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GT Seeks to Void 'Oppressive and Burdensome' Agreements With Apple, Outlines Sapphire Wind Down Process

Windlasher said:
Why would they show their hand before they get in front of a judge. As I am sure you have heard a million times.... "WE DONT COMMENT ON ONGOING LITIGATION."
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Yup. Correct. And Apple making pre-mature statements or accusations before a court hears the case, it means that they (Apple) could place their legal arguments in jeopardy.
 
lost jobs

Management making money on the skin of families should be legally punished. Hard.

If that was really the case here, I hope those family can file suit - and win.
 
shk718 said:
WRONG- the moral of the story is don't say you can do something you can't. if Apple started selling phones with screens that shatter easily who are you, as a consumer, going to blame GT or Apple? - Apple of course - not GT - you're going to ask Apple why they used an inferior product - they should have tested it first - well guess what - they did - and it was. Clearly we don't know all the details here - but I bet anything this is what happened.
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I agree! Somebody bet the farm on Apple and didn't come through, and now want to blame Apple for their failures! CEO of GTAT should get the shaft! I just really feel sorry for the workers!:apple::cool:
 
Duane Martin said:
Very interesting hypothesis. Is it based on something you read and can you post a link? I would like to read more about this angle.
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No, I'm just speculating. Apple said it was "surprised" by the Chapter 11 filing and wants to preserve the jobs in AZ, while GT is asking the court for permission to wind down the facility and eliminate the jobs. So clearly Apple and GT aren't seeing eye to eye on something. It sounds like GT wants to call a "mulligan" on its contract with Apple and go back to its core business, while Apple wants there to still be a factory producing sapphire for use in current or future products.
 
divideby said:
The completion of this last batch of sapphire could help with the restructuring as opposed to just pulling the plug. They are in the business (lol) of preserving value and not necessarily just liquidating.

Just my two cents.
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That they filed Chapter 11 Bankruptcy is proof enough that they want to preserve the business. :)

But if nobody is buying the sapphire they have already produced, what makes them believe that someone will buy the sapphire they have in-process and wish to finish producing?

That is the disconnect for me with that analyst argument - especially when those analysts were the ones proclaiming that sapphire was going to be used extensively in the iPhone 6 family. ;)
 
KPOM said:
No, I'm just speculating. Apple said it was "surprised" by the Chapter 11 filing and wants to preserve the jobs in AZ, while GT is asking the court for permission to wind down the facility and eliminate the jobs. So clearly Apple and GT aren't seeing eye to eye on something. It sounds like GT wants to call a "mulligan" on its contract with Apple and go back to its core business, while Apple wants there to still be a factory producing sapphire for use in current or future products.
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With the caveat of knowing so little, I am inclined to agree and believe (at least at this time) that GTAT wants to renegotiate the contract with Apple and is using Bankruptcy Law to do so - especially considering this is a tried-and-true tactic used by many corporations for just such a purpose.


Wild-Bill said:
I think I already addressed this. (Apple) gain the intellectual property, processes, facility, and can just bring it all "in-house".
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What Apple gains will be determined by the Bankruptcy judge, but even if they do indeed get the facility, because sapphire production is not something Apple (presumably) has in-house knowledge of, they will still need to partner with someone else to run the factory and that is going to likely result in a production decline for some time right when Apple needs a production increase.
 
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Lots of armchair lawyering here without any understanding of the law.

No judge is going to order a company to complete a contract at all costs to their ultimate destruction. It is stupid and uneconomic. That doesn't mean that GT is getting a get out of jail card either.
 
yellowsnowinfo said:
Exactly what I was thinking. While the others on this forum believe GTAT messed up by not honoring the contract, what if Apple's standard was beyond what they agreed upon (or contract was vague on what's quality and Apple had free reign to reject them)? If that was the scenario then GTAT might have a case
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I think the OP and you were not thinking the exact same thing. Your post seems to allude that Apple moved the finish line after the race started. It appears to me that the OP was saying that GTAT was unable to fulfill the obligations of the contract, and is now saying the contract was burdensome and oppressive. I tend to agree with the OP. Sounds like they're in bankruptcy court, throwing "stuff" against the wall to see what sticks.
 
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8CoreWhore said:
Apple is a bully and arrogant. They're like the guy yelling at the gate agent at an airport, "Do you know who I am?!"
Like businesses should kiss their feet because it's a big contract.
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Its Apples fault GTA couldnt make good on their contrCtual obligations. It looks like the CEO knew they coukdnt give Apple what they wanted and is looking for a payout when he knew GTA was going out of business. The CEO wants us to believe its Apples fault they wanted to give GTA a truckload of business for the foreseeable future.
 
CWallace said:
For me, the timing of the bankruptcy filing vis-a-vis the stock sale is what draws my attention. I understand that the transaction date of the sale was set well before the bankruptcy filing, but that the CEO proceeded with the sale knowing that he would then shortly file for bankruptcy, while a prudent financial decision, was not really a prudent public relations decision (and may not have been a prudent legal decision as I fully expect a shareholder lawsuit over it and perhaps an SEC investigation depending on how the rules cover such moves).
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Could be or it could be that it was programmed stock selling which might be what the Apple execs selling shares are doing as well. It could be that the GT CEO is a complete crook and completely put one over on the biggest company in the world. It could be that he sold all of his stock as the very last official action just before filing bankruptcy too.

OR it could come out that Apple was flexing its very powerful muscles, deep war chest, tremendous legal power and so on to crush a relatively tiny company for some reason (Apple has had it's most senior exec say he wanted to go "thermo-nuclear" on another company.)

We don't know. But based on cumulative speculation, the bulk of us are only seeing it one way... which is the same way we see everything when it's Apple vs. anyone. That thinking may be completely right in this scenario or it may be completely wrong, but it's probably something much more toward the middle. My guess- which is just as much speculation as anyone else's- is that this little company took a big make-or-break-us gamble that didn't work out. Had it worked, they would have made lots of money for themselves and been taken into the Apple halo, praised for delivering a highly touted part of the latest iPhones. But it didn't work out. Maybe they bit off more than they could chew? Who knows (except them and Apple)?

Either way though, a bunch of Americans are losing their jobs and a bunch of shareholders are going to take big losses on their investment in that company. A smaller company CEO that marches his company into bankruptcy doesn't typically have a golden parachute (whatever stock he still holds is about to be worthless too), nor does that history of running his company off a cliff bode well for the opportunity to get a good job at some other company in the near term.

I've seen people posting that the stock sales yielded about $160K which- if true- is not very much money for a CEO lifestyle. If he's without any kind of job for 2 years, that's like trying to live on $80K/yr. If it's 3 years, that's like trying to live on $50K/yr (and so on) WHILE potentially paying lawyers to settle any suits and winding down a company.
 
Wow, a huge black eye for Tim Cook, allowing a supplier to get leverage on them like this, and taking their money to boot.
 
HobeSoundDarryl said:
Yes, I know- it IS normal for executives to sell stock in their company and there's nothing wrong with Apple execs selling their Apple stock. But, the same should apply to this GT CEO selling some GT stock. Instead, we want to spin conspiracy against the player that is not Apple and that sounds so good we'll just keep spinning it.
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What's raising suspicion is the timing of the sale, which was one day before the iPhone 6 was announced. The company is claiming that the sale was part of a pre-arranged sale program, which executives often enter into with their brokers specifically to avoid questions about insider trades. If that holds up, he's probably in the clear. But I'm sure that regulators will be looking into the transactions, since on September 8th, it's highly likely that insiders at the company had material information not available to the general public (i.e. that Apple was not going to be using sapphire to coat the screens on their newest iPhone models).


hybrid_x said:
Excellent post. All drama aside, it seems GT wants to get out of the sapphire manufacturing business and go back to just making the furnaces. Apple will get the sapphire manufacturing operation, and GT can go back to their core competency.
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That assumes that Apple wants to own a sapphire manufacturing business. There are ample supplies of sapphire for a few million watches. They may decide to stick with glass on their iPhones for the time being.
 
thelatinist said:
This is exactly what I came here to write. While we don't know everything, the information that has leaked seems to suggest that it wasn't GT's production that was the issue but Apple's manufacturing partners' inability to perfect the complex process of milling and polishing the raw material into the thin sheets needed for display covers. None of this changes the fact that GT seems to have gambled on a contract that required performance on their part but did not guarantee a return; but it certainly undercuts the moral outrage that some on here seem to be feeling: I see no evidence that GT over promised and failed to deliver.
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Most of the moral outrage is directed at Apple and not at GT, though, when it seems clear that as you said, they gambled on a contract.
 
From what I'm reading, I can't believe they signed this contract with Apple. They must have had stars in their eyes, but yet they have all this spelled out in the risks section of their 10-K filing:

Risks Related to Our Business

Producing sapphire material is expected to constitute an increasing portion of our operations, and if we are unable to successfully transition our business and establish our sapphire material operations our business will be harmed.

Pursuant to a contract we entered into on October 31, 2013 with Apple, we have agreed to supply sapphire materials. Historically, we have been a provider of crystal growth equipment, with very limited operations supplying sapphire material produced at our Salem, Massachusetts facility. Pursuant to the supply arrangement with Apple, we have agreed to commit significant resources to the growth of our sapphire material operations and have undertaken material obligations related thereto. We expect that the sapphire material-producing operations at our Arizona facility, which is still under development, will, if successful, constitute a significant part of our overall business. We have very limited experience operating a material manufacturing operation of this scale, and if we are unable to timely establish and maintain operations of the scale contemplated, our business and results of operations would be significantly impacted and we may be unable to perform some or all of the obligations we have undertaken as part of our agreement with Apple. Among the risks we face are: (i) hiring and maintaining a workforce necessary to operate the facility, (ii) the facility consistently complying with the specifications necessary to operate the ASF systems and that these specifications will be consistently adhered to, including adequate supply of power and water (some of which are beyond our control) and (iii) ensuring that the consumable components and parts necessary to generate sapphire materials and operate and maintain the ASF systems are available in time and quantity from our suppliers necessary to meet our expected delivery schedules.

In addition, we must supply sapphire material that meets agreed upon specifications by agreed upon deadlines and we must have available an adequate supply for expected, although not committed, demand. If we are unable to comply with each of these requirements, we will be subject to significant warranty claims and/or liquidated damages. We may also be subject to substantial liquidated damages for other violations, including breaching certain confidentiality obligations or the inability to replace certain key employees. We may be unable to make these liquidated damage payments or satisfy our warranty obligations and any such failure will have material adverse consequences for our business and results of operations.

Through the first half of 2014, we expect that we will sell a very limited number of ASF units to our customers. For this reason, we expect to convert very limited amounts in our sapphire equipment backlog into revenue during this period.

Apple has no minimum purchase obligation and if Apple does not purchase sufficient quantities of sapphire material, our revenues will suffer and we may be unable to meet our obligations to repay advances that were provided to us.

We have granted certain exclusivity rights to Apple with respect to the sapphire material manufactured with our ASF systems. Therefore, our sapphire material business will depend, to a large extent, on purchases of sapphire material by Apple. Although we have significant minimum supply obligations, Apple has no purchase obligations nor is Apple subject to any requirement to purchase sapphire materials only from us under our arrangements and if Apple purchases no sapphire material, or limited sapphire material, our anticipated sapphire business revenues would be materially and adversely affected.

Apple has committed to make a $578 million prepayment, or the Prepayment Amount, to us in four installments, if conditions are met. We have received the first two installments. We must repay the Prepayment Amount ratably over a five year period beginning in January 2015, either as a credit against Apple purchases of sapphire material or as a direct cash payment to Apple. Without significant sapphire revenue from Apple, we would still be required to repay in cash (on a quarterly basis) significant amounts of the Prepayment Amount beginning in 2015, which would limit our ability to invest in or operate other portions of our business, including our equipment operations, or to repay indebtedness at the time of maturity of such indebtedness. In addition, these repayments may exhaust all of our cash and, if we are unable to make a payment when due (or fail to meet our supply obligations), we will be in default and Apple will have the right to acquire control and possession of the ASF systems and/or our subsidiary (GT Advanced Equipment Holding LLC) that owns these systems (and to be paid in cash for any deficiency). The prepayment installments from Apple may also be cancelled prior to payment, or repayment accelerated, under certain circumstances, including if the ASF systems do not generate sapphire material to specification prior to an agreed upon date or we are unable to comply with certain financial requirements. Finally, if the repayment of the Prepayment Amount were to be accelerated, it would likely produce a cross-default under our 3.00% Convertible Senior Notes due in 2017, or the 2017 notes, and our 3.00% Convertible Notes due in 2020, or the 2020 notes (correspondingly, an acceleration of the 2017 notes and 2020 notes would likely produce a cross-default under the Prepayment Agreement), and we may not have sufficient resources at such time to satisfy these obligations.

Even if Apple does purchase adequate amounts of sapphire material, the margins related to this business (even when operating at expected capacity) will be lower than those of our equipment business. If we do not operate our facility at or near capacity or we are unable to manage certain expenses with respect to these sapphire material operations, we may have negative margins and our ability to meet our delivery and/or payment obligations under the arrangements with Apple would be significantly impacted, which would have a negative impact on our business and may impair our ability to operate our business and satisfy our obligations to Apple and others (including holders of our 2017 and 2020 convertible notes).

We have granted Apple certain exclusivity rights with respect to our sapphire growth technologies; such rights include an agreement that we will not sell our ASF systems to customers that generate sapphire material for use in certain products, and if our ASF customers were to generate sapphire for use in those restricted applications we could be subject to significant penalties which would harm our business.

In connection with our agreements to supply sapphire material to Apple, we also agreed that we would not directly or indirectly provide sapphire material, sell ASF systems to customers that would generate sapphire material, or provide licenses or services pertaining to our sapphire technology or related intellectual property to any company other than Apple in each case for use in certain applications, including consumer electronics (subject to certain exceptions). If we were to breach this provision, or our ASF customers were to produce sapphire for these restricted applications, we would be subject to penalties under our agreement with Apple, including significant monetary penalties. While we intend that all of our future ASF equipment contracts will place restrictions on the use of the ASF-generated material, there is no guarantee that our customers will honor this restriction or that, if they were to breach such contractual provision, that we would be able to collect (and we expect that we would be very unlikely to collect) sufficient amounts to off-set the monetary damages that we would owe Apple. Any violation of this exclusivity provision by us or by our customers, over which we will exercise no control, would have a material impact on our business and if we were required to pay damages to Apple, the amounts would likely be material and require significant amounts of our cash. Our future sales of ASF systems may also be limited due to these exclusivity requirements.

We have granted certain intellectual property rights with respect to our sapphire growth technology to Apple, and Apple may be able to acquire additional rights in the future under certain circumstances, and Apple may be able to transfer this intellectual property to others, including our competitors.

We have granted Apple certain intellectual property rights pertaining to our sapphire growth technology, including rights with respect to certain existing and future developments. Under certain circumstances, Apple would have the ability to use our technology to generate sapphire material for its use, or to engage one or more third parties to manufacture sapphire for Apple using our technology. If Apple were to exercise its right to use our sapphire growth technology (or grant that right to a third party), our business would be harmed, and we may be unable to meet our obligations under the Prepayment Agreement through the delivery of sapphire material to Apple. In addition, if a third party were to receive a license to our technology it may replace us as a supplier of sapphire material to Apple. Any of the foregoing would significantly harm our business and results of operations.

We expect to build inventory of sapphire material and if it is not purchased by Apple, our business could be harmed and we may be required to take a charge for this inventory.

We are required to maintain significant inventory of sapphire material under our agreements with Apple, although Apple has no commitment or obligation to purchase any sapphire material from us. If Apple does not purchase sapphire materials in the amounts we expect, it would have a material adverse effect on our cash flows, results of operations and financial condition. In addition, due to certain restrictions in our supply agreement on the sale of sapphire material, we may not be able to sell that material to other parties, which would result in increases in our inventory that we cannot otherwise sell and would have a negative impact on our margins and our operations and may require that we take a charge for that inventory if it becomes excess or obsolete.

If our sapphire equipment and material do not achieve market acceptance, prospects for our sapphire business will be limited.

The customers to whom we sell ASF equipment systems are, we believe, largely manufacturing for the LED industry and, in more limited cases, other industrial markets. Potential customers for sapphire equipment and sapphire-based LED materials manufactured with the ASF system may be reluctant to adopt these offerings as an alternative to existing sapphire materials and lighting technology or sapphire manufacturing processes. In addition, many of the customers who purchase our equipment, we believe, will utilize the material for LED lighting. However, LED lighting is currently more expensive than traditional lighting and if the price of sapphire-based LED does not decrease in the near future, our customers may not have a market in the near term for the material they produce with our ASF systems, which would reduce the demand for our ASF systems.

In addition, potential customers may have substantial investments and know-how related to their existing sapphire, LED and lighting technologies, and may perceive risks relating to the complexity, reliability, quality, usefulness and cost-effectiveness of our sapphire equipment and sapphire material products compared to alternative products and technologies available in the market or that are currently under development. For example, companies are developing general lighting technologies that utilize silicon-based material (in lieu of sapphire) and assert that the production costs are significantly lower than the costs to produce sapphire-based lighting materials. If acceptance of sapphire material and sapphire-based LEDs, particularly in general illumination, do not increase significantly, opportunities to increase the sapphire equipment portion of our business and revenues would be limited.

In addition, the price of sapphire-based LED material has recently experienced a marked drop due, in part, to the readily available supply of such material. If the price of LED material, which is driven, in large part due to the supply that is generally available, drops, we would expect that our equipment business would be negatively impacted.

Any of the foregoing factors could have an adverse impact on the growth of the sapphire portion of our business. Historically, the sapphire industry has experienced volatility in product demand and pricing. Changes in average selling prices of sapphire material as a result of competitive pricing pressures, availability of material, increased sales discounts and new product introductions by competitors could have an adverse impact on our results of operations.

Crystal growth using the ASF system requires a consistent supply of power and any interruption in the supply of power may result in sapphire material that has reduced or no sales value.

The process for growing sapphire boules using the ASF system technology requires that the system be supplied with a consistent supply of power during the cycle required to grow a boule. If there are power interruptions, which we have experienced at our Salem and Merrimack facilities, even for a brief period of time, the sapphire boule being generated by that system will be of inferior quality and we would likely be unable to sell that sapphire material to a customer. Our Arizona sapphire material facility will have a number of ASF systems operating and the power demand will be significant, in particular, at that location and if the power is not consistent, we may breach our material delivery commitments and the consequences could include accelerated repayment of prepayment advances made to us and payment of damages to Apple. Such power interruptions at our facilities could also delay and impair our research and development efforts with respect to sapphire material and ASF systems. In addition, if customers of our ASF system do not have consistent power supplies, our system would not gain market acceptance because it will not create boules of the quality that may be expected by our customers and we would likely not meet the required contractual criteria necessary to receive the final installment payment for ASF systems from an equipment customer.

Production and sale of sapphire growth systems for producing materials is a new industry and we have limited operating history, which makes it difficult to evaluate the business prospects for this business segment.

Because of our limited operating history in the sapphire industry it is difficult to evaluate our business and prospects. While we have gained contractual acceptances on our ASF systems, our sapphire equipment business presents the difficulties frequently encountered by those businesses that are in the early stage of development, coupled with the risks and uncertainties encountered in new and evolving markets such as the market for sapphire growth technology. We may not be able to successfully address these challenges. If we fail to do so, we may incur losses and our business would be negatively impacted.

While we have commissioned ASF systems at customer sites, our customers generally lack experience in operating the ASF systems. Our sapphire furnaces require a skilled and trained employee base to properly operate and efficiently maintain the systems. While we offer training in connection with the sale of ASF systems, at certain customer sites, we have discovered that those customers have not yet hired the personnel or instituted the operations procedures necessary to properly run the ASF system they purchased. As a result of these factors, we believe that certain ASF systems have generated sapphire material that is not salable. Additionally, even in those cases where the sapphire boule met specification criteria, the boule has not always been properly oriented by the customer and some or all of the value of the sapphire boule was lost as it was sliced and cored. If our customers do not have the manufacturing expertise to operate the ASF systems and orient and cut the sapphire boules, they may be delayed in ramping up their operations and sapphire manufacturing operations, and the ASF systems may not gain wider market acceptance, all of which would harm our reputation and the results of our sapphire business segment.

We have identified a material weakness in accounting for income taxes in our internal control over financial reporting, which, if not remedied effectively, could have a further adverse effect on our share price.

Management, through documentation, testing and assessment of our internal control over financial reporting has concluded that our internal control over financial reporting had a material weakness in accounting for income taxes as of December 31, 2013. See Item 9A—Controls and Procedures elsewhere in this Annual Report on Form 10-K. If we are unable to effectively remediate this material weakness in a timely manner, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have a further adverse effect on our share price.

In future periods, if the testing and assessment of our internal controls reveals further material weaknesses or significant deficiencies, the correction of any such material weakness or significant deficiency could require additional remedial measures including additional personnel which could be costly and time-consuming. If a material weakness exists as of a future period year-end (including a material weakness identified prior to year-end for which there is an insufficient period of time to evaluate and confirm the effectiveness of the corrections or related new procedures), our management will be unable to report favorably as of such future period year-end to the effectiveness of our control over financial reporting. If we are unable to assert that our internal control over financial reporting is effective in any future period, or if we continue to experience material weaknesses in our internal control over financial reporting for accounting for income taxes, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our share price and potentially subject us to potentially costly litigation and governmental inquiries and investigations.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.

We have assessed and tested our system of internal controls. We concluded our system of internal controls over financial reporting was not effective as of December 31, 2013. We will need to undertake remediation efforts and will need to strengthen our processes and systems and adapt them to changes as our business evolves (including with respect to our materials operations in Mesa, Arizona) and we acquire new business and technologies. This continuous process of maintaining and adapting our internal controls is expensive and time-consuming, and requires significant management attention. We cannot be certain that our internal control measures will, in the future, provide adequate control over our financial processes and reporting. Furthermore, as our business changes (including due to our sapphire material operations) and if we expand through acquisitions of other companies or make significant investments in other companies or enter into joint development (and similar arrangements), our internal controls may become more complex and we will require significantly more resources to ensure our internal controls remain effective. In addition, if we reduce a portion of our workforce, as we have done in the past, our ability to adequately maintain our internal controls may be adversely impacted. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm identify material weaknesses, the disclosure of that fact, even if quickly remediated, could reduce the market's confidence in our financial statements and harm our stock price.
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CWallace said:
That they filed Chapter 11 Bankruptcy is proof enough that they want to preserve the business. :)

But if nobody is buying the sapphire they have already produced, what makes them believe that someone will buy the sapphire they have in-process and wish to finish producing?

That is the disconnect for me with that analyst argument - especially when those analysts were the ones proclaiming that sapphire was going to be used extensively in the iPhone 6 family. ;)
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This is what I don't understand, if they are interested in preserving the business why not continue the Arizona plant

They haven't made any money for the past 2-3 years, and could have gone big with this Apple contract if they are able to produce.

Them winding down this business with no other plan to make profits ismaximising.
 
Tim Cook tried to be so patriotic, the much delayed Mac Pro being assembled in the USA, now his home made Sapphire is turning into a nightmare.
Maybe he should have used foreign companies to do the job. I love Apple, but this is quite amusing from a European point of view.
 
Meanwhile, in an alternate 2014:

CNN: iPhone 6+ sapphire glass shatters easily, according to YouTube

Gawker: Customers claim iPhone shatters in pockets

Engadget: Sapphire vs. Gorilla, we take two iPhones to task

Ars Technica: Here is a 12 page rundown on why Apple went with the technically stronger but somehow weaker Sapphire screen

Twitter: iPhone 6+ Sapphire - It's big, it's strong, it shatters incomprehensibly into small pieces. The Mel Gibson of phones.

If Apple would have accepted thousands of inferior iPhones because of poor sapphire displays just to honor a contract... well, it wouldn't be Apple anymore.
 
It brings to my mind that episode of the Sopranos where the family takes a stake in Terminator 2's sporting equipment shop and then runs him down to the ground until he shuts the shop.
 
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