EX-99.1 3 j9956_ex99d1.htm EX-99.1

Exhibit 99.1

 

Editorial Contact:

 

Investor Contact:

Andrew McCarthy

 

David A. Young

Adaptec, Inc.

 

Adaptec, Inc.

(408) 957-6085

 

(408) 957-6773

andrew_mccarthy@adaptec.com

 

dyoung@adaptec.com

 

ADAPTEC REPORTS Q4 AND FISCAL YEAR RESULTS

 

MILPITAS, Calif., April 28, 2003 – Adaptec, Inc. (NASDAQ:ADPT), the global leader in storage infrastructure solutions, today announced its fourth quarter and fiscal 2003 year-end financial results.

 

“In the quarter just completed, Adaptec maintained top-line revenues, cut operating expenses, increased cash flow from operations and reduced inventories,” said David A. Young, Adaptec chief financial officer. “In fiscal 2003, we completed two restructuring actions that we believe will achieve approximately $30 million in annualized savings, ensuring that Adaptec is well positioned to continue to invest in new products and services and expand the business during the coming fiscal year.”

 

SUMMARY OF QUARTERLY RESULTS

 

$ in millions

 

Q4’03

 

Q3’03

 

Q4’02

 

Net revenues*

 

$

105.6

 

$

109.0

 

$

108.1

 

 

 

 

 

 

 

 

 

Gross margin*

 

47.6

%

44.1

%

55.5

%

 

 

 

 

 

 

 

 

GAAP operating margin

 

(9.0

)%

(6.6

)%

(76.0

)%

 

 

 

 

 

 

 

 

Non-GAAP operating margin

 

4.1

%

0.3

%

8.8

%

 

 

 

 

 

 

 

 

GAAP diluted EPS

 

$

(0.03

)

$

(0.03

)

$

(0.77

)

 

 

 

 

 

 

 

 

Non-GAAP diluted EPS

 

$

0.05

 

$

0.03

 

$

0.08

 

 


* GAAP and Non-GAAP results are the same.

 

 



 

Net Revenues

 

Adaptec reported fiscal 2003 fourth-quarter net revenues of $105.6 million, down 3 percent from $109.0 million in the prior quarter and down 2 percent from $108.1 million in the fourth quarter of fiscal 2002.  Sequentially, net revenues were down due to a reduction in shipments of ServeRAID products to IBM during the quarter.  Compared to the fourth quarter of fiscal 2002, net revenues were down due to lower demand in the server market.  However, ServeRAID net revenues realized in the fourth quarter of fiscal 2003 helped offset the market downturn.

 

Gross Margin

 

Adaptec’s fiscal 2003 fourth-quarter gross margin was 47.6 percent, up from 44.1 percent last quarter, but down from 55.5 percent in the fourth quarter of fiscal 2002.  Compared to last quarter, gross margin increased due to a 4 percent shift in sales from OEMs to distributors and a favorable product mix. Compared to the fourth quarter of fiscal 2002, gross margin decreased primarily due to 2003 sales of ServeRAID products, which carry lower margins.

 

Operating Expenses

 

Operating expenses this quarter were $59.8 million, up 8 percent from $55.2 million last quarter and down 58 percent from $142.1 million in the fourth quarter of fiscal 2002.  The 8 percent increase in operating expenses from last quarter is primarily due to fourth-quarter restructuring charges of $7.2 million, partially offset by associated expense reductions. The 58 percent decrease in operating expenses from the fourth quarter of fiscal 2002 is primarily due to the impairment of DPT goodwill recognized in the fourth quarter of fiscal 2002, representing a $69.0 million charge to operating expenses. In addition, Adaptec realized operating expense reductions this quarter due to restructuring actions taken during fiscal 2003 and late in the fourth quarter of fiscal 2002.

 

 



 

Earnings

 

Adaptec reported a fourth-quarter net loss of $3.1 million, compared to a net loss of $3.5 million last quarter and a net loss of $81.2 million in the fourth quarter of fiscal 2002. Net loss per share this quarter and last quarter was $0.03, compared to a net loss per share of $0.77 in the fourth quarter of fiscal 2002.

 

Non-GAAP Results

 

The non-GAAP, formerly pro forma, information provided below is a supplement to, not a substitute for, our financial results presented in accordance with GAAP. The non-GAAP results have been adjusted on a consistent basis to exclude certain expenses, gains and losses we believe provide a more complete understanding of our underlying operational results and trends.

 

Non-GAAP operating expenses were $45.9 million this quarter, down 4 percent from $47.7 million last quarter and down 9 percent from $50.4 million in the fourth quarter of fiscal 2002.  The decline in operating expenses from last quarter represented reductions in sales, marketing and administrative areas. Approximately two-thirds of the 9 percent decline in operating expenses from the fourth quarter of fiscal 2002 came from sales, marketing and administrative functions, while the remaining third was attributable to research and development.

 

Non-GAAP net income was $5.4 million this quarter, compared to $3.0 million last quarter and $8.7 million in the fourth quarter of fiscal 2002. Non-GAAP diluted earnings per share were $0.05 this quarter, compared to $0.03 last quarter and $0.08 in the fourth quarter of fiscal 2002.

 

 



 

Business Update

 

“During the quarter, we expanded our customer base, deepened our OEM and channel relationships and opened a broad range of opportunities in new markets through the Eurologic acquisition,” said Robert N. Stephens, Adaptec chief executive officer.  “We have expanded our ability to serve customers with complete, end-to-end storage infrastructure solutions, including storage components and software, storage networking products and networked storage subsystems. Based upon these initiatives, we strongly believe that Adaptec is well positioned for growth in fiscal 2004.”

 

Major milestones in the fourth quarter of fiscal 2003 include:

 

                  Adaptec reaches a definitive agreement to acquire Eurologic Systems, a leading provider of external and networked storage solutions.  The acquisition builds on Adaptec’s leadership in direct-attached server storage by allowing the Company to provide complete, end-to-end block- and file-based networked storage solutions.

 

                  Trimble, Sandia Labs and University of Michigan become the first to deploy IP storage area networks through Adaptec’s early deployment program. Trimble describes the implementation as “technically flawless.”

 

                  Adaptec becomes the first storage infrastructure solutions provider to send a Serial Attached SCSI protocol packet over a serial wire.  Serial Attached SCSI offers new levels of performance, scalability and deployment flexibility for next-generation servers and networked storage.

 

                  Adaptec introduces new Serial Advanced Technology Attachment (SATA) RAID controllers and SATAConnect products that offer business and consumers the price performance of ATA storage, the flexibility of Serial connectivity and the availability of mainstream, enterprise-class Adaptec RAID data protection.

 

                  Adaptec sets the benchmark for Ultra320 SCSI performance leadership with a controller that produces peak performance up to 60 percent faster than all competitors’ products.

 

                  NEC and Hitachi select Adaptec Ultra320 SCSI for new server products.

 

                  Adaptec announces full product support for the iSCSI standard ratified by the Internet Engineering Task Force (IETF).

 

                  Industry research firm NPD Group reports Adaptec held the number-one position in market share for its FireWire/1394 and USB 2.0 PCI connectivity cards sold in 2002.  In addition, Adaptec’s VideOh! DVD product earns PC Magazine’s four-star rating.

 

 



 

SUMMARY OF ANNUAL RESULTS

 

$ in millions

 

FY’03

 

FY’02

 

Net revenues*

 

$

408.1

 

$

418.7

 

 

 

 

 

 

 

GAAP gross margin

 

50.3

%

51.5

%

 

 

 

 

 

 

Non-GAAP gross margin

 

50.3

%

51.9

%

 

 

 

 

 

 

GAAP operating margin

 

(8.2

)%

(50.3

)%

 

 

 

 

 

 

Non-GAAP operating margin

 

2.6

%

4.6

%

 

 

 

 

 

 

GAAP diluted EPS

 

$

(0.14

)

$

(1.91

)

 

 

 

 

 

 

Non-GAAP diluted EPS

 

$

0.16

 

$

0.28

 

 


* GAAP and Non-GAAP results are the same.

 

Net Revenues

 

Fiscal 2003 net revenues were $408.1 million, compared to $418.7 million in fiscal 2002.  Fiscal 2003 was impacted by the unfavorable economic environment, which caused a reduction in demand in the server market.  However, the company began generating ServeRAID product sales mid-year, which balanced a majority of the downturn.

 

Gross Margin

 

Gross margin for the year was 50.3 percent, down slightly from 51.5 percent in fiscal 2002.   The reduction in gross margin is due primarily to sales of ServeRAID products, which began shipping in the middle of fiscal 2003 and  carry lower margins.

 

Operating Expenses

 

Fiscal 2003 operating expenses were $238.5 million, compared to $426.5 million in fiscal 2002.  The significant decrease is primarily due to certain charges taken only in fiscal 2002, including a $69.0 million charge for the impairment of goodwill associated with the DPT acquisition and a $53.4 million write-off of in-process technology associated with the acquisition of Platys.  In addition, amortization charges taken in fiscal 2002 were $42.5 million higher than amortization charges taken in fiscal 2003.

 

 



 

Earnings

 

Adaptec reported a fiscal 2003 net loss of $14.8 million, compared to a net loss of $196.2 million in fiscal 2002. Adaptec recorded a net loss per share of $0.14 in fiscal 2003, compared to a net loss per share of $1.91 for fiscal 2002.

 

Non-GAAP Results

 

Non-GAAP fiscal 2002 gross margin was 51.9 percent, excluding an excess royalty payment of $1.6 million made to Agilent in the first quarter of fiscal 2002.

 

Non-GAAP operating expenses were $194.3 million in fiscal 2003, down 2 percent from $197.8 million in fiscal 2002. Adaptec has taken significant actions during the year to focus the Company’s spending on current revenue levels.

 

Non-GAAP fiscal 2003 net income was $17.4 million, compared to $29.0 million in fiscal 2002. Non-GAAP fiscal 2003 diluted earnings per share were $0.16, compared to $0.28 for fiscal 2002.

 

Conference Call

 

Adaptec’s fiscal 2003 fourth-quarter earnings conference call is scheduled for 1:45 p.m. PDT on April 28, 2003.  The dial-in number for the conference call is (212) 346-0298.  Individuals may also participate free via web cast by visiting Adaptec’s web site, www.adaptec.com, 15 minutes prior to the call.  A telephone replay of the call will be made accessible through May 5, 2003, by calling (800) 633-8284 and referencing reservation number 21096603.  A web cast replay will also be available via Adaptec’s web site through April 30, 2004.

 

 



 

About Adaptec

 

Adaptec Inc. (NASDAQ: ADPT) provides end-to-end storage infrastructure solutions that reliably move, manage and protect critical data and digital content. Adaptec provides software and hardware solutions for storage connectivity and data protection, storage networking and networked storage subsystems to leading OEM and distribution channel partners. Adaptec solutions are in use by enterprises, ISPs, medium and small businesses and consumers worldwide. Adaptec is an S&P Small Cap 600 Index member. More information is available at www.adaptec.com.

 

Safe Harbor Statement

 

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Forward-looking statements include statements regarding future events or the future performance of Adaptec including, but not limited to, statements regarding anticipated cost savings and financial performance, growth of our product portfolio, customer acceptance of our products, improved customer relationships, establishing new partnerships, stability in the market for our products, continued success with product design and performance levels, timely introduction of new technologies, successful business acquisitions and the successful integration of Eurologic Systems.  Actual events could differ materially from those anticipated in these forward-looking statements. For a complete discussion of risks related to our business, reference is made to the section titled “Risk Factors” included in our Form 10-Q for the quarter ended December 31, 2002, on file with the Securities and Exchange Commission. Adaptec assumes no obligation to update this information or the Risk Factors included in its Form 10-Q for the quarter ended December 31, 2002.

 

 



 

Adaptec, Inc.

GAAP Condensed Consolidated Statements of Operations and
Reconciliation of GAAP to Non-GAAP Operating Results(*)

(unaudited)

 

 

 

Three-Month Period Ended

 

 

 

March 31, 2003

 

March 31, 2002

 

 

 

GAAP

 

Adjustments

 

Non-GAAP

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

105,594

 

$

 

$

105,594

 

$

108,080

 

$

 

$

108,080

 

Cost of revenues

 

55,286

 

 

55,286

 

48,146

 

 

48,146

 

Gross profit

 

50,308

 

 

50,308

 

59,934

 

 

59,934

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

28,508

 

(2,185

)(a)

26,323

 

30,884

 

(2,916

)(a)

27,968

 

Selling, marketing and administrative

 

20,378

 

(775

)(a)

19,603

 

23,427

 

(1,024

)(a)

22,403

 

Amortization of goodwill and acquisition-related intangibles

 

3,742

 

(3,742

)(b)

 

14,910

 

(14,910

)(b)

 

Restructuring and other charges

 

7,150

 

(7,150

)(c)

 

72,832

 

(72,832

)(d)

 

Total operating expenses

 

59,778

 

(13,852

)

45,926

 

142,053

 

(91,682

)

50,371

 

Income (loss) from operations

 

(9,470

)

13,852

 

4,382

 

(82,119

)

91,682

 

9,563

 

Interest and other income

 

6,734

 

 

6,734

 

7,392

 

(867

)(e)

6,525

 

Interest expense

 

(3,584

)

 

(3,584

)

(3,937

)

 

(3,937

)

Income (loss) from operations before provision for (benefit from) income taxes

 

(6,320

)

13,852

 

7,532

 

(78,664

)

90,815

 

12,151

 

Provision for (benefit from) income taxes

 

(3,215

)

5,324

(f)

2,109

 

2,510

 

892

(f)

3,402

 

Net income (loss)

 

$

(3,105

)

$

8,528

 

$

5,423

 

$

(81,174

)

$

89,923

 

$

8,749

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.03

)

 

 

$

0.05

 

$

(0.77

)

 

 

$

0.08

 

Diluted

 

$

(0.03

)

 

 

$

0.05

 

$

(0.77

)

 

 

$

0.08

 

Shares used in computing basic net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

107,498

 

 

 

107,498

 

105,540

 

 

 

105,540

 

Diluted

 

107,498

 

 

 

109,315

 

105,540

 

 

 

108,628

 

 

 



 

Adaptec, Inc.

GAAP Condensed Consolidated Statements of Operations and
Reconciliation of GAAP to Non-GAAP Operating Results(*)

(unaudited)

 

 

 

Twelve-Month Period Ended

 

 

 

March 31, 2003

 

March 31, 2002

 

 

 

GAAP

 

Adjustments

 

Non-GAAP

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

408,113

 

$

 

$

408,113

 

$

418,749

 

$

 

$

418,749

 

Cost of revenues

 

203,018

 

 

203,018

 

203,030

 

(1,583

)(g)

201,447

 

Gross profit

 

205,095

 

 

205,095

 

215,719

 

1,583

 

217,302

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

117,669

 

(10,395

)(a)

107,274

 

123,022

 

(18,611

)(a)

104,411

 

Selling, marketing and administrative

 

91,084

 

(4,042

)(a)

87,042

 

105,155

 

(11,730

)(a)

93,425

 

Amortization of goodwill and acquisition-related intangibles

 

14,971

 

(14,971

)(b)

 

57,423

 

(57,423

)(b)

 

Write-off of acquired in-process technology

 

 

 

 

53,370

 

(53,370

)(h)

 

Restructuring and other charges

 

14,817

 

(14,817

)(i)

 

87,565

 

(87,565

)(j)

 

Total operating expenses

 

238,541

 

(44,225

)

194,316

 

426,535

 

(228,699

)

197,836

 

Income (loss) from operations

 

(33,446

)

44,225

 

10,779

 

(210,816

)

230,282

 

19,466

 

Interest and other income

 

33,174

 

(3,297

)(e)

29,877

 

35,043

 

(867

)(e)

34,176

 

Interest expense

 

(16,422

)

 

(16,422

)

(13,387

)

 

(13,387

)

Income (loss) from operations before provision for (benefit from) income taxes

 

(16,694

)

40,928

 

24,234

 

(189,160

)

229,415

 

40,255

 

Provision for (benefit from) income taxes

 

(1,868

)

8,653

(f)

6,785

 

7,513

 

3,758

(f)

11,271

 

Net loss from continuing operations

 

(14,826

)

32,275

 

17,449

 

(196,673

)

225,657

 

28,984

 

Net income from discontinued operations

 

 

 

 

495

 

(495

)(k)

 

Net income (loss)

 

$

(14,826

)

$

32,275

 

$

17,449

 

$

(196,178

)

$

225,162

 

$

28,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.14

)

 

 

$

0.16

 

$

(1.92

)

 

 

$

0.28

 

Discontinued operations

 

$

 

 

 

$

 

$

(0.00

)

 

 

$

 

Net income (loss)

 

$

(0.14

)

 

 

$

0.16

 

$

(1.91

)

 

 

$

0.28

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.14

)

 

 

$

0.16

 

$

(1.92

)

 

 

$

0.28

 

Discontinued operations

 

$

 

 

 

$

 

$

(0.00

)

 

 

$

 

Net income (loss)

 

$

(0.14

)

 

 

$

0.16

 

$

(1.91

)

 

 

$

0.28

 

Shares used in computing basic net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

106,772

 

 

 

106,772

 

102,573

 

 

 

102,573

 

Diluted

 

106,772

 

 

 

108,608

 

102,573

 

 

 

104,506

 

 

 



 


(a)           Deferred compensation expense associated with the Platys acquisition.

 

(b)           Amortization of goodwill and acquisition-related intangibles related to the acquisitions of DPT and Platys.

 

(c)           Restructuring charges.

 

(d)           Restructuring charges of $3.8 million and impairment of goodwill of $69.0 million related to the acquisition of DPT.

 

(e)           Gain on early extinguishment of debt on the 4 ¾ Convertible Subordinated Notes.

 

(f)            Incremental income-taxes associated with certain non-GAAP adjustments.

 

(g)           Minimum royalty fees to Agilent in excess of actual usage.

 

(h)           Write-off of acquired in-process technology related to the acquisition of Platys.

 

(i)            Restructuring charges of $14.3 million and write-off of a minority investment of $0.5 million.

 

(j)            Restructuring charges of $10.0 million, impairment of goodwill related to the acquisition of DPT of $69.0 million and write-offs of minority investments of $8.6 million.

 

(k)           Net income from discontinued operations resulting from the spin-off of our software segment, Roxio.

 

(*) To supplement our consolidated financial statements presented in accordance with GAAP, we use non-GAAP measures of operating results, net income/(loss) and earnings per share, which are adjusted from results based on GAAP to exclude certain expenses, gains and losses.  These non-GAAP measures are provided to enhance the user’s overall understanding of our current financial performance and our prospects for the future.  Specifically, we believe the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that we believe are not indicative of our core operating results.  In addition, since we have historically reported non-GAAP results to the investment community, we believe the inclusion of non-GAAP numbers provides consistency in our financial reporting. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting of future periods. The non-GAAP information is presented using consistent methodology from quarter-to-quarter and year-to-year. These measures should be considered in addition to results prepared in accordance with generally accepted accounting principles, but should not be considered a substitute for or superior to GAAP results.

 

 



 

Adaptec, Inc.

GAAP Condensed Consolidated Balance Sheets

(unaudited)

 

 

 

March 31, 2003

 

March 31, 2002

 

 

 

(in thousands)

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash, cash equivalents and marketable securities

 

$

742,302

 

$

803,659

 

Restricted marketable securities

 

7,429

 

7,387

 

Accounts receivable, net

 

50,137

 

44,790

 

Inventories

 

23,496

 

30,172

 

Other current assets

 

69,162

 

61,251

 

Total current assets

 

892,526

 

947,259

 

Property and equipment, net

 

79,316

 

94,833

 

Restricted marketable securities, less current portion

 

7,360

 

13,825

 

Goodwill

 

53,854

 

45,684

 

Other intangible assets

 

47,395

 

73,902

 

Other long-term assets

 

23,128

 

32,919

 

Total assets

 

$

1,103,579

 

$

1,208,422

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

29,136

 

$

18,458

 

Accrued liabilities

 

136,025

 

134,947

 

Total current liabilities

 

165,161

 

153,405

 

4 ¾% Convertible Subordinated Notes

 

82,445

 

202,860

 

3% Convertible Subordinated Notes

 

250,000

 

250,000

 

Other long-term liabilities

 

2,596

 

4,765

 

Stockholders’ equity

 

 

 

 

 

Common stock

 

108

 

106

 

Additional paid-in capital

 

178,580

 

172,527

 

Deferred stock-based compensation

 

(8,114

)

(21,131

)

Accumulated other comprehensive income

 

3,790

 

2,051

 

Retained earnings

 

429,013

 

443,839

 

Total stockholders’ equity

 

603,377

 

597,392

 

Total liabilities and stockholders’ equity

 

$

1,103,579

 

$

1,208,422

 

 

 



 

Adaptec, Inc.

GAAP Condensed Consolidated Statements of Operations and

Reconciliation of GAAP to Non-GAAP Operating Results (*)

(unaudited)

 

 

 

Three-Month Period Ended

 

 

 

December 31, 2002

 

 

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

Net revenues

 

$

 108,964

 

$

 —

 

$

 108,964

 

Cost of revenues

 

60,929

 

 

60,929

 

Gross profit

 

48,035

 

 

48,035

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

28,542

 

(2,688

)(a)

25,854

 

Selling, marketing and administrative

 

22,907

 

(1,090

)(a)

21,817

 

Amortization of goodwill and acquisition-related intangibles

 

3,742

 

(3,742

)(b)

 

Total operating expenses

 

55,191

 

(7,520

)

47,671

 

Income (loss) from operations

 

(7,156

)

7,520

 

364

 

Interest and other income

 

7,464

 

 

7,464

 

Interest expense

 

(3,653

)

 

(3,653

)

Income (loss) from operations before provision for (benefit from) income taxes

 

(3,345

)

7,520

 

4,175

 

Provision for (benefit from) income taxes

 

110

 

1,059

(f)

1,169

 

Net income (loss)

 

$

 (3,455

)

$

 6,461

 

$

 3,006

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

Basic

 

$

 (0.03

)

 

 

$

 0.03

 

Diluted

 

$

 (0.03

)

 

 

$

 0.03

 

Shares used in computing basic net income (loss) per share:

 

 

 

 

 

 

 

Basic

 

107,059

 

 

 

107,059

 

Diluted

 

107,059

 

 

 

108,795