TTM Technologies Q3 2007 Earnings Call Transcript

| About: TTM Technologies, (TTMI)
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TTM Technologies (NASDAQ:TTMI) Q3 2007 Earnings Call October 31, 2007 4:30 PM ET

Executives

Kent Alder - CEO

Steve Richards - CFO

Analysts

Matt Sheerin - Thomas WeiselPartners

Brian White - Jefferies &Company

Amit Daryanani - RBC CapitalMarkets

Thomas Dinges - J.P. Morgan

Kevin Kessel - Bear Stearns

Shawn Harrison - Longbow Research

Rich Kugele - Needham& Company

Operator

Good day, ladies and gentlemen,and welcome to be TTM Technologies Financial Results Conference Call for thethird quarter of fiscal 2007. My name is Patty and I will be the operator fortoday. At this time all participants are in a listen-only mode. Later we willconduct a question-and-answer session and instructions will be given at thattime. (Operator Instructions). As a reminder, this call is being recorded forreplay purposes. I would now like to turn the presentation over to Mr. KentAlder, Chief Executive Officer. Go ahead.

Kent Alder

Thanks Patty. And thank you. Goodafternoon and thanks for joining us for our third quarter 2007 conference call.I am here in Santa Anawith CFO, Steve Richards.

Before we get into any detail,let me mention that during the course of this call, we will makeforward-looking statements subject to known and unknown risks and uncertaintiesthat could cause actual results to differ materially from those expressed orimplied by such statements. Such risks and uncertainties include, but are notlimited to, fluctuations in quarterly and annual operating results, thevolatility and cyclicality of various industries that the company serves, andother risks described in TTM's most recent 10-Q. The company assumes noobligation to update the information provided in this conference call.

Also you'll note in our pressrelease issued today that we provide GAAP and non-GAAP financial information.Specifically with reference to EBITDA, the reconciliation between GAAP andnon-GAAP information is provided in the press release.

Now before I get started I'd liketo discuss the quarter's results. I'd like to point out that we report ourbusiness with two operating segments: PCB Manufacturing and Backplane Assembly,which we used to refer to as Commercial Assembly.

Backplane Assembly moreaccurately describes this business segment. We report separate financialresults for each segment as well as for the consolidated company. With the Tycoacquisition finalized, we are fully integrated and operate as one company.Thus, our historical pattern of breaking out traditional TTM is not applicableas it no longer holds the relevance it once did.

In that same vein, year-over-yearcomparisons tend to lose their relevance since we are comparing two entirelydifferent entities, so today our focus is primarily on quarterly changes. Wewill, however, discuss some broad changes year-over-year.

Now with that I would like toturn to the results and you'll notice our prepared text is rather lengthy today,but we think that will make this call be a lot more efficient.

So, third quarter results. Anincrease in demand for our high-tech manufacturing services as well as ourcontinued strong demand for aerospace defense fueled a solid third quarter withimproved financial performance over the second quarter. Steve will go into thenumbers in detail in his remarks, but we are pleased that our performance hasresulted in an increase in revenue, gross margins, operating margins, andbottom-line profitability.

As I mentioned, we divide ourbusiness into two segments. The first is our Printed Circuit BoardManufacturing segment, which is comprised of nine operations in North America. We strategically focus on lines ofbusiness that are both profitable and sustainable in North America, namely quickturn manufacturing, high technology, aerospace defense and high mix/low volume.

The second segment is our BackplaneAssembly business, which is comprised of two operations; one in Hayward, California andthe other in Shanghai, China.

For the Printed Circuit BoardManufacturing segment, third quarter net sales of $140.5 million increased by$1.9 million over the second quarter of 2007. Operating income of $13.8 millionincreased by $1.9 million over the second quarter.

For the Backplane Assembly segment,third quarter net sales of $30.7 million declined by $1.5 million over the secondquarter of 2007. Operating income of $2.3 million increased by about $200,000over the second quarter.

Now regarding our backplaneassembly business. We have been asked is backplane assembly a vital part ofTTM's business and if not, shouldn't we divest it? We have examined thiscarefully and believe that backplane assembly is an important part of ourbusiness going forward and represents a sound business strategy. We haveseveral justifications for retaining the business. Number one, it is accretiveto earnings.

Globally, we have two of thelargest operations, one in Chinaand one in North America. And enjoy a leadingmarket position in both regions. Our Shanghaioperation is growing and Chinais a key location for the company. This business presents us with significantgrowth opportunities, supporting customers in Chinaand Europe that our U.S.operations cannot support.

Number two, Backplane assembly iscomplementary to our PCB business. Our Haywardfacility purchases more than half its printed circuit boards from our U.S.facility, which provides a profitable synergy for us. The products that wemanufacture are traditional backplane and related chassis level assemblies. Wealso manufacture some specialty rigid flex assemblies.

The third reason: We seeopportunities to improve these operations and optimize financial performance.And number four, there is limited competition. We do not provide PCB assemblycircuit services like most contract manufacturers. Therefore we have limitedcompetition with the traditional EMScompanies.

Our strategic plan for thebackplane assembly segment is threefold. Number one: continue to grow thebusiness in China.Second: position Hayward to service new productdevelopment in U.S.spaced system integration needs. And the third is: improve margins with bettercoordination between Hayward and Shanghai.

Looking more broadly at China,our interests extend beyond the backplane assembly business. We have severalreasons to acquire a print circuit manufacturing operation in China. Number one, the growthopportunities in Chinaare compelling. Printed circuit board manufacturing is expected to grow at amuch higher rate in Chinathan in the U.S.over the next several years.

Second reason: we can gain acompetitive advantage over other printed circuit board manufacturers byextending a complete product offering to our customers globally.

Third reason is: we complementour facility specialization strategy by adding a low-cost manufacturingcomponent to our mix. And we truly become a global company. Our preferred pathfor expansion into Chinais to acquire a company. We recognize that like all acquisitions there will bechallenges yet we are confident in our ability to evaluate, choose wisely andprofitably execute an acquisition in China. We have stringentacquisition criteria and we undertake a judicious assessment of thecapabilities of any company that we buy ensuring that it matches the needs ofour customers on a global basis.

To be successful, we will onlyconsider expansion opportunities in China that are an extension of ourlong-standing time and technology strategy that meet our strategic andfinancial objectives and that represent a clear value to our shareholders. Wehave in the past evaluated prospective acquisition candidates in Chinaand will continue to do so. In fact, we will evaluate way more opportunitiesover the coming months as companies recognize the opportunity that exists for atruly global printed circuit board supplier.

With our established track recordof successful acquisitions, we have proven our ability to wisely select andquickly integrate strategic acquisitions profitably. I'm confident in ourmanagement team and their ability to successfully integrate and operate aforeign entity just as successfully as we have integrated our domesticacquisitions.

Now turning back to the thirdquarter result. Print circuit board production increased 3% sequentially due torenewed demand for our high-tech manufacturing services and continued strongdemand from our aerospace defense customers. Offsetting this was a slightdecline of less than 1% in our average panel price. A shift in product mix wasthe main driver of panel price decrease. Market pricing for our printed circuitboards remained essentially stable, quarter-over-quarter.

Because of normal fluctuations inorder patterns, we experienced lower demand for our backplane assembly productsin the third quarter, primarily with our domestic networking customers.However, a mix shift toward more complex products drove average pricessequentially higher. Orders in this segment increased towards the end of thethird quarter and should remain strong for the fourth quarter.

Now that's look at end markets.Aerospace and defense increased from 30% of sales in the second quarter to 32%of sales in the third quarter. A big part of this increase was from a customerramping orders as they built product that is being directly deployed in Iraqto prevent roadside bomb attacks. In addition, we began to see our strategy ofsupporting aerospace defense customers in more of our facilities begin to takeroot.

In the third quarter many of ourtraditional commercial facilities increased their sales to aerospace defensecustomers. Sales to our computing and storage customers decreased from 15% inthe second quarter to 13% in the third quarter. This was primarily due to thecyclical nature of programs in this end market, especially among semiconductorcustomers. We experienced an increase in sales to our medical, industrialcustomers in the third quarter. This end market represented 13% of sales in thesecond quarter and 15% of sales in the third quarter. The increase wasprimarily due to the transfer of work from our Dallas, Oregonfacility which we closed earlier this year.

As we mentioned on prior calls,we expect to be able to retain about half of that facility's annual revenue orapproximately $20 million per year. In the third quarter, we recorded $5million in revenue to these customers, most of whom are in the medical/industrialend market. The run rate of this transferred work is right in line with ourexpectations. Sales to our networking communication customers declined from 42%of our second quarter sales to 40% of our third quarter sales.

This decline was mainly due to softnessin our Backplane Assembly segment. Partially offsetting this, this was a returnto more normal ordering patterns from a key networking customers in the printedcircuit board manufacturing segment. Ourtop 10 customers represent a strategic mix of commercial and aerospace defensecustomers, roughly half from each part of the business.

Almost all of the top 10customers are customers, with whom we have long-standing relationships, somelasting more than 30 years. I might mention that no customer, no OEM customerwas greater than 10%. In alphabetical order, our top five OEMs in the thirdquarter were BAE Systems, Cisco, Juniper, Northrop Grumman and Raytheon.

Now let's discuss ourtechnological and operational capabilities. The average layer count of ourprinted circuit boards in the third quarter was 13.9, an increase from 13.5 inthe second quarter. Products with more than 12 layers represented 58% of ourthird quarter sales, up from 57% in the second quarter. Products with more than20 layers represented 28% of our third quarter sales, up from 24% in the secondquarter.

In a broader sense we have seenthe high-tech nature of our product increase throughout 2007. We are producingmore printed circuit boards that utilize sequential lamination and HDI. We arealso using more lead free and low-loss materials in our manufacturingprocesses. These technologies raise our manufacturing costs, but we are alsoable to increase the prices our customers pay. More importantly, our increasein capabilities with these fast-growing technologies enables us to furtherstrengthen our relationship with many customers and continue to diversity ourcustomer base.

Lead times in general haveincreased one to two weeks from the second quarter. Demand from high-tech andaerospace defense customers has pushed lead times to 8 to 10 weeks for those product types whilelead times for other products have extended slightly to four to six weeks.

Now in closing, TTM is thelargest company in North America printedcircuit board industry with leadership positions in quick-turn, aerospacedefense, high technology, high mix and backplane assembly. Our footprintpositions us to support our customers in all aspects of their productlifecycle. We have a clear direction of where we need to go, what we need to doand how to execute and we look forward to the future.

Now I will let Steve review ourfinancial performance in the third quarter and discuss our outlook for thefourth quarter.

Steve Richards

Thanks, Kent. As you saw in the press release,TTM reported solid results for the third quarter of 2007 with sequentialimprovement in every financial metric. Increasing demand for our high-techmanufacturing services was the main driver of improved third quarter net salesof $163.1 million.

Gross margin of 19.2% representedan increase of 100 basis points in the second quarter. Selling and marketingexpenses for the third quarter were $7.1 million or 4.4% of sales, a sequentialdecline on both absolute dollar basis and as a percentage of sales.

G&A expense includingamortization intangibles for the third quarter was $9 million or 5.5% of sales.This is up slightly over second quarter G&A spending in absolute dollarsbut was consistent quarter-over-quarter as a percentage of sales. During the thirdquarter of 2007, we incurred a stock-based compensation expense of $922,000.66% of the expense was recorded in G&A, 28% in cost of goods sold, and 6%in selling and marketing.

Operating income of $15.2 millionfor the third quarter represented an increase of $2.1 million over the secondquarter of 2007. Third quarter interest expense including debt amortizationcosts declined as we continued to pay down debt. Third quarter net income of$8.2 million and earnings per diluted share of $0.19 both substantiallyincreased over the second quarter. Second quarter net income was $6.2 millionor $0.15 per diluted share.

TTM's EBITDA growth has beensignificant. It speaks to the leverage in our financial model. EBITDA for thethird quarter of 2007 was $22.2 million compared to $20.1 million in the secondquarter. For your reference, there is a reconciliation of this non-GAAP measurein the press release.

On a year-over-year basis, salesincreased 115% from net sales of $75.8 million in the third quarter of 2006 to netsales of $163.1 million in the third quarter of 2007. The increase in net salesconsisted of $93.6 million in sales from our PCG acquisition, offset by a $6.3million decrease in sales from our historic operations, due primarily to softermarket conditions in 2007 versus 2006.

Operating income increased from$15 million in the third quarter of 2006 to $15.2 million in the third quarterof 2007. Earnings per diluted share decreased from $0.25 in the third quarterof 2006 to $0.19 in the third quarter of 2007, due to increased interestexpense and lower interest income.

We have a very strong balancesheet, excellent cash flow and a very manageable debt position. As you can see,during the third quarter we have continued to leverage the business and arepaying down debt rapidly and ahead of schedule. As you recall, the $226 millionpurchase price of the PCG acquisition was financed with a $200 million six-yearterm loan with the remaining $26 million coming from cash on our balance sheet.

During the third quarter, wereduced debt by $11 million, reducing the debt balance to $109 million at theend of the quarter. In October, we repaid an additional $10 million. In oneyear's time we reduced the company's debt by more than 50% which isextraordinary and a testament to our focus on reducing leverage in order tokeep all of TTM's growth opportunities available.

With the debt pay-down continuingat an accelerated pace the corresponding interest expense is expected tocontinue to decline more quickly than we really planned.

Cash and short-term investmentsat the end of the third quarter of 2007 totaled $27.3 million compared to $26.1million at the end of the second quarter. Cash flow from operations was $14.2million for the third quarter. Net capital expenditures were $2.9 million inthe third quarter and depreciation was $5.6 million.

Looking ahead to the fourthquarter 2007, we project revenues in the range of $164 million to $172 millionand earnings in a range of $0.18 to $0.23 per diluted share. The gross marginpercentage for the fourth quarter is expected to be in a range from 19% to 21%.We expect the selling and marketing expense will be approximately 4.4% ofrevenue and that G&A expense, including amortization of intangibles, willbe approximately 5.7% of revenue.

The reduction in our debt balance,as I mentioned earlier, will result in interest expense including debt andamortization costs of about $2.7 million, compared to $2.6 million in the thirdquarter. This slight increase is solely due to increased debt amortizationexpense because we expect to repay more debt in the fourth quarter than we everpaid in the third quarter.

Actual cash in interest expensewill decline due to lower LIBOR and our lower debt balance.

With that let's open the call toyour questions.

Question-and-Answer Session

Operator

(Operator Instructions) Our firstquestion comes from the line of Matt Sheerin from Thomas Weisel Partners.Please go ahead.

Matt Sheerin - Thomas Weisel Partners

Yes. Thank you. The first questionhas to do with the book-to-bill ratio that you stated in your press release.You said it was 1.23 which is obviously very strong. Was that -- is that thenumber that you have now or was it at the end of the quarter and is that inboth sides of the business, Kent?

Kent Alder

Good question. The book-to-billat 1.23 was for our Printed Circuit Board segment. Our assembly business was1.05 and these are numbers through the end of September. The Company as a wholeis 1.2 and that compares with the IPC number on the latest data that came outat 1.08 for September. So we are significantly above the IPC industry averagethere. We had strong bookings in aerospace defense, strong bookings inhigh-tech, bookings kind of were strong across the board and they increasedthroughout the quarter. Some of those bookings were scheduled for deliverybeyond 90 days. So it is probably a little bit more inflated than one mightthink. But no matter how you slice it, we had very strong bookings.

Matt Sheerin - Thomas Weisel Partners

I guess the longer than 90 daysbooking that we are backlogged--that explains why your guidance was up 4% or soin the midpoint right? Or higher than that?

Kent Alder

Right.

Matt Sheerin - Thomas Weisel Partners

And then just on the computingbusiness I understand that there's seasonality there but if you look at theabsolute number, it's been down several quarters in a row now and certainlydown on a year-over-year basis and there has been concern about losingcustomers to more competitive pricing in Asia.So could you just talk about your strategy within that segment and yourrelationships with customers and how you see that playing out?

Kent Alder

Yes. Sure. With the computing endmarket, in the second quarter we had some development and ramp work that reallywasn't there in the third quarter, mostly around the semiconductor industry. Sothat's probably why that is down this particular quarter. And when in any endmarket that we look at, realize that we have 200 or 300 customers in each oneof these end markets. So sometimes it is a little hard to spot trends, but weare pretty optimistic that any situation where we were losing work because ofprice to Asia has stabilized and in fact wewill see some upside in some of those situations.

So that's good news for this endmarket and we are also working to develop some key customers. So I think thatin the next quarter we will see some increases in this end market segment on adollar bases. I'm not quite sure how it will come out percentage wise, I thinkin all four of our end markets we are forecasting up on $1.00 basis in all fourof those markets. We will probably be up more in aerospace, defense andnetworking and communications, but dollar to dollar we are going up in all fourend markets.

Matt Sheerin - Thomas Weisel Partners

This is my last question.Regarding Chippewa Falls where you hadlayoffs early in the year because of some issues at Cisco. I understand thatyou brought some people back. Could you just tell us what the headcountsituation looks like there? And as you are ramping new people and then also Iunderstand some new customers, what does the margin profile look like there?

Kent Alder

I'll talk about Chippewa Falls.We pretty much got through that situation with the sizeable networkingcustomer. That's all behind us. We are back to normalized run rate. We tookthat opportunity to have some new customers introduced into that facility. Sowe have a lot more customer diversification than we've ever had. Some of thosetechnologies are new to that facility. So they are a little bit challenging.But I think as we go through the learning curve on those new processes, I thinkwe will see improvements in efficiencies and yields and so forth.

So, overall that turned to be areal positive for us given that we had an opportunity to introduce newcustomers, diversify our way to reduce our customer concentration. So theprofit profile for that facility probably at least in the short term won't beas high as it has been, but we are confident that we have diversified thatfacility. So that the long-term profile is much more secure now. So we arepretty excited about what's taking place with the customers in that particularfacility and we've got, I think, all of the employees, we can back and probablylooking for more.

Matt Sheerin - Thomas Weisel Partners

Okay. Great. Thanks a lot.

Operator

Thank you. And our next questioncomes from the line of Brian White from Jefferies & Company.

Brian White - Jefferies & Company

Good afternoon. When you look atthe sequential growth and just look at what your sales were versus the Street,you didn't quite meet the Street sales number. And I'm wondering because itsounded like the tone is pretty positive throughout the quarter and you did agreat job with your expenses. But what was it in your end market that maybesurprised you during the quarter?

Kent Alder

Another good question, Brian. Iguess, I am very pleased that we were able to operate at higher margins. Ithink that speaks highly for what we have been able to do with the companyafter we have started going through this immigration process and we are nowstarting to run the company. It feels like one company and I think that'scoming through with improved margins. So you have done I think an excellent jobintegrating the company.

I think in the third quarter the Dallas port transfer workcame through as we projected at $5 million. The networking customers have comeback, but we did have some other customers, kind of around the semiconductorindustry and other just normal cycles that took a pause in the third quarter.So they should be back in the fourth quarter. And we are back running with theother situations corrected that I talked about earlier. So that's why we areconfident that the third quarter is going up to the level that we forecasted.

Brian White - Jefferies & Company

And then when you look at thenetworking, the Cisco stuff bounced back, but the backplane took away from thatand was that a backplane -- was it the same customer, number one? And was it amarket share shift? Was it an end market softness or what happened? Why was thebackplane in networking soft?

Kent Alder

Yes, about 80% of what we do inBackplane is in this networking communication. And the work that comes to us inthe Backplane segment is more lumpy. It comes in kind of chunks. So we had aquarter there where we didn't have the chunkiness was worked against us if youwill. So that's what took that segment lower. Now, when we look through thefourth quarter, we had strong bookings at the end of the last month of thethird quarter and so that particular situation is now reversing itself in thefourth quarter.

And I think as we go forward, wewill see a little more of that ups and downs, just do the normal order patternsin the assembly business. Inside that segment, the networking portion was verysolid and continues to be solid. The telecommunications was just a little soft.We are looking for that segment or that end market to be up in the fourthquarter because assembly is coming back and we're getting solid orders throughthe rest of the customers that are in that segment.

Brian White - Jefferies & Company

So softness in Backplane was morerelated to telecom than networking?

Kent Alder

That's correct.

Brian White - Jefferies & Company

Is that wireless or wireline?

Kent Alder

I'm not sure.

Brian White - Jefferies & Company

Okay. Great. Thank you.

Kent Alder

And Brian, I don't think Ianswered the rest of your question and it's a different set of customers also.

Brian White - Jefferies & Company

Okay. Thanks.

Operator

Thank you. And our next questioncomes from the line of Amit Daryanani from RBC Capital Markets. Please goahead.

Amit Daryanani - RBC Capital Markets

Thanks. Good afternoon guys.

Kent Alder

Hi

Just a quick question with leadtimes starting to stretch up a little bit over here, should we start expectingI guess a little bit better pricing next quarter? And if so what are youbuilding into your guidance in terms of pricing for quick-turn and lead timeproducts?

Kent Alder

Even though our lead times havegone out is not like we have gone out to the point where we feel like we canraise prices. We forecasted relatively flat pricing into the fourth quarter andwhere prices on a market basis were pretty flat in the third quarter. It seemslike any changes in our pricing now come from changes in mix. The marketplaceseems to be about flat.

Now having said that, when youlook at our activity on the quick-turn, those prices through the quarter wereprobably up some, so quick-turn activity was pretty good particularly towardsthe end of the quarter. It was a little soft in the July timeframe, picked upin August and was back to normal solid levels in the month of September. So I thinkthe softness in July, was why our percentage went down from 16 to 13.9. But weare back now and pretty confident that we will be hitting on some nicecylinders in the quick-turn side of our business.

Amit Daryanani - RBC Capital Markets

What percentage do you seequick-turn being next quarter? Do you expect to remain flat or potentiallyimproved from that 13.9% rate range?

Kent Alder

Well if the trends continue likethey did in the end of the third quarter, the month of September, thatpercentage should come up. So we are seeing a lot of quick-turn not only in Santa Ana, but some of ourother facilities. The big question is what happens at the end of year aroundthe Christmas holidays. And sometimes that's a real plus; sometimes it is notquite a plus. So, there is a little bit of an unknown there, but we havecertainly taken back into consideration as we went into our forecasting andmodeling.

Amit Daryanani - RBC Capital Markets

Then you spoke about your -- theBackplane assembly business, on the Haywardside I think you said 50% of the boards come are essentially insourced fromTTM. How high do you think that number can get? I mean can it get to the extentwhere your [Mill Aerospace] business I think is essentially 100% insourced?

Kent Alder

I think there's one point toremember that, in our Backplane Assembly segment that comprises Hayward andShanghai--and Hayward, I think last quarter the number was closer to 55%- 60%of what they did. They bought from the North American facilities. Nothing from Shanghai comes out of anyof our facilities. That is all bought locally there.

I think that number would -- Idon't think that's going to go up. I think it would probably maintain aboutwhere it's at right now would be our best guess. I think it's important to alsonote that our Stafford Springs which is our Mill Aerospace Assembly business --it is kind of an extension of Stafford -- about 90% of what that facility doesbuys boards from our Stafford assembly. Sothere is a real positive synergy there, but that is all within the PrintCircuit Board segment.

Amit Daryanani - RBC Capital Markets

I guess when you look at theBackplane Assembly for a product with the cost of goods, what percent is PCB ofthe cost of goods sold for that business?

Kent Alder

Let's see -- .

Steve Richards

Well, the overall materialcontent for the assembly business is about 70%. Of that because theseassemblies are usually like file cabinet-sized devices the PCBs actually are asmall complement of the overall material spend.

Kent Alder

All right. Just rough numbers.They probably bought close to $13 to $14 million of circuit boards out of that Hayward facility andprobably $8 to $9 million come out of our facilities.

Amit Daryanani - RBC Capital Markets

Then just the last question. Ifyou guys could just talk a little bit on the raw material pricing, if you arestarting to see laminate suppliers start to increase pricing over here or isthat side pretty stable?

Kent Alder

Yes, we had some prices relativeto price increases related to copper over the last 18 months, but their wholematerial pricing seems very stable right now. I don't think there will be anychallenges in the fourth quarter. It looks like it should be pretty calm in thefirst quarter also.

Amit Daryanani - RBC Capital Markets

All right. Thanks a lot guys.

Kent Alder

Thanks.

Operator

Thank you. And our next questioncomes from the line of Thomas Dinges from J.P. Morgan. Please go ahead.

Thomas Dinges - J.P. Morgan

Hi, good afternoon guys. Just tofollow on the last question taking a slightly different tact on the pricingfront. Kent, you did talk alittle bit about no longer seeing as much potential loss of business from folksover in Asia and maybe just a little bit moreclarity there. Is that because even those folks over there are starting to geta little bit more disciplined on the pricing front, which is putting a littleless pressure on the domestic suppliers like yourself?

Or is there something else inparticular you think that's going on there. And also in regards to pricingnegotiations, correct me if I'm wrong, but usually around this time of year youstart to have some discussions with a lot of your customers around what thenext 12 months kind of pricing environment is going to look like. And ifthere's any color that you can share there around your discussions, is itfeeling different than it has in years past, one direction or the other, thatwould be helpful?

Kent Alder

A lot of components to thatquestion, Tom. If I miss one ask again, but with regards to Asian competition,couple of things going on there. I think that probably costs there are going updue to new requirements on water treatment and water requirements, pollutioncontrol and so forth, but in our particular case, we are seeing stabilizationbecause we don't have any more products in that gray area. Now we are reallyisolated on aerospace and defense and if you look at all of our products nowthey are very high-tech and they are small volume lots.

So the distance between us and,say, Asian competition has increased and I talked about last time we lost alittle bit and that was some products that were in that gray area that left.But that situation is now very stable and I think we will see some upside now,relative to where we are today. So that's the major impact as to why I think weare stable and able to compete with Asia. Itis because we are more in line with what works for us -- technology, time andso forth. Well, their costs are going up but I think that's less of a situationand when we talk about price negotiations at the end of the year, I think thatmaybe was in the olden days, but right now we do a lot of just pricing withquick-turn work and it happens kind of over and over again on a daily basis. So,we don't see too much negotiations at the end of the year relative to what wedid five or six years ago. We have some quarterly pricing events that takeplace, but for the most part the yearly pricing situation is not a situationwith us anymore.

Thomas Dinges - J.P. Morgan.

Okay, thank you.

Operator

Thank you. And our next questioncomes from the line of Kevin Kessel from Bear Stearns.

Kevin Kessel - Bear Stearns

Thanks. Hey, guys, how are youdoing?

Kent Alder

Hi, Kevin.

Kevin Kessel - Bear Stearns

Just a question here. So Kenton the PCB side, when I took a look at the breakdown in the operating segments,it looks like sales were up a little less than $2 million. And you said thatyou got to Dallas,and if my recollection is correct, I think that you were only looking for $3million, I thought of 5, in the quarter but it sounds like all 5 came through.And then you had Cisco or a large customer comeback and contribute, I'm sure atleast a million or two. So all the rest of weakness then came out of thesemi-cap side primarily?

Kent Alder

There is probably no absolutes ofany answer that we gave or any statement that we made. But there was somesoftness in our work that is associated with semi-cap. And so, we did fulfillour expectations with the return of work relative to the lean manufacturing,the Dallas work of 5 million; that was right on line, and I might add that notonly have we captured the work from the Dallas closure, but we have been ableto expand with most of those customers and we capture in more market share withthe customers that we have transferred. So, I think the main challenge that wehave had is just some customers out side of the areas that we talked about,just going on a pause in the third quarter. There is certainly no trend here.It is clearly with us, just some order patterns that were a little softer inthe third quarter, and we think they are coming back and in addition to therecovery and stabilization with other situations and the growth that we areworking on. We are working real hard to develop new business. And we have a lotof nice programs in the work and we're being very successful there withcapabilities. So, we will see the return of those customers. We will see somenew business development going on. And I think a lot of that is because we arethrough this integration process and we are now starting to take advantage ofthe combination of TTM and the strengths and the cross-selling are beginning tocome to fruition here.

So we are pretty excited aboutthe fourth quarter and beyond.

Kevin Kessel - Bear Stearns

But looking at the segments thatare down the high-end computing or computing storage segment was down, I think,the most. Was that the remaining amounts of that work that's kind of in thegray area that transitioned out or was it just weakness in forecast or --?

Kent Alder

The network and communications?

Kevin Kessel - Bear Stearns

No, I am sorry, the computingstorage peripherals.

Kent Alder

That was mostly work associatedwith semiconductor and it was kind of just more timing. It definitely was someof that work being transferred out and now we are stable.

Kevin Kessel - Bear Stearns

Now it's stable and you said youthink it could improve?

Kent Alder

I think we could see some upsidethere. Absolutely.

Kevin Kessel - Bear Stearns

Okay, and then the otherquestion, just looking at the assembly, because you said the assembly was oneof the main reasons that networking was down. But to me, it appears that theassembly was down less than expected. It was only down about 1.5 million orsomething and profitability actually improved. So, that was also surprising. Idon't know if you can help explain that.

Kent Alder

I think profitability improvingis directly related to how we manage that business. I think again we are ableto recognize trends, take action, reduce hours, do what it takes to make surewe can generate profit with whatever the marketplace gives us. And in theassembly business, we talk about that being down 1.5 million. But that's almostentirely in the network and communication business. 80% of what we do inassembly is in that end market. When that goes down it impacts that segment.

Kevin Kessel - Bear Stearns

I got it and just for Steve.Steve, is there any expectation for how much you plan to pay down? Maybe Imissed it in the fourth quarter.

Steve Richards

No, I can give you that. I cangive some color on that. We paid down $10 million already in October. We haveto pay down $22 million this quarter so that is another $12 million. We arecurrently at $99 million now which reflects the $10 million we paid in October.So, we expect to be down between $85 and $90 million of debt outstanding at theend of this quarter. We are expecting a dividend from the China operation this quarter and I had talked inprior quarters about getting lower than $85 million level by the year end andthat was predicated on the assumption that we'd probably sell our Dallas facility buildingthis year. That probably will slip into the first quarter of next year. Andthen we will use that money to pay down debt at that time.

Kevin Kessel - Bear Stearns

Is there anything that you cansay about the expected proceeds from Dallas?

Steve Richards

We are still in negotiations withbuyers, so I cannot quantify a number yet, for fear of it being different thanwhat I tell you. But, I think it will be helpful towards paying down out debt.

Kevin Kessel - Bear Stearns

Okay, and then, the last questionis on the cash flow outlook for the fourth quarter. How does it look now? Doyou expect it to be similar to what we just saw in the third quarter? Or shouldit look more like the first quarter?

Steve Richards

The first quarter probably is abit of an anomaly. I may have mentioned this in prior conversations. But in thefirst quarter we had unplugged from the Tyco print circuit group, that is why Iwas just taking out the [Tape Electronics] corporate parent cash collectionoperation that was consolidated and was not very attentive to our operation. Soonce we got our folks in charge of collecting cash in the first quarter, we hadthis big operating cash flow of $28 million. It's been $14 million for Q2 and alittle bit higher than that, but still in the $14 million neighborhood in Q3. Ithink with higher net income projected for next quarter we will see thatprobably rise to $15 million to $18 million level. I don't think we will be at$20 million again. I think we kind of realized that was a onetime benefit. Ifyou look back at the components of that first quarter cash, you'll see a lot ofit was collections and AR. And that is probably not likely to happen againbecause we aren’t neglecting our AR anymore. We are actually paying closeattention to it.

Kevin Kessel - Bear Stearns

Is there I guess any way to moveyour payables closer to your receivables, because there is such a large gapbetween the two, or get your inventory churn? I know they won't be at the priorlevels because the business is different and on assembly of course. Butabsolute inventory dollars are essentially at the same level now that they werewhen you closed the deal.

Steve Richards

Yes, like on the inventory front,there's some opportunities to manage inventory I think more closely across ourbackplane assembly operations, in that we can use common systems and leverageour larger buy in that area. But your put up payables is very well taken.That's something that we are very attentive to and my staff has done a reallygreat job in tracking kind of on the facility by facility basis, the AR daysand payables days. The things that we can kind of more closely control in thefinance and accounting arena and so on Friday I am meeting with our regionalcontrollers to roll out an approach to more accurately manage our payables daysto help benefit that. And I think you'll see some initiatives that we undertakein the fourth quarter to improve our payable days.

Kevin Kessel - Bear Stearns

Great. Thank you very much.

Kent Alder

I might add to that, Kevin. Whenyou look at our cash flow, I mean we generate a lot of cash and our CapEx forthe third quarter was $2.9 million. CapEx for 2007 in total probably $13million to $13.5 million. So I think we are doing a nice job managing our CapExand investing back in the Company wisely. We just generate a lot of cash.

Kevin Kessel - Bear Stearns

Good thing.

Operator

Thank you and our next questioncomes from the line of Shawn Harrison from Longbow Research. Please go ahead.

Shawn Harrison - Longbow Research

Hi, good afternoon. Just a quickpoint of clarification. The Quick-turn was 13.9% of sales this quarter versus16% last quarter?

Kent Alder

It was 13.4% Shawn, versus 15.7%last quarter.

Shawn Harrison - Longbow Research

Versus what last quarter?

Kent Alder

15.7%.

Shawn Harrison - Longbow Research

15.7$. Okay, second question justhas to deal with the backlog beyond 90 days. Some of that associate with thenew customers you are able to backfill and Chippewa Falls.Maybe if you could just provide some commentary associated with that, backlogbeyond 90 days.

Kent Alder

Yes. You can almost sum that upby saying most of that is in the aerospace and defense end market. We won someprograms there and the big programs that we win, they spread the deliveriesabout beyond 90 days. Having said that, however, we still have a pretty sizablebacklog that's due within 90 days and that gives us a significant amount ofconfidence in the fourth quarter in meeting our projections.

Shawn Harrison - Longbow Research

Okay. The new programs that youwon with new customers at Chippewa Falls. Have they've begunthe ramp to volume or is that more of kind of a 2008 story?

Kent Alder

No, it's this quarter.

Shawn Harrison - Longbow Research

Okay.

Kent Alder

Yes, it's in the fourth quarter.And there'll be upside in 2008 also, but it is this quarter.

Shawn Harrison - Longbow Research

Okay, and then just if we lookahead to maybe 2008, the interest expense, it looks like at least my math maybebelow a little bit -- a little below $2 million, Steve, to start the year?

Steve Richards

Yes, I believe this is a tricky point. On the interestexpense that you guys see in the 10-Q and so forth, it combines the interestexpense with the amortization of debt issuance costs because as we pay down ourdebt as aggressive as we have, we have to take out a chunk of that out of thepicture as well. So I am expecting interest expense, you know, like cashinterest expense, the actual interest piece of it to be about them $2 millionin the fourth quarter and about $700,000 of debt amortization costs. It's for atotal of $2.7 million that I mentioned in the script. So I think that run rateof, say, $2 million a quarter would be lower for each quarter next year as theycontinue to aggressively pay down debt.

And we are also in an environment I think where interestrates, we are obviously on a LIBOR plus rate where interest rates are likely todecline I think at least for the first half of 2008. So that $2 million perquarter run rate would be probably more like in the, I would think 1.5 kind ofrange, although we don't have firm guidance yet for Q1 of next year. But Ithink that's probably a reasonable 1.5 to 2.25 and then declining each quarterthroughout the year.

Shawn Harrison - Longbow Research

Okay. The inference then that you are going to just continueto use free cash flow to pay down debt in 2008?

Steve Richards

Yes, that's our plan. Obviously it's like as Kentmentioned we are always evaluating opportunities to expand at this point,primarily overseas. So that could lead us to make different decisions about howto use our cash, but right now we are going to continue to pay down debt withour cash.

Shawn Harrison - Longbow Research

Okay. And then just one last point of clarification on thehigh end computing business, when you mentioned some upside there is thatbusiness coming back, that was in the gray area with customers that had gone toAsia? Or is that just new program wins withcustomers in that end market classification?

Steve Richards

It's probably new program wins more than work coming back.Customers go through these development cycles where they kicked out newprograms and sometimes that doesn't tie in with kind of the old program beingstabilized. So we think it will be with new program wins. We are alreadyexperiencing the wins today. So I think we have some upside there. And like Isaid, in every end market we are going to up on a dollar basis, probably upmore significantly in aerospace, defense and in our networking end markets.

Shawn Harrison - Longbow Research

Okay. Thank you very much.

Operator

(Operator Instructions). Our next question comes from theline of Rich Kugele from Needham & Company. Please go ahead.

Rich Kugele - Needham & Company

Since we are going to keep the assembly business, can youtalk about where those margins are today and how far you think you can improvethem over time?

Kent Alder

Yes. Our margins in the assembly business, I think they arepretty close to 14%. In the last quarter, at print circuit boards we were closeto 20, 20.5%. So as far as tagging a number to how much we think we can improvethat, I would be a little reluctant to do that because there always is --becomes a lot of moving parts as you go through that. But it is clear to usthat we have some significant opportunity in our purchasing realm opportunityto have better coordination allocating products between Shanghaiand Hayward.And then just as you can see, our top-line went down in last quarter, yet westill can dug, improved on the bottom line. So I think there is definiteoperation. You have a good team up there, both in Shanghaiand Hayward.And now that they are with TTM, I think you are going to see some niceimprovements just in operating efficiencies on how we run the business, as wellas taking advantage of opportunities with material purchasing and betterallocation between Shanghai and Hayward.

Rich Kugele - Needham & Company

But just long-term strategically there's no reason why wecan't be in the low to mid 20% range even with the assembly as a portion of thebusiness?

Kent Alder

That's correct.

Rich Kugele - Needham & Company

And then just in terms of CapEx since the capacity ingeneral since it is so key to the lead time, any initial ideas on what you'regoing to do for '08 and given where lead times are today do you think they docontinue to extend a little bit in the fourth quarter and you'll just let thathappen? Like what's your target for lead times, where you are happiest?

Kent Alder

That's a good question. Where we are happy and where ourcustomers are happy, are two different things. But clearly we want to make surethat we service our customers and have a lead time that's very competitive. OurCapEx, we are going to have to be a little heavier on CapEx in 2008 and I thinklike I said earlier we will be $13-$13.5 million 2007 or probably be closer to$17-$18 million in 2008. And most of that is around bottlenecks in thefacilities and a lot of that centers around the new technologies that we'reseeing. So that we have to run our product through the lamination press cyclesand plating more so than we have when we have just high layer count products.

So our investment will be into plating capabilities probablyin the press area as well as drill. So we will come up with a real solid CapExplan for 2008 that addresses all these issues and keeps our lead times in line.I might say, too, in a lot of our facilities with the new technologies it hascreated bottlenecks in just one area of the facility. So as we put some CapExinto, say, plating for example, it frees up the capacity for the entirefacility. So that is a pretty nice position to be in when you look at what kindof returns we are going to get on our investment in CapEx in 2008.

Rich Kugele - Needham & Company

Okay. That's great. Thank you very much.

Operator

Thank you. And our next question comes from the line of MattSheerin from Thomas Weisel Partners. Please go ahead.

Matt Sheerin - ThomasWeisel Partners

Just have a quick follow-up for you, Steve, on the SG&A guidance.If I did the math it implies that it is going to be up by about $0.5 million orso?

Steve Richards

That might be a little bit heavy. I guess on a blendedSG&A basis you're probably have to. The revenue increase that we projectfor the fourth quarter will drive commission expense up which is the biggestvariable piece of selling so that will be a little bit probably about $200,000.And we will probably have about a $200,000 to $300,000 increase in G&Aexpense for Sarbanes-Oxley implementation. I think I mentioned on a prior callthat these plans required from PCG were not part of the Tyco Electronics'broader SOX effort because they are too small. Of course for us they are allvery materials. So my staff has made an incredible push in Q3 to implementSarbanes-Oxley at all of these new facilities and plus the increase to costsboth from the audit point of view and from some consulting, we are bringing into help with the test script writing and testing during the fourth quarter aswell. I think that should taper off after fourth quarter because we are makingevery effort to be compliant by the end of the fourth quarter. And many ofthose costs are being incurred during next month.

Matt Sheerin - ThomasWeisel Partners

That's very helpful and as we look into March, I know youhaven't given guidance yet, but normally you have some standard increase inexpenses at the beginning of the year. But should we assume that some of thoseone-time costs that you talked about go away then it might be closer toflattish than up?

Steve Richards

Yes, I think that's definitely fair. I think most of theincrease G&A cost beyond the norm you've seen so far this year would be allincurred in the fourth quarter. There will be a little bit in the first quarterjust for the year end audit which we accrue for partly in the fourth quarterbut also expense more for in the first quarter. But beyond that I think weshould be back to a more stable run rate.

Matt Sheerin - ThomasWeisel Partners

And then my final question for you, Kent, you've gotten alot of questions about demand and the book-to-bill, etc. You've been through alot of cycles here. We've seen the industry, the PCB book-to-bill creep up andI think it is at the highest level it's been in more than a year now. What'syour general take on where do you think we are in the cycle and where we areheaded?

Kent Alder

That's a good question. I wish I had all the answers to thatquestion. But it appears that the industry has evolved over time to be lesscyclical. I think with a lot of work migrated to Asiait seemed to be consumer type products that are more cyclical. So, the workthat we are focused on right now is absolutely less cyclical. Where we are atin the cycle I'm not sure, but it feels pretty good, relative to the activitythat we have seen from customers. And it's pretty broad-based, I mean, it's notisolated anywhere. We've got a lot of new programs particularly in militaryaerospace that we are working on. So I guess I'm having a hard time answering thatquestion, but we're certainly not going the wrong way when you look at thecycle.

Matt Sheerin - ThomasWeisel Partners

Okay. Terrific. Thanks a lot.

Operator

Thank you. (Operator Instructions). And Mr. Alder, I amshowing that we have no further questions at this time. Please continue withany closing remarks.

Kent Alder

Okay. Just in summary, I want to thank our employeespublicly here for the excellent work that top to bottom, throughout our companyeverybody has contributed to the success of the Tyco acquisition. It has beenabout a year now and we clearly are a different company today than we were ayear ago. I think the employees have made this company the successful companythat it is today. Other than that I want to thank all the other individuals forjoining us today on the conference call. We appreciate your interest in TTM andwe will see you next quarter. Thank you.

Operator

Ladies and gentlemen, that does conclude our conference fortoday. Thank you for your participation. You may now disconnect.

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