Business Context and Reporting Period
Company: TTM Technologies, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 14, 2009
Subject: Accounting adjustments and reclassifications to the Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
Key Financial Metrics
This filing does not report new operational results, revenue, profit, or cash flow figures for the current period. Instead, it details a retrospective accounting adjustment affecting the fiscal year 2008 financial statements regarding the Company's 3.25% Senior Convertible Notes due 2015.
- Debt Instrument: 3.25% Senior Convertible Notes due 2015 (issued May 15, 2008).
- Accounting Standard: FASB Staff Position APB 14-1 (FSP APB 14-1).
- Impact on Cash: No effect on cash interest payments.
- Impact on Reporting: Requires separate accounting for liability and equity components, recording the liability portion at fair value at issuance and amortizing the discount into interest expense.
Material Changes Versus Prior Period
The filing reflects a restatement of the Original 2008 Form 10-K to comply with FSP APB 14-1, which became effective for fiscal years beginning after December 15, 2008. The Company adopted this standard as of January 1, 2009, and applied it retrospectively to the 2008 fiscal year. This results in:
- Reclassification of the Convertible Notes into liability and equity components.
- Increased interest expense in the 2008 period due to the amortization of the discount on the liability portion.
- Updates to Risk Factors, Selected Financial Data, Management's Discussion and Analysis (MD&A), and Financial Statements.
Guidance, Outlook, and Risks
Management Commentary: The Company states that this report is filed solely to reflect the required accounting adjustments. No other information in the Original 2008 Form 10-K has been updated for events occurring after its filing on March 16, 2009.
Risks and Contingencies: The filing updates the Risk Factors section (Exhibit 99.1) to reflect the retrospective application of FSP APB 14-1. Investors are directed to read this report in conjunction with the Original 2008 Form 10-K and subsequent SEC filings for developments occurring after March 2009.
Important Facts for Investor Verification
- Verify the specific dollar amounts of the liability and equity components of the Convertible Notes in the revised Exhibit 99.4 and 99.5.
- Confirm the adjusted interest expense figures for fiscal year 2008 in the revised Selected Financial Data (Exhibit 99.2).
- Review the updated Risk Factors (Exhibit 99.1) for any new disclosures related to the convertible debt accounting treatment.
- Note that this filing does not contain operational updates or guidance for 2009 or beyond; refer to subsequent filings for current performance.