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 DECEMBER 26, 1999
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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)
(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 January 31, 2000 the registrant had 24,759,427 shares of Common Stock
issued and outstanding.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED
(Dollars in thousands)
December 26, September 26,
1999 1999
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ASSETS
Current assets:
Cash and cash equivalents $ 84,584 $ 98,820
Securities available for sale 159,821 139,402
Trade receivables, net 57,538 72,716
Other receivables 5,883 9,050
Inventories 42,117 40,984
Prepaid taxes and other expenses 17,124 17,814
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Total current assets 367,067 378,786
Property, plant and equipment, net 320,795 352,936
Other assets 39,519 20,127
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$ 727,381 $ 751,849
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LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Current maturities of long-term debt $ 4,171 $ 4,171
Accounts payable and accrued expenses 47,586 43,635
Accrued compensation 22,415 17,014
GE lease accrual 5,555 4,519
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Total current liabilities 79,727 69,339
Long-term debt, less current maturities 65,541 65,562
Convertible subordinated notes 150,000 150,000
Other long-term liabilities 6,293 1,989
Shareholders' investment:
Common stock, $.01 par value, 45,000,000 shares authorized,
24,745,000 and 24,744,000 issued and outstanding 247 247
Additional paid-in capital 363,429 363,399
Retained earnings 62,144 101,313
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Total shareholders' investment 425,820 464,959
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$ 727,381 $ 751,849
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See accompanying notes to condensed consolidated financial statements.
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HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(In thousands, except per share data)
Thirteen Weeks Ended
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December 26, December 27,
1999 1998
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Net sales $ 123,823 $ 155,275
Cost of sales 115,840 121,690
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Gross profit 7,983 33,585
Selling, general and
administrative expenses 11,309 12,201
Research and development
expenses 5,541 4,670
Asset impairment and other (Note 2) 46,528 --
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Income (loss) from operations (55,395) 16,714
Interest expense (2,999) (2,888)
Other income, net 3,227 772
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Income (loss) before income taxes (55,167) 14,598
Provision (benefit) for income taxes (15,998) 3,065
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Net income (loss) $ (39,169) $ 11,533
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Basic earnings (loss) per share ($1.58) $0.58
Diluted earnings (loss) per share ($1.58) $0.52
Weighted average common shares outstanding 24,745 19,783
Weighted average common and diluted shares outstanding 24,745 25,632
See accompanying notes to condensed consolidated financial statements.
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HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(Dollars in thousands)
Thirteen Weeks Ended
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December 26, December 27,
1999 1998
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Operating activities:
Net income (loss) $ (39,169) $ 11,533
Adjustments to reconcile net income (loss) to
cash provided by (used for) operating activities:
Asset impairment and other 46,528 --
Depreciation and amortization 24,056 18,240
Deferred taxes (19,163) 1,626
Change in operating assets and liabilities (Note 6) 19,981 14,703
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Cash provided by operating activities 32,233 46,102
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Investing activities:
Capital expenditures (26,059) (35,397)
Sales of marketable securities 11,461 2,139
Purchases of marketable securities (31,880) (223)
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Cash used for investing activities (46,478) (33,481)
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Financing activities:
Repayments of long-term debt (21) (620)
Net proceeds from issuance of common stock 30 132
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Cash provided by (used for) financing activities 9 (488)
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Net increase (decrease) in cash and cash equivalents (14,236) 12,133
Cash and cash equivalents at beginning of period 98,820 58,942
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Cash and cash equivalents at end of period $ 84,584 $ 71,075
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See accompanying notes to condensed consolidated financial statements.
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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 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 December 26,
1999, approximately $1,400,000 of the severance costs had been paid, with
$1,600,000 remaining to be paid during the second fiscal 2000 quarter.
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(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 revenue in fiscal 2000. A breakdown of customer sales is as
follows:
Thirteen Weeks Ended
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December 26, December 27,
PERCENTAGE OF NET SALES 1999 1998
- ----------------------- ---------------------------- ----------------------------
Five Largest Customers 87% 76%
SAE Magnetics, Ltd/TDK 26 18
Seagate Technology, Inc. 21 10
IBM and affiliates 15 36
Alps Electric Co., Ltd. 15 5
Read-Rite Corporation 10 7
(4) INVENTORIES
At December 26, 1999, all inventories were stated at the lower of first-in,
first-out ("FIFO") cost or market. Inventories consist of the following:
December 26, September 26,
1999 1999
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Raw materials $ 15,849 $ 15,728
Work in process 14,286 13,749
Finished goods 11,982 11,672
LIFO reserve -- (165)
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$ 42,117 $40,984
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Effective September 27, 1999, the Company changed its method of inventory
accounting from last-in, first-out 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 thirteen weeks ended
December 26, 1999. 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.
(5) NET INCOME 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 duringthe 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:
Thirteen Weeks Ended
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December 26, December 27,
1999 1998
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Net income (loss) $ (39,169) $ 11,533
Plus: interest expense on convertible subordinated notes -- 2,411
Less: additional profit-sharing expense and tax benefit reduction -- 697
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Net income (loss) available for common shareholders $ (39,169) $ 13,247
=============== ===============
Weighted average common shares outstanding 24,745 19,783
Dilutive potential common shares -- 5,849
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Weighted average common and diluted shares outstanding 24,745 25,632
=============== ===============
Basic earnings (loss) per share $ (1.58) $ 0.58
Diluted earnings (loss) per share $ (1.58) $ 0.52
Potential common shares of 5,709,000 were excluded from the computation above of
diluted loss per share for the period ended December 26, 1999, as inclusion of
these shares would have been antidilutive.
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(6) SUPPLEMENTARY CASH FLOW INFORMATION
Thirteen Weeks Ended
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December 26, December 27,
1999 1998
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Changes in operating assets and liabilities:
Receivables, net $ 18,345 $ 15,270
Inventories (1,133) (3,705)
Prepaid and other 175 (1,863)
Accounts payable and accrued liabilities 3,477 5,026
Other non-current liabilities (883) (25)
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$ 19,981 $ 14,703
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Cash paid (refunded) for:
Interest (net of amount capitalized) $ 131 $ 51
Income taxes 1,050 (9,068)
Capitalized interest for the thirteen weeks ended December 26, 1999 was $980,000
compared to $973,000 for the comparable period in fiscal 1999.
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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 during our own product transitions.
During the past two years, some of the major personal computer makers
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 desktop drive. Results for fiscal
1999, therefore, did not show the growth we expected. As discussed in our
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.
Unit shipments declined from the fourth quarter of fiscal 1999 to the first
quarter of fiscal 2000 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 include 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 the quarter. The equipment and tooling is not being used in production
currently and is being held for future use. 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 quarter charges. We currently believe that suspension shipments will
remain relatively flat and our excess capacity situation will continue for the
foreseeable future until Internet-related storage growth increases or new
applications for disk storage become more widespread.
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 TSA suspension assembly production capacity in fiscal 1998
and in the first half of fiscal 1999, and capacity exceeded demand during the
second half of fiscal 1999 and the first quarter of fiscal 2000 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 in the last half of fiscal 1999 and in the first
quarter of fiscal 2000, however, were negatively impacted 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
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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 our forecasts of customer demand,
as we become accustomed to forecasting customer pulls out of the hubs. 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.
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 the first quarter of
fiscal 2000, we terminated approximately 250 employees and thus reduced our
workforce as part of our effort to reduce costs by improving 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 DECEMBER 26, 1999 VS. THIRTEEN WEEKS ENDED DECEMBER 27,
1998.
Net sales for the thirteen weeks ended December 26, 1999 were $123,823,000, a
decrease of $31,452,000 or 20% from the comparable period in fiscal 1999. This
decrease was primarily a result of 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 ramp-up.
Lower overall suspension assembly sales volume also contributed to the decrease
in sales.
Gross profit for the thirteen weeks ended December 26, 1999 was $7,983,000,
compared to $33,585,000 for the comparable period in fiscal 1999. Gross profit
as a percent of net sales decreased from 22% to 6%, primarily due to the lower
average selling prices and lower sales volumes described above, partially offset
by improved manufacturing efficiencies on TSA suspension assembly production.
Research and development expenses for the thirteen weeks ended December 26, 1999
were $5,541,000 compared to $4,670,000 for the thirteen weeks ended December 27,
1998. The increase was mainly due to higher medical product development
expenses. As a percent of net
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sales, research and development expenses increased from 3% in the first quarter
of fiscal 1999 to 4% in the first quarter of fiscal 2000.
Selling, general and administrative expenses for the thirteen weeks ended
December 26, 1999 were $11,309,000, a decrease of $892,000 or 7% compared to the
comparable period in fiscal 1999. The decrease was due mainly to decreased
profit sharing and other incentive compensation costs of $2,222,000. This
decrease was partially offset by increased labor expense of $650,000, increased
professional services expense of $251,000 and increased depreciation and lease
expense of $227,000. As a percent of net sales, selling, general and
administrative expenses increased from 8% in the first quarter of fiscal 1999 to
9% in the first quarter of fiscal 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 include 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.
Other income for the thirteen weeks ended December 26, 1999 was $3,227,000, an
increase of $2,455,000 from the comparable period in fiscal 1999, primarily due
to an increase in interest income as a result of higher average investment
balances.
Interest expense for the thirteen weeks ended December 26, 1999 increased
$111,000 from the comparable period in fiscal 1999, primarily due to fees
associated with the $50,000,000 credit facility discussed below.
The income tax benefit for the thirteen weeks ended December 26, 1999 was based
on an estimated effective tax rate for the fiscal year of 29% 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.
Net loss for the thirteen weeks ended December 26, 1999 was $39,169,000,
compared to net income of $11,533,000 for the comparable period in fiscal 1999.
The decrease was primarily due to the charge discussed above and to lower
average selling prices and sales volume decreases, as noted above. As a percent
of net sales, net income (loss) decreased from 7% to (32)%.
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.
On December 31, 1998, we signed a financing agreement with The CIT
Group/Business Credit, Inc., establishing a $50,000,000 credit facility secured
by our accounts receivable and inventory. At December 26, 1999, we had 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 December 26, 1999.
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Our cash and cash equivalents decreased from $98,820,000 at September 26, 1999
to $84,584,000 at December 26, 1999. Our securities available for sale increased
from $139,402,000 to $159,821,000 during the same period. We generated cash from
operating activities of $32,233,000 for the thirteen weeks ended December 26,
1999.
Cash used for capital expenditures totaled $26,059,000 in the first quarter of
fiscal 2000. We currently anticipate spending approximately $85,000,000 during
fiscal 2000 primarily for continued equipment improvements to meet advanced
product specifications, new TSA 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 December 26, 1999, we were in compliance with all such
covenants. 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 2000. We may require additional financing to meet
our capital requirements beyond fiscal 2000, 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 shipments will remain relatively flat for the
foreseeable future until Internet-related storage growth increases or new
applications for disk storage become more widespread.
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.
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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 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 account for
approximately 60% 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 the aTSA
suspension, incorporate a second stage actuator on the suspension to improve
head positioning over increasingly tighter data tracks. The 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.
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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.
YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs, microprocessors and
embedded date-reliant systems using two digits rather than four to define the
applicable year. If not corrected, date-related information and data could cause
many programs or systems to fail or to generate erroneous information. Our
products have no inherent time or date function and will operate regardless of
the Year 2000 issue. However, we use computer systems and programs that are
affected by Year 2000 issues.
In 1997, we began a comprehensive Year 2000 readiness program. The program
addressed business software and hardware, manufacturing software and hardware,
and suppliers. As of January 31, 2000, we had not experienced, and do not expect
to experience, any material disruptions to our operations due to Year 2000
issues; however, we cannot be sure that we have assessed, identified or
corrected all Year 2000 issues that may arise in the coming months.
We completed Year 2000 remediation of our key business software in November
1997, and remediation follow-up measures, in connection with testing using
"data-aging" software, as of June 30, 1999. We completed an enterprise-wide
inventory in May 1998 of all other business software (including approximately
460 purchased and internally-developed programs or packages) and hardware
(covering over 3,000 pieces of hardware, including personal computers, servers
and network devices) with potential Year 2000 issues. As of September 30, 1999,
Year 2000 remediation was complete for all critical business software and
hardware included in the inventory.
We completed an enterprise-wide inventory in May 1998 of all manufacturing
software, hardware and embedded-chip technology with potential Year 2000 issues.
As of September 30, 1999, Year 2000 remediation was complete for all
manufacturing software, hardware and embedded-chip technology.
We assessed our suppliers whose failure to become Year 2000 compliant in a
timely manner, if at all, could have a material adverse effect on us. All
analysis and follow-up activities with these suppliers are complete. We also
have developed contingency plans for all other suppliers for whom there is
uncertainty regarding Year 2000 compliance. As of January 31, 2000, we had not
experienced any supplier Year 2000 issues.
As of January 31, 2000, we had incurred approximately $565,000 in expenses
for remediation of our key business software, and approximately $680,000 in
expenses for all other Year 2000 efforts, for a total of $1,245,000 in
expenses for our Year 2000 readiness program. We currently do not expect to
incur significant additional expenses for Year 2000 efforts. Our expenses may
increase if additional Year 2000 issues arise in the future.
15
Although we have completed our Year 2000 remediation and have not encountered
any material Year 2000 issues, there are risks if our efforts did not address
all business issues or all business issues have not yet surfaced. A failure in
remedying a Year 2000 issue, caused by computer hardware or software errors, or
our failure to be, or suppliers who may not be, Year 2000 compliant could, in a
worst case, interrupt our business. Any interruption in our business could have
a material adverse effect on our business, financial condition and results of
operations depending upon the extent and duration of the interruption.
We have implemented a corporate contingency plan to ensure that back-up
processes are in place. We also have developed contingency plans for specific
business areas and assets, but we cannot be sure that any such plans will
address all risks that may actually arise.
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 under the headings "General" and "Liquidity and
Capital Resources" about anticipated operating results, cost reduction efforts,
capital expenditures and capital resources, and the statements above under the
heading "Year 2000 Issue" about Year 2000 readiness and
expenditures, 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, difficulties in implementing Year 2000 compliance 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.
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
December 26, 1999, 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 December
26, 1999, the outstanding principal amount of the Note was $1,000,000, which was
subject to an interest rate of 4.55%.
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 December 26, 1999, we had fixed rate debt of $218,712,000.
16
PART II.
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).
10.1 Master Lease Agreement dated as of 12/19/96 between General
Electric Capital Corporation, as Lessor ("GE"), and HTI, as
Lessee (incorporated by reference to Exhibit 10.11 to HTI's
Quarterly Report on Form 10-Q for the quarter ended 12/29/96),
Amendment dated 6/30/97 to the Master Lease Agreement between
GE and HTI (incorporated by reference to Exhibit 10.11 to
HTI's Quarterly Report on Form 10-Q for the quarter ended
12/28/97), letter amendment dated 3/5/98 to the Master Lease
Agreement between GE and HTI (incorporated by reference to
Exhibit 10.11 to HTI's Quarterly Report on Form 10-Q for the
quarter ended 3/29/98), letter amendment dated 9/25/98 to the
Master Lease Agreement between GE and HTI (incorporated by
reference to Exhibit 10.11 to HTI's Annual Report on Form 10-K
for the fiscal year ended 9/27/98), and letter amendment dated
1/11/00 to the Master Lease
17
Agreement, effective as of 12/22/99, to the Master Lease
Agreement between GE and HTI.
10.2 Description of Hutchinson Technology Incorporated Year 2000
Bonus Program.
18.1 Letter Regarding Change in Accounting Principles.
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 December 26, 1999.
18
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: February 4, 2000 By /s/ Wayne M. Fortun
----------------------- -------------------------------------
Wayne M. Fortun
President and Chief Executive Officer
Date: February 4, 2000 By /s/ John A. Ingleman
----------------------- -------------------------------------
John A. Ingleman
Vice President, Chief Financial
Officer and Secretary
19
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
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)..........................................Incorporated by Reference
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)..............................................................Incorporated by Reference
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)..................................................Incorporated by Reference
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)..................................................Incorporated by Reference
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)..................................................Incorporated by Reference
10.1 Master Lease Agreement dated as of 12/19/96 between General
Electric Capital Corporation, as Lessor ("GE"), and HTI, as
Lessee (incorporated by reference to Exhibit 10.11 to HTI's
Quarterly Report on Form 10-Q for the quarter ended
12/29/96), Amendment dated 6/30/97 to the Master Lease
Agreement between GE and HTI (incorporated by reference to
Exhibit 10.11 to HTI's Quarterly Report on Form 10-Q for the
quarter ended 12/28/97), letter amendment dated 3/5/98 to the
Master Lease Agreement between GE and HTI (incorporated by
reference to Exhibit 10.11 to HTI's Quarterly Report
20
on Form 10-Q for the quarter ended 3/29/98), letter amendment
dated 9/25/98 to the Master Lease Agreement between GE and
HTI (incorporated by reference to Exhibit 10.11 to HTI's Annual
Report on Form 10-K for the fiscal year ended 9/27/98), and
letter amendment dated 1/11/00 to the Master Lease Agreement,
effective as of 12/22/99, to the Master Lease Agreement
between GE and HTI................................................................Filed Electronically
10.2 Description of Hutchinson Technology Incorporated
Year 2000 Bonus Program ..........................................................Filed Electronically
18.1 Letter Regarding Change in Accounting Principles..................................Filed Electronically
27.1 Financial Data Schedule...........................................................Filed Electronically