NT 10-Q 1 nov0404_nt.htm nov0404_nt
SECURITIES AND EXCHANGE COMISSION
WASHINGTON, DC 20549

FORM 12b-25

OMB Number 3235-0058
Commission File Number 1-10441
CUSIP Number 827056-10-2

NOTIFICATION OF LATE FILING

 (Check One): o Form 10-K    o Form 20-F    x Form 10-Q    oForm N-SAR
   
o  Form N-CSR  
 
     For Period Ended:          September 24, 2004             
     
o   Transition Report on Form 10-K   o   Transition Report on Form 10-Q
     
o   Transition Report on Form 20-F   o   Transition Report on Form N-SAR
   
o   Transition Report on Form 11-K  
   
     For the Transition Period Ended: ________________________________________________

      Read Instruction (on back page) Before Preparing Form. Please Print or Type.

     Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

      If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: ______________________

PART I
REGISTRANT INFORMATION

Full Name of Registrant   Silicon Graphics, Inc.

Former Name if Applicable  
  Not Applicable

 
Address of Principal Executive Office (Street and Number)
                   1500 Crittenden Lane

City, State and Zip Code   Mountain View, California 94043-1351


PART II
RULES 12b-25(b) AND (c)

     If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

  (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
  x (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date;









  and    
     
    (c)   The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III
NARRATIVE

     State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

     The Registrant’s Form 10-Q has not been completed by the due date because the Registrant requires additional time to finalize its unaudited financial statements for the quarterly period ended September 24, 2004. The Registrant issued the attached press release on October 19, 2004 announcing its first quarter results. The Registrant expects that it will file the Form 10-Q shortly and that the financial statements contained in such filing will be consistent with its publicly announced results.

     PART IV
OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this notification
     
Sandra Escher   (650) 933-3009

(Name) (Area Code) (Telephone Number)

     (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

x Yes    o No

     (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes    o No

     If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

     The Registrant issued the attached press release on October 19, 2004 announcing its first quarter results. The Registrant expects that its financial statements contained on the Form 10-Q will be consistent with its publicly announced results.

Silicon Graphics, Inc

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date   November 4, 2004   By            /s/ Jeffrey V. Zellmer


      Jeffrey V. Zellmer
      Senior Vice President and Chief Financial Officer






      INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

     Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

General Instructions

     1. This form is required by Rule 12b-25 (17 CFR 240.12b -25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

     2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

     4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

     5. Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b)) of this chapter.





 

 

  News Release

 

FOR IMMEDIATE RELEASE

SGI REPORTS FIRST QUARTER FINANCIAL RESULTS    
     

MOUNTAIN VIEW, Calif. (October 19, 2004)—Silicon Graphics (NYSE: SGI) today announced results for its first fiscal quarter which ended September 24, 2004. Revenue for the first quarter was $175 million, in line with the preliminary results announced October 5, 2004. Gross margin from continuing operations was 35.8% compared with 40.1% in the same quarter one year ago. SGI's first-quarter operating loss from continuing operations was $27 million, compared with an operating loss of $44 million for the first quarter fiscal 2004. The first-quarter net loss was $28 million or $0.11 per share, compared with a net loss of $48 million or $0.23 per share one year ago.

GAAP operating expenses from continuing operations for the first fiscal quarter were $89 million compared with $126 million the same quarter one year ago. Excluding a non-cash charge of $3 million, non-GAAP operating expenses were $86 million. This non-cash charge reflects a revised calculation of charges associated with the sublease of the Company's former headquarters campus in fiscal 2004 and was not reflected in the company's preliminary announcement on October 5, 2004.

"Despite disappointing results in Q1, we expect improved results in Q2. We have just delivered one of the most powerful computers in the world to NASA and have recently been selected to provide other large configuration Altix systems in the U.S. and abroad,” said Bob Bishop, Chairman and CEO. “In addition, with the launch of the new Silicon Graphics Prism system, we now have a full suite of high performance compute, storage and visualization solutions available on the Linux platform."

Unrestricted cash, cash equivalents and marketable investments on September 24, 2004 were $125 million as compared with $111 million at the end of the first quarter of fiscal 2004.

SGI will conduct a conference call today at 2 p.m. PT to provide additional details. The webcast is available at http://www.sgi.com/company_info/investors/events.html. The dial-in number is (888) 208-1824 or (913) 981-4900 for participants outside of North America. An audio replay of this call will be available after 5 p.m. PT today at (888) 203-1112 (passcode: 960942) or (719) 457-0820 (passcode: 960942) and will be available for seven days. All links to the archived Webcast and audio replay are available through SGI's Web site at www.sgi.com/company_info/investors/.

This news release contains forward-looking statements relating to future events or expected financial performance that involve risks and uncertainties. The company's future results could differ materially from the expectations discussed herein. Factors that might cause such a difference include risks associated with the timely development, production and acceptance of new products and services; increased

—more—

  1500 Crittenden Lane
Mountain View, CA 94043
Telephone 650.960.1980
sgi.com


MEDIA CONTACT
Lisa Pistacchio
pistacchio@sgi.com
650.933.5683


INVESTOR RELATIONS
Beth Howe
bhowe@sgi.com
650.933.8279


SGI PR HOTLINE
650.933.7777


SGI PR FACSIMILE
650.933.0283










   
     
SGI Reports First Quarter Financial Results/2    
     

competition; dependence on third party partners and suppliers; the failure to achieve expected product mix and revenue levels; failure to manage costs and generate improved operating results, and the ability to improve the financial condition and performance of the company. These and other risks are detailed from time to time in SGI's periodic reports that are filed with the Securities and Exchange Commission, including SGI's annual report on Form 10-K for the year ended June 25, 2004. We undertake no obligation to publicly update or revise any forward-looking statements, whether changes occur as a result of new information, future events or otherwise.

SILICON GRAPHICS | The Source of Innovation and Discovery™

SGI, also known as Silicon Graphics, Inc. (NYSE: SGI), is a leader in high-performance computing, visualization and storage. SGI's vision is to provide technology that enables the most significant scientific and creative breakthroughs of the 21st century. Whether it's sharing images to aid in brain surgery, finding oil more efficiently, studying global climate, providing technologies for homeland security and defense, or enabling the transition from analog to digital broadcasting, SGI is dedicated to addressing the next class of challenges for scientific, engineering and creative users. With offices worldwide, the company is headquartered in Mountain View, Calif., and can be found on the Web at www.sgi.com.

—end—

Silicon Graphics, SGI, the SGI logo and Altix are registered trademarks and The Source of Innovation and Discovery and Silicon Graphics Prism are trademarks of Silicon Graphics, Inc., in the United States and/or other countries worldwide. Linux is a registered trademark of Linus Torvalds in several countries. All other trademarks mentioned herein are the property of their respective owners.

   







SILICON GRAPHICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)

  Three Months Ended  
  Sept. 24,
2004 (1)
    Sept. 26,
2003 (1)
 
 

 

 
  (unaudited)  
             
Product and other revenue $ 97,176   $ 118,115  
Service revenue   77,421     84,101  
 
 
 
   Total revenue   174,597     202,216  
Costs and expenses:            
   Cost of product and other revenue   65,340     70,316  
   Cost of service revenue   46,692     50,750  
   Research and development   23,306     31,959  
   Selling, general and administrative   62,717     69,351  
   Other operating expense, net (2)   3,165     24,236  
 
 
 
         Total costs and expenses   201,220     246,612  
 
 
 
Operating loss   (26,623 )   (44,396 )
             
Interest expense   (4,534 )   (6,890 )
Interest and other income (expense), net   (266 )   (468 )
 
 
 
             
Loss from continuing operations before income taxes            
.   (31,423 )   (51,754 )
             
Income tax benefit   (3,732 )   (3,029 )
 
 
 
             
Net loss from continuing operations   (27,691 )   (48,725 )
Discontinued operations:            
             
   Net (loss) income from discontinued operations, net            
   of tax   (276 )   796  
 
 
 
Net loss $ (27,967 ) $ (47,929 )
 
 
 
             
Net loss per common share - basic and diluted:            
   Continuing operations $ (0.11 ) $ (0.23 )
   Discontinued operations   (0.00 )   0.00  
 
 
 
      Net loss per common share- basic and diluted. . $ (0.11 ) $ (0.23 )
 
 
 
             
Shares used in the calculation of net loss per common            
share - basic and diluted   262,039     209,570  
 
 
 

(1) The results of our Alias application software business, which was sold in June 2004, are reflected as discontinued operations for all periods presented.

(2) Represents a net charge for estimated restructuring costs and charges associated with the impairment of assets.






SILICON GRAPHICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

  September 24,
2004
  June 25,
2004
 
 

 

 
ASSETS (unaudited)        
             
Current assets:            
   Cash and cash equivalents $ 122,933   $ 154,855  
   Short-term marketable investments   2,138     2,010  
   Short-term restricted investments   37,624     23,585  
   Accounts receivable, net   76,215     113,901  
   Inventories   67,328     66,938  
   Prepaid expenses and other current assets   39,044     34,916  
 
 
 
         Total current assets   345,282     396,205  
             
Restricted investments   713     909  
             
Net property and equipment   68,529     74,595  
             
Other assets   96,181     98,215  
 
 
 
             
  $ 510,705   $ 569,924  
 
 
 
LIABILITIES AND STOCKHOLDERS' DEFICIT            
             
Current liabilities:            
   Accounts payable $ 60,100   $ 65,119  
   Accrued compensation   30,594     37,053  
   Income taxes payable   5,373     6,082  
   Other current liabilities   92,914     98,467  
   Current portion of long-term debt   9,026     17,775  
   Current portion of deferred revenue   90,717     96,058  
 
 
 
      Total current liabilities   288,724     320,554  
             
Long-term debt   263,247     264,212  
Long-term deferred revenue   27,415     25,749  
Other liabilities   81,910     82,087  
 
 
 
      Total liabilities   661,296     692,602  
             
Total stockholders' deficit   (150,591 )   (122,678 )
 
 
 
             
  $ 510,705   $ 569,924