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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file numbers:
DDi Corp. 000-30241
DDi Capital Corp. 333-41187
Dynamic Details, Incorporated 333-41211
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DDi CORP.
DDi CAPITAL CORP.
DYNAMIC DETAILS, INCORPORATED
(Exact names of registrants as specified in their charters)
Delaware 06-1576013
California 33-0780382
California 33-0779123
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Nos.)
1220 Simon Circle Anaheim, California 92806
(Address of Principal Executive Offices) (Zip Code)
(714) 688-7200
(Registrants' telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
DDi Corp.-Common Stock, par value $.01 per share
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(Title of class)
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Indicate by check mark whether DDi Corp., DDi Capital Corp. and Dynamic
Details, Incorporated: (1) have filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) have been subject to such filing
requirements for the past 90 days: Yes [X] No [_].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [_].
The aggregate market value of the DDi Corp.'s voting Common Stock held by
non-affiliates of DDi Corp. was approximately $942,278,871 (computed using the
closing price of $25.4375 per share of Common Stock on March 6, 2001, as
reported by The Nasdaq Stock Market, Inc.). On March 6, 2001, all of the
voting stock of Dynamic Details, Incorporated was held by DDi Capital Corp.,
all of the voting stock of DDi Capital Corp. was held by DDi Intermediate
Holdings Corp., and all of the voting stock of DDi Intermediate Holdings Corp.
was held by DDi Corp. As of March 6, 2001, DDi Corp. had outstanding
47,507,942 shares of Common Stock.
As of March 6, 2001, DDi Corp. had 47,507,942 shares of common stock, par
value $0.01 per share, outstanding. As of March 6, 2001, Dynamic Details,
Incorporated had 100 shares of common stock, par value $.01 per share,
outstanding and DDi Capital Corp. had 1,000 shares of common stock, par value
$.01 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of DDi Corp.'s Proxy Statement prepared in connection with the
Annual Meeting of Stockholders to be held in 2001 are incorporated by
reference into Part III of this Form 10-K.
This Annual Report on Form 10-K is a combined annual report being filed
separately by three registrants: DDi Corp ("DDi Corp." f/k/a DDi Holdings
Corp.), DDi Capital Corp. ("DDi Capital") and Dynamic Details, Incorporated
("Dynamic Details"). Except where the context clearly indicates otherwise, any
references in this report to "DDi Corp." includes all subsidiaries of DDi
Corp. including DDi Capital and Dynamic Details. DDi Capital and Dynamic
Details make no representation as to the information contained in this report
in relation to DDi Corp. and its subsidiaries other than DDi Capital and
Dynamic Details, respectively.
DDi Capital and Dynamic Details meet the conditions set forth in General
Instructions I(1)(a) and (b) of Form 10-K, and are filing this form with the
reduced disclosure format pursuant to General Instruction I(2).
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DDi CORP.
DDi CAPITAL CORP.
DYNAMIC DETAILS, INCORPORATED
FORM 10-K INDEX
Page
----
PART I
Item 1 Business...................................................... 3
Item 1A Executive Officers of the Registrant.......................... 13
Item 2 Properties.................................................... 14
Item 3 Legal Proceedings............................................. 14
Item 4 Submission of Matters to a Vote of Security Holders........... 14
PART II
Item 5 Market for the Registrants' Common Equity and Related
Stockholder Matters........................................... 15
Item 6 Selected Financial Data....................................... 16
Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 20
Item 7A Quantitative and Qualitative Disclosures About Market Risk.... 36
Item 8 Financial Statements and Supplementary Data................... 37
Item 9 Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure...................................... 37
PART III
Item 10 Directors and Executive Officers of the Registrant............ 38
Item 11 Executive Compensation........................................ 38
Item 12 Security Ownership of Certain Beneficial Owners and
Management.................................................... 38
Item 13 Certain Relationships and Related Transactions................ 38
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K........................................................... 39
2
Except for the historical information contained herein, this Annual Report
on Form 10-K contains forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those discussed
here. Readers should pay particular attention to the considerations described
in "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations--Factors that May Affect Future Results."
PART I
ITEM 1. BUSINESS
Overview
DDi Corp., formerly known as DDi Holdings Corp. ("DDi Corp."), provides
technologically advanced, time-critical electronics design, development and
manufacturing services to original equipment manufacturers and other providers
of electronics manufacturing services. Operating through our primary operating
subsidiaries, Dynamic Details, Incorporated ("Dynamic Details") and DDi Europe
Limited ("DDi Europe"), we target the fast-growing communications and
networking equipment industries, which are characterized by aggressive new
product development programs demanding the rapid application of advanced
technology and design.
Our customers use our services to develop and produce a wide variety of end
products, including communications switching and transmission equipment,
wireless base stations, work stations, high-end computing equipment and data
networking equipment. The technologically advanced, time-critical segment of
the electronics manufacturing services industry in which we operate is
characterized by rapid growth, high margins and significant customer
diversity.
DDi Corp's predecessor corporation was incorporated in California in 1978.
In 1991, new management, led by our President and Chief Executive Officer,
Bruce D. McMaster, began to focus primarily on the time-critical segment of
the electronics manufacturing services industry. In January 1996, we were
recapitalized by Chase Manhattan Capital, LLC and its affiliates. In October
1997, we were recapitalized again by investors led by Bain Capital, Inc.,
Celerity Partners, L.L.C. and Chase Capital Partners. DDi Corp. was
reincorporated in Delaware in April 2000.
In October 1997, in connection with our second recapitalization, DDi Corp.
incorporated Dynamic Details as a new, wholly-owned subsidiary, and
contributed substantially all of its assets, subject to certain liabilities,
to Dynamic Details. In November 1997, DDi Corp. organized DDi Capital Corp.
("DDi Capital") as a wholly-owned subsidiary, and in February 1998, DDi Corp.
contributed substantially all of its assets (consisting primarily of all of
the shares of capital stock of Dynamic Details), subject to certain
liabilities, including senior discount notes, to DDi Capital. In July 1998,
DDi Corp. organized DDi Intermediate Holdings Corp. ("Intermediate") as a
wholly-owned subsidiary and contributed its ownership of DDi Capital to
Intermediate.
In December 1997, Dynamic Details acquired all of the outstanding shares of
common stock of Colorado Springs Circuits, Inc., a Colorado corporation d/b/a
Dynamic Details, Inc. - Colorado Springs ("NTI"). The acquisition of NTI is
described in more detail under "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations--Company History and
Significant Transactions--Colorado Facility (formerly NTI)."
In July 1998, Dynamic Details merged with Dynamic Circuits, Inc. ("DCI"), a
Delaware corporation. DCI was primarily a manufacturer of complex printed
circuit boards and related components based in Silicon Valley and with
additional facilities in Texas, Georgia and Massachusetts. The merger with DCI
is described in more detail under "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations--Company History and
Significant Transactions--DCI Merger."
In December 1999, Dynamic Details implemented a plan to consolidate its
Colorado operations into its Texas facility and to close the Colorado
facility. The closure of this facility was effectively complete as of
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March 31, 2000. Dynamic Details is currently serving the majority of the
customers who were serviced by the Colorado facility out of the Texas
facility. By combining Texas and Colorado operations, Dynamic Details
eliminated lower-margin product lines and decreased overhead costs, and gained
efficiency through better capacity utilization and streamlined management.
On April 14, 2000, DDi Corp. completed an initial public offering of
12,000,000 shares of its common stock. The initial public offering is
described in more detail under "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations-Company History and
Significant Transactions-Initial Public Offering of DDi Corp."
Concurrent with the closing of its initial public offering, DDi Corp.
acquired MCM Electronics Limited, ("MCM"), a time-critical electronics
manufacturing service provider based in the United Kingdom. MCM has been
combined with our other European operations and does business as DDi Europe
Limited ("DDi Europe"). The acquisition of MCM is described in more detail
under "Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations-Company History and Significant Transactions-MCM
Electronics Acquisition."
On August 4, 2000, Dynamic Details acquired substantially all the U.S.
assets of Automata International, Inc. ("Automata"), a Virgina-based
manufacturer of technologically advanced printed circuit boards. The
acquisition of Automata's assets is described in more detail under "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Company History and Significant Transactions-Automata Acquisition."
On September 15, 2000, Dynamic Details acquired substantially all the assets
of Golden Manufacturing, Inc. ("Golden"), a Texas-based manufacturer of
engineered metal enclosures and provider of value-added assembly services to
communications and electronics original equipment manufacturers. The
acquisition of Golden's assets is described in more detail under "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations-Company History and Significant Transactions-Golden Acquisition."
On October 16, 2000, DDi Corp. completed a follow-on public offering of
6,000,000 shares of its common stock, with 4,608,121 shares issued by DDi
Corp. and the remainder offered by selling shareholders. The follow-on public
offering is described in more detail under "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations-Company History
and Significant Transactions-October 2000 Follow-On Public Offering of DDi
Corp."
This report is a combined annual report filed separately by three
registrants, DDi Corp., DDi Capital and Dynamic Details. Dynamic Details is a
wholly-owned subsidiary of DDi Capital, DDi Capital is a wholly-owned
subsidiary of Intermediate, and Intermediate is a wholly-owned subsidiary of
DDi Corp. Each registrant has its principal executive offices at 1220 Simon
Circle, Anaheim, California and their telephone number is (714) 688-7200.
As used herein, the "Company," "we," or "us" means DDi Corp. and its wholly-
owned subsidiaries, including DDi Capital and Dynamic Details, or their
predecessor entities as the context requires.
Recent Developments
On February 14, 2001, DDi Corp. and some of its shareholders completed a
follow-on public offering of 6,000,000 shares of its common stock, with
3,000,000 shares issued by DDi Corp. and the remainder sold by selling
shareholders. The shares were sold at $23.50 per share, generating proceeds to
us of $67.0 million, net of underwriting discounts, commissions and expenses.
Concurrently, DDi Corp. issued 5 1/4% convertible subordinated notes due March
1, 2008 with an aggregate principal of $100.0 million. These notes are
convertible at any time prior to maturity into shares of common stock at a
conversion price of $30.00 per share, subject to certain adjustments. These
notes generated proceeds to us of $97.0 million, net of underwriting
discounts,
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commissions and expenses. The net proceeds of both transactions have been used
to repurchase all of the Dynamic Details senior subordinated notes and will be
used to repurchase a portion of the Capital senior discount notes, to repay a
portion of the Dynamic Details senior credit facility or for general corporate
purposes.
On March 5, 2001, DDi Europe completed the acquisition of Thomas Walter
Limited ("Thomas Walter"), a leading printed circuit board manufacturer based
in Marlow, England for approximately $30 million. Thomas Walter is a well-
established provider of complex, quick-turn rigid and rigid-flex printed
circuit boards for the European electronics industry. We believe that Thomas
Walter's core competencies in time-critical delivery and complex technology
will complement our quick-turn manufacturing and assembly operations in the
U.K. In particular, Thomas Walter's leading edge technological expertise
supports our high-end microvia laser technology, which will enhance pre-
production services in our European prototype division.
Industry Background
Electronics manufacturing services, or EMS, companies provide a range of
services to electronics original equipment manufacturers, or OEMs. The EMS
industry is growing rapidly, and industry revenues have increased from
approximately $22 billion in 1993 to approximately $101 billion in 2000.
Technology Forecasters, Inc. expects industry revenues to grow at
approximately 27% annually to approximately $260 million in 2004. Industry
growth is fueled by increases in the rate of outsourcing combined with steady,
underlying growth in the electronics equipment industry. In 2000,
approximately 13.1% of the cost of goods sold by electronics OEMs was
attributable to components and products outsourced to EMS providers.
Technology Forecasters, Inc. expects this percentage to reach 25.9% by 2004.
Electronics manufacturing services were historically labor-intensive
functions outsourced by OEMs to obtain additional capacity during periods of
high demand and initially consisted mainly of printed circuit board assembly.
Early EMS providers acted essentially as subcontractors, providing production
capacity on a transactional basis. With advances in process technology, EMS
providers developed additional capabilities and were able both to improve
quality and to reduce OEMs' costs. Over time, OEMs came to rely on EMS
providers to perform a broader array of manufacturing services, including
design and development activities. In recent years, EMS providers have
expanded their range of services to encompass design, product development,
packaging and distribution and overall supply chain management.
By using EMS providers, OEMs are able to focus on their core competencies,
including product development, sales, marketing and customer service.
Outsourcing allows OEMs to take advantage of the manufacturing expertise,
advanced technology and capital investment of EMS providers, to achieve
overall cost benefits and to enhance their competitive position by:
. reducing time to market and time to volume production;
. reducing operating costs and invested capital;
. improving supply chain management;
. focusing their resources on core competencies;
. accessing advanced manufacturing capabilities and process technologies;
and
. improving access to global markets.
The fast-growing communications and networking equipment industries
represent large and attractive markets for electronic manufacturing services.
These industries are characterized by increasingly rapid product introductions
driven by, among other factors, the demand for network infrastructure to
handle increased voice and data traffic created by the Internet.
Communications equipment manufacturers are at a relatively early stage of the
outsourcing trend, and Technology Forecasters, Inc. predicts these
manufacturers will double their use of EMS providers, such as ourselves,
between 2000 and 2004 for design, development and manufacturing services.
5
The DDi Customer Solution
We engineer technologically advanced materials for customers within
extremely short turnaround times, which distinguishes us from traditional
electronics manufacturing service providers, and provides our customers with a
competitive advantage in delivering their new products to market quickly. Our
customers benefit from the following components of the DDi customer solution:
. Time-critical Service. Based on industry data, we believe we are one of
the largest providers of quick-turn complex printed circuit boards in
the United States. We can deliver highly complex printed circuit boards
to customers in as little as 24 hours. Approximately 50% of our net
sales in 2000 were generated from services delivered in 10 days or less.
. Advanced Technology. The focus on time-critical design, development and
manufacturing services requires our engineers to remain on the cutting
edge of electronics technology, and our customers benefit from the
expertise we have developed as they seek to introduce new products.
Approximately 60% of our net sales in 2000 involved the design or
manufacture of printed circuit boards with at least eight layers, an
industry-accepted measure of complexity. In addition, many of our lower
layer-count boards are complex as a result of the incorporation of other
technologically advanced features.
. Proactive Sales Force. Our knowledgeable and innovative sales force,
based in Silicon Valley, enables current and prospective customers to
understand and exploit a wide range of services provided by our
facilities across the country and in Europe. Our salespeople helped to
add approximately 375 customers in 2000, exclusive of acquisitions.
. Relationships with Research and Development Personnel. In many cases, we
have design engineers stationed on-site in customers' product
development divisions. As a result, we help customers develop workable
technical solutions to their concepts for next generation products.
. Experienced and Incentivized Management. Our management team, led by
Charles D. Dimick and Bruce D. McMaster, collectively has more than 100
years of experience in the electronics manufacturing services industry.
We believe that these attributes allow us to consistently meet and exceed
our customers' expectations and that, as a result, we will continue to attract
leading original equipment manufacturers and other providers of electronics
manufacturing services as customers.
Our Strategy
Our goal is to be the leading provider of technologically advanced, time-
critical electronics manufacturing services. To achieve this goal, we will:
Continue the Focus on the Fast-Growing Communications and Networking
Equipment Industries. We focus marketing efforts on the fast-growing
communications and networking equipment industries, and target established
original equipment manufacturers, emerging providers of next-generation
technology and electronics manufacturing service providers serving these
industries. The communications and networking equipment industries represented
approximately 61% of our net sales for the year ended December 31, 2000.
Capitalize on Strong Customer Relationships and Design Expertise to
Participate in Future Product Introductions and Further Outsourcing
Programs. We have served established original equipment manufacturers for many
years, through multiple product generations. We have positioned ourselves as a
strategic partner in our customers' new product initiatives by focusing on
direct relationships with our customers' research and development personnel.
As a result, we have developed expertise and gained knowledge of our
customers' new product design programs, all of which position us as a
preferred service provider for future product generations.
Strengthen Technology and Process Management Leadership in the Time-Critical
Segment of the Electronics Manufacturing Services Industry and Continue to
Improve Quality and Delivery Times by Incorporating Emerging Technologies and
Consistently Refining Manufacturing Processes. We have
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consistently been among the earliest users of new developments in printed
circuit board design, development and manufacturing and are continuously
incorporating new technology into our manufacturing processes in order to
further improve quality and reduce delivery times. Because we concentrate on
cutting-edge methods, we have the ability to service emerging providers of
next-generation technology. This ability allows us to build customer
relationships with companies with the potential for significant growth and
enables us to provide these cutting-edge methods to customers accustomed to
more traditional methods. We have developed process management expertise over
time and are continuously enhancing our ability to quickly adapt design and
production facilities on demand to serve time-critical customer needs. We
believe this expertise and ability position us as an industry leader in
providing flexible and responsive technologically advanced, time-critical
services.
Pursue Selected Acquisition Opportunities, Including Asset Divestitures by
Original Equipment Manufacturers. We have actively pursued acquisitions to
enhance service offerings, expand geographic presence and increase production
capabilities. An increasing number of original equipment manufacturers are
divesting their production capabilities as an integral part of their
manufacturing strategy. We have completed three acquisitions in 2000: MCM,
Automata and Golden. On March 5, 2001, we completed the acquisition of Thomas
Walter. We intend to continue to pursue strategic acquisition opportunities,
including asset divestitures by original equipment manufacturers, that we
believe will complement internal growth.
Leverage Leadership in Quick-Turn Design and Manufacturing Services to
Further Expand Assembly Operations and Other Value-Added Services. As a quick-
turn design and manufacturing service provider, we gain early access to our
customers' product development processes, giving us the opportunity to
leverage the provision of design services into providing other value-added
services including assembly of printed circuit boards and other electronic
components and total system assembly and integration of electronics products.
We predominantly use these additional capabilities in our customers' new
product development programs to enable them to further reduce their time to
market and overall cost.
Expand International Presence to Better Serve the Needs of Customers Seeking
to Outsource Their Worldwide Design and Manufacturing Activities. We have
served a growing number of European customers from DDi Europe's four U.K.
facilities. On March 5, 2001, DDi Europe completed the acquisition of
Thomas Walter, a leading printed circuit board manufacturer based in Marlow,
England. Thomas Walter is a recognized technology leader in manufacturing
complex quick-turn interconnect products for the European electronics
industry. We believe European markets offer significant growth opportunities
as large electronics equipment manufacturers are increasing their global
distribution and are seeking electronics manufacturing service providers with
the ability to operate in multiple markets. We are actively pursuing other
acquisition possibilities in Europe and targeting opportunities for geographic
expansion in Japan and other Asian markets, increasing our capability to serve
customers in these geographic areas.
Services
We provide a suite of value-added, integrated services, used by our
customers predominantly in the development of their new products, including:
On-campus and In-the-field Design of Complex Printed Circuit Boards. We
target design and development engineering services primarily at the earliest
stages of the new product development process. We provide design and
engineering assistance early in new product development to ensure that both
mechanical and electrical considerations are integrated into a cost-effective
manufacturing solution. We design and develop printed circuit boards that meet
or exceed established operating parameters for new products. In doing so, we
often recommend and assist in implementing design changes to reduce
manufacturing costs and lead times, increase manufacturing yields and improve
the quality of the finished product.
Printed circuit boards are the basic platforms used to interconnect
electronic components and can be found in virtually all electronic products,
including consumer electronics, computers and automotive, telecommunications,
industrial, medical, military and aerospace equipment. Printed circuit boards
used in
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consumer electronic products are generally less technologically sophisticated,
employing lower layer counts and requiring less manufacturing sophistication
than printed circuit boards used in high-end commercial equipment.
Communications and networking equipment manufacturers require more complex
multi-layer interconnections with advanced materials.
Time-critical Development and Fabrication of Prototype Complex Printed
Circuit Boards. Our time-critical, or quick-turn, services are used in the
design, test and launch phases of new electronics product development and are
generally delivered within 10 to 20 days or in as little as 24 hours. Larger
volumes of printed circuit boards are needed as a product progresses past the
testing, design and pre-production phases. The advanced design, development
and manufacturing technologies we employ facilitate quick-turn production of
complex, multi-layered printed circuit boards utilizing technologically-
advanced methods. See "Technology, Development and Processes." Our ability to
provide these services on a quick-turn and longer lead-time delivery basis
involves working closely with customers from the initial design of new
products through development and launch.
Assembly of Printed Circuit Boards, Backpanels and Other Components of
Electronics Products. We assemble printed circuit boards, backpanels, card
cages and wire harnesses on a low volume, quick-turn basis. Backpanels are
large printed circuit boards, and card cages and wire harnesses integrate
wires with connectors and terminals to transmit electricity between two or
more points. As the electronics industry has worked to increase component
speed and performance, the design of these components has become more
integrated. We have responded to this trend and provide these additional
assembly services to complement design and development capabilities.
Assembly and Integration of Customers' Complete Systems and Products. We
provide full system assembly services, predominantly for products in
development by original equipment manufacturers. These services require
logistical capabilities and supply chain management to rapidly acquire
components, assemble prototype products, perform complex testing and deliver
products to the customer.
Our Customers and Markets
We believe that we have one of the broadest customer bases in the
electronics manufacturing services industry. As of December 31, 2000, we had
more than 2,000 original equipment manufacturers and electronics manufacturing
services customers representing a wide range of end-user markets. We have
added over 375 customers in 2000, excluding increases resulting from
acquisitions. Our customers principally consist of leading communications and
networking equipment and computer manufacturers, as well as medical,
automotive, industrial and aerospace equipment manufacturers. During 2000,
sales to our largest customer, Alcatel, accounted for approximately 10% of net
sales, and sales to our ten largest customers accounted for approximately 42%
of our net sales. We have been successful at retaining customers and have
worked with our three largest customers since 1991.
Approximately 76% of our net sales are made to original equipment
manufacturers, and the remainder are to electronics manufacturing service
providers. The following table shows, for the periods indicated, the
percentage of our sales in each of the principal end-user markets we served
for the years ended December 31, 1998, 1999 and 2000.
Year Ended
December 31,
----------------
End-User Markets 1998 1999 2000
- ---------------- ---- ---- ----
Communications and networking equipment....................... 53% 55% 61%
Computer and peripherals...................................... 24 21 25
Medical, automotive, industrial and test instruments.......... 11 9 9
Aerospace equipment........................................... 3 2 2
Other......................................................... 9 13 3
--- --- ---
Total....................................................... 100% 100% 100%
=== === ===
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The following table indicates, for the year ended December 31, 2000, our
largest original equipment manufacturers, or OEMs, and electronics
manufacturing services, or EMS, customers in terms of net sales, in
alphabetical order, and the primary end products for which we provided our
services.
OEM Customers End Products
- ------------- ------------
Alcatel................... Communications switching and transmission equipment,
networking equipment
Ericsson.................. Communications Equipment
IBM....................... Network servers
Intel..................... Personal computers
Marconi Communications.... Communications switching and transmission equipment,
networking equipment
EMS Customers End Products
- ------------- ------------
Celestica................. Communications and computing equipment
Jabil..................... Communications and computing equipment
Solectron................. Communications and computing equipment
Technology, Development and Processes
We maintain a strong commitment to research and development and focus our
efforts on enhancing existing capabilities as well as developing new
technologies. Our close involvement with our customers in the early stages of
their product development positions us at the leading edge of technical
innovation in the design of quick-turn and complex printed circuit boards. Our
staff of approximately 300 experienced engineers, chemists and laboratory
technicians works in conjunction with our sales staff to identify specific
needs and develop innovative, high performance solutions to customer issues.
This method of product development allows customers to augment their own
internal development teams while providing us with the opportunity to gain an
in-depth understanding of our customers' businesses and enabling us to better
anticipate and serve our customers' future needs.
The market for our products and services is characterized by rapidly
changing technology and continuing process development. In recent years, the
trend in the electronics equipment industry has been to increase speed and
performance of components while at the same time reducing their size. This
trend requires increasingly complex printed circuit boards with higher
densities. The future success of our business will depend in large part upon
our ability to maintain and enhance our technological capabilities, develop
and market products and services that meet changing customer needs, and
successfully anticipate or respond to technological changes on a cost-
effective and timely basis. In the last three years, we have made substantial
investments in equipment and technology to meet these needs and maintain our
competitive advantage.
We believe the highly specialized equipment we use is among the most
advanced in the industry. We provide a number of advanced technologies,
including:
. Laser Direct Imaging. Laser direct imaging is a new process that allows
us to increase board density through the use of increasingly small and
accurate laser technology.
. Microvias. Microvias are small holes, or vias, generally created with
lasers employing depth control rather than mechanical drills, through
which printed circuit board layers are interconnected. Microvias
generally have diameters between .001 and .005 inches.
. Blind or Buried Vias. Blind or buried vias are small holes which
interconnect inner layers of high layer-count printed circuit boards.
. Ball Grid Arrays. A ball grid array is a method of mounting an
integrated circuit or other component to a printed circuit board. Rather
than using pins, also called leads, the component is attached with small
balls of solder at each contact. This method allows for greater
component density and is used in printed circuit boards with higher
layer counts.
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. Flip Chips. Flip chips are structures that house circuits which are
interconnected without leads. They are utilized to minimize printed
circuit board surface area when compact packaging is required.
. Multichip Module-Laminates. Multichip module-laminates are a type of
printed circuit board design that allows for the placement of multiple
integrated circuits or other components in a limited surface area.
. Advanced Substrates. Advanced substrates are a recent generation of
printed circuit board materials that enable the use of ball grid arrays,
flip chips and multichip module laminates. They are used for products
requiring high-frequency transmission and have thermal properties
superior to standard materials.
We are qualified under various industry standards, including Bellcore
compliance for communications products and UL (Underwriters Laboratories)
approval for electronics products. In addition, all of our production
facilities are ISO-9002 certified. These certifications require that we meet
standards related to management, production and quality control, among others.
Manufacturing
We produce highly complex, technologically advanced multi-layer and low-
layer printed circuit boards, backpanel assemblies, printed circuit board
assemblies, card cage and wire harness assemblies and full system assembly and
integration that meet increasingly tight tolerances and specifications
demanded by original equipment manufacturers. The manufacture of printed
circuit boards involves several steps: etching the circuit image on copper-
clad epoxy laminate, pressing the laminates together to form a panel, drilling
holes and depositing copper or other conducive material to form the inter-
layer electrical connections and, lastly, cutting the panels to shape. Our
advanced interconnect products require additional critical steps, including
dry film imaging, photoimageable soldermask processing, computer-controlled
laser drilling and routing, automated plating and process controls and
achievement of controlled impedance.
Multi-layering, which involves placing multiple layers of electrical
circuitry on a single printed circuit board or backpanel, expands the number
of circuits and components that can be contained on the interconnect product
and increases the operating speed of the system by reducing the distance that
electrical signals must travel. Increasing the density of the circuitry in
each layer is accomplished by reducing the width of the circuit tracks and
placing them closer together on the printed circuit board or backpanel.
Interconnect products having narrow, closely spaced circuit tracks are known
as fine line products. The manufacture of complex multi-layer interconnect
products often requires the use of sophisticated circuit interconnections,
called blind or buried vias, between printed circuit board layers and
adherence to strict electrical characteristics to maintain consistent circuit
transmission speeds, referred to as controlled impedance. These technologies
require very tight lamination and etching tolerances and are especially
critical for printed circuit boards with ten or more layers.
Manufacture of printed circuit boards used in backpanel assemblies requires
specialized expertise and equipment because of the larger size of the
backpanel relative to other printed circuit boards and the increased number of
holes for component mounting. We have no patents for these proprietary
techniques and rely primarily on trade secret protection.
Accomplishing these operations in time-critical situations, as we do,
requires the attention of highly-qualified personnel. Furthermore, our
manufacturing systems are managed to maximize flexibility to accommodate
widely varying projects for different customers with minimal or no turnover
time. We seek to maximize the use of our production and manufacturing capacity
through the efficient management of time-critical production schedules.
10
Sales and Marketing
Our marketing strategy focuses on developing close working relationships
with customers early in the design phase and throughout the lifecycle of the
product. Accordingly, our senior management personnel and engineering staff
advise our customers with respect to applicable technology, manufacturing
feasibility of designs and cost implications through on-line computer
technical support and direct customer communication. We have focused our
marketing efforts on developing long-term relationships with research and
development personnel at key customers in high-growth segments of the
electronics equipment industry.
We employ a targeted sales effort to help optimize our market share at the
customer level. In order to establish individual salesperson accountability
for each client, each customer is assigned one member of the sales staff for
all services across all facilities. We have developed a comprehensive database
and allocation process to control calling and cross-selling effort, and have a
global account program for coordinating sales to our top 20 customers. The
success of our sales strategy is demonstrated by the addition of over 350
customers in 2000, excluding the 400 customers added through the acquisition
of MCM.
We market our design, development and manufacturing services through an
internal sales force of approximately 200 individuals and an expansive sales
network consisting of 14 organizations comprised of approximately 70
manufacturers' representatives across the United States. Approximately 37% of
our net sales in 2000 were generated through manufacturers' representatives.
For many of these manufacturers' representatives, we are the largest revenue
source and the exclusive supplier of quick-turn and pre-production printed
circuit boards. In 1997, we opened a sales office in London, England.
Following our acquisition of MCM, we integrated MCM's sales force into our
pre-existing European staff and we plan to continue expanding our
international sales efforts. The financial information for geographic areas is
included in Note 2 to the Consolidated Financial Statements under the caption
"Segment Reporting."
Our Suppliers
Our raw materials inventory is small relative to sales and must be regularly
and rapidly replenished. We use just-in-time procurement practices to maintain
raw materials inventory at low levels, and work closely with our suppliers to
incorporate technological advances in the raw materials we purchase. Because
we provide primarily lower-volume quick-turn services, this inventory policy
does not hamper our ability to complete customer orders. Although we have
preferred suppliers for some raw materials, multiple sources exist for all
materials. Adequate amounts of all raw materials have been available in the
past and we believe this will continue in the foreseeable future.
The primary raw materials that we use in production are core materials
(copperclad layers of fiberglass of varying thickness impregnated with bonding
materials) and chemical solutions (copper, gold, etc.) for plating operations,
photographic film and carbide drill bits.
Competition
The electronics manufacturing services industry is highly fragmented and
characterized by intense competition. We principally compete in the time-
critical segment of the industry against independent, small private companies
and integrated subsidiaries of large, broadly based volume producers, as well
as the internal capacity of original equipment manufacturers. Competition in
the market segment we serve, unlike in the electronics manufacturing services
industry, generally is not driven by price. Instead, because customers are
willing to pay a premium for a responsive, broad-reaching capability to
produce customized complex products in a very short time, we compete primarily
on the basis of quick turnaround, product quality and customer service. In
addition, we do not compete in the high volume production manufacturing aspect
of the industry and as a result are less exposed to competition from low cost
manufacturers who compete on price in the commodity segment of this market.
Competition in the complex and time-critical segment of our industry has
increased due to consolidation, resulting in potentially better capitalized
competitors. Our basic technology is generally not subject to significant
proprietary protection, and companies with significant resources or
international operations may enter the market.
11
Backlog
Although we obtain firm purchase orders from our customers, our customers
typically do not make firm orders for delivery of products more than 30 to 90
days in advance. We do not believe the backlog of expected product sales
covered by firm purchase orders is a meaningful measure of future sales since
orders may be rescheduled or canceled.
Governmental Regulation
Our operations are subject to certain federal, state and local regulatory
requirements relating to environmental compliance and site cleanups, waste
management and health and safety matters. In particular, we are subject to
regulations promulgated by:
. the Occupational Safety and Health Administration pertaining to health
and safety in the workplace;
. the Environmental Protection Agency pertaining to the use, storage,
discharge and disposal of hazardous chemicals used in the manufacturing
processes; and
. corresponding state agencies.
To date the costs of compliance and environmental remediation have not been
material to us. Nevertheless, additional or modified requirements may be
imposed in the future. If such additional or modified requirements are imposed
on us, or if conditions requiring remediation were found to exist, we may be
required to incur substantial additional expenditures.
Employees
As of December 31, 2000, we had approximately 3,200 employees, none of whom
are represented by unions. Of these employees, approximately 2,600 were
involved in manufacturing and engineering, 200 worked in sales and marketing
and 400 worked in accounting, systems and other support capacities. We have
not experienced any labor problems resulting in a work stoppage and believe we
have good relations with our employees.
12
Item 1A. EXECUTIVE OFFICERS OF DDi CORP.
The following table sets forth the executive officers of DDi Corp., their
ages as of March 6, 2001, and the positions currently held by each person:
Name Age Office
---- --- ------
Bruce D. McMaster 39 President, Chief Executive Officer and Director
Charles D. Dimick 44 Chairman and Director
Joseph P. Gisch 44 Chief Financial Officer, Secretary and Treasurer
John Peters 46 Vice President, Sales and Marketing
Greg Halvorson 38 Vice President, Operations
Terry L. Wright 41 Vice President and Chief Technology Officer
The President, Chief Executive Officer, Chief Financial Officer, Secretary
and Treasurer are elected annually by the Board of Directors at its first
meeting following the annual meeting of stockholders. Other executive officers
may be appointed by the Board of Directors at such meeting or at any other
meeting. All executive officers serve at the pleasure of the Board of
Directors.
Bruce D. McMaster joined us in 1985 and has served as our President since
1991 and as a Director and our Chief Executive Officer since 1997. Mr.
McMaster also serves as President and Chief Executive Officer of Dynamic
Details. He has over 21 years of experience in the EMS industry. Before
becoming our President, Mr. McMaster worked in various management capacities
in our engineering and manufacturing departments.
Charles D. Dimick joined us in 1998 upon our merger with DCI. He is our
Chairman, a Director and the President of our subsidiary, Dynamic Details
Incorporated, Silicon Valley. He has over 21 years of experience in the EMS
industry. Mr. Dimick founded DCI in 1991 and served as its president and chief
executive officer until the merger. Previously, he was a senior vice president
of sales and marketing at Sigma Circuits.
Joseph P. Gisch has served as our Chief Financial Officer since 1995. Mr.
Gisch also serves as Vice President, Chief Financial Officer and Treasurer of
Dynamic Details. From 1986 to 1995, Mr. Gisch was a partner at the accounting
firm of McGladrey & Pullen, LLP where he was responsible for the audit,
accounting and information systems for a variety of manufacturing clients. Mr.
Gisch was responsible for our general accounting and income tax matters. Mr.
Gisch has not been responsible for any of our audit services since 1991.
John Peters joined us in 1998 upon our merger with DCI. He has been our Vice
President, Sales and Marketing, since 1999. He was the senior vice president
of sales and marketing of our subsidiary, Dynamic Details Incorporated,
Silicon Valley from 1998 to 1999. Mr. Peters served as vice president of sales
and marketing of DCI from 1992 to 1998.
Greg Halvorson joined us in 1998 upon our merger with DCI as our Vice
President, Operations, and the Senior Vice President of Operations of our
subsidiary, Dynamic Details Incorporated, Silicon Valley. Prior to joining us,
Mr. Halvorson served as vice president of operations of DCI from 1995 to 1998.
Mr. Halvorson spent six years at Pacific Circuits as plant manager and head of
engineering before which he was manager of computer-aided manufacturing at
Sigma Circuits.
Terry L. Wright joined us in 1991 and has served as our Vice President,
Engineering since 1995 and Chief Technology Officer since 2000. Prior to
joining us, Mr. Wright was a general manager at Applied Circuit Solutions and
a quality assurance manager at Sigma Circuits.
There are no arrangements or understandings pursuant to which any of the
persons listed in the table above were selected as executive officers.
13
ITEM 2. PROPERTIES
We conduct our operations within approximately 828,500 square feet of
building space. Our significant facilities are as follows:
Remaining
Location Function Square Feet Lease Term
- -------- -------- ----------- ----------------
Anaheim, California Quick-turn printed circuit boards 150,000 1 to 5 years (a)
Milpitas, California Quick-turn printed circuit boards 45,000 1 year (b)
Tewkesbury, England Quick-turn printed circuit boards 30,000 18 years
Sterling, Virginia Quick-turn printed circuit boards 100,000 2 years
Garland, Texas Longer lead-time printed circuit boards 93,000 N/A (c)
Tolworth, England Longer lead-time printed circuit boards 35,000 11.5 years
Milpitas, California Design and assembly 41,000 2.5 years
Dallas, Texas Assembly 49,000 1.3 years
Marlborough, Massachusetts Assembly 32,500 5.5 years
La Grange, Georgia Assembly 30,000 1 month (b)
Calne, England Assembly 90,000 22.5 years
Hoddesdon, England Assembly 22,000 1 year
Dallas, Texas Assembly 90,000 2.75 years
-------
807,500
- --------
(a) All of these leases have an option to renew or to purchase the property at
fair market value after a specified date during the lease term.
(b) All of these leases have an option to renew for a period ranging from one
to ten years.
(c) The Company owns this facility.
In addition to the facilities listed above, we also occupy space for our
design operations in various states aggregating approximately 21,000 square
feet.
We believe our facilities are currently adequate for our operating needs.
ITEM 3. LEGAL PROCEEDINGS
We are a party to various legal actions arising in the ordinary course of
our business. We believe that the resolution of these legal actions will not
have a material adverse effect on our financial position or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
14
PART II
ITEM 5. MARKET FOR THE REGISTRANTS' COMMON STOCK
DDi Corp.'s common stock has been quoted on the Nasdaq National Market under
the symbol "DDIC" since April 11, 2000. Prior to that time, there was no
public market for DDi Corp.'s common stock. The following table sets forth the
high and low sales prices of DDi Corp.'s common stock for the periods
indicated as reported on the Nasdaq National Market.
Common Stock
Price
-------------
High Low
------ ------
April 11, 2000 through June 30, 2000............................. $31.25 $ 9.50
July 1, 2000 through September 30, 2000.......................... $45.94 $21.81
October 1, 2000 through December 31, 2000........................ $45.87 $19.13
We presently intend to retain earnings to finance future operations,
expansion and capital investment and to reduce indebtedness. There were
approximately 171 record holders of our common stock as of March 6, 2001.
There is no established trading market for the common stock of Dynamic
Details or DDi Capital. As of December 31, 2000, Dynamic Details had 100
shares of common stock, par value $.01 per share, outstanding, all of which
were held by DDi Capital, and DDi Capital had 1,000 shares of common stock,
par value $.01 per share outstanding, all of which were held by Intermediate,
which is a wholly-owned subsidiary of DDi Corp.
We have not declared or paid a cash dividend on common stock since January
1996 and do not anticipate paying any cash dividends during at least the next
five years. Our existing debt instruments restrict our ability to pay
dividends. Dynamic Details' ability to pay dividends is limited under its
senior credit facilities and was limited under an indenture dated as of
November 18, 1997 between Dynamic Details and State Street Bank & Trust Co. as
trustee (the "Senior Subordinated Note Indenture") through March 9, 2001 when
we completed the tender offer to repurchase all of these notes. DDi Capital's
ability to pay dividends is limited under an indenture dated November 18,
1997, as supplemented by a supplemental indenture dated February 10, 1998
among DDi Corp., DDi Capital and State Street Bank & Trust Co. as trustee (the
"Indenture"). DDi Corp.'s 5 1/4% Convertible Subordinated Notes, issued
February 14, 2001, does not restrict their ability to pay dividends, however,
the conversion price on these notes may be adjusted if dividends exceed
certain amounts. See "Description of Indebtedness" within Managements'
Discussion and Analysis of Financial Condition and Results of Operations.
15
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data as of and for the dates and periods
indicated have been derived from the consolidated financial statements of
Dynamic Details, DDi Capital and DDi Corp. The Pre-Recapitalization Company in
1996 represents the predecessor corporation to both DDi Capital and Dynamic
Details, as described in "Company History and Significant Transactions" within
Management's Discussion and Analysis of Financial Condition and Results of
Operations. The selected financial data with respect to the consolidated
statement of operations data for the years ended December 31, 1996 and 1997
and the consolidated balance sheet data as of December 31, 1996, 1997 and 1998
is not included herein. The selected historical consolidated statement of
operations data for the years ended December 31, 1998, 1999 and 2000 and the
historical consolidated balance sheet data as of December 31, 1999 and
2000 were derived from the audited historical consolidated financial
statements of Dynamic Details, DDi Capital and DDi Corp. included elsewhere
herein. You should read the data set forth below in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and the related notes
thereto appearing elsewhere herein.
Year Ended December 31,
-------------------------------------------------------------------------------------------------------
Pre- DDi
Recapitalization Corp. &
Company Dynamic DDi Dynamic DDi DDi Dynamic DDi DDi Dynamic DDi
---------------- Details Capital Details Capital Corp. Details Capital Corp. Details Capital
1996 1997 1997 1998 1998 1998 1999 1999 1999 2000 2000
---------------- ------- -------- ------- ------- ------ ------- ------- ------ ------- -------
(in millions, except share data)
Consolidated
Statement of
Operations Data:
Net sales........ $67.5 $ 78.8 $ 78.8 $174.9 $174.9 $174.9 $292.5 $292.5 $292.5 $448.4 $448.4
Cost of goods
sold............ 30.5 38.7 38.7 119.3 119.3 119.6 201.4 201.4 202.4 274.7 274.7
----- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Gross profit..... 37.0 40.1 40.1 55.6 55.6 55.3 91.1 91.1 90.1 173.7 173.7
Operating
expenses:
Sales and
marketing...... 6.0 7.3 7.3 12.8 12.8 12.8 23.6 23.6 23.6 38.7 38.7
General and
administration.. 1.9 2.1 2.1 8.5 8.5 8.4 16.1 16.1 15.3 30.4 30.4
Amortization of
intangibles.... -- -- -- 10.9 10.9 10.9 22.3 22.3 22.3 19.5 19.5
Restructuring
and related
charges(a)..... -- -- -- -- -- -- 7.0 7.0 7.0 -- --
Stock
compensation
and related
bonuses(b)..... -- 31.3 31.3 -- -- -- -- -- -- -- --
Compensation to
the former
CEO............ 1.1 2.1 2.1 -- -- -- -- -- -- -- --
Write-off of
acquired in-
process
research and
development(c).. -- -- -- 39.0 39.0 39.0 -- -- -- -- --
----- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Operating income
(loss).......... 28.0 (2.7) (2.7) (15.6) (15.6) (15.8) 22.1 22.1 21.9 85.1 85.1
Interest expense,
net............. 9.4 17.8 25.2 27.5 35.3 37.4 32.5 41.4 46.7 27.0 36.3
----- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income (loss)
before taxes and
extraordinary
loss............ 18.6 (20.5) (27.9) (43.1) (50.9) (53.2) (10.4) (19.3) (24.8) 58.1 48.8
Income tax
benefit
(expense)....... (6.2) 8.0 10.9 (0.4) 2.6 3.5 1.9 5.2 7.4 (27.2) (23.4)
----- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income (loss)
before
extraordinary
loss............ 12.4 (12.5) (17.0) (43.5) (48.3) (49.7) (8.5) (14.1) (17.4) 30.9 25.4
Extraordinary
loss............ -- (1.6) (1.6) (2.4) (2.4) (2.4) -- -- -- (0.7) (2.2)
----- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net income
(loss).......... $12.4 $(14.1) $(18.6) $(45.9) $(50.7) $(52.1) $ (8.5) $(14.1) $(17.4) $ 30.2 $ 23.2
===== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
DDi
Corp.
2000
-------
Consolidated
Statement of
Operations Data:
Net sales........ $497.7
Cost of goods
sold............ 306.2
-------
Gross profit..... 191.5
Operating
expenses:
Sales and
marketing...... 39.7
General and
administration.. 36.2
Amortization of
intangibles.... 22.8
Restructuring
and related
charges(a)..... --
Stock
compensation
and related
bonuses(b)..... --
Compensation to
the former
CEO............ --
Write-off of
acquired in-
process
research and
development(c).. --
-------
Operating income
(loss).......... 92.8
Interest expense,
net............. 41.2
-------
Income (loss)
before taxes and
extraordinary
loss............ 51.6
Income tax
benefit
(expense)....... (25.0)
-------
Income (loss)
before
extraordinary
loss............ 26.6
Extraordinary
loss............ (6.4)
-------
Net income
(loss).......... $ 20.2
=======
16
Year Ended December 31,
--------------------------------------------------------------------------------------------------------
Pre- DDi
Recapitalization Corp. &
Company Dynamic DDi Dynamic DDi DDi Dynamic DDi
---------------- Details Capital Details Capital Corp. Details Capital
1996 1997 1997 1998 1998 1998 1999 1999
---------------- ------- --------- ------- ------- --------- ------- -------
(in millions, except share data)
Consolidated
Statement of
Operations Data
(continued):
Net income
(loss)
allocable to
common stock... -- $ (19.7) $ (58.4)
Net income
(loss) per
share of common
stock (basic).. -- $ (3.71) $ (7.68)
Net income
(loss) per
share of common
stock
(diluted)...... -- $ (3.71) $ (7.68)
Weighted average
shares
outstanding
(basic)........ -- 5,299,600 7,607,024
Weighted average
shares
outstanding
(diluted)...... -- 5,299,600 7,607,024
Net income per
common share
(basic)(d)..... $ 1,254 -- --
Net income per
common share
(diluted)(d)... $ 1,228 -- --
Weighted average
shares
outstanding
(basic)(d)..... 9,854,000 -- --
Weighted average
shares
outstanding
(diluted)(d)... 10,059,000 -- --
Other Financial
Data:
Depreciation.... $ 2.0 $ 2.6 $ 2.6 $ 9.2 $ 9.2 $ 9.2 $ 14.4 $ 14.4
Capital
expenditures... 10.2 6.6 6.6 18.0 18.0 18.0 18.2 18.2
Supplemental
Data:
Adjusted
EBITDA(e)...... 31.2 33.3 33.3 45.4 45.4 44.1 68.8 68.8
Net cash from
operating
activities..... 12.2 9.1 9.1 18.9 18.9 16.7 24.8 24.8
Net cash used in
investing
activities..... (3.6) (44.9) (44.9) (194.8) (194.8) (194.8) (18.5) (18.5)
Net cash from
(used in)
financing
activities..... (8.9) 41.1 41.1 172.4 172.4 174.9 (7.5) (7.5)
Ratio of
earnings to
fixed
charges(f)..... 3.0x -- (g) -- (g) -- (g) -- (g) -- (g) -- (g) -- (g)
Consolidated
Balance Sheet
Data:
Cash and cash
equivalents.... $ 0.2 $ 5.4 $ 5.4 $ 1.9 $ 1.9 $ 2.1 $ 0.6 $ 0.6
Working capital
(deficit)...... (3.5) 20.8 23.6 13.2 13.2 15.3 19.1 19.1
Total assets.... 27.5 102.6 108.9 358.5 362.2 365.0 350.0 353.6
Total debt,
including
current
maturities..... 94.1 212.6 273.5 369.5 438.3 466.9 358.3 436.0
Stockholders'
equity
(deficit)(h)... (72.7) (136.5) (191.2) (77.9) (138.0) (169.8) (80.0) (147.0)
DDi Dynamic DDi DDi
Corp. Details Capital Corp.
1999 2000 2000 2000
------------- -------- -------- -----------
Consolidated
Statement of
Operations Data
(continued):
Net income
(loss)
allocable to
common stock... $ (31.5) $ 15.8
Net income
(loss) per
share of common
stock (basic).. $ (3.21) $ 0.50
Net income
(loss) per
share of common
stock
(diluted)...... $ (3.21) $ 0.47
Weighted average
shares
outstanding
(basic)........ 9,831,042 31,781,536
Weighted average
shares
outstanding
(diluted)...... 9,831,042 33,520,447
Net income per
common share
(basic)(d)..... -- --
Net income per
common share
(diluted)(d)... -- --
Weighted average
shares
outstanding
(basic)(d)..... -- --
Weighted average
shares
outstanding
(diluted)(d)... -- --
Other Financial
Data:
Depreciation.... $ 14.4 $ 16.7 $ 16.7 $ 18.7
Capital
expenditures... 18.2 24.0 24.0 27.2
Supplemental
Data:
Adjusted
EBITDA(e)...... 66.7 121.7 121.7 134.8
Net cash from
operating
activities..... 24.8 62.1 61.1 64.8
Net cash used in
investing
activities..... (18.6) (56.2) (56.2) (62.0)
Net cash from
(used in)
financing
activities..... (7.7) 33.1 34.1 61.2
Ratio of
earnings to
fixed
charges(f)..... -- (g) 3.1x 2.3x 2.2x
Consolidated
Balance Sheet
Data:
Cash and cash
equivalents.... $ 0.6 $ 39.6 $ 39.6 $ 66.9
Working capital
(deficit)...... 19.1 83.3 83.3 108.0
Total assets.... 354.3 457.8 459.8 581.4
Total debt,
including
current
maturities..... 476.7 255.1 305.5 333.2
Stockholders'
equity
(deficit)(h)... (187.1) 105.1 62.7 136.4
- -------
(a) The 1999 restructuring and related charges represent the charge recorded
in December 1999 in connection with the announced consolidation of the
Colorado operations into the Texas facility and the closure of the
Colorado facility. The charge consists of $4.5 for severance and other
exit costs and $2.5 related to the impairment of net property, plant and
equipment.
(b) Represents the charge for stock compensation and related bonuses recorded
for vested stock options exchanged in conjunction with the
recapitalization in 1997.
17
(c) Represents the allocation of a portion of the purchase price in the DCI
merger to in-process research and development. At the date of the merger,
technological feasibility of the in-process research and development
projects had not been reached and the technology had no alternative future
uses. Accordingly, Dynamic Details expensed the portion of the merger
consideration allocated to in-process research and development.
(d) Given the changes in DDi Corp.'s capital structure in connection with its
recapitalization in 1997, historical earnings per share of common stock
for the year ended December 31, 1996 is not comparable to subsequent
years.
(e) EBITDA means earnings before net interest expense, income taxes,
depreciation and amortization. Adjusted EBITDA is presented because
management believes it is an indicator of the ability to incur and service
debt and is used by the Company's lenders in determining compliance with
financial covenants. However, adjusted EBITDA should not be considered as
an alternative to cash flow from operating activities, as a measure of
liquidity or as an alternative to net income as a measure of operating
results in accordance with generally accepted accounting principles. The
definition of adjusted EBITDA may differ from definitions of adjusted
EBITDA used by other companies.
The following table sets forth a reconciliation of EBITDA to adjusted
EBITDA for each period included herein:
Year Ended December 31,
--------------------------------------------------------------
Dynamic Dynamic Dynamic
Details & Details & Details &
DDi DDi DDi DDi DDi DDi
Capital Corp. Capital Corp. Capital Corp.
--------- ----- --------- ----- --------- ------
1996* 1997** 1998 1998 1999 1999 2000 2000
----- ------ --------- ----- --------- ----- --------- ------
(in millions)
EBITDA.................. $30.1 $(0.1) $43.5 $43.3 $58.8 $58.6 $121.2 $134.3
Former CEO
compensation(1) ....... 1.1 2.1 -- -- -- -- -- --
Management fee(2)....... -- -- -- -- 1.1 1.1 -- --
Executive severance(3).. -- -- 0.8 0.8 -- -- -- --
Stock compensation and
bonuses(4)............. -- 31.3 -- -- -- -- -- --
Restructuring and
related charges(5)..... -- -- -- -- 7.0 7.0 0.5 0.5
Non-cash expense
allocations and
other(6)............... -- -- 1.1 -- 1.9 -- -- --
----- ----- ----- ----- ----- ----- ------ ------
Adjusted EBITDA......... $31.2 $33.3 $45.4 $44.1 $68.8 $66.7 $121.7 $134.8
===== ===== ===== ===== ===== ===== ====== ======
--------
* Pre-Recapitalization Company
** Dynamic Details, DDi Capital and DDi Corp.
(1) Reflects elimination of compensation to the former CEO whose
employment agreement was terminated in October 1997.
(2) Reflects elimination of the Bain management fee incurred under the
Bain management agreement, which was terminated in connection with the
closing of DDi Corp.'s initial public offering.
(3) Reflects one-time severance payments to two executives who were
terminated as a result of redundancies created by the DCI merger.
(4) Reflects elimination of the charge for stock compensation and related
bonuses recorded for vested stock options exchanged in conjunction
with the recapitalization.
(5) Reflects elimination of the charges recorded for the consolidation and
closure of the Colorado facility. See note (a) above. The charge of
$0.5 incurred in 2000 was recorded in cost of goods sold.
(6) Reflects non-cash expense allocations to Dynamic Details and DDi
Capital by its parent, Intermediate, of $0.8 and $1.9 million in 1998
and 1999, respectively, and approximately $0.3 million of non-operating
income adjustments recorded in 1998.
(f) For purposes of computing this ratio, earnings consist of income before
income taxes plus fixed charges. Fixed charges consist of interest
expense and the estimated interest portion of rent expense.
(g) Historical earnings were deficient in covering fixed charges for Dynamic
Details, DDi Capital and DDi Corp. by $20.5 million, $27.9 million and
$27.9 million, respectively, in 1997, by $43.1 million, $50.9 million and
$53.3 million, respectively, in 1998 and by $10.4 million, $19.3 million
and
18
$24.8 million, respectively, in 1999. On a pro forma basis, assuming the
DDi Capital senior subordinated notes and senior discount notes were
outstanding at the beginning of 1997 and after eliminating the non
recurring stock compensation and related bonuses, the ratio of earnings to
fixed charges would have been 3.2x for Dynamic Details and 2.4x for both
DDi Capital and DDi Corp. in 1997. On a pro forma basis, assuming the
merger with DCI was consummated at the beginning of 1998 and after
eliminating the non-recurring $39 million write off of acquired in-process
research and development related to the merger with DCI, the ratio of
earnings to fixed charges would have been 0.8x for Dynamic Details and 0.6x
for both DDi Capital and DDi Corp. in 1998. On a pro forma basis, after
eliminating the non-recurring $7 million restructuring and related charges
related to the closure of the Colorado facility, the ratio of earnings to
fixed charges would have been 0.9x, 0.7x and 0.6x for Dynamic Details, DDi
Capital and DDi Corp., respectively, in 1999.
(h) The decrease in net capital deficiency from December 31, 1999 to December
31, 2000 reflects net income earned by Dynamic Details, DDi Capital and
DDi Corp. for the year ended December 31, 2000, as well as the initial and
follow-on offerings of DDi Corp.'s common stock during 2000. The increase
in the net capital deficiency from December 31, 1998 to December 31, 1999
reflects the net losses incurred by Dynamic Details, DDi Capital and DDi
Corp. for the year ended December 31, 1999. The decrease in the net
capital deficiency from December 31, 1997 to December 31, 1998 reflects
capital contributions in connection with the DCI merger (see Note 14 to
the Consolidated Financial Statements), partially offset by the net losses
incurred by Dynamic Details, DDi Capital and DDi Corp. for the year ended
December 31, 1998. The net capital deficiency as of December 31, 1997
reflects the Recapitalization that took place in October of 1997 and the
net capital deficiency as of December 31, 1996 reflects the Initial
Recapitalization that took place in January of 1996.
19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
We provide technologically advanced, time-critical electronics design,
development and manufacturing services to original equipment manufacturers and
other electronics manufacturing service providers. We target the fast-growing
communications and networking equipment industries, which are characterized by
aggressive new product development programs demanding the rapid application of
advanced technology and design.
Time-critical. We can deliver highly complex printed circuit boards to
customers in as little as 24 hours. Approximately 50% of our net sales for the
year ended December 31, 2000 were generated from services delivered in 10 days
or less.
Technologically advanced. Approximately 60% of our net sales during the same
period involved the design or manufacture of printed circuit boards with at
least eight layers, an industry-accepted measure of complexity. In addition,
many lower layer-count boards are complex as a result of the incorporation of
technologically advanced features.
Growth rate. Our net sales have grown at a compound annual growth rate of
61% for Dynamic Details and DDi Capital and 65% for DDi Corp. from $67.5
million for the year ended December 31, 1996 to $448.4 million for Dynamic
Details and DDi Capital and $497.7 million for DDi Corp. for the year ended
December 31, 2000, inclusive of the growth attributable to the acquisition of
Colorado Springs Circuits, Inc., or NTI, in 1997, the merger with
Dynamic Circuits, Inc., or DCI, in 1998 and the acquisitions of MCM
Electronics (by DDi Corp.), Automata and Golden Manufacturing in 2000.
Due to our use of debt to finance recapitalizations, acquisitions and the
merger with DCI, our net interest expense has increased from 1995 to 1999. In
2000, our net interest expense decreased due to the repayment of a portion of
indebtedness using the net proceeds of DDi Corp.'s initial public offering in
April 2000 and follow-on public offering of common stock in October 2000. In
2000, DDi Corp.'s net income of $20.2 million reflected $41.2 million of net
interest expense, DDi Capital's net income of $23.2 million reflected $36.3
million of net interest expense and Dynamic Details' net income of $30.2
million reflected $27.0 million of net interest expense. In 1999, DDi Corp.'s
net loss of $17.4 million reflected $46.7 million of net interest expense,
DDi Capital's net loss of $14.1 million reflected $41.5 million of net
interest expense and Dynamic Details' net loss of $8.5 million reflected $32.5
million of net interest expense. Beginning in 1998, our results of operations
have also been impacted by the amortization of intangibles resulting from the
NTI acquisition and the DCI merger. Beginning in 2000, results of operations
have also been impacted by the amortization of intangibles resulting from the
acquisitions of MCM, Automata and Golden. Net income in 2000 for DDi Corp.,
DDi Capital and Dynamic Details reflected $22.8 million, $19.5 million and
$19.5 million, respectively, of amortization of intangibles and net losses in
1999 reflected $22.3 million of amortization of intangibles and a $7.0 million
charge related to the Colorado consolidation.
Revenue recognition--We recognize revenue when there is persuasive evidence
of an arrangement with the customer which states a fixed and determinable
sales price and terms, delivery of the product has occurred in accordance with
the terms of the sale and collectibility of the sale is reasonably assured. We
provide a normal warranty on its products and accrues an estimated amount for
this expense at the time of the sale.
From time to time, we engage in discussions concerning prospective
acquisitions.
Company History and Significant Transactions
Our predecessor corporation was organized in 1978. In 1991, we installed new
management, headed by Bruce D. McMaster, and began to focus primarily on time-
critical electronics manufacturing services.
20
Recapitalization
In October 1997, we were recapitalized by investors led by Bain Capital,
Celerity Partners and Chase Capital Partners, which collectively invested
$62.4 million. After completing the recapitalization, investment funds
associated with these entities owned stock representing approximately 72.5% of
DDi Corp.'s fully-diluted equity; and management owned stock and options
representing approximately 27.5% of DDi Corp.'s fully-diluted equity.
In connection with the recapitalization, we incurred the following
nonrecurring charges:
. fees and interest charges on bridge loans (aggregating $14.5 million);
. $31.3 million for the accelerated vesting of variable employee stock
options and related bonuses;
. $2.7 million for the early extinguishment of long-term debt, before
income taxes; and
. $1.2 million for the buyout of our former CEO's employment contract.
Colorado Facility (formerly NTI)
In December 1997, Dynamic Details acquired Colorado Springs Circuits, Inc.,
or NTI, for approximately $38.9 million. NTI manufactured printed circuit
boards requiring lead times of twenty days or more for original equipment
manufacturers. At that time, the acquisition provided us with additional
capacity and access to new customers.
We accounted for the NTI acquisition under the purchase method of accounting
and recorded approximately $27 million in goodwill (which is being amortized
over a period of twenty-five years).
In December 1999, we implemented a plan to consolidate our Colorado
operations into our Texas facility and to close our Colorado facility, which
operated at a loss in 1999. We are currently serving a majority of the
customers who were serviced by our Colorado facility out of our Texas
facility. By combining the Texas and Colorado operations, we eliminated lower-
margin product lines and decreased overhead costs, and we have gained
efficiency through better capacity utilization and streamlined management. We
completed the consolidation of our Colorado and Texas operations on March 31,
2000.
DCI Merger
On July 23, 1998, Dynamic Details merged with Dynamic Circuits, Inc., or
DCI, for an aggregate consideration paid to DCI stockholders of approximately
$250 million. A portion of the consideration was paid in cash, and the balance
of the consideration (approximately $73 million) was paid through the issuance
of DDi Corp. capital stock. Concurrent with this transaction, DDi Corp.
contributed its investment in DCI through Intermediate and through DDi Capital
to Dynamic Details.
DCI provided design and manufacturing services relating to complex printed
circuit boards, backpanel assemblies and electromechanical interconnect
devices with operations in California, Texas, Georgia and Massachusetts. It
was led by Charles D. Dimick, who became DDi Corp.'s Chairman following the
merger. DCI experienced a growth in net sales of more than 67% during 1997,
and its net sales for the six months ended June 30, 1998 were more than double
its net sales for the six months ended June 30, 1997.
We accounted for the DCI merger under the purchase method of accounting and
Dynamic Details recorded approximately $120 million in goodwill (which is
being amortized over 20 years), approximately $60 million of identifiable
intangible assets (which are being amortized over their estimated useful lives
of 10 years, using an accelerated method of amortization, reflecting the
relative contribution of each developed technology in periods following the
acquisition date), and approximately $21 million and $4 million, respectively,
of intangible assets associated with DCI's customer relationships and
tradenames and assembled workforce assets (which are being amortized on a
straight-line basis over their estimated useful lives of 18 years and 4 years,
respectively). Dynamic Details also identified $39 million of acquired in-
process research and development investments, which was expensed in the fourth
quarter ended December 31, 1998.
21
Since the DCI merger, we have continued to invest in the development of the
various in-process research and development technologies that existed at DCI
at the time of the merger. We believe that our research and development
efforts are reasonably consistent with DCI's plans at the time of the merger,
inclusive of the expected post-merger total costs to complete the projects and
related project development time frames, given the inherent uncertainties
involved in estimating the technological hurdles of developing next-generation
technologies. These investments have enabled us to market products
incorporating some of the technologies included in DCI's plan. No significant
adjustments have been made in the economic assumptions or expectations on
which we based our merger decision.
Initial Public Offering of DDi Corp.
On April 14, 2000, DDi Corp. completed the initial public offering of its
common stock. We used net proceeds of approximately $156.6 million to repay a
portion of our debt and finance a portion of the MCM Electronics acquisition.
MCM Electronics Acquisition
On April 14, 2000, DDi Corp. acquired MCM Electronics Limited, headquartered
in the United Kingdom, for total consideration of approximately $82 million in
DDi Corp.'s common stock and cash, including repayment of some of MCM
Electronics' debt and the assumption of the remainder of its debt. MCM
Electronics, which has been combined with other European operations and
renamed DDi Europe Limited, focuses on the technologically advanced, time-
critical segment of the electronics manufacturing industry.
Under purchase accounting, the total purchase price has been allocated to
the underlying assets and liabilities assumed based upon their respective fair
values at the date of acquisition. We have allocated to tangible assets
(aggregating approximately $30 million), acquired and liabilities assumed
(aggregating approximately $46 million), with the remaining consideration
consisting primarily of goodwill and identifiable intangible assets.
The identifiable intangibles consist of developed technologies, non-compete
agreements, and assembled workforce. The fair value of the developed
technology assets at the date of acquisition was $1 million and represents the
aggregate fair value of individually identified technologies that were fully
developed at the time of acquisition. Developed technology assets are being
amortized over an estimated useful life of 5 years. The non-compete agreement
and assembled workforce assets were assigned values as of the acquisition date
of approximately $1 million and $2 million, respectively, and are being
amortized over their estimated useful lives of 1 year and 5 years,
respectively. Goodwill generated in the acquisition of MCM has an assigned
value of approximately $65 million and is being amortized over its estimated
useful life of 20 years.
Automata Acquisition
On August 4, 2000, Dynamic Details acquired substantially all the U.S.
assets of Automata International, Inc., a Virginia-based complex printed
circuit boards manufacturer, for approximately $19.5 million in cash, net of
fees and expenses. For the twelve months ended July 1, 2000, these assets
generated revenues of $55.6 million and an operating loss of $5.4 million. The
acquisition provides additional capacity for high density, high layer count
printed circuit boards and gives us a significant presence on the east coast.
Since completing the acquisition, we have successfully increased average
selling prices and has streamlined its operations to increase yields from
approximately 50% to almost 90% per panel. In addition, we have shifted
products from our other facilities to the 100,000 square foot Virginia
facility to increase volume and free up capacity at our other facilities.
Under purchase accounting, the total purchase price has been allocated to
the underlying assets acquired and liabilities assumed based upon their
respective fair market values at the date of acquisition. The excess of the
purchase price was allocated to goodwill and is being amortized over its
estimated useful life of 20 years.
22
Golden Acquisition
On September 15, 2000, Dynamic Details acquired substantially all of the
assets of Golden Manufacturing, Inc., a Texas-based manufacturer of engineered
metal enclosures and value-added assembly services to communications and
electronics original equipment manufacturers, for approximately $14.9 million
in cash, net of fees and expenses. For the twelve months ended December 31,
1999, on an unaudited basis, these assets generated approximately $13.5
million in revenues and an operating profit of $0.4 million. The acquisition,
which provides us with over 70,000 square feet of production capacity,
complements our existing Texas facilities by providing metal enclosure
assembly capabilities for our customers.
Under purchase accounting, the total purchase price has been allocated to
the underlying assets acquired and liabilities assumed based upon their
respective fair market values at the date of acquisition. The excess of the
purchase price was allocated to goodwill and is being amortized over its
estimated useful life of 20 years.
October 2000 Follow-On Public Offering of DDi Corp.
On October 16, 2000, DDi Corp. completed a public offering of 4,608,121
shares of its common stock. We used net proceeds of approximately $119.9
million to repay a portion of our debt and for general corporate purposes. We
evaluate acquisition opportunities from time to time, and as of December 31,
2000, we had not yet used any of the net proceeds of the October 2000 offering
for acquisitions. On March 5, 2001, we used a portion of the proceeds for the
acquisition of Thomas Walter Limited (see Note 20 to the Consolidated
Financial Statements).
February 2001 Follow-On Public Offering of DDi Corp.
On February 14, 2001, DDi Corp. and some of its shareholders completed a
follow-on public offering of 6,000,000 shares of its common stock, with
3,000,000 shares issued by DDi Corp. and the remainder sold by selling
shareholders. The shares were sold at $23.50 per share, generating proceeds to
us of $67.0 million, net of underwriting discounts, commissions and expenses.
Concurrently, DDi Corp. issued 5 1/4% Convertible Subordinated Notes due March
1, 2008 with an aggregate principal of $100.0 million. These notes are
convertible at any time prior to maturity into shares of common stock at a
conversion price of $30.00 per share, subject to certain adjustments. These
notes generated proceeds to us of $97.0 million, net of underwriting
discounts, commissions and expenses. The net proceeds of both transactions
have been used to repurchase all of the Dynamic Details Senior Subordinated
Notes and will be used to repurchase a portion of the Capital Senior Discount
Notes, to repay a portion of the Dynamic Details Senior Credit Facility or for
general corporate purposes.
Thomas Walter Acquisition
On March 5, 2001, DDi Europe completed the acquisition of Thomas Walter
Limited, a leading printed circuit board manufacturer based in Marlow, England
for approximately $30 million. Thomas Walter is a well-established provider of
complex, quick-turn rigid and rigid-flex printed circuit boards for the
European electronics industry. We believe that Thomas Walter's core
competencies in time-critical delivery and complex technology will complement
our quick-turn manufacturing and assembly operations in the U.K. In
particular, Thomas Walter's leading edge technological expertise supports our
high-end microvia laser technology, which will enhance pre-production services
in our European prototype division.
23
Results of Operations
The following table sets forth income statement data expressed as a
percentage of net sales for the periods indicated:
Year Ended December 31,
---------------------------------------------------------------------------
Dynamic DDi DDi Dynamic DDi DDi Dynamic DDi DDi
Details Capital Corp. Details Capital Corp Details Capital Corp.
1998 1998 1998 1999 1999 1999 2000 2000 2000
------- ------- ----- ------- ------- ----- ------- ------- -----
Net sales............... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold...... 68.2 68.2 68.4 68.8 68.8 69.2 61.3 61.3 61.5
----- ----- ----- ----- ----- ----- ----- ----- -----
Gross profit............ 31.8 31.8 31.6 31.2 31.2 30.8 38.7 38.7 38.5
Operating expenses:
Sales and marketing.... 7.3 7.3 7.3 8.1 8.1 8.1 8.6 8.6 8.0
General and
administration........ 4.8 4.8 4.8 5.5 5.5 5.2 6.8 6.8 7.3
Amortization of
intangibles........... 6.3 6.3 6.2 7.6 7.6 7.6 4.3 4.3 4.6
Restructuring and
related charges....... -- -- -- 2.4 2.4 2.4 -- -- --
Write-off of acquired
in-process research
and development....... 22.3 22.3 22.3 -- -- -- -- -- --
----- ----- ----- ----- ----- ----- ----- ----- -----
Operating income
(loss)................. (8.9) (8.9) (9.0) 7.6 7.6 7.5 19.0 19.0 18.6
Interest expense (net).. 15.7 20.2 21.4 11.1 14.2 16.0 6.0 8.1 8.3
----- ----- ----- ----- ----- ----- ----- ----- -----
Income (loss) before
income taxes and
extraordinary loss..... (24.6) (29.1) (30.4) (3.5) (6.6) (8.5) 13.0 10.9 10.3
Income tax benefit
(expense).............. (0.3) 1.5 2.0 0.6 1.8 2.5 (6.1) (5.2) (5.0)
Extraordinary loss, net
of income tax benefit.. (1.4) (1.4) (1.4) -- -- -- (0.1) (0.4) (1.3)
----- ----- ----- ----- ----- ----- ----- ----- -----
Net income (loss)....... (26.3)% (29.0)% (29.8)% (2.9)% (4.8)% (6.0)% 6.8 % 5.3 % 4.0 %
===== ===== ===== ===== ===== ===== ===== ===== =====
Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999
Net Sales
Dynamic Details and DDi Capital net sales increased $155.9 million (53%) to
$448.4 million in 2000, from $292.5 million in 1999. Such increase is
attributable to: (i) the production of more complex and larger panels, which
increased the average sales price per panel and (ii) the impact of the
Automata and Golden acquisitions, which contributed $60.6 million to our net
sales. DDi Corp. net sales increased $205.2 million (70%) to $497.7 million in
2000, from $292.5 million in 1999. Such increase reflects the higher level of
sales achieved by Dynamic Details and the impact of the acquisition of MCM. In
aggregate, the Automata, Golden and MCM acquisitions contributed $109.9
million to DDi Corp. net sales for 2000. Excluding the acquisitions, our net
sales increased $95.3 million (33%).
Gross Profit
Dynamic Details and DDi Capital gross profit increased $82.6 million (91%)
to $173.7 million in 2000, from $91.1 million in 1999. Such increase in gross
profit resulted from the higher level of sales, an improvement in production
yields in our pre-production operations, and the impact of the Automata and
Golden acquisitions. DDi Corp. gross profit increased $101.4 million (113%) to
$191.5 million in 2000, from $90.1 million in 1999. Such increase reflects the
improvements in gross profit achieved by Dynamic Details and the impact of the
acquisition of MCM.
24
Sales and Marketing Expenses
Dynamic Details and DDi Capital sales and marketing expenses increased $15.1
million (64%) to $38.7 million in 2000, from $23.6 million in 1999. Such
increase is due to: (i) growth in our sales force to accommodate existing and
anticipated near-term increases in customer demand and related variable
expenses due to our increased sales volume and (ii) the impact of the Automata
and Golden acquisitions. DDi Corp. sales and marketing expenses increased
$16.1 million (68%) to $39.7 million in 2000, from $23.6 million in 1999. Such
increase reflects the increase in sales and marketing expenses incurred by
Dynamic Details and the impact of the acquisition of MCM.
General and Administration Expenses
Dynamic Details and DDi Capital general and administration expenses
increased $14.3 million (89%) to $30.4 million in 2000, from $16.1 million in
1999. The increase in expenses is attributable to higher staffing costs and
other back-office expenditures to support our growth (approximately $3.4
million), the impact of the Automata and Golden acquisitions (approximately
$2.1 million), higher incentive compensation expense (approximately $3
million), and an increase in bad debt expense (approximately $7.9 million).
The increase in credit related losses resulted from the current economic
softening, particularly in the telecommunications sector. Such increases were
partially offset by the elimination of management fees in connection with the
termination of a management agreement at the time of the initial public
offering by DDi Corp. (resulting in a reduction in expense of $1.1 million).
DDi Corp. general and administration expenses increased $20.7 million (135%)
to $36.1 million in 2000, from $15.4 million in 1999. Such increase reflects
the increase in general and administration expenses incurred by Dynamic
Details, the impact of the acquisition of MCM, and approximately $0.7 million
in costs incurred in streamlining our UK operations.
Amortization of Intangibles
Dynamic Details and DDi Capital amortization of intangibles decreased $2.8
million (13%) to $19.5 million in 2000, from $22.3 million in 1999. The
decrease is due to the use of accelerated amortization methods with regard to
certain identifiable intangibles, partially offset by the additional
amortization resulting from the Automata and Golden acquisitions
(approximately $0.2 million). DDi Corp. amortization of intangibles increased
$0.5 million (2%) to $22.8 million in 2000, from $22.3 million in 1999. Such
decrease reflects the decrease in amortization of intangibles incurred by
Dynamic Details, partially offset by amortization attributable to the
acquisition of MCM.
Restructuring and Related Charges
Restructuring and related charges were $7.0 million in 1999, representing
one-time costs incurred in connection with management's decision to close our
Colorado facility. These charges consist of $4.5 million for severance and
other exit costs and $2.5 million of costs related to the impairment of net
property, plant and equipment. See Note 15 to our Consolidated Financial
Statements for further information about these charges.
Net Interest Expense
Dynamic Details net interest expense decreased $5.5 million (17%) to $27
million in 2000, from $32.5 million in 1999. Such decrease is due to the
redemption of Senior Term Facility principal resulting from the DDi Corp.
equity offering in April 2000, partially offset by an increase in interest
rates. DDi Capital net interest expense decreased $5.2 (13%) to $36.3 million
in 2000, from $41.5 million in 1999. Such decrease reflects the decrease in
net interest expense incurred by Dynamic Details, partially offset by the
impact of discount accretion on the Capital Senior Discount Notes. DDi Corp.
net interest expense decreased $5.5 million (12%) to $41.2 million in 2000,
from $46.7 million in 1999. Such decrease reflects the decrease in net
interest expense incurred by DDi Capital, the redemption of Intermediate
Senior Discount Notes principal resulting from the DDi Corp. initial public
offering in April 2000 and follow-on offering in October 2000 and the
repurchase of
25
Capital Senior Discount Notes resulting from the DDi Corp. follow-on offering
in October 2000. These decreases were largely offset by the impact of the
acquisition of MCM. Interest on debt assumed in this acquisition was
$2.0 million in 2000.
Income Taxes
Dynamic Details income taxes increased $29.1 million to a tax expense of
$27.2 million in 2000, from a tax benefit of $1.9 million in 1999. DDi Capital
income taxes increased $28.6 million to a tax expense of $23.4 million in
2000, from a tax benefit of $5.2 million in 1999. The increased provisions for
both Dynamic Details and DDi Capital reflect a higher level of taxable income
earned in the current period. DDi Corp. income taxes increased $32.4 million
to a tax expense of $25.0 million in 2000, from a tax benefit of $7.4 million
in 1999. Such increase reflects the increased DDi Capital provision and the
impact of the acquisition of MCM, which generated $2.8 million in tax expense
in 2000. See Note 12 to the Consolidated Financial Statements for a
reconciliation of the tax expense or benefit recorded in each period to the
corresponding amount of income tax determined by applying the U.S. Federal
income tax rate to the earnings or loss before income taxes.
Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998
Net Sales
Net sales increased $117.6 million (67%) to $292.5 million in 1999, from
$174.9 million in 1998. Of this increase, $31.0 million resulted from internal
sales growth. The balance resulted from the inclusion in 1999 of a full year
of DCI sales. Sales growth accelerated in the second half of 1999 as
production of more complex and larger panels increased average sales price per
panel. On a pro forma basis giving effect to the DCI merger, net sales
increased by over 25% for the six months ended December 31, 1999 as compared
to the corresponding six months in 1998.
Gross Profit
Dynamic Details and DDi Capital gross profit increased $35.5 million (64%)
to $91.1 million in 1999, from $55.6 million in 1998, and DDi Corp. gross
profit increased $34.8 million (63%) to $90.1 million in 1999, from $55.3
million in 1998. The increase resulted from the merger with DCI, which
contributed $32.8 million to the increase. Partially offsetting this increase
was a $0.6 million gross loss in our Colorado facility in 1999 due to a
decrease in panel production in that operation, compared to a $1.6 million
gross profit in that facility in 1998. We announced our plan to close our
Colorado facility in December 1999. See "--Company History and Significant
Transactions--Colorado Facility (formerly NTI)." Dynamic Details experienced
increased pricing pressure early in the first quarter of 1999, with increased
competition following the slowdown in Asian markets in late 1998. Pricing
stabilized late in the first quarter of 1999 and recovered strongly through
the remainder of 1999.
Sales and Marketing Expenses
Sales and marketing expenses increased $10.8 million (84%) to $23.6 million
in 1999, from $12.8 million in 1998. The increase is due to the inclusion of
DCI's results for the full year ended December 31, 1999 (approximately $5.9
million), growth in sales force to accommodate existing and anticipated near-
term increases in customer demand (approximately $3.5 million), and an
increase in commissions and other variable expenses relating to increased
sales volume (approximately $1.4 million).
General and Administration Expenses
Dynamic Details and DDi Capital general and administration expenses
increased $7.5 million (89%) to $16.1 million in 1999, from $8.5 million in
1998, and DDi Corp. general and administration expenses increased $6.9 million
(82%) to $15.3 million in 1999, from $8.4 million in 1998. The increase is due
to the inclusion of
26
DCI's results for the full year ended December 31, 1999 (approximately $4.9
million), an increase in staffing and other back-office expenditures to
support growth in the design operations and the company as a whole
(approximately $2.4 million for Dynamic Details and DDi Capital and
approximately $1.7 million for DDi Corp.) and an increase in fees under the
management agreement with an affiliate of Bain Capital, Inc. (approximately
$1.1 million). Partially offsetting these increases was a non-recurring charge
of approximately $0.8 million recorded in 1998, representing severance-related
costs for certain executives terminated as a result of the DCI merger.
Amortization of Intangibles
Amortization of intangibles increased $11.4 million (105%) to $22.3 million
in 1999, from $10.9 million in 1998. The merger with DCI accounts for $11.2
million of this increase.
Restructuring and Related Charges
Restructuring and related charges were $7.0 million in 1999, representing
one-time costs incurred in connection with our decision to close our Colorado
facility. These charges consist of $4.5 million for severance and other exit
costs and $2.5 million of costs related to the impairment of net property,
plant and equipment. See Note 15 to the Consolidated Financial Statements for
further information about these charges.
Write-off of acquired in-process research and development totaled $39.0
million in 1998. This charge represents the appraised value of the in-process
research and development component of the total purchase price paid in the DCI
merger. See Note 14 to our Consolidated Financial Statements for further
information about this charge. There was no comparable expense in 1999.
Net Interest Expense
Net interest expense increased $5.0 million (18%) to $32.5 million in 1999
for Dynamic Details, from $27.5 million in 1998. Net interest expense
increased $6.2 million (18%) to $41.5 million in 1999 for DDi Capital, from
$35.3 million in 1998. Net interest expense increased $9.3 million (25%) to
$46.7 million in 1999 for DDi Corp., from $37.4 million in 1998. The increase
in net interest expense is attributable to the increased level of borrowings
in connection with the merger with DCI.
Income Taxes
The income tax benefit was $1.9 million in 1999 for Dynamic Details, as
compared to income tax expense of $0.5 million in 1998. The income tax benefit
was $5.2 million in 1999 for DDi Capital, as compared to a benefit of $2.7
million in 1998. The income tax benefit was $7.4 million in 1999 for DDi
Corp., as compared to a benefit of $3.5 million in 1998. The difference
between the effective tax rate and the statutory federal tax rate of 35% is
attributable to the acquired in-process research and development charge
recorded in 1998 and goodwill amortization in each period. As these expenses
are non-deductible, no related income tax benefit is recorded. Due to the
consolidation of our Colorado and Texas operations and the closure of our
Colorado facility in December 1999, we believe that a portion of our Colorado
net operating loss carryforwards may not be realized. Accordingly, a valuation
allowance was established in 1999 for deferred income tax benefits related to
these carryforwards. See Note 12 to the Consolidated Financial Statements for
a reconciliation of the tax benefit recorded in each period to the
corresponding amount of income tax determined by applying the U.S. Federal
income tax rate to the loss before income taxes and for additional information
relating to our Colorado net operating loss carryforwards.
27
Quarterly Financial Information
The following tables present selected quarterly financial information for
each of the twelve quarters ended December 31, 2000. This information is
unaudited but, in our opinion, reflects all adjustments, consisting only of
normal recurring adjustments that we consider necessary for a fair
presentation of this information, in accordance with generally accepted
accounting principles. These quarterly results are not necessarily indicative
of future results.
Dynamic Details and DDi Capital, Three Months Ended
--------------------------------------------------------------------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1998 1998 1998 1998 1999 1999 1999 1999 2000 2000 2000 2000
-------- -------- --------- -------- -------- -------- --------- -------- -------- -------- --------- --------
(in millions)
Net sales....... $28.3 $26.3 $61.2 $59.1 $59.2 $71.7 $82.9 $78.7 $75.3 $86.9 $132.2 $154.0
Cost of goods
sold........... 16.4 16.1 41.4 45.4 41.8 50.2 57.2 52.2 49.0 55.9 83.9 85.9
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------ ------
Gross profit.... $11.9 $10.2 $19.8 $13.7 $17.4 $21.5 $25.7 $26.5 $26.3 $31.0 $ 48.3 $ 68.1
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ======
DDi Corp., Three Months Ended
--------------------------------------------------------------------------------------------------------------
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1998 1998 1998 1998 1999 1999 1999 1999 2000 2000 2000 2000
-------- -------- --------- -------- -------- -------- --------- -------- -------- -------- --------- --------
(in millions)
Net sales....... $28.3 $26.3 $61.2 $59.1 $59.2 $71.7 $82.9 $78.7 $75.3 $101.5 $149.6 $171.3
Cost of goods
sold........... 16.4 16.1 41.6 45.5 42.0 50.4 57.4 52.6 49.0 66.5 95.1 95.6
----- ----- ----- ----- ----- ----- ----- ----- ----- ------ ------ ------
Gross profit.... $11.9 $10.2 $19.6 $13.6 $17.2 $21.3 $25.5 $26.1 $26.3 $ 35.0 $ 54.5 $ 75.7
===== ===== ===== ===== ===== ===== ===== ===== ===== ====== ====== ======
The quarterly financial information provided above does not present income
(loss) before extraordinary items, net income (loss) and related per share
data. Such information is not presented because it does not allow for
meaningful comparisons among quarters; the data fluctuates greatly from
quarter to quarter due the reclassification of our Class A and Class L common
stock in connection with our initial public offering and due to the changes in
our net interest expense ( and related tax expense) as a result of the
reduction in debt with the use of proceeds from our equity offerings. Further
quarterly financial information not presented above is presented in our Form
10-Q's.
Liquidity and Capital Resources
As of December 31, 2000, cash and cash equivalents were $66.9 million for
DDi Corp., and $39.6 million for both DDi Capital and Dynamic Details,
compared to $0.6 million for the Company as of December 31, 1999. Our
principal source of liquidity to fund ongoing operations for the year ended
December 31, 2000 was cash provided by operations.
Net cash provided by operating activities for the year ended December 31,
2000 was $64.8 million for DDi Corp., $61.1 million for DDi Capital and $62.1
million for Dynamic Details, compared to $24.8 million for the Company for the
year ended December 31, 1999.
Capital expenditures for the year ended December 31, 2000 were $27.2 million
for DDi Corp., and $24.0 million for DDi Capital and Dynamic Details, compared
to $18.2 million for the Company for the year ended December 31, 1999.
As of December 31, 2000, DDi Corp., DDi Capital and Dynamic Details had
long-term borrowings of $316.3 million, $291.8 million and $241.5 million,
respectively. Dynamic Details has $45.0 million available for borrowing under
its revolving credit facility for revolving credit loans, letters of credit
and swing line loans, less amounts that may be in use from time-to-time. At
December 31, 2000, Dynamic Details had no borrowings outstanding under this
revolving credit facility and had $0.7 million reserved against the facility
for a letter of credit. In addition, at December 31, 2000, Dynamic Details had
available a $30.0 million uncommitted incremental borrowing facility (see Note
6 to the Consolidated Financial Statements).
28
On April 14, 2000, DDi Corp. consummated an initial public offering of its
common stock (see Note 18 to the Consolidated Financial Statements). The net
proceeds were used to reduce the indebtedness of the Dynamic Details Senior
Term Facility by $100.0 million, redeem $17.5 million of the Intermediate
Senior Discount Notes, pay associated redemption premiums of $2.8 million and
accrued and unpaid interest thereon of $3.7 million, and to finance a portion
of the acquisition of MCM (see Note 14 to the Consolidated Financial
Statements) and pay offering expenses.
On October 16, 2000, DDi Corp. completed a follow-on public offering of its
common stock (see Note 18 to the Consolidated Financial Statements). The net
proceeds were used to redeem the remaining $17.5 million of the Intermediate
Senior Discount Notes, pay associated redemption premiums of $3.8 million and
accrued and unpaid interest thereon of $5.2 million, and repurchase a portion
of the Capital Senior Discount Notes, with an accreted balance of $36.5
million, for $37.6 million. The remaining net proceeds of approximately $56.0
million will be used for general corporate purposes, including potential
future acquisitions. DDi Corp. contributed approximately $35.0 million of the
$56.0 million to Dynamic Details.
On February 14, 2001, DDi Corp. and some of its shareholders completed a
follow-on public offering of 6,000,000 shares of its common stock, with
3,000,000 shares issued by the DDi Corp. and the remainder sold by selling
shareholders. The shares were sold at $23.50 per share, generating proceeds to
us of $67.0 million, net of underwriting discounts, commissions and expenses.
Concurrently, DDi Corp. issued 5 1/4% Convertible Subordinated Notes due March
1, 2008 with an aggregate principal of $100.0 million. These notes are
convertible at any time prior to maturity into shares of common stock at a
conversion price of $30.00 per share, subject to certain adjustments. These
notes generated proceeds to the Company of $97.0 million, net of underwriting
discounts, commissions and expenses. The net proceeds of both transactions
have been used to repurchase all of the Dynamic Details Senior Subordinated
Notes and will be used to repurchase a portion of the Capital Senior Discount
Notes, to repay a portion of the Dynamic Details Senior Credit Facility or for
general corporate purposes. (See Note 20 to the Consolidated Financial
Statements).
Based on our current level of operations, we believe that cash generated
from operations, available cash and amounts available under our senior credit
facility will be adequate to meet our debt service requirements, capital
expenditures and working capital needs for the foreseeable future, although no
assurance can be given in this regard. Accordingly, there can be no assurance
that our business will generate sufficient cash flow from operations or that
future borrowings will be available to enable us to service our indebtedness.
We remain leveraged, and our future operating performance and our ability to
service or refinance our indebtedness will be subject to future economic
conditions and to financial, business and other factors, certain of which are
beyond our control.
Description of Indebtedness
Dynamic Details Senior Credit Facility
Dynamic Details has entered into a credit agreement, for which The Chase
Manhattan Bank is the collateral, co-syndication and administrative agent and
for which Bankers Trust Company is the documentation and co-syndication agent.
The lenders are a syndicate comprised of various banks, financial institutions
or other entities which hold transferable interests in the senior credit
facility. The senior credit facility, as of December 31, 2000 consists of:
. Tranche A term facility of up to approximately $58.8 million;
. Tranche B term facility of up to $88.9 million; and
. a revolving line of credit of up to $45.0 million, including revolving
credit loans, letters of credit and swing line loans.
. a $30.0 million uncommitted incremental borrowing facility.
The Dynamic Details senior credit facility is jointly and severally
guaranteed by DDi Capital and its subsidiaries and secured by the assets of
all of our domestic subsidiaries, and future domestic subsidiaries of
29
Dynamic Details will guarantee the senior credit facility and secure that
guarantee with their assets. The senior credit facility requires Dynamic
Details to meet financial ratios and benchmarks and to comply with other
restrictive covenants.
The Tranche A term facility amortizes in quarterly installments from June
1999 until July 2004. The Tranche B term facility amortizes in quarterly
installments from June 1999 until September 2004 at which time the remaining
outstanding loans under the Tranche B term facility becomes repayable in two
equal quarterly installments with a final payment in April 2005. The revolving
line of credit terminates in July 2004.
Borrowings under the Dynamic Details senior credit facility bear interest at
varying rates based, at our option, on either LIBOR plus 225 basis points or
the bank rate plus 125 basis points (in the case of Tranche A) and LIBOR plus
300 basis points or the bank rate plus 150 basis points (in the case of
Tranche B). The overall effective interest rate at December 31, 2000 was 9.3%.
Dynamic Details is required to pay to the lenders under the senior credit
facility a commitment fee on the average unused portion of the revolving
credit facility and a letter of credit fee on each letter of credit
outstanding. Dynamic Details may apply proceeds of sales of debt, equity or
material assets to prepayment on its senior credit facility, subject to some
exceptions, and must also, in some circumstances, pay excess cash flow to the
lenders under its senior credit facility.
In February 2001, concurrent with the closing of the public offering of its
common stock, the Company entered into an amendment to the Dynamic Details
senior credit facility with Bankers Trust Company and Chase Manhattan Bank, as
agents. The amendment permits the Company to use the proceeds of DDi Corp.'s
February 2001 public offering as the Company described in its prospectus for
the offering. The amendment also eased certain restrictions to facilitate the
Company's growth, increased to the $45.0 million Revolving Credit Facility to
$75.0 million and increased the $30.0 million Uncommitted Incremental
Borrowing Facility to $50.0 million.
Dynamic Details Senior Subordinated Notes
The Dynamic Details senior subordinated notes were issued in an aggregate
principal amount of $100,000,000 and will mature on November 15, 2005. The
senior subordinated notes were issued under an indenture dated as of November
18, 1997 between Dynamic Details, as issuer, and State Street Bank and Trust
Company, as trustee, and are senior subordinated unsecured obligations of
Dynamic Details. Cash interest on the senior subordinated notes accrues at the
rate of 10% per annum and is payable semi-annually in arrears on each May 15
and November 15 of each year.
On or after November 15, 2001, the senior subordinated notes may be redeemed
at the option of Dynamic Details, in whole at any time or in part from time to
time, at a redemption price that is greater than the accreted value of the
notes, plus accrued and unpaid interest, if any, to the redemption date.
On March 9, 2001, we completed a tender offer to repurchase the aggregate
principal amount of these notes of $100.0 million for $107.5 million, using a
portion of the proceeds from DDi Corp.'s February 14, 2001 follow-on public
offering and issuance of convertible subordinated notes (see Note 20 to the
Consolidated Financial Statements).
DDi Capital Senior Discount Notes
The DDi Capital senior discount notes were issued in an aggregate principal
amount at maturity of $110,000,000 and will mature on November 15, 2007. The
senior discount notes were issued under an indenture dated as of November 18,
1997 between DDi Corp., as issuer, and State Street Bank and Trust Company, as
trustee, as supplemented by the supplemental indenture dated as of February
10, 1998 between DDi Capital and the trustee. The senior discount notes are
senior unsecured obligations of DDi Capital. The senior discount notes were
issued at a discount to their aggregate principal amount at maturity and will
accrete in value until November 15, 2002 at a rate per annum equal to 12.5%,
compounded semi-annually. Cash interest on the senior discount notes will not
accrue prior to November 15, 2002. Thereafter, interest will accrue at the
rate of 12.5% per annum, payable semi-annually in arrears on each May 15 and
November 15 of each year commencing May 15, 2003 to the holders of record on
the immediately preceding May 1 and November 1, respectively.
30
On or after November 15, 2002, the senior discount notes may be redeemed at
the option of DDi Capital, in whole at any time or in part from time to time,
at a redemption price that is greater than the accreted value of the notes,
plus accrued and unpaid interest, if any, to the redemption date. We used some
of the proceeds from DDi Corp.'s October 2000 follow-on public offering to
repurchase a portion of the DDi Capital senior discount notes with an
aggregate principal amount at maturity of $47.0 million.
DDi Europe Facilities Agreement
In connection with DDi Corp.'s acquisition of MCM Electronics, DDi Corp.
assumed MCM Electronics' debt obligations under a facilities agreement dated
May 27, 1999 between MCM Electronics and the Governor of the Bank of Scotland,
as arranger, agent, security trustee, term loan bank and working capital bank.
MCM Electronics has been combined with our other European operations to form
DDi Europe Limited. This facility consists of:
. Tranche A term loan facility of up to an aggregate principal amount of
(Pounds)17.25 million;
. Tranche B term loan facility of up to an aggregate principal amount of
(Pounds)2.5 million;
. Tranche C term loan facility of up to an aggregate principal amount of
(Pounds)3.0 million; and
. working capital facilities of an aggregate maximum principal amount of
(Pounds)4.0 million.
The term loan facilities require DDi Europe to meet financial ratios and to
comply with other restrictive covenants. All the assets of DDi Europe are
pledged as collateral under the DDi Europe facilities agreement.
As of December 31, 2000, an aggregate of (Pounds)18.3 million, or $27.2
million, was outstanding under the facilities.
The Tranche A term loan facility is repayable in increasing quarterly
installments beginning in June 2000 with the final payment payable in
September 2006. The Tranche B term loan facility is repayable in full in June
2007. The Tranche C term loan facility is repayable in annual installments
between March 2001 and March 2006. The working capital facility is available
until July 2002.
Borrowings under the facilities bear interest at varying rates, comprising
LIBOR at the dates of commencement of the relevant quarterly interest period
plus a margin of 200 basis points in the case of Tranche A, 350 basis points
in the case of Tranche B, 200 basis points in the case of Tranche C and 200
basis points in the case of the working capital facility. The agreement
requires DDi Europe to make interest hedging arrangements and consequently DDi
Europe has entered into an interest rate swap agreement covering approximately
93% of its borrowings under these facilities.
DDi Europe is required to pay non-utilization fees on the average unused
portion of each of the facilities.
31
FORWARD-LOOKING STATEMENTS
A number of the matters and subject areas discussed in this Form 10-K are
forward-looking in nature. The discussion of such matters and subject areas is
qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may differ materially from our actual future
experience involving any one or more of such matters and subject areas. We
wish to caution readers that all statements other than statements of
historical facts included in this Annual Report on Form 10-K regarding our
financial position and business strategy, may constitute forward-looking
statements. All of these forward-looking statements are based on estimates and
assumptions made by our management, which although believed to be reasonable,
are inherently uncertain. Therefore, undue reliance should not be placed on
such estimates and statements. No assurance can be given that any of such
estimates or statements will be realized and it is likely that actual results
will differ materially from those contemplated by such forward-looking
statements. Factors that may cause such differences include: (1) increased
competition; (2) increased costs; (3) inability to consummate acquisitions on
attractive terms; (4) loss or retirement of key members of management;
(5) increases in our cost of borrowings or unavailability of additional debt
or equity capital on terms considered reasonable by management; (6) adverse
state, federal or foreign legislation or regulation or adverse determinations
by regulators; (7) changes in general economic conditions in the markets in
which we may compete and fluctuations in demand in the electronics industry;
and (8) ability to sustain historical margins as the industry develops. We
have attempted to identify, in context, certain of the factors that it
currently believes may cause actual future experience and results to differ
from our current expectations regarding the relevant matter or subject area.
In addition to the items specifically discussed in the foregoing, our business
and results of operations are subject to the rules and uncertainties described
under the heading "Factors That May Affect Future Results" contained herein,
however, the operations and results of our business also may be subject to the
effect of other risks and uncertainties. Such risks and uncertainties include,
but are not limited to, items described from time to time in our reports filed
with the Securities and Exchange Commission.
FACTORS THAT MAY AFFECT OUR FUTURE RESULTS
Substantial Indebtedness
We have a substantial amount of indebtedness. As of December 31, 2000, our
total debt was approximately $333.2 million for DDi Corp., $305.5 million for
DDi Capital and $255.1 million for Dynamic Details. As of December 31, 2000,
we had $44.3 million available under the senior credit facility for future
borrowings for general corporate purposes and working capital needs. In
addition, subject to the restrictions in the DDi Capital senior discount
notes, Dynamic Details senior subordinated notes and Dynamic Details senior
credit facility, we may incur additional indebtedness from time to time to
finance acquisitions or capital expenditures or for other purposes.
As a result of our level of debt and the terms of our debt instruments:
. our vulnerability to adverse general economic conditions is heightened;
. we will be required to dedicate a substantial portion of our cash flow
from operations to repayment of debt, limiting the availability of cash
for other purposes;
. we are and will continue to be limited by financial and other
restrictive covenants in our ability to borrow additional funds,
consummate asset sales, enter into transactions with affiliates or
conduct mergers and acquisitions;
. our flexibility in planning for, or reacting to, changes in its business
and industry will be limited;
. we are sensitive to fluctuations in interest rates because some of our
debt obligations are subject to variable interest rates; and
. our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate purposes
or other purposes may be impaired.
32
Our ability to pay principal and interest on our indebtedness and to satisfy
our other debt obligations will depend upon our future operating performance,
which will be affected by prevailing economic conditions and financial,
business and other factors, some of which are beyond our control, as well as
the availability of revolving credit borrowings under our senior credit
facility or successor facilities. We anticipate that our operating cash flow,
together with borrowings under our senior credit facility and the proceeds of
DDi Corp.'s public offerings, will be sufficient to meet our operating
expenses and to service our debt requirements as they become due. If we are
unable to service our indebtedness, we will be forced to take actions such as
reducing or delaying capital expenditures, selling assets, restructuring or
refinancing our indebtedness (which could include the DDi Capital senior
discount notes), or seeking additional equity capital. There is no assurance
that we can effect any of these remedies on satisfactory terms, or at all.
Restrictions Imposed by Terms of Indebtedness
The terms of our indebtedness restrict, among other things, our ability to
incur additional indebtedness, pay dividends or make certain other restricted
payments, consummate certain asset sales, enter into certain transactions with
affiliates, incur indebtedness, merge or consolidate with any other person or
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of our assets. DDi Europe, DDi Capital and Dynamic Details
are also required to maintain specified financial ratios and satisfy certain
financial condition tests. Their ability to meet those financial ratios and
tests can be affected by events beyond their control, and there can be no
assurance that they will meet those tests. A breach of any of these covenants
could result in a default under some or all of our indebtedness agreements.
Upon the occurrence of an event of default, lenders under such indebtedness
could elect to declare all amounts outstanding together with accrued interest,
to be immediately due and payable. If we were unable to repay such amounts,
the lenders could proceed against the collateral granted to them to secure
that indebtedness. Substantially all the assets of Dynamic Details and its
subsidiaries are pledged as security under the Dynamic Details senior credit
facility. All the assets of DDi Europe are pledged as security under the DDi
Europe facilities agreement.
Technological Change and Process Development
The market for our products and services is characterized by rapidly
changing technology and continuing process development. The future success of
our business will depend in large part upon our ability to maintain and
enhance our technological capabilities, to develop and market products and
services that meet changing customer needs, and to successfully anticipate or
respond to technological changes on a cost-effective and timely basis.
Research and development expenses are expected to increase as manufacturers
make demands for products and services requiring more advanced technology on a
quicker turnaround basis. We are more leveraged than some of our principal
competitors, and therefore may not be able to respond to technological changes
as quickly as these competitors.
In addition, the electronics manufacturing services industry could in the
future encounter competition from new or revised technologies that render
existing technology less competitive or obsolete or that reduce the demand for
our services. We cannot assure you that we will effectively respond to the
technological requirements of the changing market. To the extent we determine
that new technologies and equipment are required to remain competitive, the
development, acquisition and implementation of such technologies and equipment
may require us to make significant capital investments. We cannot assure you
that we will be able to obtain capital for these purposes in the future or
that any investments in new technologies will result in commercially viable
technological processes.
Dependence on a Core Group of Significant Customers
Although we have a large number of customers, net sales to our largest
customer accounted for approximately 10% of our net sales in 2000. Net sales
to our ten largest customers accounted for approximately 42% of our net sales
during the same period. We may depend upon a core group of customers for a
material percentage of our net sales in the future. Substantially all of our
sales are made on the basis of purchase orders
33
rather than long-term agreements. We cannot assure you that significant
customers will order services from us in the future or that they will not
reduce or delay the amount of services ordered. Any reduction or delay in
orders could negatively impact our revenues. In addition, we generate
significant accounts receivable in connection with providing services to our
customers. If one or more of our significant customers were to become
insolvent or otherwise were unable to pay us for the services provided, our
results of operations would be adversely affected.
Dependence on Acquisition Strategy
As part of our business strategy, we expect that we will continue to grow by
pursuing acquisitions of other companies, assets or product lines that
complement or expand our existing business. Competition for attractive
companies in our industry is substantial. We cannot assure you that we will be
able to identify suitable acquisition candidates or to finance and complete
transactions that we select. In addition, existing credit facilities restrict
our ability to acquire the assets or business of other companies. The
attention of our management may be diverted, and operations may be otherwise
disrupted. If we fail to effectively execute this acquisition strategy, the
growth of our revenues may suffer and the price of DDi Corp.'s common stock
may decline.
Ability to Integrate Acquired Businesses and Manage Expansion
Since December 1997, we have completed a merger and acquired four companies.
We have a limited history of owning and operating our businesses on a
consolidated basis. We cannot assure that we will be able to meet performance
expectations without disrupting the quality and reliability of service to
customers or diverting management resources. Our expected growth has placed
and may continue to place a significant strain on our management, financial
resources and information, operating and financial systems. If we are unable
to manage this growth effectively, its rate of growth and revenues may be
adversely affected.
Costs of International Expansion
We have expanded into new foreign markets and intend to continue our
international expansion. We completed our acquisition of MCM, a United Kingdom
Company, on April 14, 2000. Entry into foreign markets may require
considerable management time as well as, in the case of new operations, start-
up expenses for market development, hiring and establishing office facilities
before any significant revenues are generated. As a result, operations in new
foreign markets may achieve low margins or may be unprofitable. We will be
unable to utilize net operating losses incurred by foreign operations to
reduce our U.S. income taxes. Therefore, as we continue to expand
internationally, we may not generate the revenues we expect, and our operating
margins may be negatively impacted and DDi Corp.'s common stock price may
decline.
Variability of Orders
Our operating results have fluctuated in the past because we sell on a
purchase-order basis rather than pursuant to long-term contracts. We are
therefore sensitive to variability in demand by our customers. Because we time
our expenditures in anticipation of future sales, our operating results may be
less than we estimate if the timing and volume of customer orders do not match
our expectations. Furthermore, we may not be able to capture all potential
revenue in a given period if our customers' demand for quick-turnaround
services exceeds our capacity during that period. Because of these factors,
you should not rely on quarter-to-quarter comparisons of our results of
operations as an indication of our future performance. Because a significant
portion of our operating expenses are fixed, even a small revenue shortfall
can have a disproportionate effect on our operating results. It is possible
that, in future periods, our results may be below the expectations of public
market analysts and investors. This could cause the market price of the DDi
Corp.'s common stock to decline.
A substantial portion of our net sales are derived from quick-turn services
for which we provide both the materials and the manufacturing services. As a
result, we often bear the risk of fluctuations in the cost of materials, and
the risk of generating scrap and excess inventory, which can affect gross
profit margins. We forecast future inventory needs based upon the anticipated
demands of our customers. Inaccuracies in making
34
these forecasts or estimates could result in a shortage or an excess of
materials, either of which could negatively affect production schedules and
margins.
Intellectual Property
Our success depends in part on proprietary technology and manufacturing
techniques. We have no patents for these proprietary techniques and rely
primarily on trade secret protection. Litigation may be necessary to protect
our technology and determine the validity and scope of the proprietary rights
of competitors. Intellectual property litigation could result in substantial
costs and diversion of our management and other resources. If any infringement
claim is asserted against us, we may seek to obtain a license of the other
party's intellectual property rights. We cannot assure you that a license
would be available on reasonable terms or at all.
Environmental Matters
Our operations are regulated under a number of federal, state and foreign
environmental and safety laws and regulations that govern, among other things,
the discharge of hazardous materials into the air and water, as well as the
handling, storage and disposal of such materials. These laws and regulations
include the Clean Air Act, the Clean Water Act, the Resource Conservation and
Recovery Act, and the Comprehensive Environmental Response, Compensation and
Liability Act, as well as analogous state and foreign laws. Compliance with
these environmental laws is a major consideration for us because we use in our
manufacturing process materials classified as hazardous such as ammoniacal
etching solutions, copper and nickel. In addition, because we are a generator
of hazardous wastes, we may be subject to potential financial liability for
costs associated with an investigation and any remediation of sites at which
we have arranged for the disposal of hazardous wastes if such sites become
contaminated. Even if we fully comply with applicable environmental laws and
are not directly at fault for the contamination, we may still be liable. The
wastes we generate include spent ammoniacal etching solutions, solder
stripping solutions and hydrochloric acid solution containing palladium; waste
water which contains heavy metals, acids, cleaners and conditioners; and
filter cake from equipment used for on-site waste treatment. Violations of
environmental laws could subject us to revocation of its effluent discharge
permits. Any such revocations could require us to cease or limit production at
one or more of its facilities, thereby negatively impacting revenues and
potentially causing the market price of DDi Corp.'s common stock to decline.
Competition
The printed circuit board industry is highly fragmented and characterized by
intense competition. We principally competes with independent and captive
manufacturers of complex quick-turn and longer-lead printed circuit boards.
Our principal competitors include other independent small private companies
and integrated subsidiaries of more broadly based volume producers, that also
manufacture multilayer printed circuit boards and other electronic assemblies.
Some of our principal competitors are less highly-leveraged than us and may
have greater financial and operating flexibility. Moreover, we may face
additional competitive pressures as a result of changes in technology.
Competition in the complex quick-turn and longer-lead printed circuit board
industry has increased due to the consolidation trend in the industry, which
results in potentially better capitalized and more effective competitors. Our
basic technology is generally not subject to significant proprietary
protection, and companies with significant resources or international
operations may enter the market. Increased competition could result in price
reductions, reduced margins or loss of market share, any of which could
materially adversely affect our business, financial condition and results of
operations.
Dependence on Key Management
We depend on the services of our senior executives, including Charles D.
Dimick, Chairman, and Bruce D. McMaster, President and Chief Executive
Officer. We cannot assure that we will be able to retain these and other
executive officers and key personnel or attract additional qualified
management in the future. Mr. McMaster is
35
not a party to an employment agreement with us, and Mr. Dimick's employment
agreement expires in July 2001. Our business also depends on our ability to
continue to recruit, train and retain skilled employees, particularly
engineering and sales personnel, due to our focus on the technologically
advanced and time-critical segment of the electronics manufacturing services
industry. In addition, our ability to successfully integrate acquired
companies depends in part on our ability to retain key management and existing
employees at the time of the acquisition.
Controlling Stockholders
Investment funds affiliated with Bain Capital, Inc. beneficially own
approximately 14% of the outstanding common stock of DDi Corp. In addition, of
the eight directors who serve on our board, three are current representatives
of Bain Capital, Inc. and two are former representatives of Bain Capital, Inc.
By virtue of such stock ownership and board representation, these entities
will continue to have a significant influence over all matters submitted to
our stockholders, including the election of our directors, and to exercise
significant control over our business, policies and affairs. Such
concentration of voting power could have the effect of delaying, deterring or
preventing a change of control or other business combination that might
otherwise be beneficial to our stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The DDi Europe facilities agreement and the Dynamic Details senior credit
facility bear interest at a floating rate; the Dynamic Details senior
subordinated notes and DDi Capital senior discount notes bear interest at
fixed rates. We reduce our exposure to interest rate risks through swap
agreements.
The revolving credit facility bears interest at (i) 2.25% per annum plus the
applicable LIBOR or (ii) 1.25% per annum plus the federal reserve reported
overnight funds rate plus 0.5% per annum. As of December 31, 2000, we had no
amount outstanding under our revolving credit facility. Based upon our
anticipated utilization of our revolving credit facility through the year
ending December 31, 2001, a 10% change in interest rates is not expected to
materially affect our interest expense on this facility during such period.
Under the terms of our current swap agreements, Dynamic Details pays a
maximum annual rate of interest applied to a notional amount equal to the
principal balance of the term facility portion of the Dynamic Details senior
credit facility for the period June 30, 1999 through December 31, 2001. During
this period, the maximum annual rate is 5.65% for a given month through
December 31, 2000 and 5.75% effective January 1, 2001, unless one-month LIBOR
for that month equals or exceeds 7.00%, in which case we pay 7.00% for that
month. From January 1, 2002 through the scheduled maturity of the senior term
facility in 2005, we pay a fixed annual rate of 6.58% applied to a notional
amount equal to 50% of the principal balance of the senior term facility
during that period. The term loan facility portion of the Dynamic Details
senior credit facility bears interest based on one-month LIBOR. As of December
31, 2000, one-month LIBOR was 6.64%. If one-month LIBOR increased by 10% to
7.30%, interest expense related to the term loan facility portion would
increase by approximately $1 million over the twelve months ending December
31, 2001. Since the increased rate would exceed 7.00%, that increase in
interest expense would be offset by approximately $0.4 million in payments we
would be entitled to receive under the Dynamic Details swap agreement.
Under the terms of the current swap agreement, DDi Europe pays a maximum
annual rate of interest equal to 6.92% applied to fixed amounts of debt per
the agreement, through September 2002. As of December 31, 2000, the swap
covers approximately 93% of the outstanding debt under the facilities
agreement. If DDi Europe were to borrow the full amount available on their
facilities agreement, the fixed amounts of debt per the swap agreement would
still cover approximately 62% of the outstanding debt. The DDi Europe
facilities agreement bears interest based on three-month LIBOR. As of December
31, 2000, three-month LIBOR was 6.40%. If three-month LIBOR increased by 10%
to 7.04%, interest expense would increase by approximately $174,000. That
increase in interest expense, however, would be offset by approximately
$34,000 in payments we would be entitled to receive under the DDi Europe swap
agreement.
36
In October 2000, in connection with DDi Corp.'s follow-on public offering,
we elected to terminate and concurrently replace an existing interest rate
agreement. The replacement of the swap agreement does not affect interest rate
risk (see Note 8 to the Consolidated Financial Statements).
A change in interest rates would not have an effect on our interest expense
on the Dynamic Details senior subordinated notes or the DDi Capital senior
discount notes because each of these instruments bears a fixed rate of
interest.
Foreign Currency Exchange Risk
With DDi Corp.'s acquisition of MCM (see Note 14 to the Consolidated
Financial Statements), we now have operations in the United Kingdom. The sales
and expenses and financial results of those operations are denominated in
British pounds. We have foreign currency translation risk equal to our net
investment in those operations. However, since nearly all of our sales are
denominated in each operation's local currency, we have relatively little
exposure to foreign currency transaction risk with respect to sales made.
Therefore, the effect of an immediate 10% change in exchange rates would not
have a significant impact on our operating results over the 12 month period
ending December 31, 2001. We do not use forward exchange contracts to hedge
exposures to foreign currency denominated transactions and do not utilize any
other derivative financial instruments for trading or speculative purposes.
Recently Issued Accounting Standards
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. SFAS No 137, issued by the FASB in July 1999,
establishes a new effective date for SFAS No. 133. This statement, as amended
by SFAS No. 137, is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000 and is therefore effective for us beginning with
our fiscal quarter ending March 31, 2001. In June 2000, the FASB issued SFAS
No. 138, "Accounting for Certain Derivative Instruments and Hedging
Activities-an amendment of FASB Statement No. 133." SFAS No. 138 addresses a
limited number of issues causing implentation difficulties for SFAS No. 133.
SFAS No. 138 is required to be adopted concurrently with SFAS No. 133 and is
therefore effective for us beginning with our fiscal quarter ending March 31,
2001. Based upon the nature of the financial instruments and hedging
activities in effect as of December 31, 2000, this pronouncement would require
us to reflect the fair value of our derivative instruments (see Note 8 to the
Consolidated Financial Statements) on the consolidated balance sheet. The
initial difference between book value and fair value in these instruments at
the date of adoption (January 1, 2001) will be reported as a cumulative-
effect-type adjustment to accumulated other comprehensive income. Thereafter,
changes in fair value of these instruments will be reflected as a component of
comprehensive income.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statement information required by this Item 8 is set forth on
pages F-1 to F-45 of this Annual Report on Form 10-K and is hereby
incorporated into this Item 8. The Quarterly Financial Information required by
this Item 8 is set forth in Item 7 of this Annual Report on Form 10-K and is
hereby incorporated into this Item 8.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
37
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) DDi Corp.
The information set forth under the captions "ELECTION OF DIRECTORS" and
"TRANSACTIONS WITH MANAGEMENT AND OTHERS--Section 16(a) Beneficial Ownership
Reporting Compliance" in DDi Corp.'s definitive proxy statement (the "Proxy
Statement") for the Annual Meeting of Stockholders scheduled to be held in
June 2001, is incorporated herein by reference. The Proxy Statement will be
filed with the U.S. Securities and Exchange Commission (the "Commission") not
later than 120 days after the close of Fiscal 2000. Information regarding DDi
Corp.'s executive officers is included in Part I of this report under the
caption "Executive Officers of DDi Corp."
(b) Dynamic Details and DDi Capital.
The information called for by this Item 10 with respect to each of Dynamic
Details and DDi Capital is omitted under the reduced disclosure format
pursuant to General Instruction I(2)(c) of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
(a) DDi Corp.
Except as specifically provided, the information set forth under the
captions "COMPENSATION OF EXECUTIVE OFFICERS" and "INFORMATION ABOUT THE BOARD
OF DIRECTORS AND COMMITTEES OF THE BOARD--Compensation of Directors" in the
Proxy Statement is incorporated herein by reference. The Proxy Statement will
be filed with the Commission not later than 120 days after the close of Fiscal
2000. The Performance Graph set forth under the caption "COMPENSATION OF
EXECUTIVE OFFICERS" in the Proxy Statement shall not be deemed incorporated by
reference herein and shall not otherwise be deemed "filed" as part of this
Annual Report on Form 10-K.
(b) Dynamic Details and DDi Capital.
The information called for by this Item 11 with respect to each of Dynamic
Details and DDi Capital is omitted under the reduced disclosure format
pursuant to General Instruction I(2)(c) of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) DDi Corp.
The information set forth under the caption "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is incorporated
herein by reference. The Proxy Statement will be filed with the Commission not
later than 120 days after the close of Fiscal 2000.
(b) Dynamic Details and DDi Corp.
The information called for by this Item 12 with respect to each of Dynamic
Details and DDi Corp. is omitted under the reduced disclosure format pursuant
to General Instruction I(2)(c) of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) DDi Corp.
The information set forth under the caption "TRANSACTIONS WITH MANAGEMENT
AND OTHERS" in the Proxy Statement is incorporated herein by reference. The
Proxy Statement will be filed with the Commission not later than 120 days
after the close of Fiscal 2000.
(b) Dynamic Details and DDi Corp.
The information called for by this Item 13 with respect to each of Dynamic
Details and DDi Corp. is omitted under the reduced disclosure format pursuant
to General Instruction I(2)(c) of Form 10-K.
38
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Accountants........................................ F-1
Consolidated Balance Sheets as of December 31, 2000 and 1999............. F-2
Consolidated Statements of Operations for the Years Ended December 31,
2000, 1999 and 1998..................................................... F-3
Consolidated Statements of Comprehensive Income (Loss) for the Years
Ended December 31, 2000, 1999 and 1998.................................. F-6
Consolidated Statements of Stockholders' Equity (Deficit) for the Years
Ended December 31, 2000, 1999 and 1998.................................. F-7
Consolidated Statements of Cash Flows for the Years Ended December 31,
2000, 1999 and 1998..................................................... F-10
Notes to Consolidated Financial Statements............................... F-13
(a)(2) Financial Statement Schedules.
Schedule II--Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or the
required information is shown in the Financial Statements or the notes
thereto.
(a)(3) Exhibits.
The exhibits listed below are hereby filed with the Commission as part of
this Annual Report on Form 10-K. Certain of the following exhibits have been
previously filed with the Commission pursuant to the requirements of the
Securities Act or the Exchange Act. Such exhibits are identified by the
parenthetical references following the listing of each such exhibit and are
incorporated herein by reference. We will furnish a copy of any exhibit upon
request, but a reasonable fee will be charged to cover our expense in
furnishing such exhibit.
Exhibit Description
------- -----------
3.1 Certificate of Incorporation of DDi Merger Co.
3.2 Amended and Restated By-laws of DDi Corp.
3.3 Certificate of Merger of DDi Corp., a California corporation, with and
into DDi Merger Co., a Delaware corporation.
3.4 DDi Capital Corp. Articles of Incorporation, as amended. (Previously
filed with the Commission on November 26, 1997 as Exhibit 3.1 to DDi
Capital's Registration Statement on Form S-4, Registration No. 333-
41187.)
3.5 Amendment to the Articles of Incorporation of DDi Capital Corp. dated
December 15, 1998. (Previously filed with the Commission on March 31,
1999 as Exhibit 3.1.1 to DDi Capital's and Dynamic Details' combined
Annual Report on Form 10-K.)
3.6 DDi Capital Corp. By-laws. (Previously filed with the Commission on
November 26, 1997 as Exhibit 3.2 to DDi Capital's Registration
Statement on Form S-4, Registration No. 333-41187.)
3.7 Dynamic Details, Incorporated Articles of Incorporation, as amended.
(Previously filed with the Commission on November 26, 1997 as Exhibit
3.1 to Dynamic Details' Registration Statement on Form S-4,
Registration No. 333-41211.)
39
Exhibit Description
------- -----------
3.8 Amendment to the Articles of Incorporation of Dynamic Details,
Incorporated dated December 15, 1998. (Previously filed with the
Commission on March 31, 1999 as Exhibit 3.3.1 to DDi Capital's and
Dynamic Details' combined Annual Report on Form 10-K.)
3.9 Dynamic Details, Incorporated By-laws. (Previously filed with the
Commission on November 26, 1997 as Exhibit 3.2 to Dynamic Details'
Registration Statement on Form S-4, Registration No. 333-41211.)
4.1 Stockholders Agreement dated as of March 31, 2000.
4.2 Amendment, dated as of October 2, 2000, to the Stockholders Agreement
dated as of March 31, 2000.
4.3 Amendment, dated as of January 29, 2001, to the Stockholders Agreement
dated as of March 31, 2000.
4.4 Form of certificate representing shares of Common Stock. (Previously
filed with the Commission on April 6, 2000 as Exhibit 4.2 to Amendment
No. 3 to DDi Corp.'s Registration Statement on Form S-1, Registration
No. 333-95623.)
4.5 Subordinated Indenture dated February 20, 2001 between DDi Corp. and
State Street Bank and Trust Company Relating to Subordinated Debt
Securities.
4.6 Supplemental Indenture dated February 20, 2001 between DDi Corp. and
State Street Bank and Trust Company Relating to 5 1/4% Convertible
Subordinated Notes due 2008.
4.7 Indenture dated as of November 18, 1997 between Details Holdings Corp.
and State Street Bank and Trust Company Relating to 12 1/2% Senior
Discount Notes due 2007. (Previously filed with the Commission on
November 26, 1997 as Exhibit 4.1 to DDi Capital's Registration
Statement on Form S-4, Registration No. 333-41187.)
4.8 Exchange and Registration Rights Agreement dated as of November 18,
1997, regarding Details Holdings Corp. 12 1/2% Senior Discount Notes
due 2007. (Previously filed with the Commission on November 26, 1997
as Exhibit 4.3 to DDi Capital's Registration Statement on Form S-4,
Registration No. 333-41187.
4.9 First Supplemental Indenture dated February 10, 1998 between Details
Holdings Corp. and State Street Bank and Trust Company.
4.10 Indenture dated as of November 18, 1997 between Details, Inc. and
State Street Bank and Trust Company Relating to 10% Senior
Subordinated Notes due 2005. (Previously filed with the Commission on
November 26, 1997 as Exhibit 4.1 to Dynamic Details' Registration
Statement on Form S-4, Registration No. 333-41211.)
4.11 Exchange and Registration Rights Agreement dated as of November 18,
1997, regarding Details. Inc. 10% Senior Subordinated Notes due 2005.
(Previously filed with the Commission on November 26, 1997 as Exhibit
4.2 to Dynamic Details' Registration Statement on Form S-4,
Registration No. 333-41211.)
4.12 First Supplemental Indenture dated as of July 23, 1998 , between
Details, Inc., Dynamic Circuits Inc., Colorado Springs Circuits, Inc.,
Cuplex, Inc. and State Street Bank and Trust Company. (Previously
filed with the Commission on March 2, 2000 as Exhibit 10.35 to
Amendment No. 1 to DDi Corp.'s Registration Statement on Form S-1,
Registration No. 333-95623.)
4.13 Second Supplemental Indenture dated as of January 31, 2001 between
Dynamic Details, Incorporated, Dynamic Details Incorporated, Virginia,
DDi Sales Corp., Dynamic Details Texas, L.P., Dynamic Details, L.P.,
the 1998 Guarantors, and State Street Bank and Trust Company relating
to Dynamic Detail's 10% Senior Subordinated Notes due 2005.
4.14 Third Supplemental Indenture dated as of February 23, 2001 between
Dyamic Details, Incorporated, Dynamic Details Incorporated, Virginia,
DDi Sales Corp., Dynamic Details Texas, L.P., Dynamic Details, L.P.,
the 1998 Guarantors, and State Street Bank and Trust Company (Relating
to Dynamic Details 10% Senior Subordinated Notes due 2005.)
40
Exhibit Description
------- -----------
Material Contracts Relating to Management Compensation Plans or Arrangements
10.1 Employment Agreement dated July 23, 1998 between Details Holdings
Corp. and Charles D. Dimick.
10.2 Details Holdings Corp.-Dynamic Circuits 1996 Stock Option Plan dated
as of July 23, 1998. (Previously filed with the Commission on March
31, 1999 as Exhibit 10.6 to DDi Capital's and Dynamic Details'
combined Annual Report on Form 10-K.)
10.3 Details Holdings Corp.-Dynamic Circuits 1997 Stock Option Plan dated
as of July 23, 1998. (Previously filed with the Commission on March
31, 1999 as Exhibit 10.7 to DDi Capital's and Dynamic Details'
combined Annual Report on Form 10-K.)
10.4 Details Holdings Corp. Bonus Plan dated as of July 23, 1998.
(Previously filed with the Commission on March 31, 1999 as Exhibit
10.8 to DDi Capital's and Dynamic Details' combined Annual Report on
Form 10-K.)
10.5 DDi Corp. 2000 Equity Incentive Plan. (Previously filed with the
Commission on March 22, 2000 as Exhibit 10.8 to Amendment No. 2 to DDi
Corp.'s Registration Statement on Form S-1, Registration No. 333-
95623.)
10.6 The 1997 Details, Inc. Equity Incentive Plan. (Previously filed with
the Commission on November 26, 1997 as Exhibit 10.7 to DDi Capital's
Registration Statement on Form S-4, Registration No. 333-41187.)
10.7 Details, Inc. 1996 Employee Stock Option Plan. (Previously filed with
the Commission on November 26, 1997 as Exhibit 10.8 to DDi Capital's
Registration Statement on Form S-4, Registration No. 333-41187.)
10.8 Details, Inc. 1996 Performance Stock Option Plan. (Previously filed
with the Commission on November 26, 1997 as Exhibit 10.9 to DDi
Capital's Registration Statement on Form S-4, Registration
No. 333-41187.)
Other Material Contracts
10.9 Amended and Restated Recapitalization Agreement dated as of October 4,
1997 among DI Acquisition Corp. each of the Persons or Entities
Identified on Annex I Thereto and Details, Inc.
10.10 Stock Contribution and Merger Agreement dated July 23, 1998 by and
among Details Holding Corp. and Dynamic Circuits Inc. and the
Stockholders of Dynamic Circuits Inc. (Previously filed with the
Commission on August 7, 1998 as Exhibit 2.1 to DDi Capital's and
Dynamic Details' combined Current Report on Form 8-K.)
10.11 First Amendment, dated as of March 21, 2000, to the Stock Contribution
and Merger Agreement dated as of July 23, 1998, by and among DDi
Corp., formerly known as Details Holdings Corp., Dynamic Details
Incorporated, Silicon Valley, a Delaware corporation formerly known as
Dynamic Circuits, Inc., and the former Stockholders of DCI.
10.12 Credit Agreement, dated as of July 23, 1998 (and as amended and
restated as of August 28, 1998), among Details Capital Corp., Details,
Inc., Dynamic Circuits, Inc., the several banks and other financial
institutions or entities from time to time parties to this Agreement,
Bankers Trust Company, and The Chase Manhattan Bank. (Previously filed
with the Commission on March 2, 2000 as Exhibit 10.3.1 to Amendment
No. 1 to DDi Corp.'s Registration Statement on Form S-1, Registration
No. 333-95623.)
10.13 First Amendment, dated as of March 10, 1999, to the Credit Agreement,
dated as of July 23, 1998, among (i) DDI Capital Corp., formerly known
as Details Capital Corp.; (ii) Dynamic Details, Incorporated, formerly
known as Details, Inc.; (iii) Dynamic Details Incorporated, Silicon
Valley, formerly known as Dynamic Circuits, Inc.; (iv) the several
banks and other financial institutions from time to time parties
thereto; (v) Bankers Trust Company.; and (vi) The Chase Manhattan
Bank. (Previously filed with the Commission on March 2, 2000 as
Exhibit 10.3.2 to Amendment No. 1 to DDi Corp.'s Registration
Statement on Form S-1, Registration No. 333-95623.)
41
Exhibit Description
------- -----------
10.14 Second Amendment, dated as of March 22, 2000, to the Credit Agreement,
dated as of July 23, 1998, among (i) DDI Capital Corp., formerly known
as Details Capital Corp.; (ii) Dynamic Details, Incorporated, formerly
known as Details, Inc.; (iii) Dynamic Details Incorporated, Silicon
Valley, formerly known as Dynamic Circuits, Inc.; (iv) the several
banks and other financial institutions from time to time parties
thereto; (v) Bankers Trust Company; and (vi) The Chase Manhattan Bank.
10.15 Third Amendment, dated as of October 10, 2000, to the Credit
Agreement, dated as of July 23, 1998, among (i) DDI Capital Corp.,
formerly known as Details Capital Corp.; (ii) Dynamic Details,
Incorporated, formerly known as Details, Inc.; (iii) Dynamic Details
Incorporated, Silicon Valley, formerly known as Dynamic Circuits,
Inc.; (iv) the several banks and other financial institutions from
time to time parties thereto; (v) Bankers Trust Company; and (vi) The
Chase Manhattan Bank.
10.16 Fourth Amendment, dated as of February 13, 2001, to the Credit
Agreement, dated as of July 23, 1998, among (i) DDI Capital Corp.,
formerly known as Details Capital Corp.; (ii) Dynamic Details,
Incorporated, formerly known as Details, Inc.; (iii) Dynamic Details
Incorporated, Silicon Valley, formerly known as Dynamic Circuits,
Inc.; (iv) the several banks and other financial institutions from
time to time parties thereto; (v) Bankers Trust Company; and (vi) The
Chase Manhattan Bank.
10.17 Management Agreement dated October 28, 1997 by and between Details,
Inc. and Bain Capital Partners V, L.P. (Previously filed with the
Commission on January 20, 1998 as Exhibit 10.6 to Amendment No. 1 to
DDi Capital's Registration Statement on Form S-4, Registration No.
333-41187).
10.18 Termination and Fee Agreement dated April 14, 2000 by and between DDi
Corp. and Bain Capital Partners V, L.P.
10.19 Real Property Master Lease Agreement dated January 1, 1996 between
James I. Swenson and Susan G. Swenson, as Trustees of the Swenson
Family Trust, and Details, Inc. (Previously filed with the Commission
on November 26, 1997 as Exhibit 10.4 to DDi Capital's Registration
Statement on Form S-4, Registration No. 333-41187.)
10.20 Personal Property Master Lease Agreement dated January 1, 1996 between
James I. Swenson and Susan G. Swenson, as Trustees of the Swenson
Family Trust, and Details, Inc. (Previously filed with the Commission
on November 26, 1997 as Exhibit 10.5 to DDi Capital's Registration
Statement on Form S-4, Registration No. 333-41187.)
10.21 Stock Purchase Agreement, dated December 19, 1997, among NTI, Inc.,
the Davila Marital Trust, the Davila Survivor's Trust, James S.
Marcelli, and Details, Inc. (Previously filed with the Commission on
January 20, 1998 as Exhibit 10.14 to Amendment No. 1 to DDi Capital's
Registration Statement on Form S-4, Registration No. 333-41187.)
10.22 Lease dated June 15, 1994, by and between Michael J. Irvin, Trustee of
the Davila Living Trust dated March 13, 1989 and Colorado Springs
Circuits, Inc., regarding 6031-6035 Galley Road, Colorado Springs,
Colorado (Previously filed with the Commission on January 20, 1998 as
Exhibit 10.16 to Amendment No. 1 to DDi Capital's Registration
Statement on Form S-4, Registration No. 333-41187.)
10.23 Lease dated June 15, 1994, by and between Michael J. Irvin, Trustee of
the Davila Living Trust dated March 13, 1989 and Colorado Springs
Circuits, Inc., regarding 2115 Victor Place, Colorado Springs,
Colorado (Previously filed with the Commission on January 20, 1998 as
Exhibit 10.17 to Amendment No. 1 to DDi Capital's Registration
Statement on Form S-4, Registration No. 333-41187.)
10.24 Lease dated June 15, 1994, by and between Michael J. Irvin, Trustee of
the Davila Living Trust dated March 13, 1989 and Colorado Springs
Circuits, Inc., regarding 980 Technology Court, Colorado Springs,
Colorado. (Previously filed with the Commission on January 20, 1998 as
Exhibit 10.18 to Amendment No. 1 to DDi Capital's Registration
Statement on Form S-4, Registration No. 333-41187.)
10.25 Lease Agreement dated July 22, 1991 between Geomax and Dynamic
Circuits, Inc. (Previously filed with the Commission on March 31, 1999
as Exhibit 10.30 to DDi Capital's and Dynamic Details' combined Annual
Report on Form 10-K.)
10.26 Lease dated March 20, 1997 by and between Mercury Partners 30, Inc.
and Dynamic Circuits, Inc. (Previously filed with the Commission on
March 31, 1999 as Exhibit 10.31 to DDi Capital's and Dynamic Details'
combined Annual Report on Form 10-K.)
42
Exhibit Description
------- -----------
10.27 Lease dated November 12, 1997 by and between Miller and Associates and
Dynamic Circuits Inc.
10.28 Lease dated August 18 ,1998, by and between Mrs. Alberta M. Talley,
Trustee and Dynamic Circuits, Inc. (Previously filed with the
Commission on March 31, 1999 as Exhibit 10.33 to DDi Capital's and
Dynamic Details' combined Annual Report on Form 10-K.)
10.29 Lease Agreement dated April 14, 1998 by and between Continental
Electric Contractors and Cuplex, Inc. (Previously filed with the
Commission on March 31, 1999 as Exhibit 10.34 to DDi Capital's and
Dynamic Details' combined Annual Report on Form 10-K.)
10.30 Lease Agreement dated as of May 13, 1996, as amended by a First Lease
Amendment dated August 7, 1996, between 410 Forest Street Realty Trust
and Cuplex, Inc. (Previously filed with the Commission on March 31,
1999 as Exhibit 10.35 to DDi Capital's and Dynamic Details' combined
Annual Report on Form 10-K.)
10.31 Lease Agreement dated as of November 2, 1995, between Trammell Crow
International Partners and Cuplex, Inc.
10.32 DDi Corp. Employee Stock Purchase Plan. (Previously filed with the
Commission on March 22, 2000 as Exhibit 10.37 to Amendment No. 2 to
DDi Corp.'s Registration Statement on Form S-1, Registration No. 333-
95623).
10.33 Share Purchase Agreement dated March 22, 2000 Between Natwest Equity
Partners Limited, The European Private Equity Fund, The European
Private Equity Fund "B", The European Private Equity Fund "C", The
European Private Equity Fund "D", Natwest Equity Partners No. 5 Fund,
Natwest Equity Partners No. 4 Fund And The Natwest Equity Partners
Partnership, Natwest Equity Partners Co-Investment Plan Limited,
Natwest Ventures Nominees Limited,.Mr. M. Malone, Mr. J. Calvert, Bank
Of Scotland, Bryonie Glanfield, Jeanne Catherine Glanfield, Leslie
James Glanfield, Olive Banks, Henry Frederick Banks, Christine Malone,
Ryan Malone, Darren Malone, Katherine Mary Calvert and DDi Corp.
10.34 Note Purchase Agreement dated as of July 23, 1998 between Details
Intermediate Holdings Corp. and Sankaty High Asset Partners, L.P.
10.35 DDi Corp. Employee Stock Purchase Plan for Employees of Non-U.S.
Subsidiaries. (Previously filed with the Commission on September 12,
2000 as Exhibit 10.40 to DDi Corp.'s Registration Statement on Form S-
1, Registration No. 333- 45648).
10.36 Asset Purchase Agreement dated June 26, 2000, by and between Dynamic
Details, Incorporated, Virginia, and Automata International, Inc.,
successor by merger to Automata, Inc., Debtor and Debtor in Possession
under Case No. 00-2845 (MFW) in the United States Bankruptcy Court for
the District of Delaware. (Previously filed with the Commission on
September 12, 2000 as Exhibit 10.41 to DDi Corp.'s Registration
Statement on Form S-1, Registration No. 333- 45648).
10.37 Amendment No. 1, dated August 1, 2000, to the Asset Purchase Agreement
dated June 26, 2000, by and between Dynamic Details, Incorporated,
Virginia, and Automata International, Inc., successor by merger to
Automata, Inc., Debtor and Debtor in Possession under Case No. 00-2845
(MFW) in the United States Bankruptcy Court for the District of
Delaware. (Previously filed with the Commission on September 12, 2000
as Exhibit 10.41.1 to DDi Corp.'s Registration Statement on Form S-1,
Registration No. 333-45648).
10.38 Amendment Number One to Real Property Master Lease Agreement dated
January 1, 1997 between James I. Swenson and Susan G. Swenson, as
trustees of the Swenson Family Trust and Details, Inc.
12.1 Statement re: computation of ratio of earnings to fixed charges.
21.1 Subsidiaries of DDi Corp.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney.
(b) Reports on Form 8-K
43
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, DDi Corp. has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized, in the city of Anaheim,
state of California, on the 29th day of March, 2001.
DDi CORP.
/s/ Joseph P. Gisch
By: _________________________________
Joseph P. Gisch
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of DDi Corp. and in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President, Chief Executive Officer and
____________________________________ Director (Principal Executive Officer)
Bruce D. McMaster
/s/ Joseph P. Gisch Chief Financial Officer, Secretary and March 29, 2001
____________________________________ Treasurer (Principal Financial and
Joseph P. Gisch Accounting Officer)
* Director
____________________________________
Prescott Ashe
* Director
____________________________________
Mark Benham
* Director
____________________________________
Edward Conard
* Director
____________________________________
Charles D. Dimick
* Director
____________________________________
David Dominik
* Director
____________________________________
Robert Guezuraga
* Director
____________________________________
Murray Kenney
* Director
____________________________________
Stephen Pagliuca
* Director
____________________________________
Stephen Zide
/s/ Joseph P. Gisch
*By: _______________________________
Joseph P. Gisch
as Attorney-in-Fact
March 29, 2001
44
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, DDi Capital Corp. has duly caused this report to be
signed on its behalf by the undersigned, thereto duly authorized, in the city
of Anaheim, state of California, on the 29th day of March, 2001.
DDi CAPITAL CORP.
/s/ Joseph P. Gisch
By: _________________________________
Joseph P. Gisch
Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of DDi Capital Corp.
and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President and Chief Executive Officer
____________________________________ (Principal Executive Officer)
Bruce D. McMaster
/s/ Joseph P. Gisch Vice President, Chief Financial Officer March 29, 2001
____________________________________ and Director (Principal Financial and
Joseph P. Gisch Accounting Officer)
* Director
____________________________________
Prescott Ashe
* Director
____________________________________
Charles D. Dimick
* Director
____________________________________
David Dominik
/s/ Joseph P. Gisch
*By: _______________________________
Joseph P. Gisch
as Attorney-in-Fact
March 29, 2001
45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Dynamic Details, Incorporated has duly caused this report
to be signed on its behalf by the undersigned, thereto duly authorized, in the
city of Anaheim, state of California, on the 29th day of March, 2001.
DYNAMIC DETAILS, Incorporated
/s/ Joseph P. Gisch
By: _________________________________
Joseph P. Gisch
Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of Dynamic Details
and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* President and Chief Executive Officer
____________________________________ (Principal Executive Officer)
Bruce D. McMaster
/s/ Joseph P. Gisch Vice President, Chief Financial Officer March 29, 2001
____________________________________ and Director (Principal Financial and
Joseph P. Gisch Accounting Officer)
* Director
____________________________________
Prescott Ashe
* Director
____________________________________
Charles D. Dimick
* Director
____________________________________
David Dominik
/s/ Joseph P. Gisch
By: ________________________________
Joseph P. Gisch
as Attorney-in-Fact
March 29, 2001
46
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
DDi Corp., DDi Capital Corp. and
Dynamic Details, Incorporated:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) present fairly, in all material respects, the
financial position of DDi Corp. and subsidiaries, DDi Capital Corp. and its
subsidiary, and Dynamic Details, Incorporated and subsidiaries (collectively,
the "Company") at December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed under Item 14(a)(2) presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These
financial statements and financial statement schedule are the responsibility
of the Company's management; our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our
audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide
reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Orange County, California
February 2, 2001
F-1
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31,
-----------------------------------------------------------------
1999 1999 1999 2000 2000 2000
-------- ----------- --------- --------- ----------- ---------
Dynamic Dynamic
Details DDi Capital DDi Corp. Details DDi Capital DDi Corp.
-------- ----------- --------- --------- ----------- ---------
ASSETS
Current assets:
Cash and cash
equivalents.......... $ 644 $ 644 $ 648 $ 39,629 $ 39,629 $ 66,874
Accounts receivable,
net ................. 42,774 42,774 42,774 87,860 87,860 99,828
Inventories........... 20,209 20,209 20,209 24,824 24,824 30,290
Prepaid expenses and
other................ 2,498 2,498 2,499 2,349 2,349 3,145
Deferred tax asset.... 5,215 5,215 5,215 14,584 14,584 14,584
-------- -------- --------- --------- -------- --------
Total current
assets.............. 71,340 71,340 71,345 169,246 169,246 214,721
-------- -------- --------- --------- -------- --------
Property, plant and
equipment, net......... 63,209 63,209 63,209 80,928 80,928 92,726
Debt issuance costs,
net.................... 9,490 13,152 13,833 7,193 9,217 9,217
Goodwill and other
intangibles, net....... 205,462 205,462 205,462 199,389 199,389 263,456
Other................... 486 486 486 1,048 1,048 1,247
-------- -------- --------- --------- -------- --------
$349,987 $353,649 $ 354,335 $ 457,804 $459,828 $581,367
======== ======== ========= ========= ======== ========
LIABILITIES AND
STOCKHOLDERS'
EQUITY (DEFICIT)
Current liabilities:
Current maturities of
long-term debt and
capital lease
obligations.......... $ 7,035 $ 7,035 $ 7,035 $ 13,656 $ 13,656 $ 16,935
Current portion of
deferred interest
rate swap income..... 1,458 1,458 1,458 1,017 1,017 1,017
Current maturities of
deferred notes
payable.............. 2,514 2,514 2,514 895 895 895
Accounts payable...... 18,055 18,055 18,055 26,612 26,612 37,099
Accrued expenses...... 22,263 22,263 22,311 37,647 37,647 42,540
Income tax payable.... 894 894 894 6,099 6,099 8,215
-------- -------- --------- --------- -------- --------
Total current
liabilities......... 52,219 52,219 52,267 85,926 85,926 106,701
-------- -------- --------- --------- -------- --------
Long-term debt and
capital lease
obligations............ 351,227 428,944 469,703 241,486 291,797 316,308
Deferred interest rate
swap income............ 3,881 3,881 3,881 75 75 75
Deferred notes payable.. 1,448 1,448 1,448 594 594 594
Deferred tax liability.. 20,496 13,420 13,420 23,842 17,971 20,493
Other................... 731 731 731 799 799 799
-------- -------- --------- --------- -------- --------
Total liabilities.... 430,002 500,643 541,450 352,722 397,162 444,970
-------- -------- --------- --------- -------- --------
Commitments and
contingencies (Note 13)
Stockholders' equity
(deficit):
Common stock.......... 1 1 243 1 1 443
Additional paid-in-
capital.............. 251,943 199,829 162,662 406,816 386,297 468,256
Accumulated other
comprehensive loss... -- -- -- -- -- (3,048)
Stockholder
receivables.......... -- -- (666) -- -- (104)
Accumulated deficit... (331,959) (346,824) (349,354) (301,735) (323,632) (329,150)
-------- -------- --------- --------- -------- --------
Total stockholders'
equity (deficit).... (80,015) (146,994) (187,115) 105,082 62,666 136,397
-------- -------- --------- --------- -------- --------
$349,987 $353,649 $ 354,335 $ 457,804 $459,828 $581,367
======== ======== ========= ========= ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-2
DYNAMIC DETAILS, INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
Year Ended December 31,
----------------------------
1998 1999 2000
-------- -------- --------
Net sales........................................ $174,853 $292,493 $448,357
Cost of goods sold............................... 119,288 201,368 274,659
-------- -------- --------
Gross profit................................... 55,565 91,125 173,698
Operating expenses
Sales and marketing............................ 12,801 23,609 38,713
General and administration..................... 8,442 16,135 30,426
Amortization of intangibles.................... 10,899 22,262 19,474
Restructuring and other related charges........ -- 7,000 --
Write-off of acquired in-process research and
development................................... 39,000 -- --
-------- -------- --------
Operating income (loss)........................ (15,577) 22,119 85,085
Interest expense (net)........................... 27,483 32,482 26,961
-------- -------- --------
Income (loss) before income taxes and
extraordinary loss............................ (43,060) (10,363) 58,124
Income tax benefit (expense)..................... (471) 1,884 (27,230)
-------- -------- --------
Income (loss) before extraordinary loss.......... (43,531) (8,479) 30,894
Extraordinary loss--early extinguishment of debt,
net of income tax benefit of $1,480 and $428 in
1998 and 2000, respectively..................... (2,414) -- (670)
-------- -------- --------
Net income (loss)................................ $(45,945) $ (8,479) $ 30,224
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
DDi CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
Year Ended December 31,
----------------------------
1998 1999 2000
-------- -------- --------
Net sales....................................... $174,853 $292,493 $448,357
Cost of goods sold.............................. 119,288 201,368 274,659
-------- -------- --------
Gross profit.................................. 55,565 91,125 173,698
Operating expenses
Sales and marketing........................... 12,801 23,609 38,713
General and administration.................... 8,463 16,135 30,426
Amortization of intangibles................... 10,899 22,262 19,474
Restructuring and other related charges....... -- 7,000 --
Write-off of acquired in-process research and
development.................................. 39,000 -- --
-------- -------- --------
Operating income (loss)....................... (15,598) 22,119 85,085
Interest expense (net).......................... 35,320 41,450 36,271
-------- -------- --------
Income (loss) before income taxes and
extraordinary loss........................... (50,918) (19,331) 48,814
Income tax benefit (expense).................... 2,675 5,215 (23,433)
-------- -------- --------
Income (loss) before extraordinary loss......... (48,243) (14,116) 25,381
Extraordinary loss--early extinguishment of
debt, net of income tax benefit of $1,480 and
$1,437 in 1998 and 2000, respectively.......... (2,414) -- (2,189)
-------- -------- --------
Net income (loss)............................... $(50,657) $(14,116) $ 23,192
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
DDi CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
Year Ended December 31,
----------------------------
1998 1999 2000
-------- -------- --------
Net sales........................................ $174,853 $292,493 $497,665
Cost of goods sold............................... 119,559 202,387 306,193
-------- -------- --------
Gross profit................................... 55,294 90,106 191,472
Operating expenses
Sales and marketing............................ 12,801 23,613 39,723
General and administration..................... 8,442 15,362 36,147
Amortization of intangibles.................... 10,899 22,262 22,806
Restructuring and other related charges........ -- 7,000 --
Write-off of acquired in-process research and
development................................... 39,000 -- --
-------- -------- --------
Operating income (loss)........................ (15,848) 21,869 92,796
Interest expense (net)........................... 37,416 46,717 41,225
-------- -------- --------
Income (loss) before income taxes and
extraordinary loss............................ (53,264) (24,848) 51,571
Income tax benefit (expense)..................... 3,566 7,415 (25,000)
-------- -------- --------
Income (loss) before extraordinary loss.......... (49,698) (17,433) 26,571
Extraordinary loss--early extinguishment of debt,
net of income tax benefit of $1,480 and $4,207
in 1998 and 2000, respectively.................. (2,414) -- (6,367)
-------- -------- --------
Net income (loss)................................ (52,112) (17,433) 20,204
Priority distribution due shares of Class L
common stock.................................... (6,272) (14,112) (4,356)
-------- -------- --------
Net income (loss) allocable to common stock...... $(58,384) $(31,545) $ 15,848
======== ======== ========
Income (loss) per share--basic:
Before extraordinary item....................... $ (7.36) $ (3.21) $ 0.70
Extraordinary item.............................. $ (0.32) $ -- $ (0.20)
Net income (loss)............................... $ (7.68) $ (3.21) $ 0.50
Income (loss) per share--diluted:
Before extraordinary item....................... $ (7.36) $ (3.21) $ 0.66
Extraordinary item.............................. $ (0.32) $ -- $ (0.19)
Net income (loss)............................... $ (7.68) $ (3.21) $ 0.47
- --------
Pro forma basic income per share (unaudited) ....................... $ 0.73
==========
Pro forma diluted income per share (unaudited)...................... $ 0.70
==========
Pro forma weighted average basic shares outstanding (unaudited)..... 36,243,421
==========
Pro forma weighted average diluted shares outstanding (unaudited)... 37,982,332
==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
DDi CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
Year Ended December 31,
---------------------------
1998 1999 2000
-------- -------- -------
Net income (loss)................................... $(52,112) $(17,433) $20,204
Other comprehensive loss:
Foreign currency translation adjustments.......... -- -- (3,048)
-------- -------- -------
Comprehensive income (loss)......................... $(52,112) $(17,433) $17,156
======== ======== =======
* DDi Capital and Dynamic Details do not have items which result in
comprehensive income (loss)
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
DYNAMIC DETAILS, INCORPORATED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands, except share amounts)
Common Stock Additional
------------- Paid-In Accumulated
Shares Amount Capital Deficit Total
------ ------ ---------- ----------- ---------
Balance, December 31, 1997..... 1,000 $ 1 $138,744 $(275,293) $(136,548)
Capital contribution from
parent, net................. -- -- 106,787 -- 106,787
Dividends paid............... -- -- -- (2,242) (2,242)
Net loss..................... -- -- -- (45,945) (45,945)
----- ---- -------- --------- ---------
Balance, December 31, 1998..... 1,000 1 245,531 (323,480) (77,948)
Capital contribution from
parent, net................. -- -- 6,412 -- 6,412
Net loss..................... -- -- -- (8,479) (8,479)
----- ---- -------- --------- ---------
Balance, December 31, 1999..... 1,000 1 251,943 (331,959) (80,015)
----- ---- -------- --------- ---------
Capital contribution from
parent, net................. -- -- 154,873 -- 154,873
Net income................... -- -- -- 30,224 30,224
----- ---- -------- --------- ---------
Balance, December 31, 2000..... 1,000 $ 1 $406,816 $(301,735) $ 105,082
===== ==== ======== ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
DDi CAPITAL CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands, except share amounts)
Common Stock Additional
------------- Paid-In Accumulated
Shares Amount Capital Deficit Total
------ ------ ---------- ----------- ---------
Balance, December 31, 1997..... 1,000 $ 1 $ 88,583 $(279,809) $(191,225)
Capital contribution from
parent, net................. -- -- 106,154 -- 106,154
Dividends paid............... -- -- -- (2,242) (2,242)
Net loss..................... -- -- -- (50,657) (50,657)
----- ---- -------- --------- ---------
Balance, December 31, 1998..... 1,000 1 194,737 (332,708) (137,970)
Capital contribution from
parent, net................. -- -- 5,092 -- 5,092
Net loss..................... -- -- -- (14,116) (14,116)
----- ---- -------- --------- ---------
Balance, December 31, 1999..... 1,000 1 199,829 (346,824) (146,994)
Capital contribution from
parent, net................. -- -- 186,468 -- 186,468
Net income................... -- -- -- 23,192 23,192
----- ---- -------- --------- ---------
Balance, December 31, 2000..... 1,000 $ 1 $386,297 $(323,632) $ 62,666
===== ==== ======== ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
DDi CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(In thousands, except share and per share amounts)
Accumulated
Common Stock Additional Other
----------------- Paid-In Stockholder Accumulated Comprehensive
Shares Amount Capital Receivables Deficit Loss Total
---------- ------ ---------- ----------- ----------- ------------- ---------
Balance, December 31, 1997.. 14,627,905 $146 $ 89,072 $(634) $(279,809) -- $(191,225)
Issuance of common stock in
DCI merger................ 9,188,221 92 73,154 -- -- -- 73,246
Issuance of common stock
upon exercise of stock
options................... 328,357 3 111 -- -- -- 114
Issuance of common stock... 38,153 1 215 -- -- -- 216
Accrued interest on
stockholder receivables... -- -- -- (41) -- -- (41)
Repayment of stockholder
receivables............... -- -- -- 27 -- -- 27
Net loss .................. -- -- -- -- (52,112) -- (52,112)
---------- ---- -------- ----- --------- ------- ---------
Balance, December 31, 1998.. 24,182,636 242 162,552 (648) (331,921) -- (169,775)
Issuance of common stock
upon exercise of stock
options................... 110,774 1 44 -- -- -- 45
Issuance of common stock... 9,421 -- 66 -- -- -- 66
Accrued interest on
stockholder receivables... -- -- -- (34) -- -- (34)
Repayment of stockholder
receivables............... -- -- -- 16 -- -- 16
Net loss................... -- -- -- -- (17,433) -- (17,433)
---------- ---- -------- ----- --------- ------- ---------
Balance, December 31, 1999.. 24,302,831 243 162,662 (666) (349,354) -- (187,115)
Issuance of common stock
upon exercise of stock
options................... 665,376 7 1,261 -- -- -- 1,268
Issuance of common stock in
initial public offering,
net of offering costs of
$14,977................... 12,000,000 120 152,903 -- -- -- 153,023
Issuance of common stock in
MCM acquisition........... 2,230,619 22 29,040 -- -- -- 29,062
Issuance of common stock in
follow-on offering, net of
offering costs of $7,557.. 4,608,121 46 120,848 -- -- -- 120,894
Issuance of common stock
upon exercise of
warrants.................. 451,782 5 102 -- -- -- 107
Issuance of common stock
through Employee Stock
Purchase Plan............. 69,642 -- 1,269 -- -- -- 1,269
Income tax benefit of
disqualified dispositions
of stock options.......... -- -- 171 -- -- -- 171
Foreign currency
translation adjustment.... -- -- -- -- -- (3,048) (3,048)
Accrued interest on
stockholder receivables... -- -- -- (33) -- -- (33)
Repayment, net, of
stockholder receivables... -- -- -- 595 -- -- 595
Net income................. -- -- -- -- 20,204 -- 20,204
---------- ---- -------- ----- --------- ------- ---------
Balance, December 31, 2000.. 44,328,371 $443 $468,256 $(104) $(329,150) $(3,048) $ 136,397
========== ==== ======== ===== ========= ======= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-9
DYNAMIC DETAILS, INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
------------------------------
1998 1999 2000
--------- -------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................. $ (45,945) $ (8,479) $ 30,224
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Write-off of acquired in-process research
and development............................ 39,000 -- --
Restructuring and other related charges..... -- 7,000 --
Expense allocation from Parent.............. 719 -- --
Depreciation................................ 9,212 14,413 16,690
Amortization of debt issuance costs and
discount................................... 5,689 1,963 1,770
Amortization of goodwill and intangible
assets..................................... 10,899 22,262 19,474
Amortization of deferred interest rate swap
income..................................... -- (724) (1,020)
Write-off of debt issuance costs............ -- -- 2,003
Write-off of deferred swap income........... -- -- (1,190)
Deferred income taxes....................... (419) (3,131) (6,023)
Change in operating assets and liabilities,
net of acquisitions:
(Increase) decrease in accounts receivable.. 196 (7,703) (36,368)
(Increase) decrease in inventories.......... 5 (9,813) (564)
(Increase) decrease in prepaid expenses and
other...................................... 3,622 (1,497) (883)
Increase in current income taxes............ 4,744 4,687 15,362
Increase (decrease) in accounts payable..... (3,943) 3,227 6,630
Increase (decrease) in accrued expenses..... (4,880) 2,607 15,961
--------- -------- ---------
Net cash provided by operating
activities............................... 18,899 24,812 62,066
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and leasehold
improvements................................. (15,925) (18,225) (24,016)
Merger and acquisition-related expenditures... (218) (323) --
Merger with DCI, net of cash acquired of
$2,469....................................... (178,670) -- --
Acquisition of Automata....................... -- -- (19,676)
Acquisition of Golden, net of cash acquired
of $722...................................... -- -- (12,473)
--------- -------- ---------
Net cash used in investing activities..... (194,813) (18,548) (56,165)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt...... 255,000 -- --
Payments on long-term debt.................... (106,089) (3,263) (103,995)
Net borrowings (repayments) on the revolving
credit facility.............................. 7,000 (7,000) --
Payments of debt issuance and capital costs... (7,529) -- (742)
Payments of deferred note payable............. (1,611) (2,569) (2,473)
Principal payments on capital lease
obligations.................................. (809) (1,016) (1,553)
Cash dividends paid........................... (2,242) -- --
Capital contribution from Parent, net......... 32,822 261 145,151
Payments of escrow payable to redeemed
stockholders................................. (4,100) -- (1,267)
Proceeds from (payments for) interest rate
swaps........................................ -- 6,062 (2,037)
--------- -------- ---------
Net cash provided by (used in) financing
activities............................... 172,442 (7,525) 33,084
--------- -------- ---------
Net increase (decrease) in cash and cash
equivalents................................... (3,472) (1,261) 38,985
Cash and cash equivalents, beginning of year... 5,377 1,905 644
--------- -------- ---------
Cash and cash equivalents, end of year......... $ 1,905 $ 644 $ 39,629
========= ======== =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-10
DDi CAPITAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
------------------------------
1998 1999 2000
--------- -------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................. $ (50,657) $(14,116) $ 23,192
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Write-off of acquired in-process research
and development............................ 39,000 -- --
Restructuring and other related charges..... -- 7,000 --
Expense allocation from Parent.............. 719 -- --
Depreciation................................ 9,212 14,413 16,690
Amortization of debt issuance costs and
discount................................... 13,527 10,931 11,073
Amortization of goodwill and intangible
assets..................................... 10,899 22,262 19,474
Amortization of deferred interest rate swap
income..................................... -- (724) (1,020)
Write-off of debt issuance costs............ -- -- 3,524
Write-off of deferred swap income........... -- -- (1,190)
Deferred income taxes....................... (3,565) (6,462) (10,829)
Change in operating assets and liabilities,
net of acquisitions:
(Increase) decrease in accounts receivable.. 196 (7,703) (36,368)
(Increase) decrease in inventories.......... 5 (9,813) (564)
(Increase) decrease in prepaid expenses and
other...................................... 3,642 (1,497) (883)
Increase in current income taxes............ 4,744 4,687 15,361
Increase (decrease) in accounts payable..... (3,943) 3,227 6,630
Increase (decrease) in accrued expenses..... (4,880) 2,607 15,961
--------- -------- ---------
Net cash provided by operating
activities............................... 18,899 24,812 61,051
--------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and leasehold
improvements................................. (15,925) (18,225) (24,016)
Merger and acquisition-related expenditures... (218) (323) --
Merger with DCI, net of cash acquired of
$2,469....................................... (178,670) -- --
Acquisition of Automata....................... -- -- (19,676)
Acquisition of Golden, net of cash acquired
of $722...................................... -- -- (12,473)
--------- -------- ---------
Net cash used in investing activities..... (194,813) (18,548) (56,165)
--------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt...... 255,000 -- --
Payments on long-term debt.................... (106,089) (3,263) (140,588)
Net borrowings (repayments) on the revolving
credit facility.............................. 7,000 (7,000) --
Payments of debt issuance and capital costs... (7,529) -- (742)
Payments of deferred note payable............. (1,611) (2,569) (2,473)
Principal payments on capital lease
obligations.................................. (809) (1,016) (1,553)
Cash dividends paid........................... (2,242) -- --
Capital contribution from Parent, net......... 32,822 261 182,759
Payments of escrow payable to redeemed
stockholders................................. (4,100) -- (1,267)
Proceeds from (payments for) interest rate
swaps........................................ -- 6,062 (2,037)
--------- -------- ---------
Net cash provided by (used in) financing
activities............................... 172,442 (7,525) 34,099
--------- -------- ---------
Net increase (decrease) in cash and cash
equivalents................................... (3,472) (1,261) 38,985
Cash and cash equivalents, beginning of year... 5,377 1,905 644
--------- -------- ---------
Cash and cash equivalents, end of year......... $ 1,905 $ 644 $ 39,629
========= ======== =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-11
DDi CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
-----------------------------
1998 1999 2000
--------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................. $ (52,112) $(17,433) $ 20,204
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Write-off acquired in-process research and
development................................. 39,000 -- --
Restructuring and other related charges...... -- 7,000 --
Depreciation................................. 9,212 14,413 18,730
Amortization of debt issuance costs and
discount.................................... 15,678 16,226 14,298
Amortization of goodwill and intangible
assets...................................... 10,899 22,262 22,806
Amortization of deferred interest rate swap
income...................................... -- (724) (1,020)
Write-off of debt issuance costs............. -- -- 4,165
Write-off of deferred swap income............ -- -- (1,190)
Deferred income taxes........................ (4,478) (8,892) (12,673)
Interest income on stockholder receivables... (41) (34) (33)
Change in operating assets and liabilities,
net of acquisitions:
(Increase) decrease in accounts receivable... 196 (7,703) (34,953)
(Increase) decrease in inventories........... 5 (9,813) (1,212)
(Increase) decrease in prepaid expenses and
other....................................... 2,422 (1,066) (936)
Increase in current income taxes............. 4,744 4,687 12,171
Increase (decrease) in accounts payable...... (3,943) 3,227 8,021
Increase (decrease) in accrued expenses...... (4,887) 2,662 16,453
--------- -------- --------
Net cash provided by operating activities.. 16,695 24,812 64,831
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and leasehold
improvements................................. (15,925) (18,225) (27,214)
Merger and acquisition-related expenditures... (218) (323) --
Merger with DCI, net of cash acquired of
$2,469....................................... (178,670) -- --
Acquisition of MCM, net of cash acquired of
$7,794....................................... -- -- (2,599)
Acquisition of Automata....................... -- -- (19,676)
Acquisition of Golden, net of cash acquired of
$722......................................... -- -- (12,473)
--------- -------- --------
Net cash used in investing activities...... (194,813) (18,548) (61,962)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt...... 288,425 -- --
Payments on long-term debt.................... (106,089) (3,263) (207,536)
Net borrowings (repayments) on the revolving
credit facility.............................. 7,000 (7,000) --
Payments of debt issuance and capital costs... (8,324) -- (742)
Payments of deferred note payable............. (1,611) (2,569) (2,473)
Principal payments on capital lease
obligations.................................. (809) (1,016) (1,902)
Issuance of common stock...................... 217 -- --
Payments of escrow payable to redeemed
stockholders................................. (4,100) -- (1,267)
Repayment of stockholder receivables.......... 27 16 595
Proceeds from (payments for) interest rate
swaps........................................ -- 6,062 (2,037)
Net proceeds from issuance of common stock
through initial public offering.............. -- -- 156,660
Costs incurred in connection with the issuance
of common stock through initial public
offering..................................... -- -- (3,638)
Net proceeds from issuance of common stock
through follow-on public offering............ -- -- 122,000
Costs incurred in connection with the issuance
of common stock through the follow-on public
offering..................................... -- -- (1,106)
Issuance of common stock through Employee
Stock Purchase Plan.......................... -- -- 1,270
Proceeds from exercise of stock options....... 114 45 1,375
--------- -------- --------
Net cash provided by (used in) financing
activities................................ 174,850 (7,725) 61,199
--------- -------- --------
Effect of exchange rate changes on cash....... -- -- 2,158
--------- -------- --------
Net increase (decrease) in cash and cash
equivalents............................... (3,268) (1,461) 66,226
--------- -------- --------
Cash and cash equivalents, beginning of year.... 5,377 2,109 648
--------- -------- --------
Cash and cash equivalents, end of year.......... $ 2,109 $ 648 $ 66,874
========= ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-12
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share amounts)
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
Basis of Presentation
The consolidated financial statements for DDi Corp. ("DDi Corp." f/k/a DDi
Holdings Corp.") include the accounts of its wholly-owned subsidiaries, DDi
Intermediate Holdings Corp. ("Intermediate") and its subsidiaries and DDi
Europe Limited (f/k/a MCM Electronics Limited) ("MCM"). The consolidated
financial statements for DDi Capital Corp. ("DDi Capital"), a wholly-owned
subsidiary of Intermediate, includes the accounts of its wholly-owned
subsidiaries Dynamic Details, Incorporated and its subsidiaries
("Dynamic Details"). Collectively, DDi Corp. and its subsidiaries are referred
to as the "Company".
In connection with the Recapitalization (as defined below), DDi Corp.
incorporated Dynamic Details as a wholly-owned subsidiary and contributed
substantially all of its assets, subject to certain liabilities, to Dynamic
Details. In November 1997, DDi Corp. organized DDi Capital as a wholly-owned
subsidiary, and in February 1998, contributed substantially all its assets
(including all of the shares of common stock of Dynamic Details), subject to
certain liabilities, including discount notes (as described in Note 6, the
"Capital Senior Discount Notes"), to DDi Capital. Other than the Capital
Senior Discount Notes, related debt issue costs and deferred tax balances, all
the assets and liabilities of DDi Capital are those of Dynamic Details. The
transactions above were between entities under common control, and
accordingly, the historical basis of the assets and liabilities of DDi Corp.,
DDi Capital and Dynamic Details were not affected. In addition, the
DDi Capital consolidated financial statements have been prepared as if the
contribution of DDi Corp.'s assets and liabilities to DDi Capital in exchange
for its common stock occurred in connection with the Recapitalization. In July
1998, DDi Corp. organized Intermediate as a wholly-owned subsidiary and
contributed all of the shares of common stock of DDi Capital to Intermediate.
In April 2000, DDi Corp. acquired MCM, (see Note 14) and has subsequently
combined MCM with its other European operations to form DDi Europe Limited
("DDi Europe"). DDi Europe, Dynamic Details and Dynamic Details Design, LLC, a
wholly-owned subsidiary of Intermediate formed in 1998, represent the
operating divisions of DDi Corp.
The consolidated financial statements include the accounts of DDi Corp.'s
wholly-owned subsidiaries Dynamic Circuits, Inc. ("DCI") (d/b/a Dynamic
Details, Inc.--Silicon Valley) commencing on July 23, 1998 (date of merger)
(see Note 14), MCM (d/b/a DDi Europe Limited) commencing on April 14, 2000
(date of acquisition of MCM) (see Note 14), Automata International, Inc.
("Automata") commencing on August 4, 2000, (date of the acquisition of
Automata's assets) (see Note 14) and Golden Manufacturing, Inc. ("Golden")
commencing on September 15, 2000, (date of the acquisition of Golden's assets)
(see Note 14). All intercompany transactions have been eliminated in
consolidation.
Recapitalization--On October 28, 1997, the Recapitalization of DDi Corp.
took place as follows: (i) DI Acquisition Corp. ("DIA"), a transitory merger
corporation, was capitalized with a $62.4 million investment from (a)
investment funds associated with Bain Capital, Inc. ($46.3 million), (b) Chase
Manhattan Capital, L.P. and its affiliates ("CMC") ($11.2 million) and (c)
other investors ($4.9 million); (ii) DIA, which had no operations and was
formed solely for the purpose of effecting the Recapitalization, merged with
and into DDi Corp. with DDi Corp. surviving the merger; (iii) certain
stockholders and option holders of DDi Corp. received an aggregate amount of
cash equal to approximately $184.3 million (plus future escrow payments of
approximately $8.6 million); (iv) CMC retained approximately 7.7% of the fully
diluted equity of DDi Corp. and certain other stockholders of DDi Corp.
retained approximately 2.8%, of the fully-diluted equity of DDi Corp. (in each
case after giving effect to the Recapitalization and related transactions);
(v) management retained approximately 17.1% (including certain options to
acquire shares of common stock of DDi Corp.) of the fully-diluted equity of
DDi Corp. and acquired additional shares and options to acquire additional
shares representing
F-13
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
10.4% of the fully-diluted equity of DDi Corp. (in each case after giving
effect to the Recapitalization and related transactions); (vi) the Company
obtained $140 million of bridge loans and (vii) the Company obtained
borrowings under a senior term facility of $91.4 million. The existing
shareholders prior to the Recapitalization retained in excess of 20% of the
fully diluted common stock of DDi Corp. after the Recapitalization and,
accordingly, push-down accounting was not reflected in the accompanying
consolidated financial statements as permitted by Staff Accounting Bulletin
No. 54 of the Securities and Exchange Commission. The merger of DIA referred
to above was reflected in the accompanying consolidated financial statements
as a Recapitalization and, accordingly, the historical bases of the Company's
assets and liabilities were not affected.
Reclassification--Concurrent with the closing of DDi Corp.'s initial public
offering on April 14, 2000 (see Note 18), each share of Class L common stock
was reclassified into one share of Class A common stock plus an additional
number of shares of Class A common stock (determined by dividing the
preference amount of such per share by the initial public offering price of
$14.00 per share). Class A and Class L common stock share ratably in the net
income (loss) remaining after giving effect to the 12% yield on the Class L
common stock. Each share of Class A common stock was then converted into
2.8076 shares of new common stock when DDi Corp. reincorporated in the state
of Delaware. All periods presented have been retroactively adjusted for the
effect of the reclassification and stock split.
Nature of Business
The Company is a leading provider of time-critical, technologically advanced
design, development and manufacturing services to original equipment
manufacturers and other electronics manufacturing service providers. The
Company serves over 2,000 customers, primarily in the in the
telecommunications, computer and networking industries.
2. SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents--Management defines cash and cash equivalents as
highly liquid deposits with a remaining maturity of 90 days or less. The
Company maintains cash and cash equivalents balances at certain financial
institutions in excess of amounts insured by federal agencies. Management does
not believe that as a result of this concentration it is subject to any
unusual financial risk beyond the normal risk associated with commercial
banking relationships.
Inventories--Inventories include freight-in, materials, labor and
manufacturing overhead costs and are stated at the lower of cost or market.
Cost is determined using the first-in, first-out (FIFO) method.
Property, plant and equipment--Property, plant and equipment are stated at
cost or in the case of property, plant and equipment acquired through business
combinations, at fair value based upon allocated purchase price at the
acquisition date. Depreciation is provided over the estimated useful lives of
the assets using both the straight-line and accelerated methods. For leasehold
improvements, amortization is provided over the shorter of the estimated
useful lives of the assets or the lease term and included in the caption
depreciation expense.
Debt issuance costs and debt discounts--The Company deferred certain debt
issuance costs relating to the establishment of its various debt facilities
and the issuance of its debt instruments (see Note 6). These costs are
capitalized and amortized over the expected term of the related indebtedness
using the effective interest method.
F-14
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
The Company issued the Capital Senior Discount Notes and the Intermediate
Senior Discount Notes (both as defined in Note 6) at a discount. Discounts are
reflected in the accompanying balance sheets as a reduction of face value and
are amortized over the expected term of the related indebtedness using the
effective interest method. Amortization included as interest expense for
Dynamic Details and DDi Capital amounted to approximately $7.8 million, $8.9
million and $9.2 million for the years ended December 31, 1998, 1999 and 2000,
respectively. Amortization included as interest expense for DDi Corp. amounted
to approx. $9.9 million, $14.1 million and $12.4 million for the years ended
December 31, 1998, 1999 and 2000, respectively.
Goodwill and identifiable intangibles--The Company amortizes the goodwill
recorded as a result of its merger and acquisitions on a straight-line basis
ranging from 20 years to 25 years, from the date of each transaction.
Management believes that the estimated useful lives established at the dates
of each transaction were reasonable based on the economic factors applicable
to each of the businesses. Identifiable intangibles represent assets acquired
through business combinations, and are stated at their fair values based upon
purchase price allocations as of the transaction date. At December 31, 1999
and 2000, these assets are primarily comprised of developed technologies,
customer relationships/tradenames, and assembled workforce. The developed
technology assets are being charged to income over their estimated useful
lives ranging from 5 to 10 years, using straight-line and accelerated methods
of amortization, reflective of the relative contribution of each developed
technology in periods following the acquisition date. The customer
relationships/tradenames assets are being amortized on a straight-line basis
over their estimated useful lives of 18 years. The assembled workforce assets
are being amortized on a straight-line basis over their estimated useful lives
ranging from 4 to 5 years. As of December 31, 1999 and 2000, the accumulated
amortization related to goodwill and identifiable intangibles for Dynamic
Details and DDi Capital was approximately $33.1 million and $52.6 million,
respectively. As of December 31, 1999 and 2000, the accumulated amortization
related to goodwill and identifiable intangibles for DDi Corp. was
approximately $33.1 million and $55.9 million, respectively.
Revenue recognition--The Company recognizes revenue when there is persuasive
evidence of an arrangement with the customer which states a fixed and
determinable sales price and terms, delivery of the product has occurred in
accordance with the terms of the sale and collectibility of the sale is
reasonably assured. The Company provides a normal warranty on its products and
accrues an estimated amount for this expense at the time of the sale.
Concentration of credit risk--Financial instruments which potentially expose
the Company to concentration of credit risk consist principally of trade
accounts receivable. To minimize this risk, the Company performs ongoing
credit evaluations of customers' financial condition and maintains contacts
with its customers which allows the Company to monitor current changes in
business operations so it can respond as needed; the Company, however,
generally does not require collateral. In 2000, one individual customer
accounted for 10% of Dynamic Details's net sales and 11% of DDi Corp.'s net
sales. As of December 31, 2000, one individual customer accounted for 17% of
the Company's total receivables. In 1999, no individual customer accounted for
10% or more of the Company's net sales. As of December 31, 1999, one
individual customer accounted for 10% of the Company's total receivables. On a
pro forma basis (assuming the merger with DCI occurred at the beginning of
1998) for the year ended December 31, 1998, no individual customer accounted
for 10% or more of the Company's net sales.
Environmental matters--The Company expenses environmental expenditures
related to existing conditions resulting from past or current operations and
from which no current or future benefit is discernible. Expenditures which
extend the life of the related property or mitigate or prevent future
environmental contamination are capitalized. The Company determines its
liability on a site by site basis and records a liability at the time when it
is probable and can be reasonably estimated. To date, such costs have not been
material (see Note 13).
F-15
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Income taxes--The Company records on its balance sheet deferred tax assets
and liabilities for expected future tax consequences of events that have been
recognized in different periods for financial statement purposes versus tax
return purposes. Management provides a valuation allowance for net deferred
tax assets when it is more likely than not that a portion of such net deferred
tax assets will not be recovered through future operations (see Note 12).
Subsequent to the Recapitalization, Dynamic Details and DDi Capital are
included as part of the consolidated tax return filed by DDi Corp. For
financial statement purposes, each of Dynamic Details and DDi Capital has
provided for income taxes as if it were filing separately throughout each
year.
Long-lived assets--The Company follows Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of." SFAS No. 121 requires
that long-lived assets, including goodwill, be reviewed for impairment
whenever events or circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company evaluates potential impairment by
comparing the carrying amount of the assets with the estimated undiscounted
cash flows associated with them. If an impairment exists, the Company measures
the impairment utilizing discounted cash flows.
Foreign currency translation--The Company has designated local currency as
the functional currency for its foreign subsidiaries. Accordingly, the assets
and liabilities of foreign subsidiaries are translated at the rates of
exchange at the balance sheet date. The income and expense items of these
subsidiaries are translated at average monthly rates of exchange. The
resulting translation gains and losses are included as a component of
stockholders' equity on the consolidated balance sheet. The impact of these
translation gains and losses on comprehensive income are included on the
consolidated statement of comprehensive income.
Derivative financial instruments--The Company has only limited involvement
with derivative financial instruments. As of December 31, 1998, the Company
had entered into interest rate exchange agreements ("Swap Agreements") to
reduce the risk of fluctuations in interest rates applicable to its Senior
Term Facility (see Note 6). In January 1999, the Company elected to modify the
terms of its Swap Agreements, resulting in no gain or loss. In June 1999, the
Company elected to terminate and concurrently replace its Swap Agreements (as
modified). The gain recognized from the termination of the Swap Agreements,
along with the proceeds received from the execution of the new interest rate
exchange agreements ("New Swap Agreements") is being amortized over the term
of the respective Swap Agreements using the effective interest method. In
October 2000, in connection with DDi Corp.'s follow-on public offering, the
Company elected to terminate and concurrently replace an existing interest
rate exchange agreement. The replacement of the swap agreement reduces the
notional amount hedged and the fixed rate of interest to be paid over the
effective period of January 1, 2002 through the scheduled maturity of the
senior term loans in April 2005. The Company paid $2.0 million to terminate
the existing swap agreement. Such payment is being amortized into interest
expense as a yield adjustment. Amounts to be paid to/(received from)
counterparties under its interest rate exchange agreements are reflected as
increases/ (decreases) to periodic interest expense (see Note 8).
Stock options--The Company has adopted SFAS No. 123, "Accounting for Stock-
Based Compensation," which establishes a fair value based method of accounting
for compensation cost related to stock option plans and other forms of stock-
based compensation plans. The Company has elected to provide the pro forma
disclosures as if the fair value based method had been applied. In accordance
with SFAS No. 123, the Company applies the intrinsic value based method of
accounting defined under Accounting Principles Board Opinion No. 25 ("APB
Opinion No. 25"), and accordingly, does not recognize compensation expense for
its plans to the extent employee options are issued at exercise prices equal
to or greater than the fair market value at the date of grant.
F-16
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Use of estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and their reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Basic and diluted earnings per share--The Company has adopted the provisions
of SFAS No. 128 "Earnings Per Share," which requires the Company to report
both basic net income (loss) per share, which is based on the weighted average
number of common shares outstanding, excluding contingently issuable shares
such as the Class L common stock that were contingently convertible into
common stock upon certain events, and diluted net income (loss) per share,
which is based on the weighted average number of common shares outstanding and
dilutive potential common shares outstanding.
Prior to the initial public offering (see Note 1 and Note 18), the Company
had two classes of common stock, Class A common stock ("Class A common") and
Class L common stock ("Class L common"). Class L common was identical to Class
A common, except that each share of Class L common was entitled to a
preferential payment upon any distribution by the Company equal to the
original cost of such share ($364.09) plus an amount which accrues from the
original issuance date on a daily basis at 12% per annum, compounded
quarterly. After payment of this preference amount, each share of Class A
common and Class L common would then share equally in all distributions.
There were 396,153 and 396,330 Class L common shares issued and outstanding
at December 31, 1998 and 1999, respectively. The stated values for Class L
common was $147,157 and $147,216 at December 31, 1998 and 1999, respectively.
The Class L common liquidation preference was $159,024 and $179,996 at
December 31, 1998 and 1999, respectively.
The following is a reconciliation of the numerator and denominator used in
the primary and diluted income (loss) per share calculation:
Year Ended December 31,
--------------------------------
1998 1999 2000
--------- --------- ----------
Numerator:
Income (loss) before extraordinary item.. $ (49,698) $ (17,433) $ 26,571
Priority distribution due shares of Class
L common stock.......................... (6,272) (14,112) (4,356)
--------- --------- ----------
Income (loss) allocable to common stock.. (55,970) (31,545) 22,215
Extraordinary item....................... (2,414) -- (6,367)
--------- --------- ----------
Net income (loss) allocable to common
stock................................... $ (58,384) $ (31,545) $ 15,848
========= ========= ==========
Denominator:
Weighted average shares of common stock
outstanding (basic)..................... 7,607,024 9,831,042 31,781,536
Dilutive potential common shares:
Stock options and warrants............... -- -- 1,738,911
--------- --------- ----------
Shares used in computing diluted income
(loss) per share........................ 7,607,024 9,831,042 33,520,447
========= ========= ==========
As a result of the loss before extraordinary item, after deducting priority
distributions of Class L common stock, incurred during the years ended
December 31, 1998 and 1999 all potential common shares were anti-dilutive and
excluded from the diluted net loss per share calculation for those periods.
F-17
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Pro forma net income per share (unaudited)--Pro forma basic and diluted net
income per share for the year ended December 31, 2000 have been calculated
based on the net income applicable to common stock assuming the
reclassification of DDi Corp.'s Class A and L common stock (see Note 1), which
occurred immediately prior to the completion of the initial public offering
(see Note 18), had occurred at the beginning of the period.
Segment Reporting--The Company has adopted the provisions of SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." SFAS
No. 131 established standards for reporting information about operating
segments in annual financial statements and requires selected information
about operating segments in interim financial reports issued to stockholders.
It also established standards for related disclosures about products and
services, geographic areas and major customers. Operating segments are defined
as components of an enterprise that engages in business activities from which
it may earn revenues and incur expenses whose separate financial information
is available and is evaluated regularly by the Company's chief operating
decision makers, or decision making group, to perform resource allocations and
performance assessments.
The Company's chief operating decision makers are the Chairman and Chief
Executive Officer. Based on the evaluation of the Company's financial
information, management believes that the Company operates in one reportable
segment which designs, develops, manufactures, assembles and tests complex
printed circuit boards, back panels and related electronic products. The
Company operates in two geographical areas, domestic (U.S.A.) and
international. Revenues are attributed to the country to which the product is
sold. Revenues by product and service are not reported as it is impracticable
to do so. During the year ended December 31, 2000 there were no material
assets or revenues from any individual foreign country.
The following summarizes financial information by geographic area for DDi
Corp.:
Year ended December 31,
--------------------------
1998 1999 2000
-------- -------- --------
Net sales:
Domestic........................................ $163,393 $275,406 $408,151
Europe.......................................... 4,363 9,161 67,503
Other........................................... 7,097 7,926 22,011
-------- -------- --------
Total......................................... $174,853 $292,493 $497,665
======== ======== ========
Net sales by geographic area for DDi Capital and Dynamic Details for the
years ended December 31, 1998, 1999 and 2000 are the same except the sales to
Europe were $18,195 for the year ended December 31, 2000.
Year ended
December 31,
-----------------
1999 2000
-------- --------
Long-lived assets:
Domestic................................................. $282,990 $290,582
International............................................ -- 76,064
-------- --------
Total.................................................. $282,990 $366,646
======== ========
Long-lived assets for DDi Capital and Dynamic Details for the years ended
December 31, 1999 and 2000 consist only of the domestic long-lived assets.
Reclassifications--Certain prior year amounts have been reclassified to
conform with the 2000 presentation.
F-18
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Recently issued accounting standards--In June 1998, the FASB issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
133 establishes accounting and reporting standards for derivative instruments
and hedging activities. It requires that an entity recognize all derivatives
as either assets or liabilities in the statement of financial position and
measure those instruments at fair value. SFAS No. 137, issued by the FASB in
July 1999, establishes a new effective date for SFAS No. 133. This statement,
as amended by SFAS No. 137, is effective for all fiscal quarters of fiscal
years beginning after June 15, 2000 and is therefore effective for the Company
beginning with its fiscal quarter ending March 31, 2001. In June 2000, the
FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and
Hedging Activities--an amendment of FASB Statement No. 133." SFAS No. 138
addresses a limited number of issues causing implementation difficulties for
SFAS No. 133. SFAS No. 138 is required to be adopted concurrently with SFAS
No. 133 and is therefore effective for the Company beginning with its fiscal
quarter ending March 31, 2001. Based upon the nature of the financial
instruments and hedging activities in effect as of December 31, 2000, this
pronouncement would require the Company to reflect the fair value of its
derivative instruments (see Note 8) on the consolidated balance sheet. The
initial difference between book value and fair value in these instruments at
the date of adoption (January 1, 2001) will be reported as a cumulative-
effect-type adjustment to accumulated other comprehensive income. Thereafter,
changes in fair value of these instruments will be reflected as a component of
comprehensive income.
3. ACCOUNTS RECEIVABLE
Accounts receivable, net consist of the following:
Dynamic Details
and DDi Capital DDi Corp.
------------------------- -------------------------
December 31, December 31, December 31, December 31,
1999 2000 1999 2000
------------ ------------ ------------ ------------
Accounts receivable..... $44,358 $ 99,734 $44,358 $112,705
Less: Allowance for
doubtful accounts...... (1,584) (11,874) (1,584) (12,877)
------- -------- ------- --------
$42,774 $ 87,860 $42,774 $ 99,828
======= ======== ======= ========
4. INVENTORIES
Inventories consist of the following:
Dynamic Details and
DDi Capital DDi Corp.
------------------------- -------------------------
December 31, December 31, December 31, December 31,
1999 2000 1999 2000
------------ ------------ ------------ ------------
Raw materials............ $11,828 $ 9,970 $11,828 $12,561
Work-in-process.......... 5,601 12,117 5,601 14,667
Finished goods........... 2,780 2,737 2,780 3,062
------- ------- ------- -------
$20,209 $24,824 $20,209 $30,290
======= ======= ======= =======
F-19
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
Dynamic Details and
DDi Capital DDi Corp.
------------------------- -------------------------
December 31, December 31, December 31, December 31,
1999 2000 1999 2000
------------ ------------ ------------ ------------
Buildings and leasehold
improvements........... $ 18,245 $ 18,497 $ 18,245 $ 20,644
Machinery and
equipment.............. 73,092 101,141 73,092 120,253
Office furniture and
equipment.............. 11,538 16,179 11,538 19,535
Vehicles................ 250 334 250 1,157
Land.................... 2,235 2,235 2,235 2,235
Deposits on equipment... 3,902 2,336 3,902 2,390
-------- -------- -------- --------
109,262 140,722 109,262 166,214
Less: Accumulated
depreciation........... (46,053) (59,794) (46,053) (73,488)
-------- -------- -------- --------
$ 63,209 $ 80,928 $ 63,209 $ 92,726
======== ======== ======== ========
The depreciable lives assigned to buildings are 30-40 years. Existing
leasehold improvements are depreciated over 7-15 years. Machinery, office
furniture, equipment and vehicles are each depreciated over 3-7 years.
Deposits are not depreciated as the related asset has not been placed into
service.
Buildings and leasehold improvements include capital leases of approximately
$5.1 million with related accumulated depreciation of $2.0 million and $2.5
million at December 31, 1999 and 2000, respectively. Dynamic Details and DDi
Capital machinery and equipment includes capital leases of approximately $4.2
million and $6.5 million, with related accumulated depreciation of $1.6
million and $2.3 million at December 31, 1999 and 2000, respectively. DDi
Corp. machinery and equipment includes capital leases of approximately
$4.2 million and $7.2 million, with related accumulated depreciation of $1.6
million and $2.8 million at December 31, 1999 and 2000, respectively.
F-20
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
6. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS
Long-term debt and capital lease obligations consist of the following:
December 31, 1999 December 31, 2000
----------------------------- ----------------------------
Dynamic DDi DDi Dynamic DDi DDi
Details Capital Corp. Details Capital Corp.
--------- -------- -------- -------- -------- --------
Senior Term Facility.... $ 251,738 $251,738 $251,738 $147,743 $147,743 $147,743
10.0% Senior
Subordinated Notes..... 100,000 100,000 100,000 100,000 100,000 100,000
12.5% Capital Senior
Discount Notes, face
amount of $110,000 and
$63,000 at December 31,
1999 and 2000,
respectively, net of
unamortized discount of
$32,283 and $12,689 at
December 31, 1999 and
2000, respectively..... -- 77,717 77,717 -- 50,311 50,311
13.5% Intermediate
Senior Discount Notes,
face amount $66,810 net
of unamortized discount
of $26,051 at December
31, 1999............... -- -- 40,759 -- -- --
DDi Europe Facilities
Agreement.............. -- -- -- -- -- 27,249
Capital lease
obligations............ 6,524 6,524 6,524 7,399 7,399 7,940
--------- -------- -------- -------- -------- --------
358,262 435,979 476,738 255,142 305,453 333,243
Less: current
maturities............. (7,035) (7,035) (7,035) (13,656) (13,656) (16,935)
--------- -------- -------- -------- -------- --------
$ 351,227 $428,944 $469,703 $241,486 $291,797 $316,308
========= ======== ======== ======== ======== ========
Senior Credit Facility
In connection with the merger with DCI (see Note 14), Dynamic Details
entered into an agreement with a co-syndication of banks, including Chase
Manhattan Bank, N.A. and Bankers Trust Company. Borrowings under this
agreement consist of the Senior Term Facility and the Revolving Credit
Facility (collectively, the "Senior Credit Facility"). Under the terms of this
agreement, Dynamic Details must comply with certain restrictive covenants,
which include the requirement that Dynamic Details meet certain financial
tests. In addition, Dynamic Details is restricted from making certain
payments, including dividend payments to its stockholders. The Senior Credit
Facility is jointly and severally guaranteed by Intermediate and DDi Capital,
and is collateralized by a pledge of substantially all of the capital stock of
Dynamic Details and certain of its subsidiaries. The Senior Credit Facility
expires in April 2005.
Senior Term Facility
Under the Senior Term Facility, $255.0 million ($105.0 million under Tranche
A and $150.0 million under Tranche B) was advanced to Dynamic Details in
connection with the merger with DCI (see Note 14) on July 23, 1998. Scheduled
principal and interest payments are due quarterly beginning June 30, 1999
(other than with respect to the last installment, which is due on July 22,
2004 and April 22, 2005 for Tranche A and Tranche B, respectively). Borrowings
under the Senior Term Facility bear interest at a floating rate at the
Company's option at a rate equal to either (1) 2.25%, for Tranche A, and
3.00%, for Tranche B, per annum plus the applicable LIBOR rate or (2) 1.25%,
for Tranche A, and 1.50%, for Tranche B, per annum plus the higher of (a) the
applicable prime lending rate of The Chase Manhattan Bank (9.5% at December
31, 2000) or (b) the federal reserve reported overnight funds rate plus 1/2 of
1% per annum (the "Index Rate"). The applicable margin of 2.25% for Tranche A
is subject to reduction in accordance with an agreed upon pricing grid based
on decreases in the Company's consolidated leverage ratio, defined as
consolidated total debt to consolidated
F-21
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
EBITDA (earnings before net interest expense, income taxes, depreciation,
amortization and extraordinary or non-recurring expenses). As of December 31,
2000, the Company elected the LIBOR rate (6.6% at December 31, 2000), reset
monthly.
In April 2000, the Company used a portion of the proceeds from DDi Corp.'s
initial public offering (see Note 18) to repay $100.0 million of the Senior
Term Facility. The balance at December 31, 1999 and 2000 was $251.7 million
and $147.7 million, respectively.
Revolving Credit Facility
Dynamic Details also has a $45.0 million Revolving Credit Facility for
revolving credit loans, letters of credit and swing line loans which expires
on July 22, 2004. Advances under the Revolving Credit Facility bear interest
at the Company's option at a rate equal to either (1) 2.25% per annum plus the
applicable LIBOR rate or (2) 1.25% per annum plus the Index Rate. In addition,
Dynamic Details is required to pay a fee of 1/2 of 1% per annum on the average
unused commitment under the Revolving Credit Facility. At December 31, 1999
and 2000, Dynamic Details had no borrowings outstanding on this Revolving
Credit Facility and had $0.7 million reserved against the Revolving Credit
Facility for a letter of credit. As of December 31, 2000, the Company elected
the LIBOR rate (6.6% at December 31, 2000), reset monthly.
Uncommited Incremental Borrowing Facility
In October 2000, concurrent with the closing of DDi Corp.'s follow on
offering (see Note 18), the Company entered into an amendment to the Senior
Credit Facility, which made available a $30.0 million uncommited incremental
borrowing facility.
Senior Subordinated Notes
Subsequent to the Recapitalization, on November 18, 1997, Dynamic Details
issued $100 million of Senior Subordinated Notes. The Senior Subordinated
Notes bear interest at 10% per annum, payable semi-annually in arrears on each
May 15 and November 15 of each year, through the maturity date on November 15,
2005.
Except as described below, Dynamic Details may not redeem the Senior
Subordinated Notes prior to November 15, 2001. On or after November 15, 2001,
the Senior Subordinated Notes may be redeemed at the option of Dynamic
Details, in whole or in part from time to time, at redemption prices ranging
from 105% of principal amount in the year ended November 15, 2001 to 100% of
principal amount subsequent to November 15, 2004, plus accrued and unpaid
interest.
The Senior Subordinated Notes are guaranteed, on a senior subordinated
basis, jointly and severally, by DDi Capital and its wholly-owned subsidiaries
(the "Guarantors"). The Senior Subordinated Note indenture also contains
covenants that restrict the Guarantors from incurring additional indebtedness
and from making certain payments, including dividend payments to its
stockholders.
Capital Senior Discount Notes
In 1997, subsequent to the Recapitalization, DDi Capital issued $110.0
million face amount at maturity (net proceeds of $60.1 million) of senior
discount notes ("Capital Senior Discount Notes"), and DDi Capital later
succeeded to DDi Corp. obligations under the Capital Senior Discount Notes.
The Capital Senior Discount Notes are unsecured, senior obligations and will
be effectively subordinated to all future indebtedness and liabilities of
F-22
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
DDi Capital's subsidiaries. The Capital Senior Discount Notes begin bearing
cash interest of 12.5% at November 15, 2002, payable each May 15 and November
15 in arrears, through the maturity date of November 15, 2007.
Except as described below, DDi Capital may not redeem the Capital Senior
Discount Notes prior to November 15, 2002. On or after November 15, 2002, the
Capital Senior Discount Notes may be redeemed at the option of DDi Capital, in
whole or in part from time to time, at redemption prices ranging from 106.25%
of accreted principal amount in the year ended November 15, 2002 to 100% of
accreted principal amount subsequent to November 15, 2005, plus accrued and
unpaid interest.
The Capital Senior Discount Note indenture also contains covenants that
restrict the Company from incurring additional indebtedness and from making
certain payments, including dividend payments to its stockholders.
The Company repurchased a portion of the Capital Senior Discount Notes with
an aggregate principal amount at maturity of $47.0 million with a portion of
the proceeds from DDi Corp.'s October 2000 follow-on public offering (see Note
18). The balance at December 31, 1999 and 2000 was $77.7 million and
$50.3 million, respectively.
Intermediate Senior Discount Notes
In July 1998, Intermediate issued senior discount notes ("Intermediate
Senior Discount Notes") in conjunction with the merger to DCI (see Note 14),
the proceeds of which amounted to approximately $33 million and were
contributed through DDi Capital to Dynamic Details. These notes accrete in
value at a rate of 13.5%, compounded semi-annually and have a stated maturity
of June 30, 2008. These notes have a stated principal at maturity of
approximately $66.8 million. These notes were redeemed in full with the
proceeds from DDi Corp.'s April 2000 initial public offering and DDi Corp.'s
October 2000 follow-on public offering (see Note 18).
DDi Europe Facilities Agreement
In connection with the acquisition of MCM (see Note 14), the Company assumed
MCM's remaining outstanding indebtedness under a facilities agreement dated
May 27, 1999 between MCM and the Governor of the Bank of Scotland as arranger,
agent, security trustee, term loan bank and working capital bank ("the DDi
Europe Facilities Agreement"). The DDi Europe Facilities Agreement consists of
(1) a Tranche A term loan facility of approximately $26 million; (2) a Tranche
B term loan facility of approximately $4 million; (3) a Tranche C term loan
facility of up to an aggregate principal amount of approximately $5 million;
and (4) a working capital facility of up an aggregate maximum principal amount
of approximately $6 million.
The DDi Europe Facilities Agreement expires on June 30, 2007 and requires
DDi Europe to meet financial ratios and to comply with other restrictive
covenants. All the assets of DDi Europe are pledged as collateral under the
DDi Europe facilities agreement.
The Tranche A term loan facility is repayable in increasing quarterly
installments beginning in June 2000 with the final payment payable in
September 2006. The Tranche B term loan facility is repayable in full in
June 2007. The Tranche C term loan facility is repayable in annual
installments between March 2001 and March 2006. The working capital facility
is available until July 2002.
Borrowings under the facilities bear interest at varying rates, comprising
LIBOR at the dates of commencement of the relevant quarterly interest period
plus a margin of 2.06% for Tranche A, 3.56% for Tranche B, and 2.06% for
Tranche C and 2.06% for the working capital facility. Interest payments are
due quarterly.
F-23
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
The DDi Europe Facilities Agreement requires payments of non-utilization
fees on the average unused portion of each of the facilities.
Debt Issuance Costs
In connection with obtaining the Senior Subordinated Notes and Senior Credit
Facility, Dynamic Details incurred approximately $12.8 million in fees which
have been capitalized as debt issuance costs. In connection with the
amendments made to the Senior Credit Facility during 2000, to allow for the
use of proceeds pursuant to DDi Corp.'s public offerings (see Note 18),
Dynamic Details incurred approximately $1.5 million in fees which have also
been capitalized as debt issuance costs. Additionally, in connection with the
issuance of the Capital Senior Discount Notes, DDi Capital incurred
approximately $3.7 million in debt issuance costs and in connection with the
issuance of the Intermediate Discount Notes, Intermediate incurred
approximately $0.8 million in debt issuance costs. Accumulated amortization as
of December 31, 1999 and 2000 for Dynamic Details was approximately
$3.3 million and $5.1 million, respectively, for DDi Capital was approximately
$3.4 million and $5.2 million, respectively, and for DDi Corp. was
approximately $3.5 million and $5.2 million, respectively. During 1998,
certain debt was retired and the net carrying amount of the related debt
issuance costs were written off, resulting in an extraordinary loss of $2.4
million, net of related income taxes of $1.5 million. During 2000, certain
debt was retired and the net carrying amount of the related debt issuance
costs were written off, resulting in an extraordinary loss of $670 (net of
related income taxes of $428) for Dynamic Details, an extraordinary loss of
$2,189 (net of related income taxes of $1,437) for DDi Capital and an
extraordinary loss of $6,367 (net of related income taxes of $4,207) for DDi
Corp.
Change of Control
Upon a change in control, as defined in the Senior Subordinated Note and the
Capital Senior Discount Note indentures, Dynamic Details or DDi Capital may
redeem the Senior Subordinated Notes or the Capital Senior Discount Notes,
respectively, in whole, but not in part, before November 15, 2002 at 100% of
principal in the case of the Senior Subordinated Notes, or 100% of the
accreted value in the case of the Capital Senior Discount Notes, plus the
applicable premium, as defined in the Senior Subordinated Note and the Capital
Senior Discount Note indentures, and accrued and unpaid interest as of the
date of redemption. In the event the Company does not elect to redeem the
notes prior to such date, each holder of the Subordinated Notes and Capital
Senior Discount Notes may require Dynamic Details or DDi Capital,
respectively, to repurchase all or a portion of such holder's notes at a cash
purchase price equal to 101% of the principal amount or the accreted value,
plus accrued and unpaid interest if any, to the date of repurchase. The Senior
Credit Facility provides that the occurrence of such a change in control
constitutes an event of default, which could require the immediate repayment
of Senior Credit Facility.
F-24
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Future Payments
As of December 31, 2000, the scheduled future annual principal payments of
long-term debt, excluding capital lease obligations (see Note 10), are as
follows:
Dynamic DDi
Details DDi Capital Corp.
-------- ----------- --------
Year Ending December 31,
2001....................................... $ 11,924 $ 11,924 $ 14,910
2002....................................... 15,552 15,552 19,098
2003....................................... 19,338 19,338 23,071
2004....................................... 43,410 43,410 47,425
2005....................................... 57,519 57,519 61,628
Thereafter................................... 100,000 163,000 171,860
-------- -------- --------
$247,743 $310,743 $337,992
======== ======== ========
7. ACCRUED EXPENSES
Accrued expenses consist of the following:
Dynamic Details and
DDI Capital DDi Corp.
------------------------- -------------------------
December 31, December 31, December 31, December 31,
1999 2000 1999 2000
------------ ------------ ------------ ------------
Accrued salaries and
related benefits....... $ 7,347 $21,512 $ 7,347 $21,470
Accrued interest
payable................ 1,307 1,319 1,307 1,319
Accrued restructuring
charges................ 2,600 475 2,600 475
Other accrued expenses.. 7,109 11,708 7,157 16,643
Escrow payable to
redeemed stockholders.. 3,900 2,633 3,900 2,633
------- ------- ------- -------
$22,263 $37,647 $22,311 $42,540
======= ======= ======= =======
8. DERIVATIVES
Pursuant to its interest rate risk management strategy and to certain
requirements imposed by the Company's Senior Credit Facility (see Note 6), the
Company entered into two interest rate exchange agreements ("Swap
Agreements"), effective October 1, 1998. Together these agreements represented
an effective cash flow hedge of the variable rate of interest (1-month LIBOR)
paid under the Senior Term Facility, minimizing exposure to increases in
interest rates related to this debt over its scheduled term. Under the Swap
Agreements, the Company received a variable rate of interest (1-month LIBOR)
and paid a fixed rate of interest (blended annual rate of 5.27%). These rates
were applied to a notional amount ($255.0 million from October 1 through
December 31, 1998) which decreases at such times, and in such amounts, as to
conform with the principal outstanding under the Senior Term Facility through
its scheduled maturity in 2005. In January 1999, the Company and each
counterparty agreed to modify certain features of the Swap Agreements. In
return for a reduction in the blended fixed rate of interest paid by the
Company (to 4.96% per annum), the counterparties were granted the option to
terminate their respective agreements on January 31, 2002.
In June 1999, the Company elected to terminate and concurrently replace the
Swap Agreements. The Company received cash proceeds of approximately $6.1
million from these transactions which is being
F-25
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
recognized as a reduction to interest expense. Of this amount, approximately
$5.6 million represents the gain from the termination of the Swap Agreements
and is therefore being amortized through January 2002, the original scheduled
maturity of the Swap Agreements. The remaining $0.5 million represents
proceeds from the execution of the new interest rate exchange agreements ("New
Swap Agreements") and is being amortized into interest expense using the
effective interest method through April 2005, over the term of the New Swap
Agreements. It is anticipated that the impact of this amortization will not
materially affect interest expense in any period.
The New Swap Agreements represent an effective cash flow hedge, consistent
with the nature of the Swap Agreements. Under the terms of the New Swap
Agreements, the Company pays a maximum annual rate of interest applied to a
notional amount equal to the principal balance of the Senior Term Facility for
the period June 30, 1999 through August 31, 2001. During this period, the
Company's maximum annual rate is 5.65% for a given month, unless 1-month LIBOR
for that month equals or exceeds 7.00%, in which case the Company pays 7.00%
for that month. From September 1, 2001 through the scheduled maturity of the
Senior Term Facility in 2005, the Company pays a fixed annual rate of 7.35%
applied to a notional amount equal to 50% of the principal balance of the
Senior Term Facility during that period.
As a result of the termination and replacement of the Swap Agreements, the
maximum rate of interest to be paid has increased through January 31, 2002.
The New Swap Agreements, however, provide the Company with greater protection
against increases in interest rates from January 31, 2002 through the maturity
of the Senior Term Facility in 2005, since the New Swap Agreements do not
contain an option, which was available to the counterparties of the Swap
Agreements, to terminate the agreements on January 31, 2002.
In April 2000, due to the repayment of a portion of the principal of the
Senior Term Facility funded from the proceeds of the initial public offering
(see Note 18), the Company modified the New Swap Agreements. Under the terms
of the modified New Swap Agreements, the application of the interest rate caps
of 5.65% and 7.00% has been extended until December 31, 2001 (from August 31,
2001) and the notional amount of the swap through December 31, 2001 was
reduced in proportion to the reduction in Senior Term Facility principal so
that it is applied to 100% of the principal balance. The interest rate cap of
5.65%, however, is only effective through December 31, 2000 when it becomes
5.75% effective January 1, 2001 through the end of the swap term on December
31, 2001. In addition, the application of the fixed annual rate of 7.35% has
been deferred until January 1, 2002 (from September 1, 2001).
In October 2000, in connection with DDi Corp.'s follow on public offering
(see Note 18), the Company elected to terminate and concurrently replace an
existing interest rate exchange agreement under the New Swap Agreements. The
replacement of this agreement reduces the notional amount hedged to 50% and
reduces the fixed rate of interest to be paid over the effective period of
January 1, 2002 through the scheduled maturity of the senior term loans in
April 2005 to 6.58%. The Company paid $2.0 million to terminate the existing
swap agreement. Such payment will be amortized into interest expense as a
yield adjustment. Amounts to be paid to/(received from) counterparties under
its interest rate exchange agreements are reflected as increases/ (decreases)
to periodic interest expense.
Counterparty risk is limited to amounts to be reflected in the Company's
consolidated balance sheet. This risk is minimized and is expected to be
immaterial to the Company's consolidated results of operations as the New Swap
Agreements provide for monthly settlement of the net interest owing. Further,
each counterparty to the New Swap Agreements carries at least a "single-A"
credit rating. The impact of the interest rate exchange agreements on the
Company's interest expense was not material.
F-26
DDI CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
MCM entered into an interest rate swap agreement ("DDi Europe Swap
Agreement") effective January 12, 2000 which represents an effective cash flow
hedge of the variable rate of interest (3-month LIBOR) paid under the DDi
Europe Facilities Agreement, minimizing exposure to increases in interest
rates related to this debt over the scheduled term of the DDi Europe Swap
Agreement through September 2002. Under the DDi Europe Swap Agreement, DDi
Europe pays a fixed rate of interest at an annual rate of 6.92%. This rate is
applied to fixed amounts of debt per the agreement, which approximate 93% of
the outstanding balance at December 31, 2000.
9. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of financial instruments including cash, accounts receivable,
accounts payable, accrued liabilities and variable rate debt approximate book
value as of December 31, 1999 and 2000. As of December 31, 1999 and 2000, the
fair value of the Company's Senior Subordinated Notes, Capital Senior Discount
Notes, New Swap Agreements and DDi Europe Swap Agreement were different from
their carrying values. The fair values of the Company's Senior Subordinated
Notes and Capital Senior Discount Notes are estimated based on their quoted
market prices. The fair value of the Company's swap agreements as of December
31, 1999 and 2000 is based on the difference between the Company's interest
rate as determined by the New Swap Agreements and DDi Europe Swap Agreement
and the market interest rate for swaps with the same contractual terms as of
December 31, 1999 and 2000, respectively.
The estimated fair values of the Company's financial instruments are as
follows:
DDi Capital and DDi Capital and
Dynamic Details DDi Corp. Dynamic Details DDi Corp.
December 31, 1999 December 31, 1999 December 31, 2000 December 31, 2000
----------------- ----------------- ----------------- -----------------
Carrying Fair Carrying Fair Carrying Fair Carrying Fair
Amount Value Amount Value Amount Value Amount Value
-------- -------- -------- -------- -------- -------- -------- --------
Variable rate debt:
Revolving Credit
Facility.............. $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Senior Term Facility... $251,738 $251,738 $251,738 $251,738 $147,743 $147,743 $147,743 $147,743
DDi Europe Facilities
Agreement............. $ -- $ -- $ -- $ -- $ -- $ -- $ 27,249 $ 27,249
Fixed rate debt:
10% Senior Subordinated
Notes................. $100,000 $ 92,500 $100,000 $ 92,500 $100,000 $ 92,000 $100,000 $ 92,000
Capital Senior Discount
Notes................. $ 77,717 $ 57,200 $ 77,717 $ 57,200 $ 50,311 $ 49,140 $ 50,311 $ 49,140
Intermediate Senior
Discount Notes........ $ -- $ -- $ 40,759 $ 43,408 $ -- $ -- $ -- $ --
New Swap Agreements.... $ -- $ 1,346 $ -- $ 1,346 $ -- $ (627) $ -- $ (627)
DDi Europe Swap
Agreement............. $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ (523)
10. CAPITAL LEASE OBLIGATIONS
Dynamic Details and DDi Capital lease certain facilities and equipment under
capital lease obligations bearing implicit interest rates ranging from 8% to
12%. The terms of the leases require monthly payments of approximately $213
including interest at December 31, 2000. Certain leases contain an option for
an additional term at the end of the initial term and an option to purchase
the facilities and equipment at their fair values at the end of the initial
term and at the end of the second term. DDi Corp. leases certain facilities
and equipment under capital lease obligations bearing implicit interest rates
ranging from 8% to 13%. The terms of the leases require monthly payments of
approximately $250 including interest at December 31, 2000. Certain leases
contain an option for an additional term at the end of the initial term and an
option to purchase the facilities and equipment at their fair values at the
end of the initial term and at the end of the second term.
F-27
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Future Payments
Aggregate annual maturities of capital lease obligations (for periods
subsequent to December 31, 2000) are as follows:
Dynamic Details & DDi Capital DDi Corp.
------------------------------------------ ------------------------------------------
Present Present
Less Amounts Value of Net Less Amounts Value of Net
Total Minimum Representing Minimum Total Minimum Representing Minimum
Lease Payments Interest Lease Payments Lease Payments Interest Lease Payments
-------------- ------------ -------------- -------------- ------------ --------------
Year ending December 31,
2001................... $2,535 $ 802 $1,733 $ 2,834 $ 808 $2,026
2002................... 2,169 635 1,534 2,394 637 1,757
2003................... 1,931 473 1,458 1,956 473 1,483
2004................... 1,705 317 1,388 1,705 317 1,388
2005................... 1,447 161 1,286 1,447 161 1,286
------ ------ ------ ------- ------ ------
$9,787 $2,388 $7,399 $10,336 $2,396 $7,940
====== ====== ====== ======= ====== ======
11. STOCKHOLDERS' EQUITY
Common Stock Warrants
As part of the financing associated with the Recapitalization, warrants were
granted to affiliates of The Chase Manhattan Bank to purchase 447,174 shares
of common stock of DDi Corp. In connection with the initial public offering
(see Note 18), these affiliates of The Chase Manhattan Bank received 447,123
shares of common stock through a cashless exercise of their outstanding
warrants. A fair value of $3,420 was ascribed to the warrants and recorded as
a debt discount. In connection with the initial public offering, these
warrants were exercised.
In connection with the DCI Merger (see Note 14), warrants were granted to
purchase 195,406 shares of common stock at $21.79 per share. As of December
31, 2000, 4,659 shares were exercised, leaving 190,747 outstanding. Such
warrants are exercisable through July 22, 2008.
Common Stock
At December 31, 1999 and 2000, DDi and DDi Capital had 100 and 1,000 shares,
respectively, of $0.01 par value common stock, authorized, issued and
outstanding. DDi Corp. had 75,000,000 shares authorized, 24,302,831 and
44,328,371 shares of $0.01 par value common stock issued and outstanding at
December 31, 1999 and 2000, respectively.
Stock Options
Prior to the Recapitalization, the Company had two stock option plans, the
1996 Performance Stock Option Plan (the "1996 Stock Option Plan") and the 1996
Employee Stock Option Plan (the "1996 Employee Plan") together the "1996
Option Plans." The term of the options under these plans is ten years from the
date of grant. The options under these plans were fully vested as of December
31, 2000. During 1998 and 1999 there were no grants, exercises, forfeitures,
or expirations of options under either the 1996 Stock Option Plan or the
1996 Employee Plan. During 2000, there were no grants or forfeitures under
both plans and 256,273 shares were exercised, leaving 274,566 vested shares
outstanding at December 31, 2000. As of December 31, 2000, the options
outstanding under both of these plans had remaining weighted-average
contractual terms of approximately six years.
F-28
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
In 1997, DDi Corp. adopted its 1997 Details, Inc. Equity Incentive Plan (the
"1997 Employee Stock Option Plan"), authorizing the grant of options to
certain management of the Company to purchase 659,786 shares of common stock.
The term of the options under this plan is ten years from the date of grant.
Options granted under this plan vest in equal monthly amounts over four years,
with immediate vesting upon a change in control or sale of all of the assets
of the Company. Of the total shares authorized under the plan, options to
purchase half of the shares (329,893) have an exercise price of $1.78 ("$1.78
Options"), with the other half having an exercise price of $21.79 ("$21.79
Options"). For all options granted under this plan, the exercise prices
approximated the estimated fair value at the date of grant, resulting in no
compensation expense. As of December 31, 2000, the options outstanding under
this plan had a remaining weighted-average contractual term of approximately
seven years.
Stock option activity under the 1997 Employee Stock Option Plan is:
$1.78 Options $21.79 Options
--------------- ----------------
Number Number
Exercise of Exercise of
Price Shares Price Shares
-------- ------ -------- -------
Balance at December 31, 1997............ -- -- $21.79 326,089
Granted................................. -- -- -- --
Exercised............................... -- -- -- --
Forfeited............................... -- -- -- --
----- ------ ------ -------
Balance at December 31, 1998............ -- -- $21.79 326,089
Granted................................. $1.78 27,444 $21.79 33,778
Exercised............................... -- -- -- --
Forfeited............................... -- -- $21.79 (25,333)
----- ------ ------ -------
Balance at December 31, 1999............ $1.78 27,444 $21.79 334,534
Granted................................. -- -- -- --
Exercised............................... $1.78 (2,891) $21.79 (1,051)
Forfeited............................... $1.78 (6,908) $21.79 (30,059)
----- ------ ------ -------
Balance at December 31, 2000............ 17,645 303,424
====== =======
Options exercisable at December 31,
2000................................... 6,010 242,030
====== =======
The weighted average fair value per option (computed using the minimum-value
method as the Company was a non-public entity when the options were granted)
of the stock options granted in 1999 was nil. Fair value was estimated using
the minimum-value method, a risk-free interest rate of 6.0% for 1999 and 2000,
respectively, and an expected life of 3 months for the grants in 1999. No
dividends were assumed to be declared.
In connection with the DCI merger (see Note 14), the Board of Directors
adopted, and the stockholders of DDi Corp. approved, the Details Holdings
Corp.-Dynamic Circuits 1996 Stock Option Plan ("DCI 1996 Plan") and the
Details Holdings Corp.-Dynamic Circuits 1997 Stock Option Plan ("DCI 1997
Plan"), together the "DCI Stock Option Plans", which authorized the granting
of stock options and the sale of Common Stock in connection with the merger
with DCI. The terms applicable to options issued under the DCI Stock Option
Plans are substantially similar to the terms applicable to the options to
purchase shares of DCI outstanding immediately prior to the merger with DCI.
These terms include vesting from the date of merger through 2002 for those
options outstanding as of the date of the merger with DCI. Options granted
under these plans subsequent to the merger will typically vest in equal
monthly amounts over four years. An optionholder's scheduled vesting is
dependent
F-29
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
upon continued employment with the Company. Upon termination of employment,
any unvested options as of the termination date are forfeited.
In connection with the DCI merger, DDi Corp. converted each DCI stock option
award into the right to receive a cash payment and an option to purchase
shares of Common Stock. The options granted in 1998 bear exercise prices of
either $0.56 ("$0.56 Options") or $21.79 ("$21.79 Options") or $12.64 ("$12.64
Options"). During 1999, options to purchase shares of common stock were also
granted with an exercise price of $1.78 ("$1.78 Options").
As of December 31, 2000, there are no options available for grant under the
DCI Stock Option Plans. The maximum term of the options under the DCI 1996
Plan is August 2006 and under the DCI 1997 Plan is March 2008. As of
December 31, 2000, all options outstanding under the DCI Stock Option Plans
had weighted average remaining contractual lives of approximately six years.
Stock option activity since July 23, 1998 (date of DCI merger) is as
follows:
$0.56 Options $21.79 Options $1.78 Options $12.64 Options
------------------ ------------------ ------------------ ------------------
Exercise Number of Exercise Number of Exercise Number of Exercise Number of
Price Shares Price Shares Price Shares Price Shares
-------- --------- -------- --------- -------- --------- -------- ---------
Balance at July 23,
1998................... $0.56 718,122 $21.79 39,160 -- -- $12.64 935,855
Granted................. -- -- -- -- -- -- -- --
Exercised............... $0.56 (328,357) -- -- -- -- -- --
Forfeited............... $0.56 (9,316) $21.79 (533) -- -- $12.64 (12,736)
----- -------- ------ ------ ----- ------ ------ --------
Balance at December 31,
1998................... $0.56 380,449 $21.79 38,627 -- -- $12.64 923,119
Granted................. $0.56 4,551 $21.79 247 $1.78 25,268 $12.64 5,936
Exercised............... $0.56 (110,774) -- -- -- -- -- --
Forfeited............... $0.56 (31,355) $21.79 (1,727) -- -- $12.64 (15,700)
----- -------- ------ ------ ----- ------ ------ --------
Balance at December 31,
1999................... $0.56 242,871 $21.79 37,147 $1.78 25,268 $12.64 913,355
Granted................. -- -- -- -- -- -- -- --
Exercised............... $0.56 (93,394) $21.79 (6,264) $1.78 (2,889) $12.64 (302,614)
Forfeited............... $0.56 (1,764) $21.79 (215) $1.78 (3,607) $12.64 (3,838)
----- -------- ------ ------ ----- ------ ------ --------
Balance at December 31,
2000................... 147,713 30,668 18,772 606,903
======== ====== ====== ========
Options exercisable at
December 31, 2000...... 108,629 28,453 3,853 556,366
======== ====== ====== ========
F-30
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
For all options granted under the DCI Stock Option Plans in 1998 and 1999,
the exercise prices approximated the estimated fair value at the date of
grant, resulting in no compensation expense. Fair value was estimated using
the minimum-value method as the Company was a non-public entity when the
options were granted, a risk-free interest rate of 5.6% for 1998 and 6.0% for
1999 and an expected life of 3 months for both $0.56 Options and $1.78 Options
or two years for both $21.79 Options and $12.64 Options. No dividends were
assumed to be declared. The weighted-average fair value per option of the
stock options granted under the DCI Stock Option Plans in 1998 and 1999 were
as follows:
Value per
Option
---------------
Option category 1998 1999 2000
--------------- ---- ----- ----
$0.56 Options............................................ Nil Nil N/A
$1.78 Options............................................ -- $0.10 N/A
$21.79 Options........................................... Nil Nil N/A
$12.64 Options........................................... $39 $ 41 N/A
During 2000, the Company adopted the 2000 Equity Incentive Plan (the "2000
Plan"). No future grants will be made under existing plans as of the effective
date of the 2000 Plan. A total of (a) 4,100,000 shares of common stock, (b)
any shares returned to existing plans as a result of termination of options
and (c) annual increases of 1.0% of outstanding common stock to be added on
the date of each annual meeting of the Company's stockholders commencing in
2001, or such lesser amounts as may be determined by the Company, will be
reserved for issuance pursuant to the 2000 Plan. The 2000 Plan provides for
the grant of incentive stock options to employees (including officers and
employee directors) and for the grant of nonstatutory stock options to
employees, directors and consultants. The 2000 Plan also provides for the
grant of stock appreciation rights, restricted stock, unrestricted stock,
deferred stock, and securities (other than stock options) which are
convertible into or exchangeable for common stock on such terms and conditions
as the Company determines. The weighted-average fair value per option of the
stock options granted under the 2000 Plan was $10.40, calculated using the
Black-Scholes option pricing model, assuming that no dividends were to be
declared, a volatility of 100% and a risk free interest rate of 6.22%. These
options have an average life of 4 years and vest in yearly installments for
the first 2 years and quarterly installments thereafter.
Stock option activity under the 2000 Plan since the Company's initial public
offering on April 14, 2000 is as follows:
Number of
Exercise Price Shares
--------------- ---------
Balance at April 14, 2000......................... --
Granted........................................... $12.00 - $38.31 2,138,930
Exercised......................................... -- --
Forfeited......................................... $12.00 - $14.00 (72,050)
---------
Balance at December 31, 2000...................... $12.00 - $38.31 2,066,880
=========
Options exercisable as of December 31, 2000....... --
=========
F-31
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
The following table summarizes information regarding stock options
outstanding under the 2000 Plan at December 31, 2000:
Options Outstanding
---------------------------------------------------------
Range of Number Weighted-Average
Exercise Outstanding Remaining Weighted-Average
Prices at 12/31/00 Contractual Life Exercise Price
-------- ----------- ---------------- ----------------
$12.00 - 14.00 1,844,530 9.3 $13.13
$19.56 - 29.11 205,650 9.8 $25.57
$32.88 - 38.31 16,700 9.7 $34.00
-------------- --------- --- ------
$12.00 - 38.31 2,066,880 9.4 $14.54
During 2000, the Company's Board of Directors adopted the Employee Stock
Purchase Plan ("ESPP") and the non-U.S. Employee Stock Purchase Plan ("non-
U.S. ESPP") (collectively the "Plans"). The Plans allow eligible employees to
purchase shares of common stock through payroll deductions at a discounted
price. A total of 1,450,000 shares of common stock are reserved for issuance
under the Plans, 1,250,000 shares under the ESPP, which is intended to qualify
under Section 423 of the Internal Revenue Code and 200,000 shares under the
non-U.S. ESPP. The Plans allow for purchases in a series of offering periods,
each six months in duration, with new offering periods (other than the initial
offering period) commencing on January 1 and July 1 of each year. The initial
offering period commenced on April 14, 2000, the date of the initial public
offering. Unless terminated earlier by the Company's Board of Directors, the
plans have a term of ten years. The net weighted-average fair value per share
granted under the Plans was $8.42, calculated using the Black-Scholes option
pricing model, assuming that no dividends were to be declared, a volatility of
100% and a risk free interest rate of 6.10%. As of December 31, 2000, 69,642
shares of common stock were purchased through the ESPP.
Had compensation cost for all stock-based compensation plans been determined
consistent with SFAS No. 123, DDi Corp.'s net income (loss) allocable to
common stock and net income (loss) per share allocable to common stock would
have been the following (amounts in millions, except per share data):
Year Ended
December 31,
---------------------
1998 1999 2000
------- ------- -----
Net income (loss) allocable to common stock:
As reported.................................... $(58.4) $(31.5) $15.8
Pro forma...................................... $(58.8) $(31.6) $11.5
Income (loss) per share allocable to common
stock--basic:
As reported.................................... $(7.68) $(3.20) $0.50
Pro forma...................................... $(7.73) $(3.22) $0.36
Income (loss) per share allocable to common
stock--diluted:
As reported.................................... $(7.68) $(3.20) $0.47
Pro forma...................................... $(7.73) $(3.22) $0.34
F-32
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
12. INCOME TAX MATTERS
The provision (benefit) for income taxes before extraordinary items in 1998,
1999, and 2000 consists of the following:
December 31, 1998 December 31, 1999 December 31, 2000
------------------------ ------------------------- -------------------------
Dynamic DDi DDi Dynamic DDi DDi Dynamic DDi DDi
Details Capital Corp. Details Capital Corp. Details Capital Corp.
------- ------- ------- ------- ------- ------- ------- ------- -------
Current:
Federal................. $ -- $ -- $ -- $ 5,548 $ 4,210 $ 1,302 $29,507 $25,159 $24,147
State................... 666 666 666 349 358 158 3,746 3,092 2,896
Foreign................. -- -- -- -- -- 17 -- -- 2,118
----- ------- ------- ------- ------- ------- ------- ------- -------
666 666 666 5,897 4,568 1,477 33,253 28,251 29,161
----- ------- ------- ------- ------- ------- ------- ------- -------
Deferred:
Federal................. (76) (2,509) (3,288) (6,627) (8,355) (7,391) (5,726) (4,513) (4,540)
State................... (119) (832) (944) (1,154) (1,428) (1,501) (297) (305) (301)
Foreign................. -- -- -- -- -- -- -- -- 680
----- ------- ------- ------- ------- ------- ------- ------- -------
(195) (3,341) (4,232) (7,781) (9,783) (8,892) (6,023) (4,818) (4,161)
----- ------- ------- ------- ------- ------- ------- ------- -------
$ 471 $(2,675) $(3,566) $(1,884) $(5,215) $(7,415) $27,230 $23,433 $25,000
===== ======= ======= ======= ======= ======= ======= ======= =======
In connection with the merger of DCI, the Company acquired certain net
deferred tax assets of approximately $1.3 million. In connection with the
acquisition of MCM, the Company acquired certain net deferred tax liabilities
of approximately $1.9 million.
Deferred income tax assets and liabilities consist of the following:
December 31, 1999 December 31, 2000
---------------------------- ----------------------------
Dynamic DDi DDi Dynamic DDi DDi
Details Capital Corp. Details Capital Corp.
-------- -------- -------- -------- -------- --------
Deferred tax assets:
Net operating loss
carryforwards........ $ 746 $ 941 $ 941 $ 774 $ 774 $ 774
Trade receivables..... 1,858 1,858 1,858 4,996 4,996 4,996
Deferred
compensation......... 4,867 4,867 4,867 2,275 2,275 2,275
Tax credits........... 956 956 956 1,100 1,100 1,100
Accrued liabilities... 2,812 9,786 9,629 5,695 11,566 11,566
Amortization.......... 1,726 1,726 1,726 411 411 411
Other................. 194 101 258 177 177 177
-------- -------- -------- -------- -------- --------
13,159 20,235 20,235 15,428 21,299 21,299
Deferred tax
liabilities:
Property, plant and
equipment............ (1,027) (1,027) (1,027) (1,726) (1,726) (1,786)
Intangible assets..... (26,639) (26,639) (26,639) (22,186) (22,186) (24,648)
-------- -------- -------- -------- -------- --------
(27,666) (27,666) (27,666) (23,912) (23,912) (26,434)
-------- -------- -------- -------- -------- --------
Valuation allowance..... (774) (774) (774) (774) (774) (774)
-------- -------- -------- -------- -------- --------
Net deferred tax
liabilities........ $(15,281) $ (8,205) $ (8,205) $ (9,258) $ (3,387) $ (5,909)
======== ======== ======== ======== ======== ========
The tax effect related to the extraordinary items (see Notes 6 and 14) is
deferred U.S. federal and state taxes for 1998 and current U.S. federal and
state taxes for 2000.
F-33
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
The income tax provision (benefit) before the extraordinary items differs
from the amount of income tax determined by applying the U.S. federal
statutory income tax rate to the income (loss) before income taxes and the
extraordinary items due to the following:
December 31, 1998 December 31, 1999 December 31, 2000
---------------------------- ------------------------- -----------------------
Dynamic DDi DDi Dynamic DDi DDi Dynamic DDi DDi
Details Capital Corp. Details Capital Corp. Details Capital Corp.
-------- -------- -------- ------- ------- ------- ------- ------- -------
Computed "expected" tax
expense (benefit)...... $(15,071) $(17,821) $(18,639) $(3,627) $(6,766) $(8,697) $20,343 $17,085 $18,050
Increase (decrease) in
income taxes resulting
from:
State taxes, net of
credits and federal
tax benefit........... 356 (108) (181) (805) (1,070) (1,343) 3,449 2,787 2,595
Goodwill amortization.. 1,320 1,320 1,320 2,456 2,456 2,456 2,515 2,515 3,289
Foreign tax
differential.......... -- -- -- -- -- -- -- -- (418)
In-process research and
development
write-off............. 13,650 13,650 13,650 -- -- -- -- -- --
Other.................. 216 284 284 92 165 169 923 1,046 1,484
-------- -------- -------- ------- ------- ------- ------- ------- -------
$ 471 $ (2,675) $ (3,566) $(1,884) $(5,215) $(7,415) $27,230 $23,433 $25,000
======== ======== ======== ======= ======= ======= ======= ======= =======
The Company has Colorado net operating loss ("NOL") carryforwards of
approximately $12.0 million at December 31, 2000. The Colorado NOL
carryforwards begin to expire in 2012. A valuation allowance has been
established for deferred income tax benefits related to the Colorado NOL
carryforwards. Management believes it is more likely than not that these NOL
carryforwards may not be realized as a result of the closure of the Colorado
facility in December 1999 (see Note 15). The Company also has tax credit
carryforwards of $1.1 million which begin expiring in 2003. If certain
substantial changes in the Company's ownership should occur, there would be an
annual limitation on the amount of the NOL and other tax attribute
carryforwards which can be utilized.
U.S. income taxes have not been provided on approximately $2.8 million of
undistributed earnings of foreign subsidiaries since management considers
these earnings to be invested indefinitely or substantially offset by foreign
tax credits. It is not practicable to estimate the amount of unrecognized
deferred U.S. taxes on these undistributed earnings.
13. COMMITMENTS AND CONTINGENCIES
Environmental matters--The Company's operations are regulated under a number
of federal, state, and local environmental laws and regulations, which govern,
among other things, the discharge of hazardous materials into the air and
water as well as the handling, storage and disposal of such materials.
Compliance with these environmental laws are major considerations for all
printed circuit board manufacturers because metals and other hazardous
materials are used in the manufacturing process. In addition, because the
Company is a generator of hazardous wastes, the Company, along with any other
person who arranges for the disposal of such wastes, may be subject to
potential financial exposure for costs associated with an investigation and
remediation of sites at which it has arranged for the disposal of hazardous
wastes, if such sites become contaminated. This is true even if the Company
fully complies with applicable environmental laws. In addition, it is possible
that in the future new or more stringent requirements could be imposed.
Management believes it has complied with all applicable environmental laws and
regulations. There have been no claims asserted nor is management aware of any
unasserted claims for environmental matters.
F-34
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Employment agreements--Pursuant to certain employment agreements dated
September 1, 1995, as amended, effective until October 28, 2000, certain
members of senior management received base salaries in the aggregate amount of
$1.3 million in both 1999 and 2000, respectively. The base salaries on or
after January 1, 2001 will be established by Dynamic Details at a level that
equals or exceeds base salaries for 2000. These employees are eligible for
annual bonuses based upon the achievement of EBITDA targets. These employees
received a bonus in the aggregate amounts of $2.4 million in consideration of
prior services which were paid in October 2000.
In addition, pursuant to an employment agreement dated July 23, 1998, a
certain key employee received a base salary of approximately $445 and $474 in
1999 and 2000, respectively. In addition, this key employee is eligible to
receive an annual bonus based upon achievement of EBITDA targets. During 1998,
this key employee received an award, pursuant to the agreement, of 39,008
Class A Cash Bonus units valued at $1.5725 per unit and 4,953.3 Class L Cash
Bonus units valued at $363.2381 per unit. As this award was made to an
employee of DCI for services rendered prior to the merger with DCI (see Note
14), the obligation existed as of the merger date and was treated as an
acquired liability in accordance with purchase accounting. Post-merger salary
and other compensation are recorded as period costs.
Management agreement--Pursuant to a management agreement among Bain Capital
Partners V, L.P. ("Bain"), DDi Corp. and Dynamic Details (the "Management
Agreement"), Bain is entitled to a management fee when, and if, it provides
advisory services to the Company in connection with potential business
acquisitions. Beginning on the first anniversary of the Recapitalization, Bain
may, upon the request of the Company, perform certain management consulting
services at Bain's customary rates plus reimbursement for reasonable out-of-
pocket expenditures. In addition, Bain is entitled to receive a fee equal to
approximately 1% of the gross purchase price of any senior financing
transaction in connection with an acquisition, recapitalization or refinancing
transaction (including assumed debt). In connection with the Recapitalization,
NTI acquisition and DCI merger, Bain was paid fees of approximately $3.1
million, approximately $0.4 million, and approximately $2.7 million,
respectively. In 2000, Bain was paid a fee of approximately $3.0 million in
connection with the MCM transaction and related matters. In 1999, Bain was
paid fees of approximately $1.1 million for advisory services. The Management
Agreement was terminated by mutual consent of the parties in connection with
the closing of DDi Corp.'s initial public offering on April 14, 2000 (see Note
18).
Operating leases--The Company has entered into various operating leases
principally for office space and equipment that expire at various dates
through 2022. Future annual minimum lease payments under all non-cancelable
operating leases with initial or remaining terms of one year or more consist
of the following at December 31, 2000):
Dynamic Details DDi
and DDi Capital Corp.
--------------- -------
Year Ending December 31,
2001.............................................. $3,453 $ 5,761
2002.............................................. 2,806 4,601
2003.............................................. 1,303 2,835
2004.............................................. 960 2,299
2005.............................................. 757 2,096
Thereafter........................................ 291 17,801
------ -------
Future minimum lease payments....................... $9,570 $35,393
====== =======
F-35
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Rent expense for 1998 and 1999 was approximately $1.5 million and $3.0
million. Rent expense for 2000 was approximately $3.7 million for Dynamic
Details and DDi Capital, and $5.8 million for DDi Corp.
Litigation--The Company is a party to various legal actions arising in the
ordinary course of its business. The Company believes that the resolution of
these legal actions will not have a material adverse effect on the Company's
financial position, results of operations or cash flows.
Retirement plans--The Company has various retirement plans available to
eligible employees. Participants can elect to contribute 1% to 15% of their
annual compensation to the retirement plans. For domestic employees, these
contributions are made under Section 401(k) of the Internal Revenue Code.
Depending on the plan, the Company matches employee contributions at $0.25 per
$1.00 contributed, subject to a maximum per employee participant, or the
Company contributes from 3% to 10% of the eligible employee's annual
compensation. For the plan years ended December 31, 1998, 1999 and 2000,
employer contributions totaled $145, $394 and $683, respectively.
14. MERGERS AND ACQUISITIONS
On July 23, 1998, pursuant to a Stock Contribution and Merger Agreement,
Dynamic Details consummated the merger with DCI ("DCI Merger"). This
transaction was accounted for as a purchase in accordance with Accounting
Principles Board Opinion No. 16 and accordingly, the results of operations
since the date of acquisition are included in the accompanying consolidated
financial statements.
DCI
The DCI Merger was completed for aggregate consideration of approximately
$250 million, including the assumption of approximately $72.3 million of DCI's
debt, and consisted of a partial redemption, by way of a merger, of DCI's
outstanding capital stock for cash with the remaining capital stock being
contributed to DDi Corp. in exchange for shares, options, and warrants to
purchase shares of the voting common stock of DDi Corp. (estimated value of
approximately $73 million). The capital stock of DCI received by DDi Corp. was
concurrently contributed through Intermediate and through DDi Capital to
Dynamic Details. The DCI Merger was financed with a new $300 million senior
bank facility (Senior Credit Facility) and by $33 million of newly issued
Intermediate Senior Discount Notes. In connection with the new financing,
Dynamic Details used $106 million of the proceeds to retire all of its
existing senior term debt, which resulted in an extraordinary loss of $2.4
million, net of related income taxes of $1.5 million.
The DCI merger consideration was allocated to tangible assets (aggregating
approximately $65 million) acquired and liabilities assumed (aggregating
approximately $30 million), with the remaining merger consideration consisting
primarily of goodwill, identifiable intangible assets, and acquired in-process
research and development ("in-process R&D").
Significant portions of the DCI merger consideration were identified as
intangible assets. Valuation techniques were employed which reflect recent
guidance from the Securities and Exchange Commission on approaches and
procedures to be followed in developing allocations to in-process R&D. At the
date of the merger, technological feasibility of the in-process R&D projects
had not been reached and the technology had no alternative future uses.
Accordingly, the Company expensed the portion of the merger consideration
allocated to in-process R&D of $39 million, in accordance with generally
accepted accounting principles, in the year ended December 31, 1998.
F-36
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
The in-process R&D is comprised of a number individual technological
development efforts, focusing on the discovery of new, technologically
advanced knowledge and more complete solutions to customer needs, the
conceptual formulation and design of possible alternatives, as well as the
testing of process and product cost improvements. Specifically, these
technologies include efforts to: increase maximum printed circuit board layer
count, reduce line and space tolerances, develop specialty surface finishes
and materials, use new and innovative applications of micro blind vias,
embedded circuitry, and flexible circuit applications, develop "intelligent"
(active) backpanels, and develop automation to integrate and automate the
entire workflow process.
The amount of the merger consideration allocated to in-process R&D was
determined by estimating the stage of completion of each in-process R&D
project at the date of the merger, estimating cash flows resulting from the
future release of products employing these technologies, and discounting the
net cash flows back to their present values.
The weighted average stage of completion for all projects, in aggregate, was
approximately 75% as of the merger date. As of that date, the estimated
remaining costs to bring the projects under development to technological
feasibility were over $2 million. The cash flow estimates from sales of
products incorporating those technologies commence in the year 1999, with
revenues increasing for several years following the acquisition, followed by
declines in subsequent periods as other new products are expected to be
introduced and represent a larger proportion of the total product offering.
Revenues forecasted in each period are reduced by related expenses, capital
expenditures, the cost of working capital, and an assigned contribution to the
core technologies serving as a foundation for the research and development.
The discount rates applied to the individual technology's net cash flows
ranged from 18% to 24%, depending on the level of risk associated with a
particular technology and the current return on investment requirements of the
market. These discount rates reflect "risk premiums" of 20% to 60% over the
estimated weighted average cost of capital of 15% computed for DCI.
As discussed above, a portion of the DCI merger premium was allocated to
identifiable intangibles and goodwill. The identifiable intangibles consist
primarily of developed technologies, customer relationships/ tradenames, and
assembled workforce. The fair value of the developed technology assets at the
date of merger was $60 million and represents the aggregate fair value of
individually identified technologies that were fully developed at the time of
merger. As with the in-process R&D, the developed technologies were valued
using a future income approach, in context of the business enterprise value of
DCI. The customer relationships/tradenames and assembled workforce assets were
assigned values as of the merger date of approximately $21 million and $4
million, respectively.
Goodwill generated in the merger with DCI has an assigned value of
approximately $120 million. As of December 31, 1999 and 2000, the accumulated
amortization related to this goodwill and identifiable intangibles acquired in
the merger with DCI was approximately $32.9 million and $48.9 million,
respectively.
In conjunction with the merger with DCI in 1998 (see Note 14), CMC, a
shareholder of DDi Corp., and its affiliates The Chase Manhattan Bank, N.A.
("Chase") acted as collateral, co-syndication, and administrative agent with
regard to the establishment of the Senior Credit Facility. In this capacity,
Chase received $2.4 million in fees. Chase also participates as a lender in
the syndication, and is a counterparty to one of the Company's interest rate
exchange agreements, under terms similar to those of the other participants
and counterparties.
Certain investment funds associated with Bain Capital, Inc. (the "Bain
Capital Funds"), the controlling shareholders of DDi Corp., were shareholders
of DCI prior to the Company's July 1998 merger with DCI. In conjunction with
the merger, the Bain Capital Funds received $22.9 million for the redemption
of the DCI common stock it held prior to consummation of the merger.
F-37
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
In connection with the DCI merger and related transactions, Celerity
Partners, L.L.C. and its affiliates were paid fees and expenses aggregating
approximately $1.7 million. Celerity Partners, L.L.C. is the general partner
of Celerity Partners I, L.P., which is the managing member of Celerity
Details, L.L.C., Celerity Liquids, L.L.C. and Celerity Circuits, L.L.C., which
are each stockholders of DDi Corp.
The following unaudited pro forma information for the year ended December
31, 1998 presents net sales and net loss before extraordinary item for this
period as if the DCI merger was consummated at the beginning of the period. In
addition, the actual results of operations for the year ended December 31,
1998 include a $39 million write-off of acquired in-process research and
development related to the merger with DCI. This one-time charge has been
excluded from the unaudited pro forma results.
Pro Forma
Year Ended
December 31,
1998
------------
Net Sales:
--Dynamic Details............................................. $261,000
--DDi Capital................................................. $261,000
--DDi Corp.................................................... $261,000
Net Loss Before Extraordinary Item:
--Dynamic Details............................................. $ (7,000)
--DDi Capital ................................................ $(12,000)
--DDi Corp.................................................... $(16,000)
The unaudited pro forma results are not necessarily indicative of the actual
results which have been realized had the transaction actually occurred at the
beginning of the period.
MCM
On April 14, 2000, DDi Corp. completed the acquisition of MCM, a time-
critical electronics manufacturing service provider based in the United
Kingdom, for a total purchase price of approximately $82 million, excluding
acquisition expenses of approximately $4 million, paid in a combination of
cash of approximately $10 million, the issuance of 2,230,619 shares of common
stock valued at approximately $29 million, the repayment of outstanding
indebtedness of MCM of approximately $24 million, and the assumption of
approximately $23 million of MCM's remaining outstanding indebtedness (net of
cash acquired of approximately $8 million).
The acquisition of MCM was accounted for as a purchase in accordance with
Accounting Principles Board Opinion No. 16, and accordingly, the results of
operations of MCM since the date of acquisition are included in the
accompanying consolidated financial statements. The total purchase price has
been allocated to the underlying assets and liabilities based upon their
estimated respective fair values at the date of acquisition. The Company has
allocated to tangible assets (aggregating approximately $30 million) acquired
and liabilities assumed (aggregating approximately $46 million), with the
remaining consideration consisting primarily of goodwill and identifiable
intangible assets.
The identifiable intangibles consist of developed technologies, non-compete
agreements, and assembled workforce. The fair value of the developed
technology assets at the date of acquisition was $1 million and represents the
aggregate fair value of individually identified technologies that were fully
developed at the time of acquisition. The non-compete agreements and assembled
workforce assets were assigned values as of the acquisition date of
approximately $1 million and $2 million, respectively.
F-38
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Goodwill generated in the acquisition of MCM has an assigned value of
approximately $65 million. As of December 31, 2000, the accumulated
amortization related to this goodwill and identifiable intangibles acquired in
the acquisition of MCM was approximately $3.3 million.
Automata
On August 4, 2000, Dynamic Details completed the acquisition of
substantially all the U.S. assets of Automata, a Virginia-based manufacturer
of technologically advanced printed circuit boards. The Company acquired
substantially all the U.S. assets of Automata for total cash consideration of
approximately $19.5 million, plus fees and expenses of $0.3 million.
This transaction was accounted for under the purchase method of accounting
in accordance with Accounting Principles Board Opinion No. 16 and,
accordingly, the results of operations of Automata since the date of the
transaction are included in the accompanying consolidated financial
statements. The total purchase price has been allocated to the underlying
assets acquired and liabilities assumed based upon their respective fair
market values at the date of acquisition. The excess of the purchase price was
allocated to goodwill and is being amortized over its estimated useful life of
20 years.
Golden
On September 15, 2000, Dynamic Details completed the acquisition of the
assets of Golden, a Texas-based manufacturer of engineered metal enclosures
and provider of value-added assembly services to communications and
electronics original equipment manufacturers, for approximately $14.4 million
paid in combination of cash of approximately $12.6 million and the assumption
of approximately $1.8 million of Golden's outstanding capital lease
liabilities (net of cash acquired of approximately $0.7 million).
This transaction was accounted for under the purchase method of accounting
in accordance with Accounting Principles Board Opinion No. 16 and,
accordingly, the results of operations of Golden since the date of the
transaction are included in the accompanying consolidated financial
statements. The total purchase price has been allocated to the underlying
assets acquired and liabilities assumed based upon their respective fair
market values at the date of acquisition. The excess of the purchase price was
allocated to goodwill and is being amortized over its estimated useful life of
20 years.
F-39
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Pro Forma Financial Information
The accompanying consolidated statements of operations include the accounts
of MCM for the period April 14, 2000 through December 31, 2000, Automata for
the period August 4, 2000 through December 31, 2000 and Golden for the period
September 16, 2000 through December 31, 2000. The following pro forma
information for the years ended December 31, 2000 and 1999 presents net sales,
income (loss) before extraordinary item, and net income (loss) for each of
these periods as if the MCM and Automata transactions were consummated at the
beginning of each period. The unaudited pro forma financial information does
not reflect Golden's pre-acquisition results.
Pro Forma Pro Forma
Year Ended Year Ended
December 31, December 31,
2000 1999
------------ ------------
(in millions, except
per share data)
Net Sales:
--Dynamic Details.............................. $528.0 $ 350.3
--DDi Capital.................................. $528.0 $ 350.3
--DDi Corp. ................................... $548.8 $ 408.5
Income (Loss) Before Extraordinary Item:
--Dynamic Details.............................. $ 23.5 $ (32.1)
--DDi Capital.................................. $ 23.5 $ (32.1)
--DDi Corp. ................................... $ 23.6 $ (37.3)
Net Income (Loss):
--Dynamic Details.............................. $ 17.1 $ (32.1)
--DDi Capital.................................. $ 17.1 $ (32.1)
--DDi Corp. ................................... $ 17.2 $ (37.3)
DDi Corp. net income (loss) per share of common
stock--basic.................................... $ 0.54 $ (3.79)
DDi Corp. net income (loss) per share of common
stock--diluted.................................. $ 0.51 $ (3.79)
15. RESTRUCTURING AND OTHER RELATED CHARGES
In December 1999, management and the Company's Board of Directors approved a
plan to consolidate its Colorado operations into its Texas facility, resulting
in the closure of the Colorado facility. By combining its Colorado and Texas
operations, the Company has eliminated its lower-margin product lines and
decreased its overhead costs, gaining efficiency through better capital
utilization and streamlined management. Accordingly, such decision has not and
is not anticipated to adversely impact the Company's results of operations in
future periods. Revenues and EBITDA (earnings before income taxes,
depreciation, amortization and net interest expense) for the Colorado facility
were approximately $30 million and $(1.7) million, respectively, for the year
ended December 31, 1999. Net income/(loss) for this facility is not readily
determinable. The closure of this facility was effectively complete as of
March 31, 2000.
In conjunction with the closure of the Colorado facility, the Company
recorded charges in the fourth quarter of 1999 totaling $7.0 million,
consisting of $4.5 million for severance and other exit costs and $2.5 million
related to the impairment of net property, plant and equipment. Both the exit
costs and asset impairment costs are classified as "Restructuring and other
related charges" in the 1999 consolidated statement of operations.
F-40
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
Of the $4.5 million recorded as restructuring costs, approximately $2.0
million relates to severance and related expenses associated with the
involuntary termination of the 275 staff and management employees of this
plant. The remaining charges are comprised of $1.9 million of inventory-
related losses and $0.6 million in expenses principally related to minimum
lease payments through the scheduled maturities of the real property operating
leases. No amounts related to the accrual for either the $2.0 million in
severance and related expenses or the $0.6 million related to the operating
leases were expended as of December 31, 1999. As of December 31, 2000, the
accrued exit costs remaining was $0.5 million, representing expenses
principally related to net rental payments through scheduled maturities of
real property operating leases.
The inventory losses are due entirely to the plan to consolidate the
Colorado facility into the Texas facility. Such losses arose from management's
decision to cease all production operations in Colorado immediately following
the notification to employees of the plant closure in late December 1999. This
decision was primarily made to ensure that the Company's quality standards
were met with respect to work in-process at the Colorado facility. To expedite
the transfer of production from the Colorado facility to the Company's other
facilities, nearly all work in-process was scrapped, as were certain
production materials that could not be utilized in the Company's other
operations. All inventory retained and utilized by the Company is reflected at
its lower of cost or market, in accordance with the Company's accounting
policies (See Note 2).
The calculated impairment of net property, plant and equipment was
determined in accordance with SFAS No. 121, based upon a detailed review of
the individual long-lived assets in the Colorado facility. Management
determined that most of these assets would be utilized by the Company's other
operations and are not impaired. Other assets, however, were transferred to
the Company's other operations, from where they were sold or otherwise
disposed, as in the case of obsolete or redundant equipment. The carrying
amount of such assets was reduced to estimated fair value, less estimated
selling costs. Some assets were neither utilized in the Company's other
operations, nor were they saleable. Accordingly, these assets were written-
down to zero value. The impairment to assets to be sold or otherwise disposed
comprises approximately $1.7 million of the total write-down of net property,
plant and equipment. The remaining $0.8 million charge represents the loss on
assets possessing no remaining value. The impact of the disposition of these
assets was not significant to the Company's results of operations.
16. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Year Ended Year Ended Year Ended
December 31, 1998 December 31, 1999 December 31, 2000
------------------------- ------------------------- -------------------------
Dynamic Details Dynamic Details Dynamic DDi
and DDi Capital DDi Corp. and DDi Capital DDi Corp. Details Capital DDi Corp.
--------------- --------- --------------- --------- ------- ------- ---------
CASH PAYMENTS FOR:
Income taxes........... $ 1,743 $ 1,743 $ 1,141 $ 1,141 $17,461 $17,461 $21,294
======= ======= ======= ======= ======= ======= =======
Interest............... $25,773 $25,773 $30,603 $30,603 $20,652 $31,583 $44,992
======= ======= ======= ======= ======= ======= =======
SUPPLEMENTAL SCHEDULE OF
INVESTING AND
FINANCING ACTIVITIES:
Capital lease
obligations incurred
for acquisition of
property and
equipment............. $ 1,864 $ 1,864 $ -- $ -- $ -- $ -- $ --
------- ------- ------- ------- ------- ------- -------
Equity contribution
from parent........... $73,246 $ -- $ -- $ -- $ -- $ -- $ --
------- ------- ------- ------- ------- ------- -------
Equity issued in
mergers and
acquisitions (see Note
14)................... $ -- $73,246 $ -- $ -- $ -- $ -- $29,062
------- ------- ------- ------- ------- ------- -------
F-41
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
17. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL DATA
Subsequent to the Recapitalization, on November 15, 1997, Dynamic Details
issued $100 million aggregate principal amount of 10% Senior Subordinated
Notes due in 2005 (see Note 6). The Senior Subordinated Notes are fully and
unconditionally guaranteed on a senior subordinated basis, jointly and
severally, by Dynamic Details (the "Issuer") and all of its wholly-owned
subsidiaries (the "Guarantor Subsidiaries"). As the issuer is a wholly-owned
subsidiary of DDi Corp., the accounts of the Issuer are included in the
consolidated financial statements of DDi Corp. DDi Corp.'s other wholly-owned
subsidiaries ("Non-Guarantor Affiliates") do not fully and unconditionally
guarantee the Notes on a joint and several basis.
The condensed consolidating financial data for the parent included herein
accounts for its investments in subsidiaries on an equity method of
accounting. All other accounting policies are the same as described in Notes 1
and 2.
F-42
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
SUPPLEMENTAL GUARANTOR
CONDENSED CONSOLIDATING BALANCE SHEETS
December 31, 2000
----------------------------------------------------------------------
Other
Guarantor Non-Guarantor Consolidated
Issuer Subsidiaries Affiliates Parent Eliminations Total
-------- ------------ ------------- -------- ------------ ------------
Current assets........... $ 82,242 $ 87,004 $ 23,266 $ 22,209 $ -- $214,721
Non-current assets....... 108,723 250,001 13,806 306,393 (312,277) 366,646
-------- -------- -------- -------- --------- --------
Total assets........... $190,965 $337,005 $ 37,072 $328,602 $(312,277) $581,367
======== ======== ======== ======== ========= ========
Current liabilities...... $ 41,883 $ 44,041 $ 9,601 $ 11,176 $ -- $106,701
Non-current liabilities.. 117,745 149,049 71,475 -- -- 338,269
-------- -------- -------- -------- --------- --------
Total liabilities...... 159,628 193,090 81,076 11,176 -- 444,970
-------- -------- -------- -------- --------- --------
Total stockholders'
equity (deficit)...... 31,337 143,915 (44,004) 317,426 (312,277) 136,397
-------- -------- -------- -------- --------- --------
Total liabilities and
stockholders' equity
(deficit)........... $190,965 $337,005 $ 37,072 $328,602 $(312,277) $581,367
======== ======== ======== ======== ========= ========
December 31, 1999
----------------------------------------------------------------------
Other
Guarantor Non-Guarantor Consolidated
Issuer Subsidiaries Affiliates Parent Eliminations Total
-------- ------------ ------------- -------- ------------ ------------
Current assets........... $ 22,472 $ 48,868 $ 1 $ 4 $ -- $ 71,345
Non-current assets....... 383,919 215,715 15,180 10,837 (342,661) 282,990
-------- -------- -------- -------- --------- --------
Total assets........... $406,391 $264,583 $ 15,181 $ 10,841 $(342,661) $354,335
======== ======== ======== ======== ========= ========
Current liabilities...... $ 29,089 $ 23,130 $ 48 $ -- $ -- $ 52,267
Non-current liabilities.. 354,397 23,386 111,400 -- -- 489,183
-------- -------- -------- -------- --------- --------
Total liabilities...... $383,486 $ 46,516 $111,448 -- -- $541,450
-------- -------- -------- -------- --------- --------
Total stockholders'
equity (deficit)...... $ 22,905 $218,067 $(96,267) 10,841 (342,661) (187,115)
-------- -------- -------- -------- --------- --------
Total liabilities and
stockholders' equity
(deficit)........... $406,391 $264,583 $ 15,181 $ 10,841 $(342,661) $354,335
======== ======== ======== ======== ========= ========
F-43
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
SUPPLEMENTAL GUARANTOR
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2000
------------------------------------------------------------------------
Other
Guarantor Non-Guarantor Consolidated
Issuer Subsidiaries Affiliates Parent Eliminations Total
-------- ------------ ------------- -------- ------------ ------------
Net sales............... $150,715 $297,642 $ 49,308 $ -- $ -- $497,665
Cost of sales........... 75,809 198,850 31,534 -- -- 306,193
-------- -------- -------- -------- -------- --------
Gross profit............ 74,906 98,792 17,774 -- -- 191,472
Operating expenses...... 26,272 62,341 10,063 -- -- 98,676
-------- -------- -------- -------- -------- --------
Income from operations.. 48,634 36,451 7,711 -- -- 92,796
Interest income
(expense), net......... (25,748) (1,213) (14,576) 312 -- (41,225)
-------- -------- -------- -------- -------- --------
Income (loss) before
income taxes and
extraordinary loss..... 22,886 35,238 (6,865) 312 -- 51,571
Income tax benefit
(expense).............. (9,245) (17,985) 2,310 (80) -- (25,000)
-------- -------- -------- -------- -------- --------
Income (loss) before
extraordinary loss and
equity in income of
subsidiaries........... 13,641 17,253 (4,555) 232 -- 26,571
Extraordinary loss, net
of income tax benefit.. (670) -- (5,697) -- -- (6,367)
-------- -------- -------- -------- -------- --------
Income (loss) before
equity in income of
subsidiaries........... 12,971 17,253 (10,252) 232 -- 20,204
Equity in income of
subsidiaries........... -- -- -- 19,972 (19,972) --
-------- -------- -------- -------- -------- --------
Net income (loss)....... $ 12,971 $ 17,253 $(10,252) $ 20,204 $(19,972) $ 20,204
======== ======== ======== ======== ======== ========
Year Ended December 31, 1999
------------------------------------------------------------------------
Other
Guarantor Non-Guarantor Consolidated
Issuer Subsidiaries Affiliates Parent Eliminations Total
-------- ------------ ------------- -------- ------------ ------------
Net sales............... $ 96,441 $196,052 $ -- $ -- $ -- $292,493
Cost of sales........... 50,879 150,489 1,019 -- -- 202,387
-------- -------- -------- -------- -------- --------
Gross profit............ 45,562 45,563 (1,019) -- -- 90,106
Operating expenses...... 16,250 52,756 (769) -- -- 68,237
-------- -------- -------- -------- -------- --------
Income (loss) from
operations............. 29,312 (7,193) (250) -- -- 21,869
Interest income
(expense), net......... (32,414) (68) (14,263) 28 -- (46,717)
-------- -------- -------- -------- -------- --------
(Income) loss before
income taxes........... (3,102) (7,261) (14,513) 28 -- (24,848)
Income tax benefit
(expense).............. 1,260 624 5,541 (10) -- 7,415
-------- -------- -------- -------- -------- --------
Income (loss) before
equity in loss of
subsidiaries........... (1,842) (6,637) (8,972) 18 -- (17,433)
Equity in loss of
subsidiaries........... -- -- -- (17,451) 17,451 --
-------- -------- -------- -------- -------- --------
Net income (loss)....... $ (1,842) $ (6,637) $ (8,972) $(17,433) $ 17,451 $(17,433)
======== ======== ======== ======== ======== ========
F-44
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
SUPPLEMENTAL GUARANTOR
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 1998
-----------------------------------------------------------------------
Other
Guarantor Non-Guarantor Consolidated
Issuer Subsidiaries Affiliates Parent Eliminations Total
------- ------------ ------------- -------- ------------ ------------
Net sales............... $83,560 $ 91,293 $ -- $ -- $ -- $174,853
Cost of sales........... 43,759 75,529 271 -- -- 119,559
------- -------- ------- -------- ------- --------
Gross profit............ 39,801 15,764 (271) -- -- 55,294
Operating expenses...... 9,682 61,460 -- -- -- 71,142
------- -------- ------- -------- ------- --------
Income (loss) from
operations............. 30,119 (45,696) (271) -- -- (15,848)
Interest income
(expense), net......... (27,216) (267) (9,988) 55 -- (37,416)
------- -------- ------- -------- ------- --------
Income (loss) before
income taxes and
extraordinary loss..... 2,903 (45,963) (10,259) 55 -- (53,264)
Income tax benefit
(expense).............. 280 (751) 4,059 (22) -- 3,566
------- -------- ------- -------- ------- --------
Income (loss) before
extraordinary loss and
equity in loss of
subsidiaries........... 3,183 (46,714) (6,200) 33 -- (49,698)
Extraordinary loss, net
of income tax benefit.. (2,414) -- -- -- -- (2,414)
------- -------- ------- -------- ------- --------
Income (loss) before
equity in loss of
subsidiaries........... 769 (46,714) (6,200) 33 -- (52,112)
Equity in loss of
subsidiaries........... -- -- -- (52,145) 52,145 --
------- -------- ------- -------- ------- --------
Net income (loss)....... $ 769 $(46,714) $(6,200) $(52,112) $52,145 $(52,112)
======= ======== ======= ======== ======= ========
18. PUBLIC OFFERINGS
On April 14, 2000, DDi Corp. completed an initial public offering of
12,000,000 shares of its common stock at $14.00 per share generating proceeds
of $156.7 million, net of underwriting discounts and commissions. The net
proceeds were used to repay $100 million of the Senior Term Facility, redeem
$21.2 million accreted balance of the Intermediate Senior Discount Notes, pay
associated redemption premiums and accrued and unpaid interest thereon,
finance a portion of the acquisition of MCM (see Note 14) and pay offering
expenses. In conjunction with the redemption of debt, the Company recorded
extraordinary items (see Note 19).
On October 16, 2000, the Company and some of its shareholders completed a
follow on public offering of 6,000,000 shares of the Company's common stock,
with 4,608,121 shares issued by the Company and the remainder sold by selling
shareholders. The shares were sold at $27.875 per share, generating proceeds
to the Company of $122.0 million, net of underwriting discounts and
commissions. The net proceeds were used to redeem all outstanding Intermediate
Senior Discount Notes aggregating $17.5 million in principal amount, pay
associated redemption premiums of $3.6 million and accrued and unpaid interest
thereon of $5.2 million, repurchase a portion of the Capital Senior Discount
Notes, with an accreted balance of $36.5 million, for $37.6 million and pay
offering expenses. The remaining net proceeds of approximately $58.1 million
are to be used for general corporate purposes, including potential future
acquisitions. In conjunction with the redemption of debt, the Company recorded
extraordinary items (see Note 19).
F-45
DDi CORP., DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands, except share and per share amounts)
19. EXTRAORDINARY ITEMS
During the year ended December 31, 2000, Dynamic Details recorded, as
extraordinary items, write-offs of debt issuance costs and deferred swap
income of approximately $670, net of related taxes of $428, related to the
Senior Term Facility principal repayments funded from the net proceeds of DDi
Corp.'s initial public offering (see Note 18). In addition, Intermediate
recorded, as extraordinary items, the redemption premium and write-off of debt
issuance costs of approximately $4,178, net of related taxes of $2,770 related
to the Intermediate Senior Discount Notes principal repayments funded from the
net proceeds of DDi Corp.'s initial public offering and secondary offering
(see Note 18). DDi Capital recorded, as extraordinary items, the purchase
premium and write-off of debt issuance costs of approximately $1,519, net of
related taxes of $1,009 related to the Capital Senior Discount Notes
repurchase funded from the net proceeds of DDi Corp.'s secondary offering.
20. SUBSEQUENT EVENTS
On February 14, 2001, DDi Corp. and some of its shareholders completed a
follow-on public offering of 6,000,000 shares of its common stock, with
3,000,000 shares issued by the DDi Corp. and the remainder sold by selling
shareholders. The shares were sold at $23.50 per share, generating proceeds of
$67.0 million, net of underwriting discounts, commissions and expenses.
Concurrently, DDi Corp. issued 5 1/4% Convertible Subordinated Notes due March
1, 2008 with an aggregate principal of $100.0 million. These notes are
convertible at any time prior to maturity into shares of common stock at a
conversion price of $30.00 per share, subject to certain adjustments. These
notes generated proceeds of $97.0 million, net of underwriting discounts,
commissions and expenses. The net proceeds of both transactions have been used
to repurchase all of the Dynamic Details Senior Subordinated Notes and will be
used to repurchase a portion of the Capital Senior Discount Notes, to repay a
portion of the Dynamic Details Senior Credit Facility or for general corporate
purposes.
In February 2001, concurrent with the closing of the public offering of its
common stock, the Company entered into an amendment to the Dynamic Details
senior credit facility with Bankers Trust Company and Chase Manhattan Bank, as
agents. The amendment permits the Company to use the proceeds of DDi Corp.'s
public offering as described above. The amendment also eased certain
restrictions to facilitate the Company's growth, increased the $45.0 million
Revolving Credit Facility to $75.0 million and increased the $30.0 million
Uncommitted Incremental Borrowing Facility to $50.0 million.
On March 5, 2001, DDi Europe completed the acquisition of Thomas Walter
Limited ("Thomas Walter"), a leading printed circuit board manufacturer based
in Marlow, England for approximately $26.5 million plus contingent
consideration of approximately $3.5 million. Thomas Walter is a well-
established provider of complex, quick-turn rigid and rigid-flex printed
circuit boards for the European electronics industry. This transaction will be
accounted for under the purchase method of accounting and the purchase price
will be allocated to the underlying assets acquired and liabilities assumed
based upon their respective fair market values at the date of acquisition. No
adjustments have been made to the accompanying historical consolidated
financial statements for this transaction.
On March 9, 2001, the Company completed the tender offer to repurchase the
Dynamic Details Senior Subordinated Notes aggregate principal amount of $100.0
million for $107.5 million using a portion of the proceeds from the February
14, 2001 public offering and convertible subordinated notes issuance.
Subsequent to completion of the tender offer, Dynamic Details will de-register
with the Securities and Exchange Commission and will no longer be filing under
the Securities Exchange Act of 1934.
F-46
FINANCIAL STATEMENT SCHEDULE
The financial statement Schedule II--VALUATION AND QUALIFYING ACCOUNTS is
filed as part of this Form 10-K.
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
DDi CORP.
Balance at Acquired Balance at
beginning of Charged to through end of
year income acquisitions Deductions year
------------ ---------- ------------ ---------- ----------
Allowance for Doubtful
Accounts
Year ended December 31,
1998.................. $ 399 $ 350 $ 760 $ (81) $ 1,428
Year ended December 31,
1999.................. $1,428 $ 435 $ -- $ (279) $ 1,584
Year ended December 31,
2000.................. $1,584 $12,462 $1,445 $(2,614) $12,877
DDi CAPITAL CORP. AND DYNAMIC DETAILS, INCORPORATED
Balance at Acquired Balance at
beginning of Charged to through end of
year income acquisitions Deductions year
------------ ---------- ------------ ---------- ----------
Allowance for Doubtful
Accounts
Year ended December 31,
1998.................. $ 399 $ 350 $ 760 $ (81) $ 1,428
Year ended December 31,
1999.................. $1,428 $ 435 $ -- $ (279) $ 1,584
Year ended December 31,
2000.................. $1,584 $12,122 $ 621 $(2,453) $11,874