-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bp1TZBBBS3ToJJCdfwaiiB1iBAFX9Hb0BbzxcMEsRK+xsZTmmTC3jwDnvUxMUed8 OiFBwwi8IolI5AEnZprQDg== 0001104659-04-021528.txt : 20040729 0001104659-04-021528.hdr.sgml : 20040729 20040729161553 ACCESSION NUMBER: 0001104659-04-021528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040729 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTEC INC CENTRAL INDEX KEY: 0000709804 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 942748530 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15071 FILM NUMBER: 04939301 BUSINESS ADDRESS: STREET 1: 691 S MILPITAS BLVD STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089458600 MAIL ADDRESS: STREET 1: 691 SOUTH MILPITAS BLVD STREET 2: M/S25 CITY: MILPITAS STATE: CA ZIP: 95035 8-K 1 a04-8450_18k.htm 8-K

 

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

 

Date of Report (Date of earliest event reported):

July 29, 2004

 

ADAPTEC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-15071

 

94-2748530

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

 

691 S. Milpitas Boulevard
Milpitas, CA
95035

 

 

 

 

(Address of principal executive offices)
(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (408) 945-8600

 

(Former name or former address, if changed since last report)

 

 



 

Item 7.                                   Financial Statements and Exhibits

 

(c)                                  Exhibits

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1*

 

Press release issued by Adaptec, Inc. on July 29, 2004.

 


*           This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

 

Item 12.                            Results of Operations and Financial Condition.

 

On July 29, 2004, Adaptec, Inc. announced its financial results for the quarter ended June 30, 2004.  A copy of Adaptec’s press release announcing these financial results is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The pro forma information provided in the attached press release, is a supplement to, not a substitute for, our financial results presented in accordance with generally accepted accounting principles (GAAP).  The pro forma results have been adjusted on a consistent basis to exclude certain expenses, gains and losses and we believe these results provide a more complete understanding of our underlying operational results and trends.  Consistent with our historical practice, the pro forma measures included in the attached press release have been reconciled to the nearest GAAP measures.

 

The information in this report shall not be treated as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly stated by specific reference in such filing.

 

2



 

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.

 

ADAPTEC, INC.

 

 

By: 

/s/ Marshall L. Mohr

 

 

Marshall L. Mohr

 

Vice President and Chief Financial Officer

 

(principal financial officer)

Date:  July 29, 2004

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibit

 

 

 

99.1*

 

Press release issued by Adaptec, Inc. on July 29, 2004.

 


*           This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

 

4


EX-99.1 2 a04-8450_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Editorial Contacts:

 

Investor Contact:

Caroline Yu

 

Marshall Mohr

Adaptec, Inc.

 

Adaptec, Inc.

(408) 957-2324

 

(408) 957-6773

caroline_yu@adaptec.com

 

marshall_mohr@adaptec.com

 

Katey Stewart

Horn Group, Inc. for Adaptec

(312) 371-9973

kstewart@horngroup.com

 

 

ADAPTEC REPORTS FIRST QUARTER FY 2005 RESULTS

 

                  Q1 Revenue: $115.5 million

                  Q1 Earnings per Share: $0.00 GAAP; $0.06 Pro Forma

                  Q1 Operating Cash Flow: $8.2 million

 

MILPITAS, Calif., July 29, 2004 – Adaptec, Inc. (NASDAQ:ADPT), a global leader in storage solutions, today reported its financial results for the quarter ended June 30, 2004.

 

Net revenue for the first quarter of fiscal 2005 was $115.5 million, compared with $107.3 million for the first quarter of fiscal 2004 and $121.3 million for the fourth quarter of fiscal 2004.

 

Net income for the first quarter of fiscal 2005 on a generally accepted accounting principles (GAAP) basis was $0.01 million, or $0.00 per share, compared with net income of $40.8 million, or $0.33 per share, for the first quarter of fiscal 2004 and net income of $24.9 million, or $0.22 per share, for the fourth quarter of fiscal 2004.

 

Pro forma net income for the first quarter of fiscal 2005 was $6.4 million, or $0.06 per share, compared with $3.6 million, or $0.03 per share, for the first quarter of fiscal 2004 and $6.6 million, or $0.06 per share, for the fourth quarter of fiscal 2004. A reconciliation between GAAP and pro forma net income is provided in the attached tables.

 



 

On June 29, 2004, Adaptec licensed and purchased certain RAID data-protection intellectual property, RAID products and expertise from IBM. Under the agreement, Adaptec will deliver RAID controllers to IBM for its eServer iSeries and pSeries servers. The transaction was completed at the end of the first quarter, so it did not affect Adaptec’s revenue or costs other than the Company included a GAAP charge of $3.0 million associated with the write-off of purchased in-process technology. The purchase price was approximately $49 million, which excludes amounts due to IBM for future use of design tools and other items. Adaptec expects the RAID product offerings enabled by this transaction to yield approximately $150 million in new revenue opportunities over the next three years.

 

On July 23, 2004, Adaptec completed the acquisition of Snap Appliance, Inc., the worldwide volume leader in network-attached storage (NAS) solutions. The purchase price, including future cash and stock compensation, was approximately $100 million, which represents approximately $91 million of cash and $9 million of assumed stock options. Adaptec expects the transaction to generate more than $40 million in new revenue over the next four quarters and expects the acquisition to be accretive to Adaptec by the end of this calendar year.

 

“Adaptec made great progress last quarter from a strategic perspective,” said Robert N. Stephens, president and chief executive officer of Adaptec. “Our Snap Appliance and IBM RAID acquisitions, 43 design wins for serial technologies and our tight cost controls, further strengthen both our top- and bottom-line growth prospects.”

 

Business Highlights

 

                  Adaptec completed its acquisition of Snap Appliance, the worldwide volume leader in NAS. The acquisition extends Adaptec’s expansion into the external storage market. With Snap Appliance, Adaptec will deliver a broad product portfolio of solutions that include direct-attached storage (DAS), NAS, as well as Fibre Channel and IP storage-area networks (SANs) to meet customer needs both inside and outside the data center.

 

                  Adaptec expanded its RAID data-protection capabilities with the licensing and acquisition of intellectual property, products and expertise from IBM. Under the agreement, Adaptec will deliver RAID controllers to IBM for its eServer iSeries and pSeries servers.

 



 

                  Adaptec has secured 39 OEM design wins for Serial ATA controllers and 4 design wins for its next-generation SCSI, Serial Attached SCSI, ASIC.

 

                  Adaptec won two prestigious industry awards that demonstrate the Company’s continued technology leadership:

 

                  The Adaptec File Saver ESA1500 won the “Best of CeBIT America” award. Adaptec File Saver, a member of Adaptec’s growing family of external storage arrays, was among the products and services evaluated at CeBIT America for innovation, technical breakthrough and creativity of design.

 

                  Adaptec’s iSCSI host bus adapter won Network Computing’s “Well-Connected Award” for the networking industry’s best products and services. The Adaptec 7211 iSCSI adapter topped two competitors in key performance and usability criteria, including installation and setup, data throughput and server CPU utilization.

 

Conference Call

 

Adaptec’s FY 2005 first-quarter earnings conference call is scheduled for 1:45 p.m. PDT on July 29, 2004. The dial-in number for the conference call is (706) 679-0658. Individuals may also participate free via Web cast by visiting www.adaptec.com 15 minutes prior to the call. A telephone replay will be made accessible through August 7, 2004, at (800) 642-1687, access code 8350724. A replay will also be available via Adaptec’s Web site.

 

About Adaptec

 

Adaptec, Inc. (NASDAQ: ADPT) provides end-to-end storage 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 our market opportunities, expectations regarding future revenue and product deliveries associated with the transactions with IBM and Snap Appliance, Inc. and our top- and bottom-line growth prospects. These forward-looking statements are based on current expectations, forecasts and assumptions and involve a number of

 



 

risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. These risks include: The IBM and Snap businesses are new to Adaptec and Adaptec may not be able to accurately predict their  future operating results; integration and other risks inherent in merger and acquisition transactions; costs associated with strategic alliances could adversely affect our operations; difficulty in forecasting the volume and timing of customer orders; reduced demand in the server, network storage and desktop computer markets; our target markets’ failure to accept, or delay in accepting, network storage and other advanced storage solutions, including our SAS, SATA and iSCSI lines of products; decline in consumer acceptance of our current products; the adverse effects of the intense competition we face in our business, and the continued effects of the current economic slowdown in the technology sector. For a more complete discussion of risks related to our business, reference is made to the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended March 31, 2004, on file with the Securities and Exchange Commission, and to the reports that we will file with the Securities and Exchange Commission in 2004. Adaptec assumes no obligation to update this information.

 

###



 

Adaptec, Inc.

GAAP Condensed Consolidated Statements of Operations and

Reconciliation of GAAP to Pro forma Operating Results (*)

(unaudited)

 

 

 

Three-Month Period Ended

 

June 30, 2004

 

June 30, 2003

 

GAAP

 

Adjustments

 

Pro forma

GAAP

 

Adjustments

 

Pro forma

 

 

 

(in thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

115,502

 

$

 

$

115,502

 

$

107,293

 

$

 

$

107,293

 

Cost of revenues

 

65,134

 

 

65,134

 

61,479

 

 

61,479

 

Gross profit

 

50,368

 

 

50,368

 

45,814

 

 

45,814

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

25,388

 

(769

)(a)

24,619

 

26,181

 

(1,226

)(a)

24,955

 

Selling, marketing and administrative

 

18,936

 

(36

)(a)

18,900

 

20,483

 

(144

)(a)

20,339

 

Amortization of acquisition-related intangible assets

 

2,929

 

(2,929

)(b)

 

4,824

 

(4,824

)(b)

 

Write-off of acquired in-process technology

 

3,000

 

(3,000

)

 

3,649

 

(3,649

)

 

Restructuring charges

 

819

 

(819

)

 

348

 

(348

)

 

Total operating expenses

 

51,072

 

(7,553

)

43,519

 

55,485

 

(10,191

)

45,294

 

Income (loss) from operations

 

(704

)

7,553

 

6,849

 

(9,671

)

10,191

 

520

 

Interest and other income

 

1,843

 

1,250

 (c)

3,093

 

56,461

 

(48,790

)(d)

7,671

 

Interest expense

 

(1,122

)

 

(1,122

)

(3,198

)

 

(3,198

)

Income before provision for income taxes

 

17

 

8,803

 

8,820

 

43,592

 

(38,599

)

4,993

 

Provision for income taxes

 

7

 

2,463

 (e)

2,470

 

2,790

 

(1,392

)(e)

1,398

 

Net income

 

$

10

 

$

6,340

 

$

6,350

 

$

40,802

 

$

(37,207

)

$

3,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.00

 

 

 

$

0.06

 

$

0.38

 

 

 

$

0.03

 

Diluted

 

$

0.00

 

 

 

$

0.06

 

$

0.33

 

 

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

109,840

 

 

109,840

 

107,956

 

 

107,956

 

Diluted

 

111,536

 

 

111,536

 

127,901

 

(17,975

)(f)

109,926

 

 



 


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

 

(b)         Amortization of acquisition-related intangible assets related to the acquisitions of DPT, Platys, Eurologic, ICP vortex and Elipsan.

 

(c)          Legal settlement fee.

 

(d)         Gain of $49.3 million related to the settlement with the former president of DPT, loss of $0.8 million on redemption of 4 3/4% convertible notes, and realized gains of $0.3 million on investments.

 

(e)          Incremental income taxes associated with certain pro forma adjustments.

 

(f)            Anti-dilutive effect of 3% and 4 3/4% convertible notes.

 

(g)         Deferred compensation expense associated with the Platys acquisition and cash hire-on payments associated with the Elipsan acquisition.

 

(h)         Impairment of held-for-sale long-lived assets of $5.0 million, restructuring charges of $1.6 million and write-off of a minority investment of $1.0 million.

 

(i)             Loss on repurchase of 3% convertible notes.

 

(j)             Reversal of deferred tax asset valuation allowance of $21.6 million, reversal of certain liabilities for tax contingencies of $6.3 million and incremental income taxes associated with certain pro forma adjustments.

 

(k)          Anti-dilutive effect of 3% convertible notes.

 

(*)   To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), we use pro forma 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 pro forma 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 pro forma 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 pro forma results to the investment community, we believe the inclusion of pro forma numbers provides consistency in our financial reporting. Further, these pro forma results are one of the primary indicators management uses for planning and forecasting of future periods. The pro forma 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 GAAP, but should not be considered a substitute for or superior to GAAP results.

 



 

Adaptec, Inc.

Summary Balance Sheet and Cash Flow Data

(unaudited)

 

Balance Sheet Data

 

 

 

As of

 

 

 

June 30, 2004

 

March 31, 2004

 

June 30, 2003

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and marketable securities

 

$

616,951

 

$

663,854

 

$

663,610

 

Accounts receivable, net

 

59,844

 

51,562

 

59,376

 

Inventories

 

55,011

 

48,888

 

30,757

 

Goodwill and other intangible assets

 

157,921

 

117,394

 

117,333

 

Other assets

 

165,015

 

169,406

 

179,602

 

Total assets

 

$

1,054,742

 

$

1,051,104

 

$

1,050,678

 

 

 

 

 

 

 

 

 

Current liabilities

 

147,173

 

142,361

 

149,090

 

Convertible notes and other long-term obligations

 

263,624

 

263,852

 

256,102

 

Stockholders’ equity

 

643,945

 

644,891

 

645,486

 

Total liabilities and stockholders’ equity

 

$

1,054,742

 

$

1,051,104

 

$

1,050,678

 

 

Cash Flow Data

 

 

 

Three-Month Period Ended

 

 

 

June 30, 2004

 

March 31, 2004

 

June 30, 2003

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

Net income

 

$

10

 

$

24,857

 

$

40,802

 

Adjustments to reconcile net income to net cash provided by operations:

 

 

 

 

 

 

 

Non-cash P&L items:

 

 

 

 

 

 

 

Non-cash restructuring charges

 

109

 

 

 

Impairment of long-lived assets held for sale

 

 

4,977

 

 

Write-off of minority investment

 

 

1,000

 

 

Write-off of acquired in-process technology

 

3,000

 

4,000

 

3,649

 

Stock-based compensation related to Platys

 

805

 

819

 

1,271

 

Loss on extinguishment of debt

 

 

2,732

 

790

 

Non-cash portion of DPT settlement gain

 

 

 

(18,256

)

Depreciation and amortization

 

10,342

 

11,358

 

12,550

 

Deferred income taxes

 

(25

)

(18,707

)

(2,435

)

Other items

 

 

625

 

204

 

Changes in assets and liabilities

 

(6,060

)

(4,893

)

(408

)

Net cash provided by operating activities

 

$

8,181

 

$

26,768

 

$

38,167

 

 

 

 

 

 

 

 

 

Other significant cash flow activities:

 

 

 

 

 

 

 

Payments for business acquisitions, net of cash acquired

 

47,475

 

16,841

 

29,945

 

Payments of general holdback in connection with acquisition of Platys

 

 

3,394

 

 

Repurchase of 3% convertible notes

 

 

91,311

 

 

Redemption of 4 3/4% convertible notes

 

 

 

83,010

 

 



 

Adaptec, Inc.

GAAP Condensed Consolidated Statements of Operations and

Reconciliation of GAAP to Pro forma Operating Results (*)

(unaudited)

 

 

 

Three-Month Period Ended
March 31, 2004

 

 

GAAP

 

Adjustments

 

Pro forma

 

 

 

(in thousands, except per share amounts)

 

 

 

 

 

Net revenues

 

$

121,280

 

$

 

$

121,280

 

Cost of revenues

 

71,351

 

 

71,351

 

Gross profit

 

49,929

 

 

49,929

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

26,288

 

(1,049

)(g)

25,239

 

Selling, marketing and administrative

 

18,801

 

(58

)(g)

18,743

 

Amortization of acquisition-related intangible assets

 

2,614

 

(2,614

)(b)

 

Write-off of acquired in-process technology

 

4,000

 

(4,000

)

 

Restructuring and other charges

 

7,586

 

(7,586

)(h)

 

Total operating expenses

 

59,289

 

(15,307

)

43,982

 

Income (loss) from operations

 

(9,360

)

15,307

 

5,947

 

Interest and other income

 

1,938

 

2,732

(i) 

4,670

 

Interest expense

 

(1,414

)

 

(1,414

)

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

 

(8,836

)

18,039

 

9,203

 

Provision for (benefit from) income taxes

 

(33,693

)

36,270

(j)

2,577

 

Net income

 

$

24,857

 

$

(18,231

)

$

6,626

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

Basic

 

$

0.23

 

 

 

$

0.06

 

Diluted

 

$

0.22

 

 

 

$

0.06

 

 

 

 

 

 

 

 

 

Shares used in computing net income per share:

 

 

 

 

 

 

 

Basic

 

109,400

 

 

109,400

 

Diluted

 

116,270

 

(4,703

)(k)

111,567

 

 

Please see the footnotes accompanying the Condensed Consolidated Statement of Operations for the three-month periods ended June 30, 2004 and 2003 for an explanation of the footnotes referred to in the table above.

 


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