Net Cash as Defined by Merger Agreement
Totals $50.7 Million at Quarter End
Hutchinson Technology Incorporated (NASDAQ:HTCH) (“HTI”) today
reported net sales of $53.2 million for its fiscal third quarter
ended June 26, 2016 compared with $54.2 million in the preceding
quarter. Suspension assembly shipments for the quarter
totaled 81.0 million compared with 85.4 million in the preceding
quarter. Average selling price increased from $0.57 in the
preceding quarter to $0.59, due to dual-stage actuated (DSA)
suspensions increasing from 49% of the product mix in the preceding
quarter to 61% in the fiscal 2016 third quarter.
Gross profit in the fiscal 2016 third quarter totaled $7.1
million, or 13.4% of net sales, compared with $5.7 million, or
10.5% of net sales, in the preceding quarter. Rick Penn,
Hutchinson Technology’s president and chief executive officer, said
the increase in gross profit was primarily due to adjustments the
company made to lower its operating costs. This included
shifting nearly all of its final assembly production to its
Thailand assembly operation, which accounted for 98% of the fiscal
2016 third quarter’s assembly production, up from 88% in the
preceding quarter.
The company’s operating loss declined from $7.2 million in the
preceding quarter to $3.6 million in the fiscal 2016 third quarter
due to the increase in gross profit and a reduction in the accrual
of incentive compensation costs that lowered sales, general and
administrative expenses.
The company reported a fiscal 2016 third quarter net loss of
$6.8 million, or $0.20 per share. The net loss for the quarter
included:
- $440,000 of merger-related expenses;
- $370,000 of non-cash interest expense; and
- an $80,000 foreign currency loss.
Excluding these items, the company’s net loss for the fiscal
2016 third quarter was $5.9 million, or $0.18 per share.
In the preceding quarter, the company reported a net loss of
$9.6 million, or $0.28 per share. The net loss for the
quarter included: $940,000 of merger-related expenses, $500,000 of
severance costs and $360,000 of non-cash interest expense,
partially offset by a $710,000 foreign currency gain.
Excluding these items, the company’s net loss for the fiscal
2016 second quarter was $8.5 million, or $0.25 per share.
Cash and investments at the end of the fiscal 2016 third quarter
totaled $47.8 million compared with $47.9 million at the end of the
preceding quarter. Capital spending in the quarter totaled
$1.1 million and is currently expected to be less than $10 million
for the fiscal year. As in the preceding quarter, there were
no outstanding borrowings under the company’s revolving line of
credit at the end of the fiscal 2016 third quarter.
The company’s net cash (“Net Cash”), as defined by its November
1, 2015 merger agreement with TDK Corporation (“TDK”), was $50.7
million at the end of the fiscal 2016 third quarter compared with
$51.3 million at the end of the preceding quarter. Under the
terms of the merger agreement, TDK will acquire all of the
outstanding shares of common stock of HTI for base consideration of
$3.62 per share, plus additional consideration of up to $0.38 per
share, depending on the level of Net Cash held by HTI as of the
measurement date, as defined in the merger agreement. The
full amount of additional consideration would be realized if the
company’s Net Cash equals or exceeds $35 million as of the
measurement date.
With regard to the U.S. Federal Trade Commission’s (“FTC”)
review of the pending merger, Penn said that the company and TDK
are providing additional information to the FTC and are working
cooperatively with the FTC to move the review forward. The
FTC has not indicated when its review may be completed.
In regards to its new business development efforts, Penn said
the company continues to invest in the development of its shape
memory alloy (SMA) optical image stabilization (OIS) actuator, a
precision component for smartphone camera modules. “Multiple
versions of our SMA OIS actuators are currently being tested and
evaluated by customers for possible incorporation into future
products,” said Penn. “This includes customer samples of new
SMA OIS actuators that were developed for use with larger lenses
and with front-facing cameras.”
For its fiscal 2016 fourth quarter, the company currently
expects its suspension assembly shipments to decline to 70 million
to 80 million as customers rebalance their suspension assembly
procurement plans in anticipation of the company’s merger with TDK.
Average selling price in the fiscal fourth quarter is
expected to remain flat sequentially at $0.59. Gross profit
is expected to decline on the quarter’s lower volume.
Commenting on the outlook for the fiscal 2016 fourth quarter,
Penn said that in addition to working with the FTC on their
continuing review of the pending merger, the company’s priorities
are managing costs to adjust to the expected lower volume,
aggressively managing cash and engaging in contingency planning for
the potential of continued delays or impediments to the pending
merger.
About Hutchinson TechnologyHutchinson
Technology is a global supplier of critical precision component
technologies. As a key supplier of suspension assemblies for disk
drives, we help customers improve overall disk drive performance
and meet the demands of an ever-expanding digital universe. Through
our new business development initiatives, we focus on leveraging
our unique precision manufacturing capabilities in new markets to
improve product performance, reduce size, lower cost, and reduce
time to market.
Cautionary Note Regarding Forward-Looking
StatementsThis announcement contains forward-looking
statements regarding demand for and shipments of the company's
products, pricing, production costs, development and market
adoption of OIS actuators, operating performance, capital spending,
financial results and the completion of the transactions
contemplated by the company’s merger agreement with TDK. The
company does not undertake to update its forward-looking
statements. These statements involve risks and uncertainties. The
company’s actual results could differ materially from those
anticipated in these forward-looking statements as a result of
changes in market demand and market consumption of disk drives or
suspension assemblies, changes in demand for our products, market
acceptance of new products, the company’s ability to produce
suspension assemblies at levels of precision, quality, volume and
cost its customers require, changes in product mix, changes in
customers yields, changes in storage capacity requirements, changes
in expected data density, changes in the company’s ability to
operate its assembly operation in Thailand, changes in the
company’s ability to reduce costs, the company’s inability to
consummate the transactions contemplated by the company’s merger
agreement with TDK due to the failure to satisfy conditions to its
completion and other risks to consummation of the transaction and
other factors described from time to time in the company's reports
filed with the Securities and Exchange Commission.
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Hutchinson Technology
Incorporated |
Condensed Consolidated Statements of
Operations - Unaudited |
(In thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended |
|
|
Thirty-Nine Weeks Ended |
|
|
|
|
June 26, |
|
June 28, |
|
|
June 26, |
|
June 28, |
|
|
|
|
|
2016 |
|
|
|
2015 |
|
|
|
|
2016 |
|
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales |
|
$ |
53,196 |
|
|
$ |
54,675 |
|
|
|
$ |
171,283 |
|
|
$ |
189,457 |
|
|
Cost of sales |
|
|
46,062 |
|
|
|
49,846 |
|
|
|
|
146,716 |
|
|
|
166,902 |
|
|
|
Gross
profit |
|
|
7,134 |
|
|
|
4,829 |
|
|
|
|
24,567 |
|
|
|
22,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses |
|
|
5,577 |
|
|
|
5,165 |
|
|
|
|
17,036 |
|
|
|
18,304 |
|
|
Selling, general and administrative expenses |
|
|
4,724 |
|
|
|
5,726 |
|
|
|
|
15,836 |
|
|
|
17,559 |
|
|
Merger-related expenses |
|
|
444 |
|
|
|
- |
|
|
|
|
4,819 |
|
|
|
- |
|
|
Severance and site
consolidation expenses |
|
|
- |
|
|
|
- |
|
|
|
|
503 |
|
|
|
159 |
|
|
|
Loss from
operations |
|
|
(3,611 |
) |
|
|
(6,062 |
) |
|
|
|
(13,627 |
) |
|
|
(13,467 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net |
|
|
30 |
|
|
|
(1,004 |
) |
|
|
|
1,118 |
|
|
|
(1,292 |
) |
|
Loss on extinguishment of long-term debt |
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
(4,318 |
) |
|
Interest income |
|
|
20 |
|
|
|
7 |
|
|
|
|
52 |
|
|
|
26 |
|
|
Interest expense |
|
|
(3,303 |
) |
|
|
(3,086 |
) |
|
|
|
(9,945 |
) |
|
|
(10,809 |
) |
|
|
Loss before
income taxes |
|
|
(6,864 |
) |
|
|
(10,145 |
) |
|
|
|
(22,402 |
) |
|
|
(29,860 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Benefit) provision for income taxes |
|
|
(17 |
) |
|
|
15 |
|
|
|
|
(630 |
) |
|
|
(98 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(6,847 |
) |
|
$ |
(10,160 |
) |
|
|
$ |
(21,772 |
) |
|
$ |
(29,762 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
|
$ |
(0.20 |
) |
|
$ |
(0.30 |
) |
|
|
$ |
(0.64 |
) |
|
$ |
(0.92 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted loss per share |
|
$ |
(0.20 |
) |
|
$ |
(0.30 |
) |
|
|
$ |
(0.64 |
) |
|
$ |
(0.92 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding |
|
33,917 |
|
|
|
33,493 |
|
|
|
|
33,832 |
|
|
|
32,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average diluted shares outstanding |
|
|
33,917 |
|
|
|
33,493 |
|
|
|
|
33,832 |
|
|
|
32,437 |
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
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|
Hutchinson Technology
Incorporated |
|
Condensed Consolidated Balance Sheets -
Unaudited |
|
(In thousands, except shares data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 26, |
|
September 27, |
|
|
|
|
|
|
|
|
2016 |
|
|
|
2015 |
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
$ |
47,255 |
|
|
$ |
39,454 |
|
|
|
Short-term investments - restricted |
|
|
|
506 |
|
|
|
965 |
|
|
|
Trade receivables, net |
|
|
|
|
11,664 |
|
|
|
15,860 |
|
|
|
Other receivables |
|
|
|
|
1,486 |
|
|
|
2,707 |
|
|
|
Inventories |
|
|
|
|
32,586 |
|
|
|
40,148 |
|
|
|
Other current assets |
|
|
|
|
3,535 |
|
|
|
3,588 |
|
|
|
Total
current assets |
|
|
|
|
97,032 |
|
|
|
102,722 |
|
|
Property, plant and equipment, net |
|
|
|
117,280 |
|
|
|
134,509 |
|
|
Other assets |
|
|
|
|
3,508 |
|
|
|
4,281 |
|
|
Total
assets |
|
|
|
$ |
217,820 |
|
|
$ |
241,512 |
|
|
|
|
|
|
|
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|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current debt, net of discount |
|
|
$ |
86,494 |
|
|
$ |
3,000 |
|
|
|
Current portion of capital lease obligation |
|
|
2,178 |
|
|
|
2,188 |
|
|
|
Accounts payable |
|
|
14,818 |
|
|
|
19,877 |
|
|
|
Accrued compensation |
|
|
|
|
8,908 |
|
|
|
9,388 |
|
|
|
Accrued expenses and other |
|
|
|
7,560 |
|
|
|
4,239 |
|
|
|
Accrued interest |
|
|
|
|
3,639 |
|
|
|
2,838 |
|
|
|
Total current
liabilities |
|
|
|
|
123,597 |
|
|
|
41,530 |
|
|
Long-term debt, net of discount |
|
|
|
37,500 |
|
|
|
122,156 |
|
|
Capital lease obligation |
|
|
|
|
2,793 |
|
|
|
4,220 |
|
|
Other long-term liabilities |
|
|
|
|
3,028 |
|
|
|
2,731 |
|
|
Shareholders' equity: |
|
|
|
|
|
|
|
|
Common stock $.01 par value, 100,000,000
shares |
|
|
|
|
|
authorized, 33,915,000 and
33,540,000 |
|
|
|
|
|
|
|
|
|
issued and
outstanding |
|
|
|
339 |
|
|
|
335 |
|
|
|
Additional paid-in capital |
|
|
|
|
453,161 |
|
|
|
452,165 |
|
|
|
Accumulated other comprehensive loss |
|
|
(3,510 |
) |
|
|
(4,309 |
) |
|
|
Accumulated loss |
|
|
|
|
(399,088 |
) |
|
|
(377,316 |
) |
|
|
Total shareholders'
equity |
|
|
|
|
50,902 |
|
|
|
70,875 |
|
|
Total liabilities and shareholders' equity |
|
|
$ |
217,820 |
|
|
$ |
241,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hutchinson Technology
Incorporated |
|
Condensed Consolidated Statements of Cash
Flows - Unaudited |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
|
|
Thirty-Nine Weeks Ended |
|
|
|
|
June 26, |
|
June 28, |
|
|
|
|
|
2016 |
|
|
|
2015 |
|
|
Operating activities: |
|
|
|
|
|
Net
loss |
$ |
(21,772 |
) |
|
$ |
(29,762 |
) |
|
|
Adjustments to reconcile net loss to |
|
|
|
|
|
cash provided by operating activities: |
|
|
|
|
|
|
Depreciation
and amortization |
|
21,749 |
|
|
|
24,134 |
|
|
|
|
Stock-based
compensation |
|
931 |
|
|
|
1,041 |
|
|
|
|
(Gain) loss on
disposal of assets |
|
(473 |
) |
|
|
63 |
|
|
|
|
Non-cash
interest expense |
|
1,088 |
|
|
|
1,622 |
|
|
|
|
Loss on
extinguishment of debt |
|
- |
|
|
|
4,318 |
|
|
|
|
Severance and
site consolidation expenses |
|
153 |
|
|
|
(27 |
) |
|
|
|
Changes in
operating assets and liabilities |
|
13,063 |
|
|
|
9,463 |
|
|
|
|
Cash provided by operating activities |
|
14,739 |
|
|
|
10,852 |
|
|
|
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
Capital expenditures |
|
(5,684 |
) |
|
|
(17,344 |
) |
|
|
Proceeds from sale / leaseback of equipment |
|
816 |
|
|
|
3,111 |
|
|
|
Change in restricted cash |
|
(447 |
) |
|
|
19 |
|
|
|
Purchases of marketable securities |
|
(1,012 |
) |
|
|
(965 |
) |
|
|
Sales / maturities of marketable securities |
|
1,471 |
|
|
|
965 |
|
|
|
|
Cash used for investing activities |
|
(4,856 |
) |
|
|
(14,214 |
) |
|
|
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
Proceeds from issuance of common stock |
|
69 |
|
|
|
60 |
|
|
|
Repayments of capital lease |
|
(1,845 |
) |
|
|
(1,749 |
) |
|
|
Repayments of revolving credit line |
|
(38,494 |
) |
|
|
(100,389 |
) |
|
|
Proceeds from revolving credit line |
|
38,494 |
|
|
|
93,856 |
|
|
|
Repayments of debt |
|
(2,250 |
) |
|
|
(40,572 |
) |
|
|
Proceeds from private placement of debt |
|
- |
|
|
|
37,500 |
|
|
|
Proceeds from term loan |
|
- |
|
|
|
15,000 |
|
|
|
Debt refinancing costs |
|
- |
|
|
|
(3,175 |
) |
|
|
|
Cash used for (provided by) financing
activities |
|
(4,026 |
) |
|
|
531 |
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
1,944 |
|
|
|
279 |
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents |
|
7,801 |
|
|
|
(2,552 |
) |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of
period |
|
39,454 |
|
|
|
37,939 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
47,255 |
|
|
$ |
35,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hutchinson Technology
Incorporated |
|
Reconciliation of Non-GAAP to GAAP Financial
Measures - Unaudited |
|
(In thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Thirteen Weeks Ended |
|
|
|
|
June 26, |
|
March 27, |
|
June 28, |
|
|
|
|
|
2016 |
|
|
|
2016 |
|
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
Net loss -
GAAP |
|
|
$ |
(6,847 |
) |
|
$ |
(9,628 |
) |
|
$ |
(10,160 |
) |
|
Subtract foreign currency
gain |
|
|
|
- |
|
|
|
(713 |
) |
|
|
- |
|
|
Add foreign currency
loss |
|
|
|
84 |
|
|
|
- |
|
|
|
1,093 |
|
|
Add non-cash interest
expenses |
|
|
|
370 |
|
|
|
364 |
|
|
|
332 |
|
|
Add merger-related
expenses |
|
|
|
444 |
|
|
|
938 |
|
|
|
- |
|
|
Add site
consolidation and severance expenses |
|
|
- |
|
|
|
503 |
|
|
|
- |
|
|
Net loss -
Adjusted |
|
|
$ |
(5,949 |
) |
|
$ |
(8,536 |
) |
|
$ |
(8,735 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per
common share – GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss
income per share |
|
|
$ |
(0.20 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.30 |
) |
|
Diluted loss
income per share |
|
|
$ |
(0.20 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.30 |
) |
|
|
|
|
|
|
|
|
|
|
Net loss per
common share – Adjusted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per
share |
|
|
$ |
(0.18 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.26 |
) |
|
Diluted loss
per share |
|
|
$ |
(0.18 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.26 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted
average common and common equivalent shares
outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
33,917 |
|
|
|
33,790 |
|
|
|
33,493 |
|
|
Diluted |
|
|
33,917 |
|
|
|
33,790 |
|
|
|
33,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share basic and diluted, is
calculated by dividing net loss by weighted average common and
common equivalent shares outstanding basic and diluted,
respectively. |
|
|
|
|
INVESTOR CONTACT:
Chuck Ives
Hutchinson Technology Inc.
320-587-1605
MEDIA CONTACT:
Connie Pautz
Hutchinson Technology Inc.
320-587-1823
Hutchinson (NASDAQ:HTCH)
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