EX-99.1 2 b64658ccexv99w1.htm EX-99.1 TEXT OF PRESS RELEASE, DATED MARCH 22, 2007 exv99w1
 

(3COM LOGO)
FOR IMMEDIATE RELEASE
For more information contact:
         
Media & Investor Relations
  Media Relations
John Vincenzo
  Joseph Vukson
508.323.1260
    508.323.1228  
john_vincenzo@3com.com
  joseph_vukson@3com.com
3COM REPORTS THIRD QUARTER FISCAL YEAR 2007 RESULTS
  People’s Republic of China grants its approval for 3Com to acquire Huawei Technologies’ 49 percent stake in Huawei-3Com (H3C) for $882 million — expected to close on or about March 29, 2007;
 
  GAAP revenue for the third quarter was $323 million, an 82 percent increase over the prior year quarter’s GAAP revenue and a 6 percent increase over the prior year quarter’s pro forma revenue, assuming the consolidation of H3C from the beginning of the period;
 
  GAAP loss per share was $0.01 in the third quarter, as compared to an $0.08 loss per share in the prior-year quarter;
 
  GAAP operating loss was reduced by 81 percent to $9 million and non-GAAP operating profit was $10 million, representing second consecutive quarter of non-GAAP operating profitability;
 
  Secure Converged Networking (SCN) segment reduced operating losses by $19 million compared to the prior year; and
 
  Consolidated Cash, Cash Equivalents and Short-term Investments were $956 million, a sequential increase of $88 million.
MARLBOROUGH, MASS. — March 22, 2007 — 3Com Corporation (NASDAQ: COMS) today reported consolidated financial results for its third quarter of fiscal year 2007, which ended March 2, 2007, including the results for its two operating segments, SCN and H3C.
          Additionally, 3Com today announced the receipt of final approval from the People’s Republic of China for 3Com to acquire Huawei Technologies’ 49 percent stake

 


 

in H3C for $882 million. 3Com, which won the right to acquire the remaining stake in H3C through a bidding process that ended on November 28, 2006, anticipates the deal will officially close on or about March 29, 2007.
          To fund the transaction and related expenses, 3Com intends to use approximately $470 million of cash from its balance sheet and approximately $430 million from a senior secured bank loan at its H3C segment.
          “The company continued to make progress against our operational initiatives in the third quarter, highlighted by delivering non-GAAP operating profitability for the second consecutive quarter,” said Edgar Masri, 3Com President and Chief Executive Officer. “3Com has delivered against each of the five areas we told investors to hold us accountable for, including receiving approval for the H3C transaction, improving the performance of our SCN business unit, signing retention agreements with key members of H3C’s leadership team, and delivering on our new Open Services Networking strategy and a network access control solution from TippingPoint.
          “Upon closing the H3C acquisition, we believe 3Com will be the clear number two vendor in the market for secure, converged networking solutions. 3Com is executing aggressively against a product strategy that we believe highly differentiates the company and provides a unique value proposition for our customers and partners. We are confident that our continued focus on operational improvements, top and bottom line leverage, and execution against our OSN strategy will drive improved shareholder value over time.”
Revenue
          Revenue determined in accordance with U.S. Generally Accepted Accounting Principles (GAAP) was $323 million in the third quarter of fiscal 2007, an 82 percent increase compared to the same period in fiscal 2006. This growth is primarily due to the consolidation of H3C revenue in the current period. Revenue grew 6 percent compared to pro forma revenue in the prior-year period, which includes the results of H3C as if it had been consolidated during the prior-year period. The H3C segment revenue was $195

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million, a 35 percent increase over the prior-year quarter, and the SCN segment revenue was $157 million, an 11 percent decrease over the prior-year quarter.
Gross Profit and Operating Loss — GAAP Basis
          3Com’s gross profit for the third quarter of fiscal 2007 was $153 million, or 47 percent of revenue, which is a 6 percentage point improvement compared to the prior-year quarter, driven primarily by the inclusion of H3C in the current period results. This resulted in a GAAP operating loss of $9 million, which is a significant improvement from a GAAP operating loss of $47 million in the third quarter of fiscal 2006. The $38 million improvement results from a $19 million reduction in operating loss in the SCN segment and $19 million of operating income from H3C’s results.
Non-GAAP Operating Income1
          The third quarter fiscal 2007 non-GAAP operating income was $10 million, a $38 million improvement compared to the prior-year quarter’s non-GAAP operating loss of $28 million.
Net Loss and EPS — GAAP basis
          The third quarter fiscal 2007 net loss was $5 million, or $0.01 per share, including restructuring, amortization, in-process R&D and stock-based compensation expense of $19 million, or $0.05 per share. In the same period of the prior year, the net loss was $33 million, or $0.08 per share, including restructuring, amortization, stock-based compensation expense and other identified unusual items of $19 million, or $0.05 per share2.
 
1 The non-GAAP operating income and loss measures used by the Company exclude restructuring, amortization, in-process research and development, stock-based compensation expense and, if applicable in the relevant period, unusual items. The required reconciliations and other disclosures for all non-GAAP measures used by the Company are set forth later in this press release in Table D, in the Current Report on Form 8-K furnished to the SEC on the date hereof and/or in the investor relations section of our Web site, www.3com.com.
2 Our results for the year ago period include stock-based compensation expense primarily related to restricted stock amortization and stock-based compensation costs associated with acquisitions. Our results for the current period also include the effects of our adoption of FAS 123(R).

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H3C Integration Efforts
          In preparation for the closing of the transaction, 3Com and H3C continue to work together to integrate key portions of the business in the Asia Pacific region. Initial focus of the integration centers on combining the two companies’ sales and marketing teams.
          Another significant, positive accomplishment related to H3C is that the top members of the H3C management team have signed two-year employment contracts effective upon closing of the acquisition. Included in the agreement are bonuses tied to aggressive targets based on H3C’s future financial performance, as well as non-compete provisions.
Security Growth
     In addition to the record quarter at H3C and the continued operational improvements within the SCN segment, 3Com’s security revenue was more than $30 million in the quarter. Specifically, revenue from the TippingPoint division was approximately $25 million, an increase of 10 percent quarter-over-quarter and the highest revenue quarter in its history.
Cash and Short-Term Securities
     3Com ended the quarter with $956 million in cash, cash equivalents and short-term investments. The net increase of $88 million from the balance at the end of the previous quarter was driven by positive cash from operations.
Third Quarter 2007 Business Highlights
  Announced Open Services Networking (OSN), the industry’s first open platform that integrates best-of-breed applications into the network infrastructure. Also introduced the 3Com|ON™ technology partner program to support OSN.
 
  3Com acquired certain assets from Roving Planet to support the company’s Network Access Control (NAC) strategy.
 
  TippingPoint launched its fine-grained NAC solution.
 
  TippingPoint sold its Intrusion Preventions Systems to customers including: the U.S. Army; the U.S. Department of Defense; the Parliament of Justice in South Africa; and the Mexican National Congress .
 
  3Com won accounts in key vertical markets including: Hillsborough County Board of Education (switching and wireless); Howard University (switches );

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    Department of Education/Hawaii (switches and routers); DGA, a division of the French army (switches and routers); Mubea in Germany (NBX); KVN in Germany (switches); Acotel of Spain (switches, VCX and 3Com IP phones); Swisscon (switches and routers); Siemens Public Communications Network in India (switches); Telecom Malaysia (switches); iCell of Singapore (wireless access and switches).
 
  H3C had several product development achievements in the quarter such as: released a new IP Video Surveillance portfolio; its router and LAN switches were Tolly Tested and Approved; and passed interoperability testing for its Endpoint Admission Defense and Microsoft Network Access Protection.
 
  H3C won accounts including: Beijing Capital International Airport, China (switches); Video Surveillance of Fushun City, China (IP video surveillance); Hynix Semiconductor, Korea (switches); and Corvette Telecom, Russia (switches).
Conference Call
          Management will host a conference call and webcast at 5 p.m. EDT today to discuss quarterly highlights, historical financial results and expectations of future performance. To participate on the call, U.S. and international parties may dial (913) 981-5545. Alternatively, interested parties may listen to the live broadcast of the call over the Internet at 3Com’s Investor Relations Web site (www.3com.com/investor) in the Earnings webcast section.
Safe Harbor
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including forward-looking statements regarding timing of the closing of our announced acquisition to acquire Huawei’s 49 percent ownership interest in H3C, our acquisition funding and bank financing plans, our H3C integration activities and our market position. These statements are neither promises nor guarantees, but involve risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including, without limitation, risks relating to: our ability to consummate our announced transaction with Huawei to purchase additional interest in H3C and close our loan financing; our ability to maintain and improve our market position; and other risks detailed in the Company’s filings with the SEC, including those discussed in the Company’s quarterly report filed with the SEC on Form 10-Q for the quarter ended December 1, 2006.
3Com Corporation does not intend, and disclaims any obligation, to update any forward-looking information contained in this release or with respect to the announcements described herein.
References to the financial information included in this press release and the related conference call reflect rounded numbers and should be considered approximate values.
About 3Com Corporation
3Com Corporation (NASDAQ: COMS) is a leading provider of secure, converged voice and data networking solutions for enterprises of all sizes. 3Com offers a broad line of innovative products backed by world class sales, service and support, which excel at delivering business value for its customers. Through its TippingPoint division, 3Com is the leading provider of network-based intrusion prevention systems that deliver in-depth application protection, infrastructure protection, and performance protection. 3Com also is the majority owner of Huawei-3Com Co., Limited (H3C). On March 22, 2007, 3Com

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announced the receipt of approval from the People’s Republic of China to acquire Huawei Technologies’ remaining 49 percent stake in H3C and take full ownership, pending customary closing deliverables. H3C brings innovative and cost-effective product development and manufacturing and a strong footprint in one of the world’s most dynamic markets. For further information, please visit www.3com.com, or the press site www.3com.com/pressbox.
# # #
Copyright © 2007 3Com Corporation. 3Com and the 3Com logo are registered trademarks and TippingPoint is a trademark of 3Com Corporation. All other company and product names may be trademarks of their respective holders

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3Com Corporation
Condensed Consolidated Statements of Operations

(in thousands, except per share data)
(unaudited)
TABLE A
                         
                         
    Three Months Ended  
    March 2,     December 1,     March 3,  
    2007     2006     2006  
 
                       
Sales
  $ 323,441     $ 332,976     $ 177,563  
Cost of sales
    170,004       182,825       105,157  
 
                 
 
                       
Gross profit
    153,437       150,151       72,406  
Operating expenses:
                       
Sales and marketing
    77,338       76,188       67,073  
Research and development
    48,419       48,151       25,075  
General and administrative
    22,466       22,341       19,520  
Amortization of intangibles
    10,228       12,221       3,862  
In-process research and development
    1,700              
Restructuring charges
    2,221       630       4,148  
 
                 
Total operating expenses
    162,372       159,531       119,678  
 
                 
 
                       
Operating loss
    (8,935 )     (9,380 )     (47,272 )
 
                       
Gain (loss) on investments, net
    (582 )     (911 )     173  
Interest income, net
    11,265       11,447       7,167  
Other income (loss), net
    9,637       12,616       (574 )
 
                 
 
                       
Income (loss) from operations before income taxes and equity interest of unconsolidated joint venture and minority interest of consolidated joint venture
    11,385       13,772       (40,506 )
 
                       
Income tax provision
    (1,374 )     (2,315 )     (1,030 )
Equity interest of 3Com in the income of unconsolidated joint venture (1)
                8,776  
Minority interest of Huawei in the income of consolidated joint venture (2)
    (14,790 )     (14,973 )      
 
                 
 
                       
Net loss
  $ (4,779 )   $ (3,516 )   $ (32,760 )
 
                 
 
                       
Basic and diluted loss per share
  $ (0.01 )   $ (0.01 )   $ (0.08 )
 
                 
 
                       
Shares used in computing basic and diluted per share amounts
    394,351       393,352       387,754  
 
(1)   Represents 3Com’s interest in the Huawei-3Com joint venture for the period December 2, 2005 to February 1, 2006.
 
(2)   Represents Huawei’s interest in the Huawei-3Com joint venture for the period subsequent to February 1, 2006.

 


 

3Com Corporation
Condensed Consolidated Balance Sheets

(in thousands)
(unaudited)
TABLE B
                 
    March 2,     June 2,  
    2007     2006  
ASSETS
               
 
               
Current assets:
               
Cash and cash equivalents
  $ 842,761     $ 501,097  
Short-term investments
    113,386       363,250  
Notes receivable
    35,671       63,224  
Accounts receivable, net
    144,345       115,120  
Inventories, net
    124,459       148,819  
Other current assets
    51,214       57,835  
 
           
 
               
Total current assets
    1,311,836       1,249,345  
 
               
Property & equipment, net
    80,564       89,109  
Goodwill
    357,430       354,259  
Intangibles, net
    80,166       111,845  
Other assets
    27,662       56,803  
 
           
 
               
Total assets
  $ 1,857,658     $ 1,861,361  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Current liabilities:
               
Accounts payable
  $ 128,916     $ 153,245  
Accrued liabilities and other
    342,239       318,036  
 
           
 
               
Total current liabilities
    471,155       471,281  
 
               
Deferred revenue and long-term obligations
    2,354       13,788  
Minority interest of Huawei (a)
    171,853       173,930  
Stockholders’ equity
    1,212,296       1,202,362  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 1,857,658     $ 1,861,361  
 
           
 
(a)   Represents Huawei’s 49 percent ownership in the Huawei-3Com joint venture.

 


 

Additional Financial Data
(in thousands)
(unaudited)
TABLE C
                         
Sales by Geography (a)                        
    Three Months Ended  
    March 2,     December 1,     March 3,  
    2007     2006     2006  
 
                       
North America
  $ 58,538     $ 55,159     $ 60,875  
Latin and South America
    17,970       20,296       19,781  
Europe, Middle East and Africa
    65,736       70,933       74,956  
Asia Pacific Rim
    26,906       28,312       21,951  
China
    154,291       158,276        
 
                 
 
                       
Total Sales
  $ 323,441     $ 332,976     $ 177,563  
 
                 
 
(a)   SCN segment sales are included in geographic categories based on the location of the end customer. H3C segment sales included in the geographic categories are based upon the hub locations of OEM partners in the case of OEM sales and the location of end-customers in the case of direct customer sales.
                         
Sales by Product Category      
    Three Months Ended  
    March 2,     December 1,     March 3,  
    2007     2006     2006  
 
                       
Networking
  $ 259,196     $ 272,852     $ 119,473  
Security
    30,647       31,582       25,542  
Voice
    18,700       16,549       12,503  
Services
    9,805       8,568       7,958  
Connectivity Products
    5,093       3,425       12,087  
 
                 
 
                       
Total Sales
  $ 323,441     $ 332,976     $ 177,563  
 
                 

 


 

3Com Corporation
Reconciliation of Non-GAAP Operating Income (Loss)

(in thousands)
(unaudited)
TABLE D
                         
    Three Months Ended  
    March 2,     December 1,     March 3,  
    2007     2006     2006  
GAAP operating loss
  $ (8,935 )   $ (9,380 )   $ (47,272 )
Asset impairment [a]
                4,200  
Executive transition [b]
                4,612  
Restructuring
    2,221       630       4,148  
Amortization of intangible assets
    10,228       12,221       3,862  
In-process research and development [c]
    1,700              
Stock-based compensation expense [d]
    4,896       6,950       2,428  
 
                 
Non-GAAP operating income (loss)
  $ 10,110     $ 10,421     $ (28,022 )
 
                 
 
[a]   This charge is the result of the Company’s decision to abandon development plans utilizing licensed software for which the Company has no alternative use.
 
[b]   These charges represent expenses associated with the separation of former CEO Bruce Claflin and the hiring costs for the replacement of former CEO R. Scott Murray.
 
[c]   Represents charges related to acquired technology from Roving Planet.
 
[d]   Stock-based compensation expense is included in the following cost and expense categories by period (dollars in millions):
                         
    Three Months Ended
    March 2,   December 1,   March 3,
    2007   2006   2006
Cost of sales
  $ 0.4     $ 0.4     $  
Sales and marketing
    1.5       1.6       0.4  
Research and development
    1.1       1.5       0.9  
General and administrative
    1.9       3.5       1.1  

 


 

3Com Corporation
Segment Reporting

(in thousands)
(unaudited)
TABLE E
                                                 
    Operating Segments    
    SCN   H3C   Eliminations and Other Items
    Three Months Ended   Three Months Ended   Three Months Ended   Three Months Ended   Three Months Ended   Three Months Ended
    March 2, 2007   December 1, 2006   December 31, 2006   September 30, 2006   March 2, 2007   December 1 , 2006
 
                                               
Sales
  $ 157,385     $ 166,525     $ 195,144     $ 190,291     $ (29,088 ) (1)   $ (23,840 ) (1)
 
                                               
Gross profit
    63,797       59,436       89,640       90,715                  
 
                                               
Total sales and marketing, research and development, and general and administrative expenses
    84,158       85,629       64,066       61,051                  
 
                                               
Other operating expenses (2)
    7,580       4,221       6,570       8,630                  
 
                                               
Operating income (loss)
    (27,941 )     (30,414 )     19,004       21,034                  
 
                                               
Net income (loss)
    (20,174 )     (19,103 )     30,185       30,561       (14,790 ) (3)     (14,973 ) (3)
 
(1)   Represents eliminations for inter-company revenue during the respective periods.
 
(2)   Represents restructuring and amortization in all periods presented plus in-process research and development costs for the three months ended March 2, 2007.
 
(3)   Represents equity interest of Huawei in H3C for October, November and December for the period ended March 2, 2007 and July, August and September of 2006 for the period ended December 1, 2006.