SEC Comment Letter for TTM TECHNOLOGIES INC (TTMI) (CIK 0001116942) (TTMI) — May 30, 2008
TTM TECHNOLOGIES INC (TTMI) (CIK 0001116942)
Date: May 30, 2008 · CIK: 0001116942 · Accession: 0000000000-08-027357
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Mail Stop 4561
May 30, 2008
Mr. Kenton K. Alder
President and Chief Executive Officer
TTM Technologies, Inc.
2630 South Harbor Boulevard
Santa Ana, CA 92704
Re: TTM Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2007
Filed March 17, 2008
Definitive Proxy Statement
Filed April 3, 2008
Form 10-Q for the Quarterly Period Ended March 31, 2008
Filed May 7, 2008
File No. 0-31285
Dear Mr. Alder:
We have reviewed the above-referenced f ilings and have the following comments.
If indicated, we think you s hould revise your documents in response to these comments.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary. Please be as de tailed as necessary in your explanation. In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may
raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2007
Item 1. Business
Suppliers, page 8
1. We note your disclosure in this sectio n that “most of our raw materials are
generally readily available in the op en market from numerous potential
Mr. Kenton K. Adler
TTM Technologies, Inc.
May 30, 2008 Page 2
suppliers.” However, this statement is in consistent with the st atement in your risk
factor on page 15 that “components for b ackplane assemblies in some cases have
sole or limited sources of supply.” Pleas e explain this discrepancy. In your
response letter provide us with additional information regarding the nature of the
components that are only available from sole or limited suppliers, how those components are used in your business, and the potential impact that an
interruption in the supply of each of these components might have on your
operations.
Item 1A. Risk Factors
Increasingly, our larger customers are request ing that we enter into supply agreements
with them that have increasingly rest rictive terms and conditions…, page 19
2. Describe to us the impact that entering into these supply agreements has had on
your historical operating resu lts and the potential impact on your future results.
As part of your response, tell us how you considered disclosing any material trends or uncertainties associated with these agreements in your MD&A.
Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates
Business Combinations and Asset Retirement Obligation and Environmental Liabilities,
pages 30-32
3. We note your references to the use of a va luation firm which provides you with an
appraisal report utilized in determini ng the purchase price allocation of your
business acquisitions. Please note that when you refer to an independent
valuation specialist you need to disclose the name of the expert and, if your
annual report is incorporated by referen ce into a Securities Act registration
statement, include the expert’s consent. Refer to Rule 436(b) of Regulation C and
confirm to us that you will comply with this guidance in your future filings. Note that similar concerns may apply to y our use of environmental consultants.
Item 9A. Controls and Procedures, page 40
4. We note the change that you have made to the disclosure in this section (and in
the corresponding section of your Form 10-Q for the quarterly period ended
March 31, 2008) in response to our lette r dated February 15, 2008, in which we
raised comments on your Form S-3 filed on January 15, 2008 and your Form 10-Q for the quarterly period ended October 1, 2007. However, in your conclusions regarding the effectiveness of your disclosure cont rols and procedures, you
Mr. Kenton K. Adler
TTM Technologies, Inc.
May 30, 2008 Page 3
continue to recite only a portion of the definition of disclosure controls and
procedures provided in Rule 13a-15(e). In your response le tter, please confirm, if
true, that your disclosure controls and procedures fo r the periods covered by your
Form 10-K and the Form 10-Q for the quarterly period ended March 31, 2008 met
all of the requirements of Rule 13a-15(e). In future filings, please expressly tie your effectiveness conclusion to disclosure controls and procedures as set out in
Rule 13a-15(e), or recite the entire definition.
Definitive Proxy Statement
Certain Relationships and Re lated Transactions, page 33
5. It appears that you have not provided a descript ion of your policies and
procedures for reviewing, approving or ra tifying related part y transactions, as
required by Item 404(b) of Regulation S-K. Please advise.
Form 10-Q Filed for the Period Ended March 31, 2008
Notes to Consolidated Condensed Financial Statements
Note (13) Metal Reclamation, page 14
6. We note the recognition of $3.7 million of income, in the first quarter of 2008,
relating to pricing discrepancies that covered several year s. Provide us with the
nature and timing of the pricing discrepa ncies and the periods impacted. In your
response, address why it was appropriate to record this amount as income in the
period ended March 31, 2008.
* * * * * *
Please respond to these comments within 10 business days or tell us when you
will provide us with a response. Please submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your responses to our comments.
Mr. Kenton K. Adler
TTM Technologies, Inc.
May 30, 2008 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Marc Thomas, Staff Accountant, at (202) 551-3452 if you have
any questions regarding comments on the fina ncial statements and related matters.
Please address questions rega rding all other comments to Matthew Crispino, Staff
Attorney, at (202) 551-3456 or Mark P. Shum an, Legal Branch Chief, at (202) 551-3462.
If you need further assistance, you may contact me at (202) 551-3451.
Sincerely,
Mark Kronforst
Accounting Branch Chief