EX-99.2 4 dex992.htm PRESS RELEASE OF PINNACLE SYSTEMS, INC. DATED OCTOBER 28, 2003 Press Release of Pinnacle Systems, Inc. dated October 28, 2003

Exhibit 99.2

 

Pinnacle Systems, Inc.

 

LOGO  

 

Corporate Office

280 N. Bernardo Avenue

Mountain View, CA 94043

Tel: 650-526-1600

Fax: 650-526-1601

www.pinnaclesys.com

LOGO        

 

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