<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 26, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-14709
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HUTCHINSON TECHNOLOGY INCORPORATED
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(Exact name of registrant as specified in its charter)
MINNESOTA 41-0901840
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
40 WEST HIGHLAND PARK, HUTCHINSON, MINNESOTA 55350
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(Address of principal executive offices) (Zip code)
(320) 587-3797
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(Registrant's telephone number, including area code)
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(Former name, address or fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has 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) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of April 28, 2000 the registrant had 24,794,485 shares of Common Stock issued
and outstanding.
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(Dollars in thousands)
<TABLE>
<CAPTION>
March 26, September 26,
2000 1999
------------------ -------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $110,520 $ 98,820
Securities available for sale 129,022 139,402
Trade receivables, net 48,462 72,716
Other receivables 6,046 9,050
Inventories 39,918 40,984
Prepaid taxes and other expenses 17,316 17,814
------------------ -------------------
Total current assets 351,284 378,786
Property, plant and equipment, net 306,938 352,936
Deferred tax assets (Note 6) 26,013 6,343
Other assets 13,168 13,784
------------------ -------------------
$697,403 $751,849
================== ===================
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Current maturities of long-term debt $ 4,171 $ 4,171
Accounts payable and accrued expenses 32,093 43,635
Accrued compensation 20,866 17,014
GE lease accrual 7,590 4,519
------------------ -------------------
Total current liabilities 64,720 69,339
Long-term debt, less current maturities 63,587 65,562
Convertible subordinated notes 150,000 150,000
Other long-term liabilities 6,119 1,989
Shareholders' investment:
Common stock, $.01 par value, 45,000,000 shares authorized,
24,761,000 and 24,744,000 issued and outstanding 248 247
Additional paid-in capital 363,686 363,399
Retained earnings 49,043 101,313
------------------ -------------------
Total shareholders' investment 412,977 464,959
------------------ -------------------
$697,403 $751,849
================== ===================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 3
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(In thousands, except per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
--------------------------------- --------------------------------
March 26, March 28, March 26, March 28,
2000 1999 2000 1999
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Net sales $110,937 $152,366 $234,760 $307,641
Cost of sales 106,495 115,976 222,335 237,666
-------------- -------------- -------------- --------------
Gross profit 4,442 36,390 12,425 69,975
Selling, general and
administrative expenses 12,936 12,845 24,245 25,046
Research and development expenses 5,637 6,376 11,178 11,046
Asset impairment and other (Note 2) -- -- 46,528 --
-------------- -------------- -------------- --------------
Income (loss) from operations (14,131) 17,169 (69,526) 33,883
Interest expense (3,490) (2,249) (6,489) (5,137)
Other income, net 3,094 2,484 6,321 3,256
-------------- -------------- -------------- --------------
Income (loss) before income taxes (14,527) 17,404 (69,694) 32,002
Provision (benefit) for income taxes (1,426) 3,656 (17,424) 6,721
-------------- -------------- -------------- --------------
Net income (loss) ($ 13,101) $ 13,748 ($ 52,270) $ 25,281
============== ============== ============== ==============
Basic earnings (loss) per share ($ 0.53) $ 0.61 ($ 2.11) $ 1.19
============== ============== ============== ==============
Diluted earnings (loss) per share ($ 0.53) $ 0.54 ($ 2.11) $ 1.05
============== ============== ============== ==============
Weighted average common shares
outstanding 24,758 22,681 24,751 21,232
Weighted average common and
diluted shares outstanding 24,758 28,812 24,751 27,222
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
------------------------------------------
March 26, March 28,
2000 1999
------------------ ------------------
<S> <C> <C>
Operating activities:
Net income (loss) ($ 52,270) $ 25,281
Adjustments to reconcile net income (loss) to
cash provided by (used for) operating activities:
Asset impairment and other 46,528 --
Depreciation and amortization 48,063 42,390
Deferred taxes (Note 6) (19,363) 1,683
Change in operating assets and liabilities (Note 7) 21,883 272
------------------ ------------------
Cash provided by operating activities 44,841 69,626
------------------ ------------------
Investing activities:
Capital expenditures (41,834) (59,230)
Sales of marketable securities 64,760 8,148
Purchases of marketable securities (54,380) (41,352)
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Cash used for investing activities (31,454) (92,434)
------------------ ------------------
Financing activities:
Repayments of long-term debt (1,975) (2,540)
Net proceeds from issuance of common stock 288 210,362
------------------ ------------------
Cash provided by (used for) financing activities (1,687) 207,822
------------------ ------------------
Net increase in cash and cash equivalents 11,700 185,014
Cash and cash equivalents at beginning of period 98,820 58,942
------------------ ------------------
Cash and cash equivalents at end of period $110,520 $243,956
================== ==================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
HUTCHINSON TECHNOLOGY INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
(Dollars in thousands)
(1) ACCOUNTING POLICIES
The condensed consolidated financial statements have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The information furnished in the condensed consolidated
financial statements include normal recurring adjustments and reflect all
adjustments which are, in the opinion of management, necessary for a fair
presentation of such financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. Although the Company believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Company's 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) ASSET IMPAIRMENT AND OTHER
The Company recorded charges in its first fiscal 2000 quarter of $43,528,000 for
impaired assets and $3,000,000 for severance costs for approximately 250
employees terminated during the quarter. These charges are reflected on the
accompanying statement of operations for the twenty-six weeks ended March 26,
2000 as "Asset impairment and other."
i) Asset Impairment
Recent advances in technology enabled disk drive manufacturers to reduce their
costs by using fewer components, including suspension assemblies, in each
desktop drive. As discussed in the Company's latest Annual Report on Form 10-K,
excess equipment capacity due to the resulting decline in unit shipments was
expected to continue for 12 to 18 months. However, industry forecasts indicating
further decreases in component counts, extending from the desktop market to
server drives, triggered an impairment review by the Company late in quarter
one. As a result, the Company prepared an analysis, in accordance with Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of", to determine if
there was impairment of certain excess manufacturing equipment and tooling,
primarily for TSA suspensions. The analysis resulted in an impairment charge
based on the difference between the carrying value and the estimated fair value
of these assets. Fair value was based on discounting estimated future cash flows
for assets grouped at the lowest level for which there were identifiable cash
flows at a discount rate commensurate with the risks involved.
ii) Severance Charge
During quarter one, the Company terminated approximately 250 employees in its
workforce, including indirect positions in its administrative, development and
manufacturing support areas at all plant sites. The workforce reduction resulted
in a charge for severance costs of $3,000,000. As of March 26, 2000, the full
amount of the severance costs had been paid.
<PAGE> 6
(3) BUSINESS AND CUSTOMERS
The Company is the world's leading supplier of suspension assemblies for hard
disk drives. Suspension assemblies hold the recording heads in position above
the spinning magnetic disks in the drive and are critical to maintaining the
necessary microscopic clearance between the head and disk. The Company developed
its leadership position in suspension assemblies through research, development
and design activities coupled with a substantial investment in manufacturing
technologies and equipment. The Company is focused on continuing to develop
suspension assemblies which address the rapidly changing requirements of the
hard disk drive industry. The Company also is evaluating other product
opportunities in the medical devices market but does not expect any significant
medical-related revenues in fiscal 2000. A breakdown of customer sales is as
follows:
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
--------------------------------- --------------------------------
March 26, March 28, March 26, March 28,
Percentage of Net Sales 2000 1999 2000 1999
- ----------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Five Largest Customers 82% 77% 85% 77%
SAE Magnetics, Ltd./TDK 24 20 25 19
Seagate Technology, Inc. 23 15 22 13
IBM and affiliates 14 24 15 30
Alps Electric Co., Ltd. 11 11 13 8
Read-Rite Corporation 10 7 10 7
</TABLE>
(4) INVENTORIES
At March 26, 2000, all inventories were stated at the lower of first-in,
first-out ("FIFO") cost or market. Inventories consisted of the following:
<TABLE>
<CAPTION>
March 26, September 26,
2000 1999
------------------ ------------------
<S> <C> <C>
Raw materials $10,705 $15,728
Work in process 12,493 13,749
Finished goods 16,720 11,672
LIFO reserve - (165)
================== ==================
$39,918 $40,984
================== ==================
</TABLE>
Effective September 27, 1999, the Company changed its method of inventory
accounting from last-in, first-out ("LIFO") to the FIFO method for determining
the cost of inventories. This change was made due to significant permanent
declines in inventory conversion costs over the life cycle of substantially all
of the Company's products. The permanent declines arise primarily due to
technological advances that affect the Company's conversion costs due to
productivity gains. In addition, substantially all of the Company's peer group
utilizes the FIFO method of accounting for their inventories. The pre-tax
cumulative effect of the accounting change was $165,000 and has been included in
cost of sales on the accompanying consolidated statement of operations for the
twenty-six weeks ended March 26, 2000. The effect of this accounting change was
not material to the Company's results of operations; therefore, pro forma
earnings per share information has not been presented.
<PAGE> 7
(5) NET INCOME (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net income (loss)
available to common shareholders by the weighted average number of common shares
outstanding during the year. Diluted earnings (loss) per share is computed under
the treasury stock method and is calculated to compute the dilutive effect of
potential common shares. A reconciliation of these amounts is as follows:
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
-------------------------------------------
March 26, March 28,
2000 1999
------------------- ------------------
<S> <C> <C>
Net income (loss) ($52,270) $25,281
Plus: interest expense on convertible subordinated notes - 4,822
Less: additional profit-sharing expense and tax benefit reduction - 1,394
------------------- ------------------
Net income (loss) available to common shareholders ($52,270) $28,709
=================== ==================
Weighted average common shares outstanding 24,751 21,232
Dilutive potential common shares - 5,990
------------------- ------------------
Weighted average common and diluted shares outstanding 24,751 27,222
=================== ==================
Basic earnings (loss) per share ($ 2.11) $ 1.19
Diluted earnings (loss) per share ($ 2.11) $ 1.05
</TABLE>
Potential common shares of 5,685,000 were excluded from the computation above of
diluted loss per share for the period ended March 26, 2000, as inclusion of
these shares would have been antidilutive.
(6) INCOME TAXES
The following table details the significant components of the Company's deferred
tax assets:
<TABLE>
<CAPTION>
March 26, September 26,
2000 1999
------------------ ------------------
<S> <C> <C>
Current deferred tax assets:
Receivable reserves $ 2,092 $ 2,489
Inventories 9,196 8,887
Accruals and other reserves 4,310 4,642
Tax credits 611 498
------------------ ------------------
Total current deferred tax assets $ 16,209 $ 16,516
Long-term deferred tax assets (liabilities):
Property, plant and equipment 16,766 (209)
Tax credits 13,942 12,903
Net operating loss carryforwards 31,012 15,268
Valuation allowance (35,707) (21,619)
------------------ ------------------
Total long-term deferred tax assets 26,013 6,343
------------------ ------------------
Total deferred tax assets $ 42,222 $ 22,859
================== ==================
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. At March 26, 2000, the
Company had unused tax credits and net operating loss carryforwards of
$45,565,000, of which $7,493,000 can be carried forward indefinitely and
$38,072,000 expire at various dates through 2015. A valuation allowance of
$35,707,000 has been recognized to offset the related deferred tax assets due to
the uncertainty of realizing the benefit of certain tax credits and net
operating loss carryforwards.
<PAGE> 8
(7) SUPPLEMENTARY CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
-------------------------------------------
March 26, March 28,
2000 1999
------------------- ------------------
<S> <C> <C>
Changes in operating assets and liabilities:
Receivables, net $27,258 $ 14,402
Inventories 1,066 (21,502)
Prepaid and other 310 (2,125)
Accounts payable and accrued liabilities (5,694) 9,546
Other non-current liabilities (1,057) (49)
=================== ==================
$21,883 $ 272
=================== ==================
Cash paid (refunded) for:
Interest (net of amount capitalized) $ 5,580 $ 3,635
Income taxes ($ 2,675) ($ 5,473)
</TABLE>
Capitalized interest for the twenty-six weeks ended March 26, 2000 was
$1,782,000 compared to $2,646,000 for the comparable period in fiscal 1999.
(8) SUBSEQUENT EVENT
On April 18, 2000, the Company announced that it was immediately suspending
photoetching operations at its Eau Claire, Wisconsin plant and consolidating
those operations into its Hutchinson, Minnesota plant. This resulted in the
elimination of approximately 200 production and support positions at the Eau
Claire plant. The Company also announced the elimination of approximately 750
additional positions across its plants. This workforce reduction will result in
a charge of approximately $3,700,000 for severance costs which will be
recognized in the Company's third fiscal quarter ending June 25, 2000. The
Company will also recognize a charge to write-down impaired manufacturing
equipment during its third fiscal quarter, which is expected to be in the range
of $5,000,000 to $8,000,000.
<PAGE> 9
HUTCHINSON TECHNOLOGY INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL
Since the late 1980's we have derived virtually all of our revenue from the sale
of suspension assemblies to a small number of customers. We currently sell a
variety of conventional and TSA suspension assemblies based on several standard
designs. Suspension assemblies are a critical component of hard disk drives and
our results of operations are highly dependent on the hard disk drive industry.
The hard disk drive industry is intensely competitive and highly cyclical and
our results of operations have been adversely affected from time to time due to
hard disk drive industry slowdowns, technological changes that impact industry
component demand and production yields and our own product transitions.
During the past two years, some of the major personal computer makers and hard
disk drive manufacturers have transitioned to build-to-order manufacturing,
decreasing required disk drive inventory levels. Recent improvements in data
density of hard disk drives also enabled disk drive manufacturers to reduce
their costs by using fewer components, including suspensions, in each drive.
Additionally, improved head-gimbal assembly yields at our customers and shifts
in suspension assembly market share on certain programs has, to a lesser extent,
decreased demand for our products. Results for fiscal 1999 and the first half of
fiscal 2000, therefore, did not show the growth we expected, as unit shipments
have continued to decline as a result of continued weak demand.
Late in our first fiscal quarter, our forecast of future suspension assembly
demand decreased significantly due to industry forecasts indicating further
substantial decreases in component counts, extending from the desktop market to
server drives. Consequently, we conducted an impairment review to determine if
there was impairment of certain excess manufacturing equipment and tooling. The
results of the first quarter of fiscal 2000 included a $43,528,000 write-down of
impaired manufacturing equipment and tooling, primarily for our TSA suspensions,
and a $3,000,000 charge for severance costs for approximately 250 employees
terminated during that quarter.
In light of continued weak demand for suspension assemblies, we terminated 350
employees during the second quarter of fiscal 2000, resulting in a $1,181,000
charge for severance costs. Further, we announced on April 18, 2000 that we were
immediately suspending photoetching operations at our Eau Claire, Wisconsin
plant and consolidating these operations into our Hutchinson, Minnesota plant.
This resulted in the elimination of approximately 200 production and support
positions at the Eau Claire plant. We also announced the elimination of
approximately 750 additional positions across our plants. This workforce
reduction will result in a charge of approximately $3,700,000 for severance
costs which will be recognized in our third fiscal quarter ending June 25, 2000.
We will also recognize a charge to write-down impaired manufacturing equipment
during our third fiscal quarter, which is expected to be in the range of
$5,000,000 to $8,000,000.
We anticipate that our financial results for future quarters of fiscal 2000 and
subsequent years will be impacted favorably by lower depreciation, lease and
labor expenses as a consequence of these first, second and third quarter
charges. The first and second quarter charges are expected to produce an
estimated annual labor savings of approximately $70,000,000. These charges also
are expected to produce savings of depreciation and lease costs of approximately
$8,000,000, $10,000,000, $8,000,000, $6,000,000 and $5,000,000 for the fiscal
years 2000 through 2004, respectively, and thereafter an aggregate of $5,000,000
in additional savings. Despite these cost reductions, at current demand levels,
we do not expect to return to profitability during the rest of fiscal 2000. We
currently believe we will continue to have excess capacity, and suspension
shipments will decline in the short term and then remain relatively flat, for
the foreseeable future until Internet-related storage growth increases, new
applications for disk storage become more widespread or average component counts
within disk drives increase.
Our gross margins have fluctuated and will continue to fluctuate based upon a
variety of factors such as the level of utilization of our production capacity,
changes in demand, product mix, selling prices, manufacturing yields, increases
in production and engineering costs associated with production of new products
and changes in the cost or limitations in the availability of materials. We
rapidly expanded our
<PAGE> 10
TSA suspension assembly production capacity in fiscal 1998 and in the first half
of fiscal 1999, and capacity has exceeded demand since the third quarter of
fiscal 1999 as a result of the factors discussed above. Profitable production of
TSA suspension assemblies was achieved during fiscal 1999 primarily due to
higher volumes and productivity gains. TSA suspension margins, however, have
been negatively impacted since the third quarter of fiscal 1999 by lower than
expected TSA suspension shipments resulting in excess manufacturing equipment
and tooling.
Our ability to introduce new products on a timely basis is an important factor
in our success. New products have lower manufacturing yields and are produced in
lower quantities than more mature products. Manufacturing yields generally
improve as the product matures and production volumes increase. Manufacturing
yields also vary depending on the complexity and uniqueness of product
specifications. Because our business is capital intensive and requires a high
level of fixed costs, gross margins are also extremely sensitive to changes in
volume. Small variations in capacity utilization or manufacturing yields
generally have a significant impact on gross margins.
We typically allow customers to change or cancel orders on short notice without
penalty. We plan our production and inventory based primarily on forecasts of
customer demand rather than on order backlog. Both customer demand and the
resulting forecasts often fluctuate substantially. During fiscal 1999, we also
began to implement the use of "just-in-time" (JIT) inventory hubs to better
service our customers. This also has affected the accuracy of our forecasts of
customer demand, as actual customer pulls out of the hubs may be significantly
higher or lower than forecasted. These factors, among others, create an
environment where scheduled production and capacity utilization can vary
significantly from week to week, leading to variability in gross margins and
difficulty in estimating our market share.
Improvement in our operating margins depends, in part, on the successful
management of our suspension assembly production capacity, our workforce and our
corporate infrastructure. During fiscal 1999, we consolidated some of our
manufacturing operations to make better use of existing equipment and support
staff across all of our plants and to reduce costs. In fiscal 2000, we have
terminated approximately 1,550 employees as part of our effort to reduce costs
and improve efficiency. In fiscal 1999, we also brought together product and
process development functions in a separate, dedicated development center
located at our Hutchinson site to enable us to shorten prototype development
cycles and achieve high volume output per manufacturing unit more quickly.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED MARCH 26, 2000 VS. THIRTEEN WEEKS ENDED MARCH 28, 1999.
Net sales for the thirteen weeks ended March 26, 2000 were $110,937,000, a
decrease of $41,429,000 or 27% compared to the comparable period in fiscal 1999.
The decrease was primarily due to lower suspension assembly sales volume.
Gross profit for the thirteen weeks ended March 26, 2000 was $4,442,000, a
decrease of $31,948,000 or 88% compared to the comparable period in fiscal 1999,
and gross profit as a percent of net sales decreased from 24% to 4%. This
decrease was primarily due to the lower sales volume noted above and to lower
suspension assembly production volume, offset partially by lower manufacturing
labor and benefits expenses as a result of the recent workforce reductions.
Selling, general and administrative expenses for the thirteen weeks ended March
26, 2000 were $12,936,000, an increase of $91,000 or 1% compared to the
comparable period in fiscal 1999. The
<PAGE> 11
increase was due primarily to severance charges of $1,181,000, higher
depreciation, lease and occupancy expenses of $583,000, asset write-downs of
$560,000 and higher professional services of $191,000, offset in large part by
decreased profit sharing and other incentive compensation costs of $2,464,000.
As a percent of net sales, selling, general and administrative expenses
increased from 8% in the second quarter of fiscal 1999 to 12% in the second
quarter of fiscal 2000.
Research and development expenses for the thirteen weeks ended March 26, 2000
were $5,637,000 compared to $6,376,000 for the thirteen weeks ended March 28,
1999. The decrease was mainly due to lower expenses for equipment development
and labor. As a percent of net sales, research and development expenses
increased from 4% in the second quarter of fiscal 1999 to 5% in the second
quarter of fiscal 2000.
Interest expense for the thirteen weeks ended March 26, 2000 was $3,490,000, an
increase of $1,241,000 from the comparable period in fiscal 1999, primarily due
to a decrease in capitalization of interest of $871,000.
Other income, net, for the thirteen weeks ended March 26, 2000 was $3,094,000,
an increase of $610,000 from the comparable fiscal 1999 period. The increase was
primarily due to an increase in interest income as a result of a higher average
investment balance.
The income tax benefit for the thirteen weeks ended March 26, 2000 was based on
an estimated effective tax rate for the fiscal year of 25% which was below the
statutory federal rate primarily due to the large portion of sales that
qualifies for the benefit of our Foreign Sales Corporation. We adjusted our
effective tax rate for the year from 29% to 25% during the second quarter of
fiscal 2000. This was a result of our recent forecast, which projects a larger
loss for fiscal 2000 than our prior forecasts.
Net loss for the thirteen weeks ended March 26, 2000 was $13,101,000, compared
to net income of $13,748,000 for the comparable period in fiscal 1999. The
decrease was primarily due to lower suspension assembly sales and production
volumes, as noted above. As a percent of net sales, net income (loss) decreased
from 9% to (12)%.
TWENTY-SIX WEEKS ENDED MARCH 26, 2000 VS. TWENTY-SIX WEEKS ENDED MARCH 28, 1999.
Net sales for the twenty-six weeks ended March 26, 2000 were $234,760,000, a
decrease of $72,881,000 or 24% compared to the comparable period in fiscal 1999.
This decrease was primarily due to lower suspension assembly sales volume and
lower average selling prices. In the first quarter of fiscal 1999, higher
average selling prices were largely due to premium pricing on a particular
program that required an accelerated production ramp.
Gross profit for the twenty-six weeks ended March 26, 2000 was $12,425,000,
compared to $69,975,000 for the comparable period in fiscal 1999, and gross
profit as a percent of net sales decreased from 23% to 5%. This decrease was
primarily due to the lower sales volume and average selling prices described
above, offset partially by lower manufacturing labor and benefits expenses as a
result of the recent workforce reductions.
Selling, general and administrative expenses for the twenty-six weeks ended
March 26, 2000 were $24,245,000, a decrease of $801,000 or 3% compared to the
comparable period in fiscal 1999. The decreased expenses were due primarily to
decreased profit sharing and other incentive compensation costs of $4,686,000,
offset in large part by quarter two severance charges of $1,181,000, increased
<PAGE> 12
depreciation, lease and occupancy expenses of $1,031,000, increased labor
expenses of $657,000, asset write-downs of $560,000, and increased professional
services of $442,000. As a percent of net sales, selling, general and
administrative expenses increased from 8% for the twenty-six weeks ended March
28, 1999 to 10% for the twenty-six weeks ended March 26, 2000.
Research and development expenses for the twenty-six weeks ended March 26, 2000
were $11,178,000 compared to $11,046,000 for the twenty-six weeks ended March
28, 1999. The increase was mainly due to higher medical product development
expenses, offset partially by lower equipment development and labor expenses. As
a percent of net sales, research and development expenses increased from 4% for
the twenty-six weeks ended March 28, 1999 to 5% for the twenty-six weeks ended
March 26, 2000.
During the first quarter of fiscal 2000, we recorded a charge of $46,528,000 to
write down certain assets and record severance costs for approximately 250
employees terminated during the quarter. Components of the charge included a
$43,528,000 asset write-down of impaired manufacturing equipment and tooling,
primarily for our TSA suspensions, and $3,000,000 of severance costs. See Note
2, "Asset Impairment and Other", in the notes to the condensed consolidated
financial statements.
Interest expense for the twenty-six weeks ended March 26, 2000 was $6,489,000,
an increase of $1,352,000 from the comparable period in fiscal 1999, primarily
due to a decrease in capitalization of interest of $864,000.
Other income, net, for the twenty-six weeks ended March 26, 2000 was $6,321,000,
an increase of $3,065,000 from the comparable fiscal 1999 period. This increase
was primarily due to an increase in interest income as a result of higher
average investment balances.
The income tax benefit for the twenty-six weeks ended March 26, 2000 was based
on an estimated effective tax rate for the fiscal year of 25% which was below
the statutory federal rate primarily due to the large portion of sales that
qualifies for the benefit of our Foreign Sales Corporation. We adjusted our
effective tax rate for the year from 29% to 25% during the second quarter of
fiscal 2000. This was a result of our recent forecast, which projects a larger
loss for fiscal 2000 than our prior forecasts.
Net loss for the twenty-six weeks ended March 26, 2000 was $52,270,000, compared
to net income of $25,281,000 for the comparable period in fiscal 1999. The
decrease was primarily due to the charge discussed above and to lower suspension
assembly sales and production volumes, as noted above. As a percent of net
sales, net income (loss) decreased from 8% to (22)%.
LIQUIDITY AND CAPITAL RESOURCES
Our principal sources of liquidity are cash and cash equivalents, securities
available for sale, cash flow from operations and additional financing capacity.
As of March 26, 2000, we had a $50,000,000 credit facility secured by our
accounts receivable and inventory and an outstanding letter of credit under this
facility of $1,000,000 as security for our variable rate demand note. No other
amounts were outstanding under the credit facility at March 26, 2000. The
amount we can borrow under this credit facility is limited by the levels of our
accounts receivable and inventory balances. As of March 26, 2000, $47,836,000 of
borrowing capacity was available to us.
Our cash and cash equivalents increased from $98,820,000 at September 26, 1999
to $110,520,000 at March 26, 2000. Our securities available for sale decreased
from $139,402,000 to $129,022,000 during the same period. Overall, this reflects
a $1,320,000 increase in our cash and cash equivalents and
<PAGE> 13
securities available for sale. We generated cash from operating activities of
$44,841,000 for the twenty-six weeks ended March 26, 2000.
Cash used for capital expenditures totaled $41,834,000 for the twenty-six weeks
ended March 26, 2000. We currently anticipate spending approximately $75,000,000
during fiscal 2000 primarily for continued equipment improvements to meet
advanced product specifications, new program tooling and automated vision
inspection equipment. Financing of these capital expenditures will be
principally from internally generated funds, cash and cash equivalents,
securities available for sale and/or additional financing capacity.
Certain of our existing financing agreements contain financial covenants and
covenants which may restrict our ability to enter into certain types of
financing. As of March 26, 2000, we were in compliance with all such covenants.
Due to our expected operating results for fiscal 2000, we are in the process of
negotiating amendments to several of our financing agreements to maintain
compliance at the end of our fiscal quarter on June 25, 2000. If we are not in
compliance with financial covenants in our financing agreements at the end of
any fiscal quarter, our future financial results and liquidity could be
materially adversely affected.
We currently believe that our cash and cash equivalents, securities available
for sale, cash generated from operations and credit facility will be sufficient
to meet our operating expenses, debt service requirements and capital
expenditures through fiscal 2001. We may require additional financing to meet
our capital requirements beyond fiscal 2001, dependent on market conditions,
including the growth of Internet-related storage and new applications for disk
storage. We will pursue additional debt or equity financing to supplement our
current capital resources if needed. Our ability to obtain additional financing
will depend upon a number of factors, including our future performance and
financial results and general economic and capital market conditions. We cannot
be sure that we will be able to raise additional capital on reasonable terms or
at all.
MARKET TRENDS AND CERTAIN CONTINGENCIES
We expect the expanding use of personal computers, enterprise computing and
storage, increasingly complex software and the emergence of new applications for
disk storage, such as Internet-related storage, digital video recording and
digital cameras, will continue to increase disk drive demand for the foreseeable
future. We also believe demand for disk drives will continue to be subject, as
it has in the past, to rapid short-term changes resulting from, among other
things, increases in data density and other technological advances, changes in
disk drive inventory levels, responses to competitive price changes and
unpredicted high or low market acceptance of new drive models. Recent
improvements in data density of hard disk drives, extending from the desktop
market to server drives, has reduced unit shipments of suspension assemblies,
and we expect suspension assembly shipments will decline in the short term and
then remain relatively flat for the foreseeable future until Internet-related
storage growth increases, new applications for disk storage become more
widespread, or average component counts within disk drives increase.
As in past years, disk drives continue to be the storage device of choice for
applications requiring low access times and higher capacities because of their
speed and low cost per megabyte of stored data. The cost of storing data on disk
drives continues to decrease primarily due to increasing data density, the
amount of data which can be stored on magnetic disks.
Improvements in data density have been attained by lowering the fly height of
the read/write head, using smaller read/write heads with advanced air bearing
designs, improving other components such as motors
<PAGE> 14
and media, and using new read/write head types such as those of
magneto-resistive (MR) and giant magneto-resistive (GMR) design. The move to MR
and GMR heads, which require more electrical leads, and the transition to
smaller or pico-sized heads, which are more sensitive to mechanical variation,
have compelled drive manufacturers to use wireless suspension technologies, such
as our TSA suspension assemblies. We anticipate continuing acceptance by the
disk drive industry of our TSA suspension assemblies and expect that TSA
suspension assemblies will continue to account for the majority of our unit
shipments in fiscal 2000.
The continual pursuit of increasing data density may lead to
further value-added features for TSA suspensions. Actuated suspensions,
including our aTSA suspension, incorporate a second stage actuator on the
suspension to improve head positioning over increasingly tighter data tracks.
Our cTSA suspension allows for attachment of preamplifiers near the head to
improve data transfer signals.
The introduction of new types or sizes of read/write heads and new disk drive
designs tends to initially decrease customers' yields with the result that we
may experience temporary elevations of demand for some types of suspension
assemblies. Likewise, as programs mature, higher yields decrease the demand for
suspension assemblies. The advent of new heads and new drive designs may require
rapid development and implementation of new suspension types which temporarily
may reduce our manufacturing yields and efficiencies. There can be no assurance
that we will not continue to be affected by such changes.
We generally experience fluctuating selling prices due to product maturity,
competitive pricing pressures and new product offerings. While many of our
current products are reaching or are in the mature phase of their life cycles
and thus are experiencing declining selling prices, our newer products initially
have higher selling prices.
We and certain users of our products have from time to time received, and may in
the future receive, communications from third parties asserting patents against
us or our customers that may relate to our manufacturing equipment or to our
products or to products that include our products as a component. We have not
been a party to any such material intellectual property litigation to date.
Certain of our customers, however, have been sued on patents having claims
closely related to products we sell. If any third party makes a valid
infringement claim against us and a license were not available on terms
acceptable to us, our business, financial condition and results of operations
could be adversely affected. We expect that, as the number of patents issued
continues to increase, and as we grow, the volume of intellectual property
claims made against us could increase. We may need to engage in litigation to
enforce patents issued or licensed to us, protect trade secrets or know-how
owned by us or determine the enforceability, scope and validity of the
intellectual property rights of others. We could incur substantial costs in such
litigation or other similar legal actions, which could have a material adverse
effect on our results of operations.
The World Trade Organization (WTO) has ruled that the U.S. Foreign Sales
Corporation (FSC) provision constitutes an illegal export subsidy, and has
specified that the United States withdraw the FSC provision effective October 1,
2000. The U.S. government has stated that the United States intends to comply
with the WTO's ruling and that the United States will seek a WTO-compatible
solution that maintains the current benefits of the FSC provision.
<PAGE> 15
We are a party to certain other claims arising in the ordinary course of
business. In the opinion of management, the outcome of such claims will not
materially affect our current or future financial position or results of
operations.
FORWARD-LOOKING STATEMENTS
The statements above under the headings "General" and "Market Trends and Certain
Contingencies" about demand for and shipments of disk drives and suspension
assemblies, including TSA suspensions, manufacturing capacity and yields and
selling prices, the statements above under the headings "General", "Results of
Operations" and "Liquidity and Capital Resources" about anticipated operating
results, the statements above under the heading "General" about cost reduction
efforts and the statements above under the heading "Liquidity and Capital
Resources" about covenant amendments, capital expenditures and capital
resources, are forward-looking statements based on current expectations. These
statements are subject to risks and uncertainties, including slower or faster
customer acceptance of our new products, fluctuating order rates, difficulties
in producing our TSA suspensions and variations of our TSA suspensions,
difficulties in managing capacity, changes in manufacturing efficiencies,
difficulties in obtaining covenant amendments in our existing financing
agreements, and the other risks and uncertainties discussed above. These factors
may cause our actual future results to differ materially from historical
earnings and from the financial performance we presently anticipate.
<PAGE> 16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are exposed to market risk due to changes in interest rates in connection
with our long-term debt obligations. We do not enter into derivative or other
financial instruments for trading or speculative purposes.
Our Financing Agreement with The CIT Group/Business Credit, Inc. ("Agreement")
carries interest rate risk that is generally related to either LIBOR or the
prime rate. If either of these rates were to change while we were borrowing
under the Agreement, interest expense would increase or decrease accordingly. At
March 26, 2000, there were no outstanding borrowings under the Agreement. Our
variable rate demand note ("Note") also carries interest rate risk that is
generally related to the 91-day U.S. treasury bill interest rate. At March 26,
2000, the outstanding principal amount of the Note was $1,000,000, which was
subject to an interest rate of 3.75%.
We have no earnings or cash flow exposure due to market risk on our other
long-term debt obligations which are subject to fixed interest rates. Interest
rate changes, however, would affect the fair market value of this fixed rate
debt. At March 26, 2000, we had fixed rate debt of $216,758,000.
<PAGE> 17
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's 2000 Annual Meeting of Shareholders held on January 26th, 2000,
the shareholders approved the following:
(a) the election of directors to serve until their successors are duly
elected. Each nominated director was elected as follows:
<TABLE>
<CAPTION>
Director - Nominee Votes For Votes Withheld
-------------------------------- ----------- ----------------
<S> <C> <C>
W. Thomas Brunberg 22,903,281 121,026
Archibald Cox, Jr. 22,913,256 111,051
Wayne M. Fortun 22,905,200 119,107
Jeffrey W. Green 22,909,265 115,042
Russell Huffer 22,844,326 179,981
Steven E. Landsburg 22,906,651 117,656
William T. Monahan 22,847,456 176,851
Richard B. Solum 22,904,739 119,568
</TABLE>
(b) a proposal to ratify the appointment of Arthur Andersen LLP to
serve as independent public accountants of the Company for the fiscal
year ending September 24, 2000. The proposal received 22,935,424 votes
for, and 50,537 votes against, ratification. There were 38,346
abstentions and no broker non-votes.
<PAGE> 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A) EXHIBITS.
UNLESS OTHERWISE INDICATED, ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE
TO A DOCUMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ARE LOCATED UNDER SEC
FILE NUMBER 0-14709.
3.1 Restated Articles of Incorporation of HTI, as amended by Articles of
Amendment dated 1/27/88 and as amended by Articles of Amendment dated
1/21/97 (incorporated by reference to Exhibit 3.1 to HTI's Quarterly
Report on Form 10-Q for the quarter ended 6/29/97).
3.2 Restated By-Laws of HTI (incorporated by reference to Exhibit 3.2 to
HTI's Quarterly Report on Form 10-Q for the quarter ended 12/29/96).
4.1 Instruments defining the rights of security holders, including an
indenture. The Registrant agrees to furnish the Securities and Exchange
Commission upon request copies of instruments with respect to long-term
debt.
4.2 Indenture dated as of 3/18/98 between HTI and U.S. Bank National
Association, as Trustee (incorporated by reference to Exhibit 4.6 to
HTI's Registration Statement on Form S-3, Registration No. 333-50143).
4.3 Purchase Agreement dated 3/12/98 by and among HTI, NationsBanc Montgomery
Securities LLC and First Chicago Capital Markets, Inc. (incorporated by
reference to Exhibit 4.7 to HTI's Registration Statement on Form S-3,
Registration No. 333-50143).
4.4 Shelf Registration Agreement dated as of 3/18/98 by and among HTI,
NationsBanc Montgomery Securities LLC and First Chicago Capital Markets,
Inc. (incorporated by reference to Exhibit 4.8 to HTI's Registration
Statement on Form S-3, Registration No. 333-50143).
27.1 Financial Data Schedule.
B) REPORTS ON FORM 8-K.
No Current Reports on Form 8-K were filed by the Company during the thirteen
weeks ended March 26, 2000.
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HUTCHINSON TECHNOLOGY INCORPORATED
Date: May 3, 2000 By /s/Wayne M.Fortun
---------------------------- ---------------------------------------
Wayne M. Fortun
President and Chief Executive Officer
Date: May 3, 2000 By /s/John A. Ingleman
---------------------------- ---------------------------------------
John A. Ingleman
Vice President, Chief Financial Officer
and Secretary
<PAGE> 20
INDEX TO EXHIBITS
Exhibit
No. Page
- -------- ----
27.1 Financial Data Schedule.............................. Electronically
Filed
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF OPERATIONS OF
HUTCHINSON TECHNOLOGY INCORPORATED FOR THE TWENTY-SIX WEEKS ENDED MARCH 26, 2000
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-24-2000
<PERIOD-START> SEP-27-1999
<PERIOD-END> MAR-26-2000
<CASH> 110,520,000
<SECURITIES> 129,022,000
<RECEIVABLES> 48,462,000
<ALLOWANCES> 5,667,000
<INVENTORY> 39,918,000
<CURRENT-ASSETS> 351,284,000
<PP&E> 614,565,000
<DEPRECIATION> 307,627,000
<TOTAL-ASSETS> 697,403,000
<CURRENT-LIABILITIES> 64,720,000
<BONDS> 213,587,000
0
0
<COMMON> 248,000
<OTHER-SE> 412,729,000
<TOTAL-LIABILITY-AND-EQUITY> 697,403,000
<SALES> 234,760,000
<TOTAL-REVENUES> 234,760,000
<CGS> 222,335,000
<TOTAL-COSTS> 222,335,000
<OTHER-EXPENSES> 11,178,000<F1>
<LOSS-PROVISION> 2,109,000
<INTEREST-EXPENSE> 6,489,000
<INCOME-PRETAX> (69,694,000)
<INCOME-TAX> (17,424,000)
<INCOME-CONTINUING> (52,270,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (52,270,000)
<EPS-BASIC> ($2.11)
<EPS-DILUTED> ($2.11)
<FN>
<F1>Other Expenses reflect research and development expenses.
</FN>
</TABLE>
