructuring charges | 3,892 | |
Contract Termination And Other Costs | Operating Segments | ||
Operating Segment: | ||
Restructuring charges | 2,703 | 3,892 |
Contract Termination And Other Costs | Operating Segments | Printed Circuit Board | ||
Operating Segment: | ||
Restructuring charges | 488 | 1,100 |
Contract Termination And Other Costs | Operating Segments | E-M Solutions | ||
Operating Segment: | ||
Restructuring charges | 1,425 | 1,944 |
Contract Termination And Other Costs | Operating Segments | Corporate Segment | ||
Operating Segment: | ||
Restructuring charges | $ 790 | $ 848 |
Accrued Restructuring Costs (De
Accrued Restructuring Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 27, 2016 | Jun. 27, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Accrued at December 28, 2015 | $ 6,579 | |
Charged to expense | $ 3,989 | 5,902 |
Amount paid | (9,887) | |
Accrued at June 27, 2016 | 2,594 | 2,594 |
Employee Separation/ Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued at December 28, 2015 | 6,044 | |
Charged to expense | 2,010 | |
Amount paid | (6,802) | |
Accrued at June 27, 2016 | 1,252 | 1,252 |
Contract Termination And Other Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Accrued at December 28, 2015 | 535 | |
Charged to expense | 3,892 | |
Amount paid | (3,085) | |
Accrued at June 27, 2016 | $ 1,342 | $ 1,342 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) $ in Thousands | Jun. 27, 2016 | Dec. 28, 2015 |
Inventories | ||
Raw materials | $ 66,631 | $ 70,577 |
Work-in-process | 109,414 | 97,193 |
Finished goods | 94,745 | 101,153 |
Inventories | $ 270,790 | $ 268,923 |
Goodwill (Detail)
Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 27, 2016USD ($) | |
Goodwill [Line Items] | |
Beginning Balance, Goodwill | $ 346,990 |
Goodwill recognized during the two quarters ended June 27, 2016 | 25,624 |
Foreign currency translation adjustment | (18) |
Ending Balance, Goodwill | $ 372,596 |
Definite Lived Intangibles (Det
Definite Lived Intangibles (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 27, 2016 | Dec. 28, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 206,563 | $ 252,294 |
Accumulated Amortization | (67,713) | (101,857) |
Foreign Currency Translation Adjustment | 109 | 437 |
Net Carrying Amount | 138,959 | 150,874 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 203,563 | 91,492 |
Accumulated Amortization | (66,636) | (80,152) |
Foreign Currency Translation Adjustment | 109 | 426 |
Net Carrying Amount | $ 137,036 | $ 11,766 |
Weighted Average Amortization Period | 8 years 1 month 6 days | 9 years 2 months 12 days |
Customer Relationships | Acquired Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 147,500 | |
Accumulated Amortization | (10,815) | |
Net Carrying Amount | $ 136,685 | |
Weighted Average Amortization Period | 8 years 1 month 6 days | |
Trade Name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 10,302 | |
Accumulated Amortization | (10,313) | |
Foreign Currency Translation Adjustment | $ 11 | |
Weighted Average Amortization Period | 6 years | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 3,000 | |
Accumulated Amortization | (1,077) | |
Net Carrying Amount | $ 1,923 | |
Weighted Average Amortization Period | 3 years | |
Technology | Acquired Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 3,000 | |
Accumulated Amortization | (577) | |
Net Carrying Amount | $ 2,423 | |
Weighted Average Amortization Period | 3 years |
Definite-lived Intangibles - Ad
Definite-lived Intangibles - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of definite-lived intangibles | $ 5,949 | $ 3,910 | $ 11,896 | $ 5,784 |
Estimated Aggregate Amortizatio
Estimated Aggregate Amortization for Definite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 27, 2016 | Dec. 28, 2015 |
Expected Amortization Expense [Line Items] | ||
Remaining 2,016 | $ 11,975 | |
2,017 | 23,647 | |
2,018 | 22,889 | |
2,019 | 18,746 | |
2,020 | 18,746 | |
Thereafter | 42,956 | |
Net Carrying Amount | $ 138,959 | $ 150,874 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 27, 2016 | Dec. 28, 2015 | Dec. 30, 2013 | |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 1,173,185 | $ 1,277,625 | |
Less: Long-term debt unamortized discount | (68,062) | (75,668) | |
Long-term debt unamortized debt issuance costs | (27,558) | (31,171) | |
Long-term debt, Carrying Amount | 1,077,565 | 1,170,786 | |
Less: current maturities | (80,358) | (157,375) | |
Long-term debt, less current maturities | 997,207 | 1,013,411 | |
Long-term debt, Carrying Amount | 1,077,565 | 1,170,786 | |
1.75% Convertible Senior Notes due December 15, 2020 | |||
Debt Instrument [Line Items] | |||
Convertible Notes, face amount | $ 250,000 | $ 250,000 | $ 250,000 |
Average Effective Interest Rate | 1.75% | 1.75% | |
Term Loan Due May 2021 | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 841,143 | $ 947,625 | |
Less: Long-term debt unamortized discount | $ (26,588) | $ (30,242) | |
Average Effective Interest Rate | 6.00% | 6.00% | |
Long-term debt unamortized debt issuance costs | $ (23,402) | $ (26,619) | |
U.S. Asset Based Lending Revolving Loan Due May 2020 | |||
Debt Instrument [Line Items] | |||
Revolving loan | $ 80,000 | $ 80,000 | |
Average Effective Interest Rate | 2.21% | 2.17% | |
Long-term debt unamortized debt issuance costs | $ (3,816) | $ (4,303) | |
Capital Lease | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 2,042 | ||
Average Effective Interest Rate | 6.43% |
Long-Term Debt (Parenthetical)
Long-Term Debt (Parenthetical) (Detail) | 6 Months Ended |
Jun. 27, 2016 | |
Term Loan Due May 2021 | |
Debt Instrument [Line Items] | |
Long-term debt, maturity month and year | 2021-05 |
U.S. Asset Based Lending Revolving Loan Due May 2020 | |
Debt Instrument [Line Items] | |
Long-term debt, maturity month and year | 2020-05 |
1.75% Convertible Senior Notes due December 15, 2020 | |
Debt Instrument [Line Items] | |
Long-term debt, maturity month and year | 2020-12 |
Long-Term Debt Maturities (Deta
Long-Term Debt Maturities (Detail) - USD ($) $ in Thousands | Jun. 27, 2016 | Dec. 28, 2015 |
Debt Instrument [Line Items] | ||
Remaining 2,016 | $ 80,358 | |
2,017 | 377 | |
2,018 | 401 | |
2,019 | 45,945 | |
2,020 | 297,979 | |
Thereafter | 748,125 | |
Long-term debt, gross | $ 1,173,185 | $ 1,277,625 |
Long-Term Debt and Letters of53
Long-Term Debt and Letters of Credit - Additional Information (Detail) | May 31, 2015USD ($)Tranche | Jun. 27, 2016USD ($) | Jun. 29, 2015USD ($) | Jun. 27, 2016USD ($) | Jun. 29, 2015USD ($) | Dec. 28, 2015USD ($) | Dec. 30, 2013USD ($) |
Debt Instrument [Line Items] | |||||||
Unamortized debt discount costs | $ 68,062,000 | $ 68,062,000 | $ 75,668,000 | ||||
Unamortized debt issuance costs | 27,558,000 | $ 27,558,000 | 31,171,000 | ||||
Unamortized debt issuance costs, amortization period | 4 years 10 months 24 days | ||||||
Line of credit unused portion of commitment fee | 150,000 | $ 193,000 | $ 344,000 | $ 366,000 | |||
Long-term debt, gross | 1,173,185,000 | 1,173,185,000 | 1,277,625,000 | ||||
Repayment of convertible senior notes outstanding | 23,664,000 | ||||||
Long-term debt outstanding amount | $ 1,077,565,000 | $ 1,077,565,000 | 1,170,786,000 | ||||
Loss on extinguishment of debt | $ (802,000) | $ (802,000) | |||||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee under credit agreement | 0.25% | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee under credit agreement | 0.375% | ||||||
U.S. Asset Based Lending Revolving Loan Due May 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 150,000,000 | ||||||
Revolving loan, drawn | $ 80,000,000 | ||||||
Long-term debt, maturity date | May 31, 2020 | ||||||
Number of tranches | Tranche | 3 | ||||||
Debt instrument, weighted average interest rate | 2.21% | 2.21% | |||||
Revolving loan outstanding, current | $ 80,000,000 | $ 80,000,000 | |||||
Unamortized debt issuance costs | 3,816,000 | 3,816,000 | 4,303,000 | ||||
Debt instrument, available borrowing capacity | 63,003,000 | 63,003,000 | |||||
Letters of credit outstanding | 6,997,000 | $ 6,997,000 | |||||
Long-term debt, maturity month and year | 2020-05 | ||||||
U.S. Asset Based Lending Revolving Loan Due May 2020 | London Interbank Offered Rate (LIBOR) | Minimum | 2016 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||
U.S. Asset Based Lending Revolving Loan Due May 2020 | London Interbank Offered Rate (LIBOR) | Maximum | 2016 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||
U.S. Asset Based Lending Revolving Loan Due May 2020 | Prime Rate | Minimum | 2016 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||
U.S. Asset Based Lending Revolving Loan Due May 2020 | Prime Rate | Maximum | 2016 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||
Asia Asset Based Revolving Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 150,000,000 | ||||||
Long-term debt, maturity date | May 22, 2020 | ||||||
Number of tranches | Tranche | 2 | ||||||
Revolving loan outstanding, current | 0 | $ 0 | |||||
Debt instrument, available borrowing capacity | 137,778,000 | 137,778,000 | |||||
Letters of credit outstanding | $ 12,222,000 | $ 12,222,000 | |||||
Term Loan Due May 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 950,000,000 | ||||||
Debt instrument, discount percentage | 96.50% | ||||||
Long term debt, weighted average interest rate | 6.00% | 6.00% | |||||
Long-term debt, maturity date | May 31, 2021 | ||||||
Debt instrument, percentage of voting stock pledged as security | 65.00% | ||||||
Debt principal payment, normally scheduled payments and additional prepayment | $ 30,000,000 | $ 106,482,000 | |||||
Unamortized debt discount costs | 26,588,000 | 26,588,000 | 30,242,000 | ||||
Unamortized debt issuance costs | $ 23,402,000 | $ 23,402,000 | 26,619,000 | ||||
Effective interest rate | 7.50% | 7.50% | |||||
Long-term debt, gross | $ 841,143,000 | $ 841,143,000 | 947,625,000 | ||||
Long-term debt, maturity month and year | 2021-05 | ||||||
Term Loan Due May 2021 | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 1.00% | ||||||
Debt instrument, basis spread on variable rate | 5.00% | ||||||
Term Loan Due May 2021 | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 2.00% | ||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||
Convertible Debt | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt discount costs | 41,474,000 | $ 41,474,000 | 45,426,000 | ||||
Unamortized debt issuance costs | $ 4,156,000 | $ 4,156,000 | 4,552,000 | ||||
Unamortized Convertible Note discount and debt issuance costs, amortization period (in years) | 4 years 6 months | ||||||
1.75% Convertible Senior Notes due December 15, 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 1.75% | ||||||
Long-term debt, maturity date | Dec. 15, 2020 | ||||||
Effective interest rate | 6.48% | 6.48% | 6.48% | 6.48% | |||
Convertible Notes, face amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | |||
Long-term debt, maturity month and year | 2020-12 | ||||||
3.25% Convertible Senior Notes due May 15, 2015 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 175,000,000 | $ 175,000,000 | |||||
Debt instrument, interest rate | 3.25% | 3.25% | |||||
Long-term debt, maturity date | May 15, 2015 | ||||||
Effective interest rate | 8.37% | 8.37% | |||||
Repayment of convertible senior notes outstanding | $ 32,395,000 | ||||||
Revolving Credit Facility | U.S. Asset Based Lending Revolving Loan Due May 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 150,000,000 | ||||||
Revolving Credit Facility | U.S. Asset Based Lending Revolving Loan Due May 2020 | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Revolving Credit Facility | U.S. Asset Based Lending Revolving Loan Due May 2020 | Prime Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||
Revolving Credit Facility | Asia Asset Based Revolving Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 150,000,000 | ||||||
Revolving Credit Facility | Asia Asset Based Revolving Loan | London Interbank Offered Rate (LIBOR) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Revolving Credit Facility | CHINA | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 34,800,000 | $ 34,800,000 | |||||
Line of credit unused portion of commitment fee | $ 0 | ||||||
Long-term debt, maturity month and year | 2016-12 | ||||||
Letters of Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding under U.S. ABL and Asia ABL, expiration period | 2017-07 | ||||||
Letters of Credit Facility | U.S. Asset Based Lending Revolving Loan Due May 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 75,000,000 | ||||||
Letter of credit outstanding | 6,997,000 | $ 6,997,000 | |||||
Letters of Credit Facility | Asia Asset Based Revolving Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | 100,000,000 | ||||||
Letter of credit outstanding | $ 12,222,000 | $ 12,222,000 | |||||
Swingline Loans | U.S. Asset Based Lending Revolving Loan Due May 2020 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maximum borrowing capacity | $ 30,000,000 | ||||||
Senior Secured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee under credit agreement | 0.50% | 0.50% | |||||
Unused borrowing | $ 90,000,000 | $ 90,000,000 | |||||
Senior Secured Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt outstanding amount | $ 225,700,000 | $ 225,700,000 |
Schedule of Liability and Equit
Schedule of Liability and Equity Components of Convertible Senior Notes Included in Additional Paid-in Capital (Detail) - 1.75% Convertible Senior Notes due December 15, 2020 - USD ($) $ in Thousands | Jun. 27, 2016 | Dec. 28, 2015 |
Schedule of Convertible Notes [Line Items] | ||
Embedded conversion option - Convertible Senior Notes | $ 60,227 | $ 60,227 |
Embedded conversion option - Convertible Senior Notes Issuance Costs | (1,916) | (1,916) |
Total | $ 58,311 | $ 58,311 |
Components of Interest Expense
Components of Interest Expense from Senior Convertible Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Debt Disclosure [Line Items] | ||||
Contractual coupon interest | $ 1,093 | $ 1,225 | $ 2,187 | $ 2,582 |
Amortization of debt discount | 1,992 | 2,054 | 3,952 | 4,259 |
Amortization of debt issuance costs | 200 | 206 | 396 | 427 |
1.75% Convertible Senior Notes due December 15, 2020 | ||||
Debt Disclosure [Line Items] | ||||
Contractual coupon interest | 1,093 | 1,094 | 2,187 | 2,187 |
Amortization of debt discount | 1,992 | 1,867 | 3,952 | 3,705 |
Amortization of debt issuance costs | $ 200 | 187 | $ 396 | 371 |
3.25% Convertible Senior Notes due May 15, 2015 | ||||
Debt Disclosure [Line Items] | ||||
Contractual coupon interest | 131 | 395 | ||
Amortization of debt discount | 187 | 554 | ||
Amortization of debt issuance costs | $ 19 | $ 56 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 27, 2016 | Jun. 27, 2016 | |
Income Taxes [Line Items] | ||
Federal statutory rate | 35.00% | |
Net discrete tax benefit | $ 5,942 | $ 6,494 |
Basic Earnings Per Share | ||
Income Taxes [Line Items] | ||
Increase in earnings per share, basic and diluted | $ 0.03 | $ 0.05 |
Diluted Earnings Per Share | ||
Income Taxes [Line Items] | ||
Increase in earnings per share, basic and diluted | $ 0.02 | $ 0.04 |
CHINA | ||
Income Taxes [Line Items] | ||
Decrease in income taxes | $ 2,861 | $ 4,525 |
Schedule of Accumulated Other C
Schedule of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ending balance at December 28, 2015 | $ 819,105 | |||
Other comprehensive loss before reclassifications | (13,732) | |||
Amounts reclassified from accumulated other comprehensive income | 81 | |||
Other comprehensive (loss) income | $ (9,813) | $ 1,155 | (13,651) | $ 421 |
Ending balance at June 27, 2016 | 821,829 | 821,829 | ||
Foreign Currency Translation | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ending balance at December 28, 2015 | 2,895 | |||
Other comprehensive loss before reclassifications | (13,711) | |||
Other comprehensive (loss) income | (13,711) | |||
Ending balance at June 27, 2016 | (10,816) | (10,816) | ||
Gains (Losses) on Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ending balance at December 28, 2015 | (1,272) | |||
Other comprehensive loss before reclassifications | (21) | |||
Amounts reclassified from accumulated other comprehensive income | 81 | |||
Other comprehensive (loss) income | 60 | |||
Ending balance at June 27, 2016 | (1,212) | (1,212) | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Ending balance at December 28, 2015 | 1,623 | |||
Ending balance at June 27, 2016 | $ (12,028) | $ (12,028) |
Summary of Reclassification out
Summary of Reclassification out of Accumulated Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Gain on sale of assets, net of tax | $ (1,786) | |||
Loss realized in net earnings | $ 39 | $ 43 | $ 81 | 85 |
Cash Flow Hedges | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Loss realized in net earnings | $ 39 | $ 43 | $ 81 | $ 85 |
Significant Customers and Con59
Significant Customers and Concentration of Credit Risk - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Net Sales | Customer Concentration Risk | ||||
Concentration Risk [Line Items] | ||||
Percentage of net sales, accounted by one customer | 10.00% | 22.00% | 10.00% | 24.00% |
Carrying Amount and Estimated F
Carrying Amount and Estimated Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | Jun. 27, 2016 | Dec. 28, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Amount | $ 1,077,565 | $ 1,170,786 |
Long-term debt, gross | 1,173,185 | 1,277,625 |
Term and Revolving Loans | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, Carrying Amount | 871,153 | 970,764 |
Term and Revolving Loans, Fair Value | 910,629 | 935,000 |
Capital Lease | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, gross | 2,042 | |
Capital Lease, Fair Value | 2,042 | |
Convertible Senior Notes Due December 15, 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Senior Notes, Carrying Amount | 204,370 | 200,022 |
Convertible Senior Notes, Fair Value | $ 235,775 | $ 230,950 |
Fair Value Measures - Additiona
Fair Value Measures - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 29, 2015 | Dec. 28, 2015 | Dec. 29, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | $ 216,151,000 | $ 148,948,000 | $ 148,948,000 | $ 259,100,000 | $ 279,042,000 |
Impairment of long-lived assets | 0 | $ 0 | $ 0 | ||
Domestic Subsidiaries | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | 64,143,000 | ||||
Foreign Subsidiaries | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Cash and cash equivalents | $ 152,008,000 |
Assets Measured at Fair Value o
Assets Measured at Fair Value on Nonrecurring Basis (Detail) $ in Thousands | 6 Months Ended |
Jun. 27, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total Losses for the Assets | $ 3,346 |
Long Lived Assets Held and Used | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 2,254 |
Total Losses for the Assets | 1,953 |
Asset Held For Sale | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 155 |
Total Losses for the Assets | 1,393 |
Level 2 Inputs | Asset Held For Sale | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | 155 |
Level 3 Inputs | Long Lived Assets Held and Used | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Assets measured at fair value on a nonrecurring basis | $ 2,254 |
Reconciliation of Numerator and
Reconciliation of Numerator and Denominator Used to Calculate Basic Earnings (loss) Per Share and Diluted Earnings (loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Basic earning (loss): | ||||
Basic earning (loss) | $ 18,548 | $ (36,612) | $ 11,284 | $ (33,166) |
Diluted earning (loss): | ||||
Net income (loss) attributable to TTM Technologies, Inc. stockholders | 18,548 | (36,612) | 11,284 | (33,166) |
Interest expense from convertible senior notes, net of tax | 3,285 | |||
Diluted earnings (loss) | $ 21,833 | $ (36,612) | $ 11,284 | $ (33,166) |
Basic shares | 100,170 | 88,834 | 99,883 | 86,218 |
Dilutive effect of performance-based stock units, restricted stock units and stock options | 840 | 907 | ||
Dilutive effect of assumed conversion of convertible senior notes outstanding | 25,940 | |||
Diluted shares | 126,950 | 88,834 | 100,790 | 86,218 |
Income (loss) per share attributable to TTM Technologies, Inc. stockholders: | ||||
Basic | $ 0.19 | $ (0.41) | $ 0.11 | $ (0.38) |
Diluted | $ 0.17 | $ (0.41) | $ 0.11 | $ (0.38) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock option exercise price lower limit | $ 5.78 | $ 5.78 | ||
Stock option exercise price upper limit | $ 16.82 | $ 16.82 | ||
Performance-Based Restricted Stock Units (PRU) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculating diluted earnings per share | 347 | 275 | 1,644 | 275 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculating diluted earnings per share | 347 | 2,335 | 1,644 | 2,335 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculating diluted earnings per share | 347 | 433 | 1,644 | 433 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculating diluted earnings per share | 25,940 | 28,020 | 25,940 | 28,020 |
Amounts Recognized in Consolida
Amounts Recognized in Consolidated Financial Statements with Respect to Stock Based Compensation Plan (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense recognized | $ 2,845 | $ 2,314 | $ 5,091 | $ 4,354 |
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense recognized | 429 | 243 | 749 | 468 |
Selling and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense recognized | 271 | 269 | 481 | 540 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense recognized | $ 2,145 | $ 1,802 | $ 3,861 | $ 3,346 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016$ / sharesshares | Jun. 29, 2015$ / sharesshares | Jun. 27, 2016Times$ / sharesshares | Jun. 29, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock option granted | 0 | 0 | 0 | 0 |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of times common stock released at end of the period exceeds the target number | Times | 0 | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of times common stock released at end of the period exceeds the target number | Times | 2.4 | |||
Performance-Based Restricted Stock Units (PRU) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units granted | 347,000 | |||
Weighted Average Grant-Date Fair Value Granted | $ / shares | $ 6.46 | |||
Performance-Based Restricted Stock Units (PRU) | Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options vesting period (in years) | 3 years | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units granted | 131,000 | 331,000 | 1,814,000 | 1,301,000 |
Weighted Average Grant-Date Fair Value Granted | $ / shares | $ 6.53 | $ 10.19 | $ 6.74 | $ 9.15 |
Performance-Based Restricted St
Performance-Based Restricted Stock Units Activity (Detail) - Performance-Based Restricted Stock Units (PRU) shares in Thousands | 6 Months Ended |
Jun. 27, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance, December 28, 2015 | shares | 301 |
Granted | shares | 347 |
Change in units due to annual financial target performance achievement | shares | 0 |
Outstanding target shares at June 27, 2016 | shares | 648 |
Weighted Average Grant-Date Fair Value | |
Beginning balance, December 28, 2015 | $ / shares | $ 8.58 |
Granted | $ / shares | 6.46 |
Change in units due to annual financial target performance achievement | $ / shares | 0 |
Ending balance , June 27, 2016 | $ / shares | $ 7.45 |
Summary of Unrecognized Compens
Summary of Unrecognized Compensation Costs (Detail) $ in Thousands | 6 Months Ended |
Jun. 27, 2016USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Cost | $ 19,063 |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Cost | $ 16,427 |
Remaining Weighted Average Recognition Period (years) | 1 year 6 months |
Performance-Based Restricted Stock Units (PRU) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation Cost | $ 2,636 |
Remaining Weighted Average Recognition Period (years) | 1 year 8 months 12 days |
Segment Information - Additiona
Segment Information - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016USD ($) | Jun. 29, 2015USD ($) | Jun. 27, 2016USD ($)Segment | Jun. 29, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||
Reportable operating segments | Segment | 2 | |||
TTM Viasystems Group Inc | ||||
Segment Reporting Information [Line Items] | ||||
Business combination, acquisition related costs | $ | $ 605 | $ 22,627 | $ 1,296 | $ 30,862 |
Reconciliation of Operating Inc
Reconciliation of Operating Income (Loss) from Segments to Consolidated By Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 601,847 | $ 445,445 | $ 1,185,105 | $ 774,609 |
Amortization of definite-lived intangibles | (5,949) | (3,910) | (11,896) | (5,784) |
Operating income (loss) | 34,679 | (7,060) | 53,581 | 1,205 |
Total other expense | (16,893) | (12,899) | (37,468) | (19,079) |
Income (loss) before income taxes | 17,786 | (19,959) | 16,113 | (17,874) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 604,001 | 446,415 | 1,190,424 | 776,201 |
Operating income (loss) | 40,628 | (3,150) | 65,477 | 6,989 |
Operating Segments | Printed Circuit Board | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 563,574 | 417,901 | 1,093,519 | 728,225 |
Operating income (loss) | 64,970 | 30,456 | 114,337 | 53,716 |
Operating Segments | E-M Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 40,427 | 28,514 | 96,905 | 47,796 |
Operating income (loss) | (153) | (110) | 234 | 541 |
Operating Segments | Corporate Segment | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (24,189) | (33,496) | (49,094) | (47,268) |
Intersegment Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ (2,154) | $ (970) | $ (5,319) | $ (1,592) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 27, 2016 | Jun. 29, 2015 | Jun. 27, 2016 | Jun. 29, 2015 | Dec. 28, 2015 | |
Related Party Transaction [Line Items] | |||||
Purchases from related party | $ 14,259 | $ 12,914 | $ 30,257 | $ 22,859 | |
Accounts payable due to related parties | 18,167 | 18,167 | $ 29,306 | ||
Accounts receivable due from related parties | 476 | 476 | $ 1,999 | ||
Dongguan Shengyi Electronics Ltd. | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | 0 | 366 | 0 | 805 | |
Sales to related party | $ 298 | $ 1,343 | $ 610 | $ 2,825 |
Sale of Suzhou, China Manufac72
Sale of Suzhou, China Manufacturing Facility - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 29, 2015 | Jun. 29, 2015 | |
Long Lived Assets Held-for-sale [Line Items] | ||
Gain on sale of assets | $ 2,504 | |
Suzhou China Manufacturing facility | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Total consideration for the sale of assets | $ 21,275 | |
Gain on sale of assets | $ 2,504 |