EX-99.1 2 a06-22903_1ex99d1.htm EX-99

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

 

Editorial Contact:

 

Investor Contact:

Debbie Clima

 

Mary Camarata

Adaptec, Inc.

 

Adaptec, Inc.

408-957-1762

 

408-957-1630

debbie_clima@adaptec.com

 

mary_camarata@adaptec.com

 

Adaptec Reports results FOR the second Quarter of fiscal 2007

 

•    Q2 Net Revenue from Continuing Operations: $73.6 million

 

MILPITAS, Calif. — October 30, 2006 — Adaptec, Inc. (NASDAQ: ADPT), a global leader in storage solutions, today reported financial results for the second quarter of its fiscal year 2007, which ended on September 30, 2006.

 

Net revenue for the Company’s continuing operations for the second quarter of fiscal 2007 was $73.6 million, compared with $92.6 million for the second quarter of 2006.

 

Income from continuing operations, computed on a generally accepted accounting principles (GAAP) basis, for the second quarter of fiscal 2007 was $48.8 million or $0.36 per share, compared with a loss of ($99.9) million or ($0.88) per share for the second quarter of fiscal 2006.  Included in our GAAP results for the second quarter of fiscal 2007 is a one-time tax benefit of $49.1 million, which is the result of dispute settlements with United States and Singapore taxing authorities.  The U.S. portion of these settlements brings to closure the 1997 litigation.

 

GAAP net income for the second quarter of fiscal 2007 was $51.1 million or $0.38 per share, compared with a net loss of ($105.8) million or ($0.94) per share for the second quarter of fiscal 2006.

 

Non-GAAP income from continuing operations for the second quarter of fiscal 2007 was $5.2 million or $0.04 per share, compared with a non-GAAP loss from continuing operations of ($4.4) million or ($0.04) per share for the second quarter of fiscal 2006.

 

“I am very pleased with our performance and especially how the Adaptec Operations and Sanmina-SCI teams worked together to alleviate our supply issues from the first quarter,” said S. “Sundi” Sundaresh, president and CEO of Adaptec. “Among much good news this quarter, Adaptec launched three new Snap

 



 

Server systems products that have already won several independent awards worldwide. Clearly, Adaptec is carrying positive momentum and we expect further progress as we push forward with our strategic and operational initiatives.”

 

A complete reconciliation between GAAP and non-GAAP information referred to in this release is provided in the attached tables.  The Snap Server systems business, which had previously been classified as a discontinued operation, has been re-classified as part of Adaptec’s continuing operations and is reflected as such in these results. For purposes of comparison, results from prior periods also reflect this reclassification.

 

Conference Call

 

The Adaptec second quarter fiscal 2007 earnings conference call is scheduled for 1:45 p.m. Pacific Time on October 30, 2006. Individuals may participate via webcast by visiting www.adaptec.com/investor 15 minutes prior to the call. A telephone replay of the teleconference will be available through November 13, 2006 by calling (888) 203-1112 in the U.S. or (719) 457-0820 internationally and referencing reservation number 2497696.

 

About Adaptec

 

Adaptec, Inc. (NASDAQ: ADPT) provides trusted storage solutions that reliably move, manage, and protect critical data and digital content. Adaptec’s software and hardware-based solutions are delivered through leading Original Equipment Manufacturers (OEMs) and channel partners to provide storage connectivity, data protection, and networked storage to enterprises, government organizations, medium and small businesses, and consumers worldwide. 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. 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 ability for Sanmina-SCI to consistently meet delivery commitments; identifying and retaining key management; market demand for RAID products; 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 timing and volume of orders by OEM customers for storage products; our ability to control and manage costs associated with the delivery of new products; and the adverse effects of the intense competition we face in our business. For a more complete discussion of risks related to our business, reference is made to the section titled “Risk Factors” included in our Quarterly Report on Form 10-Q for the Fiscal Quarter ended June 30, 2006, on file with the Securities and Exchange Commission. Adaptec assumes no obligation to update any forward looking information that is included in this release.

 



Adaptec, Inc.

GAAP Condensed Consolidated Statements of Operations and

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

(unaudited)

 

 

 

Three-Month Period Ended

 

 

 

September 30, 2006

 

September 30, 2005

 

 

 

GAAP

 

Adjustments

 

Non-GAAP

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

(in thousands, except per share amounts)

 

Net revenues

 

$

73,553

 

$

 

$

73,553

 

$

92,588

 

$

 

$

92,588

 

Cost of revenues

 

47,010

 

(186

)(a)

46,824

 

62,459

 

(15

)(a)

62,444

 

Gross profit

 

26,543

 

186

 

26,729

 

30,129

 

15

 

30,144

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

13,560

 

(925

)(a)

12,635

 

17,856

 

(32

)(a)

17,824

 

Selling, marketing and administrative

 

15,693

 

(1,099

)(a)

14,594

 

19,239

 

(1,910

)(a)

17,329

 

Amortization of acquisition-related intangible assets

 

1,470

 

(1,470

)(b)

 

2,800

 

(2,800

)(c)

 

Restructuring charges

 

1,085

 

(1,085

)(d)

 

478

 

(478

)(d)

 

Goodwill impairment

 

 

 

 

90,602

 

(90,602

)(e)

 

Total operating expenses

 

31,808

 

(4,579

)

27,229

 

130,975

 

(95,822

)

35,153

 

Loss from continuing operations

 

(5,265

)

4,765

 

(500

)

(100,846

)

95,837

 

(5,009

)

Interest and other income

 

5,825

 

 

5,825

 

4,523

 

15

(f)

4,538

 

Interest expense

 

(883

)

 

(883

)

(867

)

(1

)

(868

)

Income (loss) from continuing operations before income taxes

 

(323

)

4,765

 

4,442

 

(97,190

)

95,851

 

(1,339

)

Provision for (benefit from) income taxes

 

(49,080

)

48,297

(g)

(783

)

2,672

 

367

(h)

3,039

 

Income (loss) from continuing operations

 

48,757

 

(43,532

)

5,225

 

(99,862

)

95,484

 

(4,378

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of taxes

 

(132

)

(49

)(i)

(181

)

1,032

 

1,808

(i)

2,840

 

Income (loss) from disposal of discontinued operations, net of taxes

 

2,440

 

(2,440

)(i)

 

(6,976

)

6,976

(i)

 

Income (loss) from discontinued operations

 

2,308

 

(2,489

)

(181

)

(5,944

)

8,784

 

2,840

 

Net income (loss)

 

$

51,065

 

$

(46,021

)

$

5,044

 

$

(105,806

)

$

104,268

 

$

(1,538

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.42

 

 

 

$

0.04

 

$

(0.88

)

 

 

$

(0.04

)

Discontinued operations

 

$

0.02

 

 

 

$

(0.00

)

$

(0.05

)

 

 

$

0.03

 

Net income (loss)

 

$

0.44

 

 

 

$

0.04

 

$

(0.94

)

 

 

$

(0.01

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.36

 

 

 

$

0.04

 

$

(0.88

)

 

 

$

(0.04

)

Discontinued operations

 

$

0.02

 

 

 

$

(0.00

)

$

(0.05

)

 

 

$

0.03

 

Net income (loss)

 

$

0.38

 

 

 

$

0.04

 

$

(0.94

)

 

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

116,325

 

 

116,325

 

112,965

 

 

112,965

 

Diluted

 

136,735

 

(695

)(j)

136,040

 

112,965

 

 

112,965

 

 

The amounts for all periods presented reflect the reclassification of our Snap Server systems business from discontinued operations to continuing operations.

 



Adaptec, Inc.

GAAP Condensed Consolidated Statements of Operations and

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

(unaudited)

 

 

 

Six-Month Period Ended

 

 

 

September 30, 2006

 

September 30, 2005

 

 

 

GAAP

 

Adjustments

 

Non-GAAP

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

(in thousands, except per share amounts)

 

Net revenues

 

$

142,624

 

$

 

$

142,624

 

$

176,401

 

$

 

$

176,401

 

Cost of revenues

 

93,811

 

(374

)(a)

93,437

 

122,184

 

(196

)(a)

121,988

 

Gross profit

 

48,813

 

374

 

49,187

 

54,217

 

196

 

54,413

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

30,854

 

(2,560

)(a)

28,294

 

36,236

 

(466

)(a)

35,770

 

Selling, marketing and administrative

 

31,087

 

(2,431

)(a)

28,656

 

37,700

 

(2,855

)(a)

34,845

 

Amortization of acquisition-related intangible assets

 

3,056

 

(3,056

)(b)

 

5,856

 

(5,856

)(c)

 

Restructuring charges

 

4,096

 

(4,096

)(d)

 

518

 

(518

)(d)

 

Goodwill impairment

 

 

 

 

90,602

 

(90,602

)(e)

 

Other charges

 

13,942

 

(13,942

)(k)

 

 

 

 

Total operating expenses

 

83,035

 

(26,085

)

56,950

 

170,912

 

(100,297

)

70,615

 

Loss from continuing operations

 

(34,222

)

26,459

 

(7,763

)

(116,695

)

100,493

 

(16,202

)

Interest and other income

 

11,728

 

 

11,728

 

8,131

 

101

(f)

8,232

 

Interest expense

 

(1,759

)

 

(1,759

)

(1,840

)

 

(1,840

)

Income (loss) from continuing operations before income taxes

 

(24,253

)

26,459

 

2,206

 

(110,404

)

100,594

 

(9,810

)

Provision for (benefit from) income taxes

 

(48,186

)

48,511

(g)

325

 

3,518

 

1,189

(h)

4,707

 

Income (loss) from continuing operations

 

23,933

 

(22,052

)

1,881

 

(113,922

)

99,405

 

(14,517

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of taxes

 

132

 

18

(i)

150

 

(20,881

)

19,575

(i)

(1,306

)

Income (loss) from disposal of discontinued operations, net of taxes

 

3,730

 

(3,730

)(i)

 

(6,976

)

6,976

(i)

 

Income (loss) from discontinued operations

 

3,862

 

(3,712

)

150

 

(27,857

)

26,551

 

(1,306

)

Net income (loss)

 

$

27,795

 

$

(25,764

)

$

2,031

 

$

(141,779

)

$

125,956

 

$

(15,823

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.21

 

 

 

$

0.02

 

$

(1.01

)

 

 

$

(0.13

)

Discontinued operations

 

$

0.03

 

 

 

$

0.00

 

$

(0.25

)

 

 

$

(0.01

)

Net income (loss)

 

$

0.24

 

 

 

$

0.02

 

$

(1.26

)

 

 

$

(0.14

)

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.19

 

 

 

$

0.02

 

$

(1.01

)

 

 

$

(0.13

)

Discontinued operations

 

$

0.03

 

 

 

$

0.00

 

$

(0.25

)

 

 

$

(0.01

)

Net income (loss)

 

$

0.22

 

 

 

$

0.02

 

$

(1.26

)

 

 

$

(0.14

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

115,967

 

 

115,967

 

112,705

 

 

112,705

 

Diluted

 

135,991

 

(19,224

)(1)

116,767

 

112,705

 

 

112,705

 

 

The amounts for all periods presented reflect the reclassification of our Snap Server systems business from discontinued operations to continuing operations.

 




(*) To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles (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 assessing our performance, allocating resources and planning and forecasting 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 GAAP, but should not be considered a substitute for or superior to GAAP results.

 

(a) Share-based compensation expense in accordance with FAS 123 (R), management incentive program associated with the Snap Appliance acquisition (acquired in July 2004) and deferred compensation expense related to assumed stock options associated with the Snap Appliance acquisition. These assumed options were negotiated as part of the acquisition and represent compensation over and above the amounts that we provided to these acquired employees. Amounts are summarized below:

 

 

 

Three-month ended

 

Three-month ended

 

Six-month ended

 

Six-month ended

 

Three-month ended

 

(in millions)

 

September 30, 2006

 

September 30, 2005

 

September 30, 2006

 

September 30, 2005

 

June 30, 2006

 

Stock-based compensation expense

 

$

2.0

 

$

 

$

4.6

 

$

 

$

2.6

 

Management incentive program

 

0.2

 

1.3

 

0.8

 

2.5

 

0.6

 

Deferred compensation expense

 

 

0.6

 

 

1.0

 

 

Total

 

$

2.2

 

$

1.9

 

$

5.4

 

$

3.5

 

$

3.2

 

 

(b) Amortization of acquisition-related intangible assets, primarily core and existing technologies, patents, tradename and customer relationships intangible assets, related to the acquisitions of Snap Appliance, the IBM i/p Series RAID business (acquired in June 2004), Elipsan (acquired in February 2004), ICP vortex (acquired in June 2003) and Eurologic (acquired in April 2003).

 

(c) Amortization of acquisition-related intangible assets, primarily core and existing technologies, patents, tradename and customer relationships intangible assets, related to the acquisitions of Snap Appliance, Elipsan, ICP vortex, Eurologic and Platys Communications (acquired in August 2001).

 

(d) Restructuring charges primarily related to (i) activities under the first and second quarters of fiscal 2007 restructuring plans to simplify our infrastructure and (ii) adjustments made to previous restructuring plans for all periods presented.

 

(e) Impairment of goodwill.

 

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

 

(g) Incremental income taxes associated with certain non-GAAP adjustments and a tax benefit from certain discrete tax events during the second quarter of fiscal 2007 related to the method and amount of settled tax disputes.

 

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

 

(i) Income (loss) from disposal of the IBM i/p Series RAID business, net of taxes, impairment of the IBM i/p Series RAID long-lived assets, amortization of acquisition-related intangible assets related to the acquisitions of the IBM i/p Series RAID business, ICP vortex, Eurologic and Platys Communications, management incentive program associated with the Snap Appliance acquisition, deferred compensation expense related to assumed stock options associated with the Snap Appliance acquisition, and incremental income taxes associated with certain GAAP and non-GAAP adjustments. Amounts are summarized below:

 

 

 

Three-month ended

 

Three-month ended

 

Six-month ended

 

Six-month ended

 

Three-month ended

 

(in millions)

 

September 30, 2006

 

September 30, 2005

 

September 30, 2006

 

September 30, 2005

 

June 30, 2006

 

Impairment of the IBM i/p Series RAID Business

 

$

 

$

 

$

 

$

15.5

 

$

 

Acquisition-related intangible assets

 

 

1.3

 

 

3.2

 

 

Management incentive program

 

 

0.7

 

 

1.1

 

 

Deferred compensation expense

 

 

0.5

 

 

0.4

 

 

Loss (income) from disposal of IBM i/p Series RAID, net of taxes

 

(2.4

)

7.0

 

(3.8

)

7.0

 

(1.4

)

Income taxes

 

(0.1

)

(0.7

)

0.0

 

(0.6

)

0.1

 

Total

 

$

(2.5

)

$

8.8

 

$

(3.8

)

$

26.6

 

$

(1.3

)

 

(j) Dilutive effect of 3% convertible notes.

 

(k) Impairment of acquisition-related intangible assets of $13.2 million, which included core and existing technology and tradename, related to the Snap Appliance acquisition and $0.7 million related to legal and consulting fees incurred in connection with the effort that had been undertaken to sell the Snap Server portion of the systems business.

 

(l) Dilutive effect of 3/4% convertible notes.

 

(m) Amortization of acquisition-related intangible assets, primarily core and existing technologies, patents and customer relationships intangible assets, related to the acquisitions of the IBM i/p Series RAID business, Elipsan, ICP vortex and Eurologic.

 



Adaptec, Inc.

Summary Balance Sheet and Cash Flow Data

(unaudited)

 

 

 

As of

 

Balance Sheet Data

 

September 30, 2006

 

March 31, 2006

 

September 30, 2005

 

 

 

(in thousands)

 

Cash, cash equivalents and marketable securities

 

$

555,472

 

$

556,552

 

$

488,976

 

Accounts receivable, net

 

41,393

 

47,876

 

74,121

 

Inventories

 

36,459

 

28,259

 

42,461

 

Other intangible assets

 

13,108

 

32,524

 

49,141

 

Other assets

 

76,923

 

72,188

 

96,879

 

Assets from discontinued operations

 

 

 

3,365

 

Total assets

 

$

723,355

 

$

737,399

 

$

754,943

 

 

 

 

 

 

 

 

 

Current liabilities

 

85,605

 

138,605

 

143,576

 

Liabilities from discontinued operations

 

 

 

54

 

Convertible notes and other long-term obligations

 

228,048

 

229,349

 

240,684

 

Stockholders' equity

 

409,702

 

369,445

 

370,629

 

Total liabilities and stockholders' equity

 

$

723,355

 

$

737,399

 

$

754,943

 

 

 

 

Three-Month Period Ended

 

Cash Flow Data

 

September 30, 2006

 

June 30, 2006

 

September 30, 2005

 

 

 

(in thousands)

 

Net income (loss)

 

$

51,065

 

$

(23,270

)

$

(105,806

)

Less: Income (loss) from discontinued operations

 

$

2,308

 

1,554

 

$

(5,944

)

Income (loss) from continuing operations

 

48,757

 

(24,824

)

(99,862

)

Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operations:

 

 

 

 

 

 

 

Non-cash P&L items:

 

 

 

 

 

 

 

Goodwill impairment

 

 

 

90,602

 

Impairment of long-lived assets

 

 

13,203

 

 

Non-cash effect of tax settlement

 

(45,955

)

 

 

Stock-based compensation

 

2,023

 

2,544

 

77

 

Depreciation and amortization

 

4,286

 

5,013

 

0

 

Other items

 

237

 

444

 

(246

)

Changes in assets and liabilities

 

(14,419

)

(979

)

4,672

 

Net cash provided by (used for) operating activities of continuing operations

 

(5,071

)

(4,599

)

1,819

 

Net cash provided by operating activities of discontinued operations

 

1,010

 

1,554

 

9,871

 

Net cash provided by (used for) operating activities

 

$

(4,061

)

$

(3,045

)

$

11,690

 

 

 

 

 

 

 

 

 

Other significant cash flow activities:

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

2,704

 

1,567

 

2,433

 

Repurchase of 3% convertible notes

 

 

 

(4,343

)

 

The amounts for all periods presented reflect the reclassification of our Snap Server systems business from discontinued operations to continuing operations.

 



Adaptec, Inc.

GAAP Condensed Consolidated Statements of Operations and

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

(unaudited)

 

 

 

Three-Month Period Ended

 

 

 

June 30, 2006

 

 

 

GAAP

 

Adjustments

 

Non-GAAP

 

 

 

(in thousands, except per share amounts)

 

Net revenues

 

$

69,071

 

$

 

$

69,071

 

Cost of revenues

 

46,801

 

(188

)(a)

46,613

 

Gross profit

 

22,270

 

188

 

22,458

 

Operating expenses:

 

 

 

 

 

 

 

Research and development

 

17,294

 

(1,635

)(a)

15,659

 

Selling, marketing and administrative

 

15,394

 

(1,332

)(a)

14,062

 

Amortization of acquisition-related intangible assets

 

1,586

 

(1,586

)(m)

 

Restructuring charges

 

3,011

 

(3,011

)(d)

 

Other charges

 

13,942

 

(13,942

)(k)

 

Total operating expenses

 

51,227

 

(21,506

)

29,721

 

Loss from continuing operations

 

(28,957

)

21,694

 

(7,263

)

Interest and other income

 

5,903

 

 

5,903

 

Interest expense

 

(876

)

 

(876

)

Loss from continuing operations before income taxes

 

(23,930

)

21,694

 

(2,236

)

Provision for income taxes

 

894

 

214

(h)

1,108

 

Loss from continuing operations

 

(24,824

)

21,480

 

(3,344

)

Discontinued operations:

 

 

 

 

 

 

 

Income from discontinued operations, net of taxes

 

264

 

67

(i)

331

 

Income from disposal of discontinued operations, net of taxes

 

1,290

 

(1,290

)(i)

 

Income from discontinued operations

 

1,554

 

(1,223

)

331

 

Net loss

 

$

(23,270

)

$

20,257

 

$

(3,013

)

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

Continuing operations

 

$

(0.21

)

 

 

$

(0.03

)

Discontinued operations

 

$

0.01

 

 

 

$

0.00

 

Net loss

 

$

(0.20

)

 

 

$

(0.03

)

Diluted

 

 

 

 

 

 

 

Continuing operations

 

$

(0.21

)

 

 

$

(0.03

)

Discontinued operations

 

$

0.01

 

 

 

$

0.00

 

Net loss

 

$

(0.20

)

 

 

$

(0.03

)

 

 

 

 

 

 

 

 

Shares used in computing income (loss) per share:

 

 

 

 

 

 

 

Basic

 

115,609

 

 

115,609

 

Diluted

 

115,609

 

 

115,609

 

 

The amounts for all periods presented reflect the reclassification of our Snap Server systems business from discontinued operations to continuing operations.