8-K

UNITED STATES

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) October 28, 2003

PINNACLE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

California	000-24784	94-3003809
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

280 North Bernardo Avenue, Mountain View, California	94043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (650) 526-1600

Not applicable

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

ITEM 5. OTHER EVENTS

On October 28, 2003, Pinnacle Systems, Inc. (“Pinnacle”) is announcing its financial results for the first quarter of fiscal 2004 ended September 30, 2003. These financial results are attached hereto as to Exhibit 99.1. The information in this Item 5 shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and shall be deemed incorporated by reference in filings under the Securities Act of 1933 or the Exchange Act.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

Exhibit No.	Description
99.1	Financial Results for the Quarter ended September 30, 2003
99.2	Press Release of Pinnacle Systems, Inc. dated October 28, 2003

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 28, 2003, Pinnacle is issuing a press release and holding a conference call regarding its financial results for the first quarter of fiscal 2004 ended September 30, 2003. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K. Pinnacle is making reference to non-GAAP financial information in both the press release and the conference call.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 28, 2003	PINNACLE SYSTEMS, INC.
	By:	/s/    Arthur D. Chadwick
		Arthur D. Chadwick Vice President of Finance, Chief Financial Officer and Secretary

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Financial Results for the Quarter ended September 30, 2003
99.2	Press Release of Pinnacle Systems, Inc. dated October 28, 2003

EX-99.1

Exhibit 99.1

PINNACLE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	Three Months Ended September 30,
	2003			2002
Net sales	$	70,927		$	68,574
Costs and expenses:
Cost of sales		37,023			30,981
Engineering and product development		10,550			8,263
Sales, marketing, and service		25,265			19,668
General and administrative		5,979			4,810
Amortization of other intangible assets		2,820			3,371
In-process research and development		2,193			—
Total costs and expenses		83,830			67,093
Operating income (loss)		(12,903	)		1,481
Interest and other income, net		326			390
Income (loss) before income taxes and cumulative effect of change in accounting principle		(12,577	)		1,871
Income tax expense		403			450
Income (loss) before cumulative effect of change in accounting principle		(12,980	)		1,421
Cumulative effect of change in accounting principle		—			(19,291	)
Net income (loss)	$	(12,980	)	$	(17,870	)
Net income (loss) per share:
Basic	$	(0.20	)	$	(0.30	)
Diluted	$	(0.20	)	$	(0.29	)
Shares used to compute net income (loss) per share:
Basic		65,086			59,128
Diluted		65,086			62,018

PINNACLE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	September 30, 2003			June 30, 2003
Assets
Current assets:
Cash and cash equivalents	$	62,186		$	62,617
Marketable securities		17,720			18,804
Accounts receivable, net		50,996			55,958
Inventories		43,481			38,086
Prepaid expenses and other current assets		7,146			9,197
Total current assets		181,529			184,662
Restricted cash		16,850			16,890
Property and equipment, net		15,262			14,040
Goodwill		75,668			60,632
Other intangible assets, net		36,147			29,341
Other assets		5,630			5,311
	$	331,086		$	310,876
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	17,688		$	17,146
Accrued and other liabilities		52,175			49,489
Deferred revenue		13,906			10,100
Total current liabilities		83,769			76,735
Deferred income taxes		8,320			7,826
Long-term liabilities		803			158
Total liabilities		92,892			84,719
Shareholders’ equity:
Common stock		360,771			337,593
Accumulated deficit		(128,274	)		(115,294	)
Accumulated other comprehensive income		5,697			3,858
Total shareholders’ equity		238,194			226,157
	$	331,086		$	310,876

EX-99.2

Exhibit 99.2

Pinnacle Systems, Inc.

	Corporate Office 280 N. Bernardo Avenue Mountain View, CA 94043 Tel: 650-526-1600 Fax: 650-526-1601 www.pinnaclesys.com

Media Contact

Paulien Ruijssenaars

(650) 237-1648

paulien@pinnaclesys.com

Investor Relations: ir@pinnaclesys.com

PINNACLE SYSTEMS REPORTS RESULTS FOR THE

FIRST QUARTER OF FISCAL YEAR 2004

MOUNTAIN VIEW, Calif., October 28th, 2003—Pinnacle Systems^®, Inc. (NASDAQ: PCLE) today announced financial results for the first quarter of fiscal 2004, which ended September 30, 2003. Net sales for the first quarter of fiscal 2004 were $70,927,000, a 3% increase over net sales of $68,574,000 in the first quarter of fiscal 2003. The GAAP net loss for the first quarter of fiscal 2004 was $12,980,000 or $0.20 per share compared to a loss of $17,870,000 or $0.29 per share in the first quarter of last year.

The pro forma non-GAAP net loss for the first quarter of fiscal 2004 was $8,393,000 or $0.13 per share. This pro forma non-GAAP net loss excludes $2,820,000 in amortization of acquisition-related other intangible assets, $2,193,000 of expensed in-process research and development costs associated with the Dazzle video products acquisition in July 2003 and a $426,000 difference in GAAP and non-GAAP income taxes. By way of comparison, the pro forma non-GAAP net income reported for the first quarter of fiscal 2003 was $4,194,000, or $0.07 per share, which excludes $3,371,000 in amortization of acquisition related goodwill and intangible assets, $19,291,000 in the cumulative effect of a change in accounting principle and a $598,000 difference in GAAP and non-GAAP income taxes. The reconciliation of the GAAP to non-GAAP measurements for net income and earnings per share for the first quarter of fiscal 2004 and the first quarter of fiscal 2003 are set forth below with Pinnacle Systems’ financial statements.

By division, sales in the Broadcast and Professional (B&P) division in the first quarter of fiscal 2004 were $34,283,000, the GAAP operating loss for the B&P division was $1,559,000 and the non-GAAP operating loss for the B&P division was $1,115,000, which excludes $444,000 in amortization of acquisition related other intangible assets. Sales in the Business and Consumer (B&C) division in the first quarter of fiscal 2004 were $36,644,000, the GAAP operating loss for the B&C division was $11,344,000 and the non-GAAP operating loss for the B&C division was $6,775,000, which excludes $2,376,000 in amortization of acquisition

related other intangible assets and $2,193,000 of expensed in-process research and development costs associated with the Dazzle video products acquisition in July 2003.

In March 2000, the Company acquired Digital Editing Services (DES). That acquisition included a provision that allowed DES shareholders to receive an earnout payable in shares of the Company’s common stock based on certain financial results of DES operations. In April 2001, the Company determined that no payout was payable; the Shareholders asserted that an earnout payment was payable. The matter was submitted to an independent arbitrator in October 2001. The Company believes it is likely that the arbitrator could provide a ruling within the next few weeks. To the extent the ruling is made prior to the filing of the Company’s Form 10-Q for the first quarter of fiscal 2004 and to the extent the ruling requires additional shares be issued to the DES shareholders, the value of those shares will increase goodwill associated with that acquisition, which will most likely lead to a goodwill impairment charge in the first quarter of fiscal 2004. Such a charge has not been included in the results provided above and would increase the GAAP net loss for the quarter.

Pinnacle Systems will host an audio web-cast at 2:00 p.m. (Pacific Time) on October 28, 2003, which can be heard live at www.pinnaclesys.com. Additionally, a replay of the conference call will be available at www.pinnaclesys.com for two weeks following the call. Thereafter, a transcript of the conference call will be available under the “Investor Relations” section of our website at http://www.pinnaclesys.com/aboutus/investorrelation.asp?Langue_ID=7 and will be available until October 28, 2004.

Use of Non-GAAP Financial Measures

To supplement its consolidated financial statements presented in accordance with GAAP, Pinnacle Systems uses non-GAAP measures of pro forma net income and pro forma earnings per share, which are adjusted from its GAAP results to exclude certain expenses. These non-GAAP adjustments are provided to enhance the user’s overall understanding of the Company’s current financial performance and its prospects for the future. The Company believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses that it believes are not indicative of its core operating results. The non-GAAP measures are included to provide investors and management with an alternative method for assessing Pinnacle Systems’ operating results in a manner that is focused on the performance of Pinnacle Systems’ ongoing operations and to provide a more consistent basis for comparison between quarters. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. In addition, since the Company has historically reported non-GAAP results to the investment community, it believes the inclusion of non-GAAP numbers provides consistency in its financial reporting. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States.

About Pinnacle Systems, Inc.

Pinnacle Systems provides broadcasters and consumers with cutting-edge digital media creation, storage, and play-back solutions for use at Home, in the Studio and on the Air. Pinnacle Systems’ award winning digital media solutions are in use around the world for broadcast, video and audio editing, DVD and CDR authoring and on the Internet. A recognized industry leader, the Company has received nine prestigious Emmy Awards for its technical innovations and carries this commitment throughout all of its product lines. Pinnacle Systems may be reached at (650) 526-1600 or at www.pinnaclesys.com.

Safe Harbor Statement

This press release contains forward-looking statements that involve risks and uncertainties within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the potential arbitration decision with respect to the DES earnout dispute and the potential increase to goodwill associated with the DES acquisition and the potential goodwill impairment charge. Forward-looking statements contained in this news release relating to expectations about future events or results are based upon information available to the Company as of the date hereof. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. As a result, Pinnacle Systems’ actual results may differ materially and adversely from those expressed in the forward-looking statements. Factors that may cause such a difference include, but are not limited to, risks related to the timing and outcome of the DES arbitration decision. These and other factors that could affect Pinnacle Systems’ business and financial results are detailed in the Company’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended June 30, 2003, including, but not limited to, under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are on file with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s website at www.sec.gov. All information set forth in this release and its attachments is made as of October 21, 2003, and Pinnacle Systems undertakes no obligation to revise or update publicly this information for any reason.

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All trademarks and registered trademarks are the property of their owners. ^© 2003. Pinnacle Systems, Inc.

PINNACLE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

	GAAP						NON-GAAP
	Three Months Ended September 30,						Three Months Ended September 30,
	2003			2002			2003			2002
Net sales	$	70,927		$	68,574		$	70,927		$	68,574
Costs and expenses:
Cost of sales		37,023			30,981			37,023			30,981
Engineering and product development		10,550			8,263			10,550			8,263
Sales, marketing, and service		25,265			19,668			25,265			19,668
General and administrative		5,979			4,810			5,979			4,810
Amortization of other intangible assets		2,820			3,371			—			—
In-process research and development		2,193			—			—			—
Total costs and expenses		83,830			67,093			78,817			63,722
Operating income (loss)		(12,903	)		1,481			(7,890	)		4,852
Interest and other income, net		326			390			326			390
Income (loss) before income taxes and cumulative effect of change in accounting principle		(12,577	)		1,871			(7,564	)		5,242
Income tax expense		403			450			829			1,048
Income (loss) before cumulative effect of change in accounting principle		(12,980	)		1,421			(8,393	)		4,194
Cumulative effect of change in accounting principle		—			(19,291	)		—			—
Net income (loss)	$	(12,980	)	$	(17,870	)	$	(8,393	)	$	4,194
Net income (loss) per share:
Basic	$	(0.20	)	$	(0.30	)	$	(0.13	)
Diluted	$	(0.20	)	$	(0.29	)				$	0.07
Shares used to compute net income (loss) per share:
Basic		65,086			59,128			65,086
Diluted		65,086			62,018						62,018

PINNACLE SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

GAAP AND NON-GAAP—BY DIVISION

(Unaudited, in thousands)

	Three Months Ended September 30, 2003
	Broadcast and Professional Division			Business and Consumer Division			Total
Net sales	$	34,283		$	36,644		$	70,927
Costs and expenses:
Cost of sales		14,257			22,766			37,023
Engineering and product development		5,935			4,615			10,550
Sales, marketing, and service		11,642			13,623			25,265
General and administrative		3,564			2,415			5,979
Amortization of other intangible assets		444			2,376			2,820
In-process research and development		—			2,193			2,193
Total costs and expenses		35,842			47,988			83,830
GAAP operating loss	$	(1,559	)	$	(11,344	)	$	(12,903	)
Amortization of other intangible assets		444			2,376			2,820
In-process research and development		—			2,193			2,193
NON-GAAP operating loss	$	(1,115	)	$	(6,775	)	$	(7,890	)
	Three Months Ended September 30, 2002
	Broadcast and Professional Division			Business and Consumer Division			Total
Net sales	$	35,007		$	33,567		$	68,574
Costs and expenses:
Cost of sales		14,821		$	16,160			30,981
Engineering and product development		5,723			2,540			8,263
Sales, marketing, and service		9,845			9,823			19,668
General and administrative		2,767			2,043			4,810
Amortization of other intangible assets		2,856			515			3,371
Total costs and expenses		36,012			31,081			67,093
GAAP operating income (loss)	$	(1,005	)	$	2,486		$	1,481
Amortization of other intangible assets		2,856			515			3,371
NON-GAAP operating income	$	1,851		$	3,001		$	4,852

PINNACLE SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP TO GAAP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands)

	Three Months Ended September 30,
	2003			2002
Non-GAAP net income (loss)	$	(8,393	)	$	4,194
Amortization of other intangible assets		(2,820	)		(3,371	)
In-process research and development		(2,193	)		—
Cumulative effect of change in accounting principle		—			(19,291	)
Income tax effect		426			598
GAAP net loss	$	(12,980	)	$	(17,870	)

PINNACLE SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands)

	September 30, 2003			June 30, 2003
Assets
Current assets:
Cash and cash equivalents	$	62,186		$	62,617
Marketable securities		17,720			18,804
Accounts receivable, net		50,996			55,958
Inventories		43,481			38,086
Prepaid expenses and other current assets		7,146			9,197
Total current assets		181,529			184,662
Restricted cash		16,850			16,890
Property and equipment, net		15,262			14,040
Goodwill		75,668			60,632
Other intangible assets, net		36,147			29,341
Other assets		5,630			5,311
	$	331,086		$	310,876
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	17,688		$	17,146
Accrued and other liabilities		52,175			49,489
Deferred revenue		13,906			10,100
Total current liabilities		83,769			76,735
Deferred income taxes		8,320			7,826
Long-term liabilities		803			158
Total liabilities		92,892			84,719
Shareholders’ equity:
Common stock		360,771			337,593
Accumulated deficit		(128,274	)		(115,294	)
Accumulated other comprehensive income		5,697			3,858
Total shareholders’ equity		238,194			226,157
	$	331,086		$	310,876