NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
(Columnar dollar amounts in thousands, except per share amounts)
When we refer to “we,” “our,” “us,” the “company” or “HTI,” we mean Hutchinson Technology Incorporated and its subsidiaries. Unless otherwise indicated, references to “2013” mean our fiscal year ending September 29, 2013, references to “2012” mean our fiscal year ended September 30, 2012 and references to “2011” mean our fiscal year ended September 25, 2011.
(1) BASIS OF PRESENTATION
The condensed consolidated financial statements have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished in the condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments which are, in the opinion of our management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Although we believe that the disclosures are adequate to make the information presented not misleading, we suggest that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in our latest Annual Report on Form 10-K. The quarterly results are not necessarily indicative of the actual results that may occur for the entire fiscal year.
(2) CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of all highly liquid investments with original maturities of three months or less.
As of December 30, 2012 and September 30, 2012, we had $2,019,000 and $5,419,000 of cash and cash equivalents that were restricted in use, respectively, which are classified in other current assets. These amounts covered outstanding letters of credit and cash received and temporarily held in our senior secured credit facility collections account.
(3) INVESTMENTS
Our short-term investments are comprised of United States government debt securities. We account for securities available for sale in accordance with Financial Accounting Standards Board (“FASB”) guidance regarding accounting for certain investments in debt and equity securities, which requires that available-for-sale and trading securities be carried at fair value. Unrealized gains and losses deemed to be temporary on available-for-sale securities are reported as other comprehensive (loss) income (“OCI”) within shareholders’ equity. Fair value of the securities is based upon quoted market prices in active markets or estimated fair value when quoted market prices are not available. The cost basis for realized gains and losses on available-for-sale securities is determined on a specific identification basis. We classify our securities available for sale as short- or long-term based upon management’s intent and ability to hold these investments.
A summary of our investments as of December 30, 2012, is as follows:
|
|
|
|
|
Gross Realized
|
|
|
Gross Unrealized
|
|
|
Recorded
|
|
|
|
Cost Basis
|
|
|
Gains
|
|
|
Losses
|
|
|
Gains
|
|
|
Losses
|
|
|
Basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S government debt securities
|
|
$
|
1,200
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
1,200
|
|
A summary of our investments as of September 30, 2012, is as follows:
|
|
|
|
|
Gross Realized
|
|
|
Gross Unrealized
|
|
|
Recorded
|
|
|
|
Cost Basis
|
|
|
Gains
|
|
|
Losses
|
|
|
Gains
|
|
|
Losses
|
|
|
Basis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S government debt securities
|
|
$
|
1,200
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
1,200
|
|
As of December 30, 2012, our short-term investments were scheduled to mature within one year.
As of December 30, 2012, and December 25, 2011, we had $1,200,000 of short-term investments that were restricted in use.
(4) FAIR VALUE MEASUREMENTS
We follow fair value measurement accounting with respect to (i) nonfinancial assets and liabilities that are recognized or disclosed at fair value in our financial statements on a recurring basis, and (ii) all financial assets and liabilities.
The fair value measurement guidance defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. Under the guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability, developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability, developed based upon the best information available in the circumstances. The fair value hierarchy prescribed by the guidance is broken down into three levels as follows:
Level 1 –
|
Unadjusted quoted prices in an active market for the identical assets or liabilities at the measurement date.
|
Level 2 –
|
Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:
·
Quoted prices for similar assets or liabilities in active markets;
·
Quoted prices for identical or similar assets in nonactive markets;
·
Inputs other than quoted prices that are observable for the asset or liability; and
·
Inputs that are derived principally from or corroborated by other observable market data.
|
Level 3 –
|
Unobservable inputs that reflect the use of significant management judgment. These values are generally determined using pricing models for which assumptions utilize management’s estimates of market participant assumptions.
|
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments purchased with a maturity of three months or less. The carrying value of these cash equivalents approximates fair value due to their short-term maturities.
Available-for-sale Securities
Our available-for-sale securities are comprised of United States government debt securities. The fair value is based on quoted market prices in active markets.
The following table provides information by level for assets and liabilities that are measured at fair value on a recurring basis.
|
|
Fair Value Measurements at
December 30, 2012
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
56,300
|
|
|
$
|
–
|
|
|
$
|
–
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government debt securities
|
|
|
1,200
|
|
|
|
–
|
|
|
|
–
|
|
Total assets
|
|
$
|
57,500
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
Fair Value Measurements at
September 30, 2012
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
53,653
|
|
|
$
|
–
|
|
|
$
|
–
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. government debt securities
|
|
|
1,200
|
|
|
|
–
|
|
|
|
–
|
|
Total assets
|
|
$
|
54,853
|
|
|
$
|
–
|
|
|
$
|
–
|
|
Short- and Long-Term Debt
The fair values of the 3.25% Convertible Subordinated Notes due 2026 (the “3.25% Notes”) and the 8.50% Convertible Subordinated Notes due 2026 (the “8.50% Convertible Notes”) are estimated based on the closing market price of the respective Notes as of the end of the fiscal quarter. The fair value of the 3.25% Notes and the 8.50% Convertible Notes were classified in Level 1 of the fair value hierarchy.
The 8.50% Senior Secured Second Lien Notes due 2017 (the “8.5% Secured Notes”) had not experienced significant trading activity, therefore the estimate was based on the closing market price of similar debt as of the end of the fiscal quarter. The fair value of the 8.50% Secured Notes was classified in Level 2 of the fair value hierarchy.
The fair value of our senior secured credit facility’s carrying value is a reasonable estimate of fair value. The fair value of the credit facility was classified in Level 2 of the fair value hierarchy.
The estimated fair values of our short- and long-term debt were as follows on each of the indicated dates:
|
|
December 30, 2012
|
|
|
September 30, 2012
|
|
|
|
Carrying
Amount
|
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
|
Fair
Value
|
|
3.25% Notes
|
|
$
|
11,859
|
|
|
$
|
11,769
|
|
|
$
|
11,698
|
|
|
$
|
11,351
|
|
8.50% Convertible Notes
|
|
|
52,917
|
|
|
|
35,374
|
|
|
|
52,339
|
|
|
|
29,369
|
|
8.50% Secured Notes
|
|
|
73,174
|
|
|
|
82,088
|
|
|
|
72,893
|
|
|
|
81,299
|
|
Credit Facility
|
|
|
4,109
|
|
|
|
4,109
|
|
|
|
–
|
|
|
|
–
|
|
(5) TRADE RECEIVABLES
We grant credit to our customers, but generally do not require collateral or any other security to support amounts due. Trade receivables of $23,998,000 at December 30, 2012, and $21,438,000 at September 30, 2012, were net of allowances of $89,000 and $44,000, respectively. The allowances at the end of December 30, 2012 and September 30, 2012 were for sales returns.
We generally warrant that the products sold by us will be free from defects in materials and workmanship for a period of one year or less following delivery to our customer. Upon determination that the products sold are defective, we typically accept the return of such products and refund the purchase price to our customer. We record a provision against revenue for estimated returns on sales of our products in the same period that the related revenues are recognized. We base the allowance on historical product returns, as well as existing product return authorizations. The following table reconciles the changes in our allowance for sales returns under warranties:
September 30,
2012
|
|
Increases in the
Allowance Related to
Warranties Issued
|
|
Reductions in the
Allowance for Returns
Under Warranties
|
|
December 30,
2012
|
$44
|
|
$314
|
|
$(269)
|
|
$89
|
(6) INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out method) or market by analyzing market conditions, current sales prices, inventory costs and inventory balances. Inventories consisted of the following at December 30, 2012, and September 30, 2012:
|
|
December 30,
2012
|
|
|
September 30,
2012
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
19,948
|
|
|
$
|
14,647
|
|
Work in process
|
|
|
10,464
|
|
|
|
11,069
|
|
Finished goods
|
|
|
16,432
|
|
|
|
15,716
|
|
|
|
$
|
46,844
|
|
|
$
|
41,432
|
|
(7) SHORT- AND LONG-TERM DEBT
Short- and long-term debt consisted of the following at December 30, 2012, and September 30, 2012:
|
|
December 30,
2012
|
|
|
September 30,
2012
|
|
3.25% Notes
|
|
$
|
11,886
|
|
|
$
|
11,886
|
|
3.25% Notes debt discount
|
|
|
(27
|
)
|
|
|
(188
|
)
|
8.50% Convertible Notes
|
|
|
58,504
|
|
|
|
58,504
|
|
8.50% Convertible Notes debt discount
|
|
|
(5,587
|
)
|
|
|
(6,165
|
)
|
8.50% Secured Notes
|
|
|
78,931
|
|
|
|
78,931
|
|
8.50% Secured Notes debt discount
|
|
|
(5,757
|
)
|
|
|
(6,038
|
)
|
Credit facility
|
|
|
4,109
|
|
|
|
–
|
|
Capital lease obligation
|
|
|
1,637
|
|
|
|
–
|
|
Total short-and long-term debt, net of discounts
|
|
|
143,696
|
|
|
|
136,930
|
|
Less: Current maturities, net of discount
|
|
|
(16,392
|
)
|
|
|
(11,698
|
)
|
Total long-term debt, net of discounts
|
|
$
|
127,304
|
|
|
$
|
125,232
|
|
3.25% Notes
In January 2006, we issued pursuant to an indenture $225,000,000 aggregate principal amount of 3.25% Notes. Interest on the 3.25% Notes was payable on January 15 and July 15 of each year, which began on July 15, 2006. Issuance costs of $6,029,000 were capitalized and were being amortized over seven years, except to the extent the underlying notes have been retired, in consideration of the holders’ ability to require us to repurchase all or a portion of the 3.25% Notes on January 15, 2013, as described below.
Since January 21, 2011, we had the right to redeem for cash all or a portion of the 3.25% Notes at specified redemption prices, as provided in the indenture governing the 3.25% Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Holders of the 3.25% Notes could have required us to purchase all or a portion of their 3.25% Notes for cash on January 15, 2013, January 15, 2016 and January 15, 2021, or in the event of a fundamental change, at a purchase price equal to 100 percent of the principal amount of the 3.25% Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the purchase date.
Under certain circumstances, holders of the 3.25% Notes could have converted their 3.25% Notes based on a conversion rate of 27.4499 shares of our common stock per $1,000 principal amount of the 3.25% Notes (which is equal to an initial conversion price of approximately $36.43 per share), subject to adjustment. Upon conversion, in lieu of shares of our common stock, for each $1,000 principal amount of the 3.25% Notes a holder would have received an amount in cash equal to the lesser of (i) $1,000, or (ii) the conversion value, determined in the manner set forth in the indenture, of the number of shares of our common stock equal to the conversion rate. If the conversion value exceeded $1,000, we also would have delivered, at our election, cash or common stock or a combination of cash and common stock with respect to the remaining common stock deliverable upon conversion.
We follow FASB authoritative guidance for accounting for convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement). This guidance specifies that convertible debt instruments that may be settled in cash upon conversion shall be separately accounted for by allocating a portion of the fair value of the instrument as a liability and the remainder as equity. The excess of the principal amount of the liability component over its carrying amount shall be amortized to interest cost over the effective term. The provisions of this guidance applied to the 3.25% Notes. This guidance requires us to recognize additional (non-cash) interest expense based on the market rate for similar debt instruments that do not contain a comparable conversion feature.
The adoption of this guidance required us to allocate the original $225,000,000 proceeds received from the issuance of our 3.25% Notes between the applicable debt and equity components. Accordingly, we allocated $160,584,000 of the proceeds to the debt component of our 3.25% Notes and $40,859,000, net of deferred taxes of $23,557,000, to the equity conversion feature. Subsequent to the original issuance date of the 3.25% Notes, a full valuation allowance was recorded against our deferred tax assets (see Note 12 for a discussion of income taxes). The debt component allocation was based on the estimated fair value of similar debt instruments without a conversion feature as determined by using a discount rate of 8.75%, which represents our estimated borrowing rate for such debt as of the date of our 3.25% Notes issuance. The difference between the cash proceeds associated with our 3.25% Notes and the debt component was recorded as a debt discount with a corresponding offset to additional paid-in capital, net of applicable deferred taxes, representing the equity conversion feature. The debt discount that we recorded was amortized over seven years (except to the extent the underlying 3.25% Notes have been retired), which was the expected term of our 3.25% Notes (January 19, 2006 through January 15, 2013), using the effective interest method resulting in additional non-cash interest expense. As of December 30, 2012, the remaining period over which the debt discount was amortized for outstanding 3.25% Notes was approximately 1 month.
The carrying amounts of our 3.25% Notes included in our condensed consolidated balance sheets were as follows:
|
|
December 30,
2012
|
|
|
September 30,
2012
|
|
Principal balance
|
|
$
|
11,886
|
|
|
$
|
11,886
|
|
Debt discount
|
|
|
(27
|
)
|
|
|
(188
|
)
|
Convertible subordinated notes, net
|
|
$
|
11,859
|
|
|
$
|
11,698
|
|
We have recorded the following interest expense related to our 3.25% Notes in the periods presented:
|
|
Thirteen Weeks Ended
|
|
|
|
December 30,
2012
|
|
|
December 25,
2011
|
|
Coupon rate of interest (cash interest)
|
|
$
|
97
|
|
|
$
|
619
|
|
Debt discount amortization (non-cash interest)
|
|
|
160
|
|
|
|
943
|
|
Net interest expense for the 3.25% Notes
|
|
$
|
257
|
|
|
$
|
1,562
|
|
A total of $11,886,000 aggregate principal amount of the 3.25% Notes remained outstanding at December 30, 2012.
8.50% Convertible Notes
In February 2011, we issued as part of a tender/exchange, $40,000,000 aggregate principal amount of 8.50% Convertible Notes pursuant to an indenture dated as of February 11, 2011. The 8.50% Convertible Notes are senior in right of payment to any of our existing and future subordinated indebtedness, including any outstanding 3.25% Notes. Interest is payable on the 8.50% Convertible Notes on January 15 and July 15 of each year. The 8.50% Convertible Notes mature on January 15, 2026. Each $1,000 principal amount of the 8.50% Convertible Notes is convertible into 116.2790 shares of our common stock (which is equal to an initial conversion price of approximately $8.60 per share), subject to adjustment.
We have the right to redeem the 8.50% Convertible Notes (i) on or after January 15, 2013 to, but excluding, January 15, 2015, if the closing price of our common stock equals or exceeds 150 percent of the conversion price, and (ii) at any time on or after January 15, 2015, in either case in whole or in part, for cash equal to 100 percent of the principal amount of the 8.50% Convertible Notes to be redeemed plus any accrued but unpaid interest to, but excluding, the redemption date. Holders of the 8.50% Convertible Notes may require us to repurchase all or a portion of their 8.50% Convertible Notes at par on each of January 15, 2015, January 15, 2016 and January 15, 2021, for cash equal to 100 percent of the principal amount of the 8.50% Convertible Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the repurchase date. If a fundamental change (as defined in the indenture) occurs, each holder of 8.50% Convertible Notes will have the right to require us to repurchase all or any portion of that holder’s 8.50% Convertible Notes for cash equal to 100 percent of the principal amount of the 8.50% Convertible Notes to be repurchased plus any accrued but unpaid interest to but excluding the repurchase date.
As a result of a February 2011 tender/exchange, we retired an aggregate principal amount of $75,294,000 of the 3.25% Notes. We made cash payments of $30,000,000 for the purchase of $35,294,000 aggregate principal amount of the 3.25% Notes and we issued the $40,000,000 aggregate principal amount of the 8.50% Convertible Notes in exchange for $40,000,000 aggregate principal amount of the 3.25% Notes. We determined that the debt instruments in the tender/exchange had substantially different terms and therefore applied debt extinguishment accounting. The difference between the fair value and the carrying value of the liability component of the 3.25% Notes at the date of extinguishment was recorded as a $5,467,000 gain on extinguishment of debt. The difference between the fair value of the liability component and the fair value of the consideration exchanged was applied as reacquisition of the equity component, which resulted in a $3,371,000 reduction to additional paid-in capital.
In July 2011, we completed an exchange for an additional portion of our outstanding 3.25% Notes. In connection with the July 2011 exchange, we issued $45,170,000 aggregate principal amount of the 8.50% Convertible Notes and made aggregate cash payments of $3,091,000 in exchange for $45,963,000 aggregate principal amount of the 3.25% Notes. We determined that the debt instruments in the exchange had substantially different terms and therefore applied debt extinguishment accounting. The difference between the fair value and the carrying value of the liability component of the 3.25% Notes at the date of extinguishment was recorded as a $2,915,000 gain on extinguishment of debt. The difference between the fair value of the liability component and the fair value of the consideration exchanged was applied as reacquisition of the equity component, which resulted in a $606,000 reduction to additional paid-in capital.
On April 12, 2012, after funding the purchase of 3.25% Notes through the 3.25% Tender/Exchange Offer as discussed below, we completed an offer to purchase for cash $26,666,000 aggregate principal amount of our outstanding 8.50% Convertible Notes, whereby we applied $19,999,500 of residual proceeds from a private placement of 8.50% Secured Notes to fund the purchase of outstanding 8.50% Convertible Notes. Applying debt extinguishment accounting, we recorded a gain on extinguishment of debt of $2,629,000 for the thirteen weeks ended December 25, 2011.
8.50% Secured Notes
In March, 2012, we issued $78,931,000 aggregate principal amount of 8.50% Secured Notes. Of that total amount, $38,931,000 aggregate principal amount of 8.50% Secured Notes was issued pursuant to an effective registration statement relating to an offer to purchase for cash or exchange for new securities any and all of our outstanding 3.25% Notes (the “3.25% Tender/Exchange Offer”). The remaining $40,000,000 aggregate principal amount of 8.50% Secured Notes was issued in a private placement that included the issuance of warrants to purchase 3,869,000 shares of our common stock. The warrants are exercisable on a cashless basis for $.01 per share for ten years after their issuance. The total purchase price for the 8.50% Secured Notes and warrants issued in the private placement was $39,400,000. The fair value of the warrants was recorded in Additional Paid-in Capital (“APIC”) in the amount of $8,489,000.
The 8.50% Secured Notes bear interest at a rate of 8.50% per annum, payable semiannually in arrears on January 15 and July 15 of each year, beginning July 15, 2012, and mature on January 15, 2017 unless redeemed or repurchased in accordance with their terms. The 8.50% Secured Notes are secured by liens on all assets securing our existing or future senior secured credit facilities (other than certain excluded assets), which liens rank junior in priority to any liens securing our senior secured credit facilities and other permitted priority liens.
We may redeem all or part of the 8.50% Secured Notes at any time by paying 100% of the principal amount redeemed, plus a make-whole premium (and accrued and unpaid interest on the principal amount redeemed to) as of the date of redemption (subject to the rights of holders of the 8.50% Secured Notes on the relevant record date to receive interest due on the relevant interest payment date as and to the extent provided in the indenture). The indenture governing the 8.50% Secured Notes contains certain covenants that, among other things, will limit our and our restricted subsidiaries’ ability to incur additional indebtedness, pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments, enter into agreements that restrict distributions from restricted subsidiaries, sell or otherwise dispose of assets, including capital stock of restricted subsidiaries, enter into transactions with affiliates, create or incur liens and enter into operating leases. The indenture also limits the amount of our consolidated total assets and free cash flow that can be attributable to subsidiaries that have not guaranteed the 8.50% Secured Notes or, in certain cases, had their stock pledged to secure the 8.50% Secured Notes
.
Holders of the warrants are entitled to participate pro rata in any dividends or other distributions (whether in cash, securities or other assets) paid, or rights offered, to holders of our common stock on an as-exercised basis. The warrants are also eligible for adjustment as necessary to protect from the dilutive effects of recapitalizations, reclassifications, stock splits and similar transactions.
3.25% Tender/Exchange Offer
On March 30, 2012, we completed the 3.25% Tender/Exchange Offer and, in accordance with its terms, made cash payments totaling $16,877,700, plus accrued and unpaid interest, for the purchase of $21,097,125 aggregate principal amount of outstanding 3.25% Notes that were tendered and accepted for purchase. A total of $11,886,000 aggregate principal amount of 3.25% Notes, included in “Current maturities of long-term debt, net of discount” on our condensed consolidated balance sheets, remained outstanding after completion of the 3.25% Tender/Exchange Offer. Applying debt extinguishment accounting, we recorded a gain on extinguishment of debt of $3,268,000 for the thirteen weeks ended December 25, 2011. The consideration paid for outstanding 3.25% Notes tendered for purchase was funded by the proceeds from the 8.50% Secured Notes sold by us in the private placement.
In accordance with the terms of the 3.25% Tender/Exchange Offer, we also issued $38,931,000 aggregate principal amount of 8.50% Secured Notes, and made cash payments in lieu of issuing partial 8.50% Secured Notes and for accrued and unpaid interest, in exchange for $43,260,000 aggregate principal amount of outstanding 3.25% Notes tendered and accepted for exchange. Because the terms of the 8.50% Secured Notes and outstanding 3.25% Notes were not substantially different, debt modification accounting was applied in accordance with FASB guidance. As a result, no gain or loss was recorded on the debt exchange. The difference between the book value of the outstanding 3.25% Notes and the par value of the 8.50% Secured Notes that were issued in exchange and the portion of the remaining debt discount on the outstanding 3.25% Notes will be accreted over the term of the 8.50% Secured Notes. The portion of previously incurred debt refinancing costs also will be amortized over the term of the 8.50% Secured Notes.
Debt refinancing costs for the thirteen weeks ended December 25, 2011, were $3,926,000. Because the terms of the 8.50% Secured Notes and outstanding 3.25% Notes in the exchange were not substantially different, debt modification accounting was applied in accordance with FASB guidance. The debt refinancing costs associated with the debt transactions were expensed as incurred.
3.25% Notes Redemption Subsequent to Quarter End
On January 3, 2013, subsequent to quarter end, we initiated a redemption of all remaining 3.25% Notes. In accordance with the terms of the indenture governing the 3.25% Notes and a notice of redemption thereunder, all $11,886,000 aggregate principal amount of 3.25% Notes were redeemed on or before February 2, 2013 at a redemption price of 100 percent of the principal amount, plus accrued and unpaid interest up to, but not including, the redemption date. Interest on the 3.25% Notes called for redemption ceased to accrue as of February 2, 2013. No gain or loss is expected to be recorded as a result of this transaction.
Debt Refinancing Subsequent to Quarter End
On January 22, 2013, subsequent to quarter end, we issued $12,200,000 aggregate principal amount of 10.875% Senior Secured Second Lien Notes due 2017 (the “10.875% Notes”) for a total purchase price of $11,590,000. On January 23, 2013, we repurchased $18,682,000 aggregate principal amount of our outstanding 8.50% Convertible Notes by making cash payments totaling $11,583,000, plus accrued and unpaid interest, which payments were funded by the proceeds of the sale of the 10.875% Notes. We expect to apply debt extinguishment accounting and anticipate we will record a gain on extinguishment of debt for the thirteen weeks ended March 31, 2013. These transactions reduced the portion of our outstanding debt subject to a holder-initiated repurchase as early as 2015 from $58,504,000 to $39,822,000.
The 10.875% Notes are issued under an indenture dated as of January 22, 2013 and bear interest at a rate of 10.875% per annum, payable semiannually in arrears on January 16 and July 15 of each year, beginning July 15, 2013. The 10.875% Notes are secured by liens on all assets securing our senior secured credit facilities (other than capital stock of subsidiaries of our company to the extent that inclusion of such capital stock would require the filing of separate financial statements for such subsidiaries with the SEC), which liens rank junior in priority to the liens securing our senior secured credit facilities and other permitted prior liens and on an equal and ratable basis with the liens securing our 8.50% Secured Notes. The 10.875% Notes are scheduled to mature on January 15, 2017 unless redeemed or repurchased in accordance with their terms. We may redeem all or a portion of the 10.875% Notes at any time by paying 100 percent of the principal amount redeemed, plus a make-whole premium as of, and accrued and unpaid interest to, the date of redemption.
To accommodate the January 2013 debt refinancing described above, on January 22, 2013, we entered into (i) a first supplemental indenture to the indenture dated as of March 30, 2012, which governs the 8.50% Secured Notes, and (ii) a consent and amendment no. 3 to our revolving credit and security agreement.
Senior Secured Credit Facility
In September 2011, we entered into a revolving credit and security agreement with PNC Bank, National Association (“PNC Bank”). The credit agreement provides us with a senior secured credit facility in a principal amount of up to $35,000,000, subject to a borrowing base. The credit facility is secured by substantially all of the personal and real property of Hutchinson Technology Incorporated. The maturity date of the credit facility is October 1, 2014. The credit agreement contains customary representations, warranties, covenants and events of default that, among other things, limit our and our restricted subsidiaries’ ability, to, incur additional indebtedness; pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investment; sell or otherwise dispose of assets, including capital stock of restricted subsidiaries; enter into transactions with affiliates; create or incur liens; enter into operating leases; merge, consolidate or sell substantially all of our assets; make capital expenditures; change the nature of our business; and expend the assets or free cash flow of certain subsidiaries. The agreement also contains certain financial covenants that require us to maintain a minimum fixed charge coverage ratio, minimum earnings before interest, taxes, depreciation and amortization (“EBITDA”), and minimum liquidity. We maintain an account at PNC Bank with a minimum balance of $15,000,000, as required under the credit agreement.
The suspension of production at our Thailand facility in October 2011 triggered an event of default provision related to business interruptions under the revolving credit and security agreement, and we obtained a waiver of the event of default. The event of default did not trigger any cross-default provisions in our other financing arrangements.
In February 2012, we entered into a consent and amendment to our credit agreement with PNC Bank, which itself was further amended in March 2012. Under the amended consent and amendment, PNC Bank consented to our use of the proceeds from the private placement of 8.50% Secured Notes to purchase a portion of our outstanding 8.50% Convertible Notes.
In July, 2012, we entered into a second amendment to our credit agreement with PNC Bank. The amendment modified certain of the financial covenants under the existing agreement, (i) to eliminate the fixed charge coverage ratio requirement for our fiscal quarters ended June 24, 2012 and ending September 30, 2012 and provide for aggregating the applicable measurement periods starting with our fiscal quarter ending December 30, 2012 and (ii) to implement an additional EBITDA requirement for our fiscal year ending September 30, 2012.
Subsequent to quarter end, as of January 22, 2013, we entered into a third amendment to our credit agreement with PNC Bank. Under the amendment, PNC Bank consented to the January 2013 debt refinancing, including the private placement and the repurchases, and the granting of the liens to secure the 10.875% Notes.
In December 2012, we borrowed $7,000,000 under the senior secured credit facility. As of December 30, 2012, $4,109,000 remained outstanding. Subsequent to year end, we repaid all such borrowings. Amounts borrowed under the credit facility bear cash interest at a reduced rate equal to, at our election, either (i) PNC Bank’s alternate base rate plus 1.0% per annum or (ii) LIBOR plus 3.5% per annum if no defaults or events of default exist under the credit agreement. As of December 30, 2012, we were in compliance with the covenants of our credit facility.
Capital Leases
Certain of our manufacturing equipment is leased in a manner that requires the application of capital lease accounting. The present value of the minimum quarterly payments under these capital leases resulted in an initial $2,370,000 of related leased assets. The outstanding lease obligations as of December 30, 2012 and December 25, 2011 were $1,637,000 and $184,000, respectively. Future minimum payments for leases treated as a capital lease are $435,000 in 2013, $580,000 in 2014, $580,000 in 2015 and $97,000 in 2016.
(8) OTHER COMPREHENSIVE INCOME
Accumulated OCI, net of income taxes (see Note 12 for a discussion of income taxes), was as follows:
|
|
December 30,
2012
|
|
|
September 30,
2012
|
|
Foreign currency translation
|
|
$
|
(69
|
)
|
|
$
|
(129
|
)
|
Our Thailand operation uses local currency as its functional currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at the average exchange rates during the year. Resulting translation adjustments are recorded as a separate component of accumulated OCI. Foreign currency translation, net of income taxes (see Note 12 for a discussion of income taxes), for the thirteen weeks ended December 30, 2012, was a $60,000 gain, compared to a loss of $434,000 for the thirteen weeks ended December 25, 2011.
Transaction gains and losses that arise from the exchange rate changes on transactions denominated in a currency other than the local currency are included in “Other income (expense), net” in our condensed consolidated statements of operations. We recognized a foreign currency gain of $138,000 for the thirteen weeks ended December 30, 2012, compared to a loss of $530,000 for the thirteen weeks ended December 25, 2011, that was primarily related to purchases and advances denominated in U.S. dollars made by our Thailand operation.
(9) SEVERANCE AND OTHER EXPENSES
A summary of our severance and benefits and other expenses as of December 30, 2012, is as follows:
|
|
Severance and
Benefits
|
|
|
Other
Expenses
|
|
|
Total
|
|
Accrual balances, September 25, 2011
|
|
$
|
1,741
|
|
|
$
|
–
|
|
|
$
|
1,741
|
|
Restructuring charges
|
|
|
(895
|
)
|
|
|
184
|
|
|
|
(711
|
)
|
Cash payments
|
|
|
(729
|
)
|
|
|
(184
|
)
|
|
|
(913
|
)
|
Accrual balances, December 25, 2011
|
|
|
117
|
|
|
|
–
|
|
|
|
117
|
|
Cash payments
|
|
|
(117
|
)
|
|
|
–
|
|
|
|
(117
|
)
|
Accrual balances, March 25, 2012
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual balances, June 24, 2012
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual balances, September 30, 2012
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Restructuring charges
|
|
|
1,018
|
|
|
|
–
|
|
|
|
1,018
|
|
Cash payments
|
|
|
(631
|
)
|
|
|
–
|
|
|
|
(631
|
)
|
Accrual balances, December 30, 2012
|
|
$
|
387
|
|
|
$
|
–
|
|
|
$
|
387
|
|
During 2011, we announced a manufacturing consolidation and restructuring plan that consolidated our Hutchinson, Minnesota components operations into our operations in Eau Claire, Wisconsin. We also took additional actions to resize the company, reduce costs and improve cash flow, including severance actions. During the first quarter of 2012, flooding in Thailand required us to suspend our Thailand assembly operations. As a result of leveraging our U.S. assembly operations to offset the temporary loss of manufacturing capacity in Thailand, we retained approximately 120 employees in our Hutchinson, Minnesota manufacturing facility that we previously expected to terminate and whose anticipated severance and benefits were included in our 2011 severance and benefits expenses. This resulted in a reduction of $895,000 in severance and benefits expense during the first quarter of 2012. The remaining $117,000 of severance and benefits payments were completed in our second quarter of 2012.
As part of the 2011 consolidation and restructuring plan, we incurred approximately $184,000 of other expenses for the thirteen weeks ended December 25, 2011, primarily internal labor, contractors and freight, related to consolidation of the Hutchinson components operation into our operations in Eau Claire, Wisconsin.
During the first quarter of 2013, we identified approximately 55 positions to be eliminated as part of our continued focus on overall cost reduction. This resulted in $1,018,000 of severance and benefits expense during the first quarter of 2013. We expect the remaining severance and benefits payments of $387,000 will be complete by the end of our second quarter of 2013.
(10) ASSET IMPAIRMENT
When indicators of impairment exist and assets are held for use, we estimate future undiscounted cash flows attributable to the assets. In the event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets or based on appraisals. Factors affecting impairment of assets held for use include the ability of the specific assets to generate positive cash flows. Changes in any of these factors or changes in our forecast model estimates could necessitate impairment recognition in future periods for other assets held for use.
During the first quarter of 2012, flooding in Thailand required us to suspend our Thailand assembly operations and constrained the disk drive manufacturing supply chain, which affected demand for our products. We believe that the flooding, together with our continued operating losses, was a triggering event that required an impairment analysis. Based on our forecast model and impairment analysis for our first quarter of 2012, the expected undiscounted cash flows exceeded the carrying value of our assets. However, impairments were recognized on specific identification of assets that were destroyed by the floodwaters (see Note 11 regarding the Thailand flood).
Late in December 2012, we decided to further consolidate and streamline our U.S. operations. In connection with this consolidation of our operations, we have initiated the marketing of two of our facilities for sale or lease, including the portion of our Eau Claire, Wisconsin facility used for assembly operations and the Development Center building on our Hutchinson, Minnesota campus. We plan to wind down our assembly operations in Eau Claire, Wisconsin in 2013 as we shift more of that production to our Thailand operation. In Hutchinson, we are consolidating our Development Center into our headquarters building in 2013, taking advantage of the space made available by moving component manufacturing from Hutchinson to Eau Claire in 2011. We believe that the decision to consolidate operations was a triggering event that required us to perform an impairment analysis to evaluate the recoverability of the carrying value of our long-lived assets. Our impairment analysis for the first quarter of 2013 indicated that no charge for impairment was required. Based on our forecast model, the expected undiscounted cash flows exceeded the carrying value of our assets. We determined the long-lived assets did not meet the criteria to be classified as assets held for sale.
(11) THAILAND FLOOD
In October 2011, severe flooding in Thailand required us to suspend assembly operations at our Thailand manufacturing facility. During our fourth quarter of 2011, prior to the flooding, approximately one-third of our sales originated out of our Thailand assembly facility. By the end of that quarter, our Thailand operations had an assembly capacity of four to five million parts per week.
As a result of the flooding in Thailand, during our thirteen weeks ended December 25, 2011, we recorded insurance recoveries, net of flood-related costs, as follows:
|
|
Thirteen Weeks
Ended
December 25, 2011
|
|
Impairment of building and equipment
and write-off of inventory
|
|
$
|
11,082
|
|
Continuing costs during site shutdown
|
|
|
2,543
|
|
Site restoration
|
|
|
102
|
|
|
|
|
13,727
|
|
Insurance recoveries
|
|
|
(13,727
|
)
|
Flood-related costs, (net of insurance recoveries)
|
|
$
|
–
|
|
The total carrying value of our Thailand building and equipment was approximately $18,700,000 at the time of the flood. Of the total, $8,338,000 was destroyed by the floodwaters and was impaired and written off. The flood-related inventory write-off was $2,744,000, which included the cost of raw materials, work-in-process and finished goods inventories that were not able to be used or sold due to the flood damage. Repairs, maintenance, employee and other flood-related costs were expensed when incurred. These expenses totaled $2,645,000 for the thirteen weeks ended December 25, 2011. These amounts are reflected, in “Flood-related costs (net of insurance recoveries)”, on our consolidated statements of operations.
After review of the flood mitigation plans of the Thai government and those of the industrial park where our plant is located, we are proceeding with plans to restore our Thailand manufacturing facility to pre-flood output levels. The industrial park has completed construction of a flood wall and we have restored our manufacturing facility and qualified its clean room. We resumed production at that facility and began shipping products for customer qualification during the third quarter of 2012. In total, we spent approximately $27,000,000 during 2012 and $3,000,000 during the first quarter of 2013 for U.S. incremental costs of manufacturing in our U.S. assembly operations instead of Thailand, capital expenditures on site restoration and equipment replacement, recovery expenses, and inventory replenishment. These costs were partially offset by the $25,000,000 in insurance proceeds that we recovered in 2012. This estimate does not include lost profits from lower demand due to constraints in the overall capacity in the disk drive supply chain as a result of the flooding.
(12) INCOME TAXES
We account for income taxes in accordance with FASB guidance on accounting for income taxes. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be realized based on future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a valuation allowance or change this allowance in a period, we must include an expense or a benefit within the tax provision in our consolidated statements of operations.
Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets. Valuation allowances arise due to the uncertainty of realizing deferred tax assets. At September 30, 2012, we had a valuation allowance of $203,463,000. The FASB guidance requires that companies assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, using a “more likely than not” standard. In making such assessments, significant weight is to be given to evidence that can be objectively verified. A company’s current or previous losses are given more weight than its future outlook. Under the guidance, our three-year historical cumulative loss was a significant negative factor. This loss, combined with uncertain near-term market and economic conditions, reduced our ability to rely on our projections of future taxable income in determining whether a valuation allowance is appropriate. Accordingly, we concluded that a full valuation allowance was appropriate. We will continue to assess the likelihood that our deferred tax assets will be realizable, and our valuation allowance will be adjusted accordingly, which could materially impact our financial position and results of operations.
The income tax provision for the thirteen weeks ended December 30, 2012 and December 25, 2011 was $46,000 and $44,000, respectively, consisting primarily of foreign income tax expense.
(13) STOCK-BASED COMPENSATION
Our 2011 Equity Incentive Plan has been approved by shareholders and authorizes the issuance of 1,200,000 shares of our common stock (plus any shares that remained available on that date for future grants under our 1996 Incentive Plan) for equity-based awards (no further awards will be made under our 1996 Incentive Plan). Under the equity incentive plans, stock options have been granted to employees, including our officers and directors, at an exercise price not less than the fair market value of our common stock at the date the options are granted. The options granted generally expire ten years from the date of grant or at an earlier date as determined by the committee of our board of directors that administers the plans. Options granted under the plans prior to November 2005 generally were exercisable one year from the date of grant. Options granted under the plans from November 2005 to October 2011 are exercisable two to three years from the date of grant. Options granted under the plans since November 2011 are exercisable one to three years from the date of grant.
Under our active equity incentive plan, we also issue restricted stock units (“RSUs”) to employees, including our officers. RSUs generally vest over three years in annual installments commencing one year after the date of grant. We recognize compensation expense for the RSUs over the service period equal to the fair market value of the stock units on the date of issuance. Upon vesting, RSUs convert to shares in accordance with the terms of the equity incentive plan under which they were issued.
We recorded stock-based compensation expense related to our stock options, RSUs and common stock, included in selling, general and administrative expenses, of $88,000 and $388,000 for the thirteen weeks ended December 30, 2012, and December 25, 2011, respectively. As of December 30, 2012, $2,365,000 of unrecognized compensation expense related to non-vested awards is expected to be recognized over a weighted-average period of approximately 22 months.
We use the Black-Scholes option pricing model to determine the weighted-average fair value of options. The weighted-average fair value of options granted during the thirteen weeks ended December 30, 2012, and December 25, 2011, was $1.15 and $1.29, respectively. The fair value of options at the date of grant and the weighted-average assumptions utilized to determine such values are indicated in the following table:
|
|
Thirteen Weeks Ended
|
|
|
|
December 30,
2012
|
|
|
December 25,
2011
|
|
Risk-free interest rate
|
|
|
1.2
|
%
|
|
|
1.7
|
%
|
Expected volatility
|
|
|
80.0
|
%
|
|
|
80.0
|
%
|
Expected life (in years)
|
|
|
8.0
|
|
|
|
8.0
|
|
Dividend yield
|
|
|
–
|
|
|
|
–
|
|
The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of our stock options. We considered historical data in projecting expected stock price volatility. We estimated the expected life of stock options and stock option forfeitures based on historical experience.
Option transactions during the thirteen weeks ended December 30, 2012, are summarized as follows:
|
|
Number
of Shares
|
|
|
Weighted-Average
Exercise Price ($)
|
|
|
Weighted-Average
Remaining
Contractual
Life (yrs.)
|
|
|
Aggregate
Intrinsic Value ($)
|
|
Outstanding at September 30, 2012
|
|
|
3,556,798
|
|
|
|
14.07
|
|
|
|
5.6
|
|
|
|
–
|
|
Granted
|
|
|
360,000
|
|
|
|
1.53
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
Expired/Canceled
|
|
|
(480,762
|
)
|
|
|
18.52
|
|
|
|
|
|
|
|
|
|
Outstanding at December 30, 2012
|
|
|
3,436,036
|
|
|
|
12.13
|
|
|
|
5.2
|
|
|
|
203,000
|
|
Options exercisable at December 30, 2012
|
|
|
2,607,537
|
|
|
|
15.29
|
|
|
|
6.0
|
|
|
|
13,000
|
|
The following table summarizes the status of options that remain subject to vesting:
|
|
Number
of Shares
|
|
|
Weighted-Average
Grant Date
Fair Value ($)
|
|
|
Weighted-Average
Remaining
Contractual
Life (yrs.)
|
|
Non-vested at September 30, 2012
|
|
|
1,228,229
|
|
|
|
2.93
|
|
|
|
8.1
|
|
Granted
|
|
|
360,000
|
|
|
|
1.15
|
|
|
|
|
|
Vested
|
|
|
(615,655
|
)
|
|
|
3.56
|
|
|
|
|
|
Canceled
|
|
|
(144,075
|
)
|
|
|
3.24
|
|
|
|
|
|
Non-vested at December 30, 2012
|
|
|
828,499
|
|
|
|
1.64
|
|
|
|
9.0
|
|
The following table summarizes information concerning currently outstanding and exercisable stock options:
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
Range of Exercise Prices ($)
|
|
Number
Outstanding
|
|
|
Weighted-Average
Remaining
Contractual
Life (yrs.)
|
|
|
Weighted-Average
Exercise Price ($)
|
|
|
Number
Exercisable
|
|
|
Weighted-Average
Exercise Price ($)
|
|
1.45-3.00
|
|
|
566,000
|
|
|
|
9.6
|
|
|
|
1.58
|
|
|
|
55,333
|
|
|
|
1.70
|
|
3.01-5.00
|
|
|
1,029,563
|
|
|
|
7.1
|
|
|
|
3.04
|
|
|
|
724,232
|
|
|
|
3.03
|
|
5.01-10.00
|
|
|
625,858
|
|
|
|
6.9
|
|
|
|
7.33
|
|
|
|
613,358
|
|
|
|
7.34
|
|
10.01-20.00
|
|
|
20,000
|
|
|
|
5.1
|
|
|
|
15.96
|
|
|
|
20,000
|
|
|
|
15.96
|
|
20.01-25.00
|
|
|
323,535
|
|
|
|
3.8
|
|
|
|
23.01
|
|
|
|
323,535
|
|
|
|
23.01
|
|
25.01-30.00
|
|
|
524,290
|
|
|
|
4.0
|
|
|
|
26.77
|
|
|
|
524,290
|
|
|
|
26.77
|
|
30.01-45.06
|
|
|
346,790
|
|
|
|
1.4
|
|
|
|
32.51
|
|
|
|
346,790
|
|
|
|
32.51
|
|
Total
|
|
|
3,436,036
|
|
|
|
6.1
|
|
|
|
12.13
|
|
|
|
2,607,537
|
|
|
|
15.29
|
|
RSU transactions during the thirteen weeks ended December 30, 2012, are summarized as follows:
|
|
Number
of RSUs
|
|
|
Weighted-Average
Grant Date
Fair Value ($)
|
|
Non-vested at September 30, 2012
|
|
|
555,050
|
|
|
|
1.80
|
|
Granted
|
|
|
656,850
|
|
|
|
1.45
|
|
Vested
|
|
|
(145,836
|
)
|
|
|
(1.70
|
)
|
Canceled
|
|
|
(43,149
|
)
|
|
|
(1.81
|
)
|
Non-vested at December 30, 2012
|
|
|
1,022,915
|
|
|
|
1.59
|
|
(14) LOSS PER SHARE
Basic loss per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the year. Diluted earnings (loss) per share identifies the dilutive effect of potential common shares using net income (loss) available to common shareholders and is computed (i) using the treasury stock method for outstanding stock options and the if-converted method for the 8.50% Convertible Notes, and (ii) in accordance with FASB guidance relating to the effect of contingently convertible instruments on diluted earnings per share for the 3.25% Notes. A reconciliation of these amounts is as follows:
|
|
Thirteen Weeks Ended
|
|
|
|
December 30,
2012
|
|
|
December 25,
2011
|
|
Net loss
|
|
$
|
(6,522
|
)
|
|
$
|
(12,476
|
)
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
23,951
|
|
|
|
23,395
|
|
Dilutive potential common shares
|
|
|
–
|
|
|
|
–
|
|
Weighted-average common and diluted shares outstanding
|
|
|
23,951
|
|
|
|
23,395
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share
|
|
$
|
(0.27
|
)
|
|
$
|
(0.53
|
)
|
|
|
|
|
|
|
|
|
|
Diluted loss per share
|
|
$
|
(0.27
|
)
|
|
$
|
(0.53
|
)
|
Diluted loss per share for the thirteen weeks ended December 30, 2012, excludes potential common shares and warrants of 2,266,000 using the treasury stock method, and 6,803,000 using the if-converted method for the 8.50% Convertible Notes, as they were anti-dilutive. Diluted loss per share for the thirteen weeks ended December 25, 2011, excludes potential common shares of 0 using the treasury stock method, and 9,903,000 using the if-converted method for the 8.50% Convertible Notes, as they were anti-dilutive.
As discussed in Note 7, we issued warrants to purchase 3,869,000 shares of our common stock in a private placement. As of December 30, 2012, there were 447,837 warrants exercised which resulted in the issuance of 445,837 shares of common stock. On January 23, 2013, subsequent to our quarter ended December 30, 2012, an additional 1,082,053 warrants were exercised which resulted in the issuance of 1,077,538 shares of common stock.
(15) SEGMENT REPORTING
We follow the provisions of FASB guidance, which establish annual and interim reporting standards for an enterprise’s business segments and related disclosures about each segment’s products, services, geographic areas and major customers. The method for determining what information to report is based on the way management organizes the operating segments within a company for making operating decisions and assessing financial performance. Our Chief Executive Officer is our chief operating decision maker.
Effective October 1, 2012, we realigned our business into a single operating and reportable segment. Our chief operating decision maker now assesses financial performance of our company as a whole. Due primarily to the restructuring actions that occurred during 2012 and the additional cost reductions that we have made since the end of 2012, the operating losses from our BioMeasurement products have been significantly reduced. In connection with this realignment, we have also eliminated divisional presidents.
The October 1, 2012 realignment is reflected in the information contained in this report for all periods presented.
(16) SUBSEQUENT EVENTS
Subsequent to our quarter ended December 30, 2012, we issued $12,200,000 of the 10.875% Notes and used the proceeds to repurchase $18,682,000 of our 8.50% Convertible Notes. We also initiated a redemption of $11,886,000 of our 3.25% Notes. See Note 7 above.
We evaluated subsequent events after the balance sheet date through the date the consolidated financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these consolidated financial statements.