UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
January 25, 2016
Date of report (Date of earliest event reported)
HUTCHINSON
TECHNOLOGY INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
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Minnesota |
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001-34838 |
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41-0901840 |
(State of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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40 West Highland Park Drive N.E.,
Hutchinson, Minnesota |
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55350 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(320) 587-3797
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 |
Results of Operations and Financial Condition. |
On January 25, 2016, Hutchinson Technology
Incorporated (the Company) issued a press release regarding its financial results for the fiscal quarter ended December 27, 2015, which is furnished as Exhibit 99.1 hereto.
The press release includes certain non-GAAP financial measures within the meaning of the rules of the Securities and Exchange Commission. With
respect to such non-GAAP financial measures, the Company has disclosed in the press release the most directly comparable financial measure calculated and presented in accordance with generally accepted accounting principles (GAAP) and
has provided a reconciliation of such non-GAAP financial measures to the most directly comparable GAAP financial measure. Management believes that the non-GAAP measures provide useful information to investors regarding the Companys results of
operations and financial condition because they eliminate unusual items impacting earnings and facilitate a more meaningful comparison and understanding of the Companys operating performance for the current, past and future periods.
Press Release
On January 25, 2016, the Company issued a press release regarding its financial results for the fiscal quarter ended December 27, 2015. In the press
release, the Company stated that its net cash, as defined by its November 1, 2015 merger agreement with TDK Corporation, was $49.9 million at the end of the fiscal 2016 first quarter.
Additional Information
In connection with the
proposed merger transaction, the Company filed a proxy statement with the Securities and Exchange Commission (the SEC) on December 15, 2015, which was mailed to the Companys shareholders on or about December 17, 2015. The
Companys shareholders are encouraged to read the proxy statement and other available relevant material, including the Companys Current Report of Form 8-K, which was filed with the SEC on December 16, 2015, because they contain important
information about the Company, the parties to the merger agreement, the proposed transactions and related matters. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE OTHER AVAILABLE RELEVANT MATERIALS BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS. The proxy statement and other relevant materials, and any and all documents filed by the Company with the SEC, may also be obtained for free at the SECs website at www.sec.gov, at
the Companys website at www.htch.com, or by writing to David P. Radloff, Vice President and Chief Financial Officer, 40 West Highland Park Drive NE, Hutchinson, Minnesota 55350.
This document is not a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell the Companys securities. The Company, its
executive officers and directors may be deemed to be participants in the solicitation of proxies from the holders of the Companys securities in connection with the proposed transactions. Information about those executive officers and directors
and their ownership of the Companys common stock is set forth in the definitive proxy statement for the Companys 2015 Annual Meeting of Shareholders, which was filed with the SEC on December 17, 2014, the Companys Annual
Report on Form 10-K for the fiscal year ended September 27, 2015, which was filed with the SEC on December 11, 2015, and the definitive proxy statement for the Companys special meeting of shareholders to be held on January 28,
2016, which was filed with the SEC on December 15, 2015. These documents may be obtained for free at the SECs website at www.sec.gov, and http://www.htch.com/proxymaterials. Additional information regarding the interests of participants
in the solicitation of proxies in connection with the transaction is included in the definitive proxy statement for the Companys special meeting of shareholders to be held on January 28, 2016, which was filed with the SEC on
December 15, 2015, and in the Companys Current Report on Form 8-K, which was filed with the SEC on December 16, 2015.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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99.1 |
Press Release dated January 25, 2016, regarding Hutchinson Technology Incorporateds financial results for the fiscal quarter ended December 27, 2015. |
SIGNATURE
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
hereunto duly authorized.
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HUTCHINSON TECHNOLOGY INCORPORATED |
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Date: January 25, 2016 |
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/s/ David P. Radloff |
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David P. Radloff |
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Vice President and Chief Financial Officer |
EXHIBIT INDEX
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No. |
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Description |
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Manner of Filing |
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99.1 |
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Press Release dated January 25, 2016, regarding Hutchinson Technology Incorporateds financial results for the fiscal quarter ended December 27, 2015. |
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Furnished Electronically |
Exhibit 99.1
HUTCHINSON TECHNOLOGY REPORTS FIRST QUARTER RESULTS
Cash Balance Increases on Favorable Changes in Working Capital
Hutchinson, Minn., Jan. 25, 2016 Hutchinson Technology Incorporated (NASDAQ: HTCH) today reported net sales of $63.9 million for its fiscal 2016 first
quarter ended December 27, 2015. Suspension assembly shipments for the quarter totaled 106.6 million, compared with 105.4 million in the preceding quarter.
Gross profit in the fiscal 2016 first quarter totaled $11.7 million, or 18.3% of net sales, up from $7.5 million, or 11.8% of net sales, in the preceding
quarter. Rick Penn, Hutchinson Technologys president and chief executive officer, said that shipments were within the companys expectations even as demand weakened near the end of the quarter. He attributed the sequential increase in
gross profit to the companys continued efforts to improve costs and a favorable product mix including suspensions using lower cost, internally-produced TSA+ flexures.
The companys operating loss in the fiscal 2016 first quarter declined to $2.8 million from $3.9 million in the preceding quarter. The sequential
improvement resulted from the increase in gross profit, partially offset by expenses of $3.4 million related to the companys pending merger with TDK Corporation and higher research and development expenses of $5.9 million, up from $3.8 million
in the preceding quarter.
The company reported a fiscal 2016 first quarter net loss of $5.3 million, or $0.16 per share. The net loss for the quarter
included:
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$3.4 million of merger-related expenses; |
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$590,000 of tax benefits related to recently enacted Federal income tax legislation; |
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$350,000 of non-cash interest expense; and |
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a $30,000 foreign currency gain. |
Excluding these items, the companys net loss for the fiscal 2016 first
quarter was $2.1 million, or $0.06 per share.
In the preceding quarter, the company reported a net loss of $9.3 million, or $0.28 per share. The net loss
in the preceding quarter included a $2.4 million foreign currency loss, a $1.6 million asset impairment charge and $340,000 of non-cash interest expense, partially offset by $1.5 million of previously deferred income related to a former cost-sharing
agreement for development of the companys shape memory alloy (SMA) optical image stabilization (OIS) actuator. Excluding these items, the companys fiscal 2015 fourth quarter net loss was $6.5 million, or $0.20 per
share.
Regarding the companys SMA OIS actuator, Penn said prototype camera modules that use the new Gemini SMA OIS
actuator have been undergoing testing and evaluation with a smartphone maker. The results from performance and reliability tests continue to be encouraging, and were continuing to work with companies in the smartphone camera supply chain
on evaluations of our SMA OIS actuator.
Cash and investments at the end of the fiscal 2016 first quarter totaled $49.0 million, an increase of $8.6
million from the end of the preceding quarter. The increase resulted primarily from favorable changes in working capital, including a $5 million reduction in receivables and a $2 million reduction in inventories. Capital spending in the quarter
totaled $1.4 million and is currently expected to be $10 million to $15 million for the fiscal year. As in the preceding quarter, there were no outstanding borrowings under the companys revolving line of credit at the end of the fiscal 2016
first quarter.
The companys net cash, as defined by its November 1, 2015 merger agreement with TDK Corporation, was $49.9 million at the end
of the fiscal 2016 first quarter. The company expects to complete the transactions contemplated by the merger agreement either late in the first calendar quarter or during the second calendar quarter of 2016.
For its fiscal 2016 second quarter, the company currently expects its suspension assembly shipments to range from 85 million to 95 million. Demand
softened as we exited the December quarter and the March quarter is typically a seasonally weaker quarter for the disk drive industry and its supply chain, said Penn. Average selling price is expected to be about flat with the $0.57 average
selling price in the fiscal 2016 first quarter. Gross profit is expected to decline on the lower expected volume.
Overall, our operating results
improved in our first quarter, said Penn. In the near term, well continue to focus on meeting our customers advancing requirements, optimizing our processes, controlling costs and maximizing our cash balance.
About Hutchinson Technology
Hutchinson Technology is a
global supplier of critical precision component technologies. As a key supplier of suspension assemblies for disk drives, we help customers improve overall disk drive performance and meet the demands of an ever-expanding digital universe. Through
our new business development initiatives, we focus on leveraging our unique precision manufacturing capabilities in new markets to improve product performance, reduce size, lower cost, and reduce time to market.
Additional Information
In connection with the proposed
merger transaction, the Company filed a proxy statement with the Securities and Exchange Commission (the SEC) on December 15, 2015, which was mailed to the Companys shareholders on or about December 17, 2015. The
Companys shareholders are encouraged to read the proxy statement and other available relevant material because they contain important information about the Company, the parties to the merger agreement, the proposed transactions and related
matters. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE OTHER AVAILABLE RELEVANT MATERIALS BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS. The proxy statement and other relevant
materials, and any and all documents filed by the Company with the SEC,
may also be obtained for free at the SECs website at www.sec.gov, at the Companys website at www.htch.com, or by writing to David P. Radloff, Vice President and Chief Financial
Officer, 40 West Highland Park Drive NE, Hutchinson, Minnesota 55350.
This document is not a solicitation of proxy, an offer to purchase, or a
solicitation of an offer to sell the Companys securities. The Company, its executive officers and directors may be deemed to be participants in the solicitation of proxies from the holders of the Companys securities in connection with
the proposed transactions. Information about those executive officers and directors and their ownership of the Companys common stock is set forth in the definitive proxy statement for the Companys 2015 Annual Meeting of Shareholders,
which was filed with the SEC on December 17, 2014, the Companys Annual Report on Form 10-K for the fiscal year ended September 27, 2015, which was filed with the SEC on December 11, 2015, and the definitive proxy statement for
the Companys special meeting of shareholders to be held on January 28, 2016, which was filed with the SEC on December 15, 2015. These documents may be obtained for free at the SECs website at www.sec.gov, and
http://www.htch.com/proxymaterials. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction is included in the definitive proxy statement for the Companys special meeting
of shareholders to be held on January 28, 2016, which was filed with the SEC on December 15, 2015.
Cautionary Note Regarding Forward-Looking
Statements
This announcement contains forward-looking statements regarding demand for and shipments of the companys products, pricing,
production capability and costs, operating performance, cost reductions, market adoption and production of OIS actuators, capital expenditures, financial results and the completion of the transactions contemplated by the companys merger
agreement with TDK Corporation. The company does not undertake to update its forward-looking statements. These statements involve risks and uncertainties. The companys actual results could differ materially from those anticipated in these
forward-looking statements as a result of changes in market demand and market consumption of disk drives or suspension assemblies, changes in demand for our products, market acceptance of new products, the companys ability to produce
suspension assemblies at levels of precision, quality, volume and cost its customers require, changes in product mix, changes in customers yields, changes in storage capacity requirements, changes in expected data density, changes in the
companys ability to operate its assembly operation in Thailand, changes in the companys ability to reduce costs, the companys inability to consummate the transactions contemplated by the companys merger agreement with TDK
Corporation due to the failure to satisfy conditions to its completion and other risks to consummation of the transaction and other factors described from time to time in the companys reports filed with the Securities and Exchange Commission.
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INVESTOR CONTACT: |
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MEDIA CONTACT: |
Chuck Ives |
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Connie Pautz |
Hutchinson Technology Inc. |
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Hutchinson Technology Inc. |
320-587-1605 |
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320-587-1823 |
Hutchinson Technology Incorporated
Condensed Consolidated Statements of Operations - Unaudited
(In thousands, except per share data)
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Thirteen Weeks Ended |
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December 27, |
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December 28, |
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2015 |
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2014 |
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Net sales |
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$ |
63,927 |
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$ |
72,423 |
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Cost of sales |
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52,206 |
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60,959 |
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Gross profit |
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11,721 |
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11,464 |
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Research and development expenses |
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5,857 |
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6,042 |
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Selling, general and administrative expenses |
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5,207 |
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5,984 |
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Merger-related expenses |
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3,437 |
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Severance and site consolidation expenses |
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159 |
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Loss from operations |
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(2,780 |
) |
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(721 |
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Other income (expense), net |
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151 |
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(555 |
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Loss on extinguishment of long-term debt |
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(4,318 |
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Interest income |
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12 |
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4 |
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Interest expense |
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(3,283 |
) |
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(4,453 |
) |
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Loss before income taxes |
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(5,900 |
) |
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(10,043 |
) |
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Benefit for income taxes |
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(603 |
) |
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(145 |
) |
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Net loss |
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$ |
(5,297 |
) |
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$ |
(9,898 |
) |
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Basic loss per share |
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$ |
(0.16 |
) |
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$ |
(0.32 |
) |
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Diluted loss per share |
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$ |
(0.16 |
) |
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$ |
(0.32 |
) |
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Weighted-average common shares outstanding |
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33,674 |
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30,548 |
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Weighted-average diluted shares outstanding |
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33,674 |
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30,548 |
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Hutchinson Technology Incorporated
Condensed Consolidated Balance Sheets - Unaudited
(In thousands, except shares data)
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December 27, |
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September 27, |
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2015 |
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2015 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
48,497 |
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$ |
39,454 |
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Short-term investments - restricted |
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506 |
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965 |
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Trade receivables, net |
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11,611 |
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15,860 |
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Other receivables |
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1,579 |
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2,707 |
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Inventories |
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37,880 |
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40,148 |
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Other current assets |
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2,934 |
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3,588 |
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Total current assets |
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103,007 |
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102,722 |
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Property, plant and equipment, net |
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129,335 |
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134,509 |
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Other assets |
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4,529 |
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4,281 |
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Total assets |
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$ |
236,871 |
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$ |
241,512 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Current debt, net of discount |
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$ |
3,000 |
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$ |
3,000 |
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Current portion of capital lease obligation |
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2,181 |
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2,188 |
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Accounts payable |
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18,593 |
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19,877 |
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Accrued compensation |
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9,896 |
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9,388 |
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Accrued expenses and other |
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5,288 |
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4,239 |
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Accrued interest |
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3,691 |
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2,838 |
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Total current liabilities |
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42,649 |
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41,530 |
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Long-term debt, net of discount |
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121,760 |
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122,156 |
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Capital lease obligation |
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3,788 |
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4,220 |
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Other long-term liabilities |
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2,589 |
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|
2,731 |
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Shareholders equity: |
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Common stock $.01 par value, 100,000,000 shares authorized, 33,839,000 and 33,540,000 issued and outstanding |
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339 |
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335 |
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Additional paid-in capital |
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452,528 |
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452,165 |
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Accumulated other comprehensive loss |
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(4,169 |
) |
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(4,309 |
) |
Accumulated loss |
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(382,613 |
) |
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(377,316 |
) |
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Total shareholders equity |
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66,085 |
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70,875 |
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Total liabilities and shareholders equity |
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$ |
236,871 |
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$ |
241,512 |
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Hutchinson Technology Incorporated
Condensed Consolidated Statements of Cash Flows - Unaudited
(Dollars in thousands)
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Thirteen Weeks Ended |
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December 27, 2015 |
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December 28, 2014 |
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Operating activities: |
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Net loss |
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$ |
(5,297 |
) |
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$ |
(9,898 |
) |
Adjustments to reconcile net loss to cash provided by operating activities: |
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Depreciation and amortization |
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6,708 |
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8,201 |
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Stock-based compensation |
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338 |
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291 |
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(Gain) loss on disposal of assets |
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(184 |
) |
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5 |
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Non-cash interest expense |
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354 |
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|
858 |
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Loss on extinguishment of debt |
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4,318 |
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Severance and site consolidation expenses |
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(27 |
) |
Changes in operating assets and liabilities |
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8,717 |
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(606 |
) |
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Cash provided by operating activities |
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10,636 |
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|
3,142 |
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Investing activities: |
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Capital expenditures |
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(1,363 |
) |
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(6,285 |
) |
Proceeds from sale and sale / leaseback of equipment |
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321 |
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836 |
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Change in restricted cash |
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48 |
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(42,570 |
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Purchases of marketable securities |
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(506 |
) |
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(965 |
) |
Sales / maturities of marketable securities |
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965 |
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965 |
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Cash used for investing activities |
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(535 |
) |
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(48,019 |
) |
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Financing activities: |
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Proceeds from issuance of common stock |
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29 |
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24 |
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Repayments of capital lease |
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(602 |
) |
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(521 |
) |
Repayments of revolving credit line |
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(17,471 |
) |
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(55,901 |
) |
Proceeds from revolving credit line |
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17,471 |
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|
46,368 |
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Repayments of debt |
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(750 |
) |
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Proceeds from private placement of debt |
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37,500 |
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Proceeds from term loan |
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15,000 |
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Debt refinancing costs |
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(3,175 |
) |
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Cash (used for) provided by financing activities |
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(1,323 |
) |
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|
39,295 |
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Effect of exchange rate changes on cash |
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|
265 |
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|
|
1,199 |
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Net increase (decrease) in cash and cash equivalents |
|
|
9,043 |
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|
|
(4,383 |
) |
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Cash and cash equivalents at beginning of period |
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|
39,454 |
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|
|
37,939 |
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|
|
|
|
|
|
|
|
|
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Cash and cash equivalents at end of period |
|
$ |
48,497 |
|
|
$ |
33,556 |
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|
|
|
|
|
|
|
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Hutchinson Technology Incorporated
Reconciliation of Non-GAAP to GAAP Financial Measures - Unaudited
(In thousands, except per share data)
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|
|
Thirteen Weeks Ended |
|
|
|
December 27, 2015 |
|
|
September 27, 2015 |
|
|
December 28, 2014 |
|
|
|
|
|
Net loss - GAAP |
|
$ |
(5,297 |
) |
|
$ |
(9,336 |
) |
|
$ |
(9,898 |
) |
Subtract deferred income recognized |
|
|
|
|
|
|
(1,520 |
) |
|
|
|
|
Subtract foreign currency gain |
|
|
(33 |
) |
|
|
|
|
|
|
|
|
Subtract tax benefit |
|
|
(589 |
) |
|
|
|
|
|
|
|
|
Add loss on debt extinguishment |
|
|
|
|
|
|
|
|
|
|
4,318 |
|
Add foreign currency loss |
|
|
|
|
|
|
2,355 |
|
|
|
640 |
|
Add non-cash interest expenses |
|
|
354 |
|
|
|
340 |
|
|
|
858 |
|
Add merger-related expenses |
|
|
3,437 |
|
|
|
|
|
|
|
|
|
Add site consolidation and severance expenses |
|
|
|
|
|
|
|
|
|
|
159 |
|
Add asset impairment |
|
|
|
|
|
|
1,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss - Adjusted |
|
$ |
(2,128 |
) |
|
$ |
(6,541 |
) |
|
$ |
(3,923 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss income per share |
|
$ |
(0.16 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.32 |
) |
Diluted loss income per share |
|
$ |
(0.16 |
) |
|
$ |
(0.28 |
) |
|
$ |
(0.32 |
) |
|
|
|
|
Net loss per common share Adjusted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per share |
|
$ |
(0.06 |
) |
|
$ |
(0.20 |
) |
|
$ |
(0.13 |
) |
Diluted loss per share |
|
$ |
(0.06 |
) |
|
$ |
(0.20 |
) |
|
$ |
(0.13 |
) |
|
|
|
|
Weighted average common and common equivalent shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
33,674 |
|
|
|
33,533 |
|
|
|
30,548 |
|
Diluted |
|
|
33,674 |
|
|
|
33,533 |
|
|
|
30,548 |
|
Net loss per common share basic and diluted, is calculated by dividing net loss by weighted average common and common
equivalent shares outstanding basic and diluted, respectively.
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