<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-21103
ADVANCED DIGITAL INFORMATION CORPORATION
Incorporated under the laws I.R.S. Identification
of the State of Washington No. 91-1618616
10201 Willows Road
P.O. Box 97057
Redmond, Washington 98073-9757
(206) 881-8004
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
The total shares of common stock without par value outstanding at the end of
the quarter reported is 8,159,176.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ADVANCED DIGITAL INFORMATION CORPORATION
CONSOLIDATED BALANCE SHEETS
JANUARY 31, 1997 AND OCTOBER 31, 1996
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
1997 1996
----------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents........................... $ 6,795,914 $10,436,783
Accounts receivable, net of allowances of $210,000
in 1997 and $187,000 in 1996...................... 15,084,623 12,789,415
Inventories, net.................................... 12,982,015 10,935,520
Prepaid expenses and other.......................... 234,274 282,183
Deferred income taxes............................... 474,456 474,456
----------- -----------
Total current assets.............................. 35,571,282 34,918,357
----------- -----------
Property, plant and equipment, at cost:
Machinery and equipment............................. 2,886,131 2,713,682
Office equipment.................................... 355,983 350,700
Leasehold improvements.............................. 353,959 357,282
----------- -----------
3,596,073 3,421,664
Less: accumulated depreciation and amortization..... (1,905,148) (1,855,457)
----------- -----------
Net property, plant and equipment................. 1,690,925 1,566,207
----------- -----------
Deferred income taxes................................. 10,370 10,370
----------- -----------
Other assets.......................................... 219,102 214,739
----------- -----------
$37,491,679 $36,709,673
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 6,576,105 $ 8,460,723
Accrued liabilities................................. 1,484,133 1,608,132
Income taxes payable................................ 326,375 253,716
----------- -----------
Total current liabilities......................... 8,386,613 10,322,571
----------- -----------
Shareholders' equity:
Preferred stock, no par value; 2,000,000 shares
authorized; none issued and outstanding........... -- --
Common stock, no par value; 40,000,000 shares
authorized, 8,159,176 issued and outstanding
(8,001,992 in 1996)............................... 21,555,340 20,329,806
Retained earnings................................... 7,642,444 5,981,906
Cumulative translation adjustment................... (92,718) 75,390
----------- -----------
Total shareholders' equity........................ 29,105,066 26,387,102
----------- -----------
$37,491,679 $36,709,673
=========== ===========
</TABLE>
See the accompanying notes to these consolidated financial statements.
2
<PAGE> 3
ADVANCED DIGITAL INFORMATION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JANUARY 31, 1997 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Net Sales................................... $20,068,602 $10,606,380
Cost of sales............................... 14,097,140 7,611,970
----------- -----------
Gross profit.............................. 5,971,462 2,994,410
----------- -----------
Operating expenses:
Selling and administrative................ 3,047,461 2,149,530
Research and development.................. 632,015 300,926
----------- -----------
3,679,476 2,450,456
----------- -----------
Operating profit............................ 2,291,986 543,954
----------- -----------
Other income (expense):
Interest income (expense)................. 115,483 (128,789)
Foreign currency transaction gains........ 138,231 18,032
----------- -----------
253,714 (110,757)
----------- -----------
Income before provision for income taxes.... 2,545,700 433,197
Provision for income taxes.................. 885,162 141,381
----------- -----------
Net income.................................. 1,660,538 291,816
=========== ===========
Pro forma average number of common and
common equivalent shares outstanding...... 8,076,000
===========
Pro forma net income per share.............. $ .04
===========
Average number of common and common
equivalent shares outstanding............. 8,350,000
===========
Net income per share........................ $ .20
===========
</TABLE>
See the accompanying notes to these consolidated financial statements.
3
<PAGE> 4
ADVANCED DIGITAL INFORMATION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JANUARY 31, 1997 AND 1996 (UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................. $ 1,660,538 $ 291,816
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization.......... 172,330 126,655
Change in assets and liabilities:
Accounts receivable.................... (2,370,560) 45,169
Inventories............................ (2,155,499) (1,300,583)
Prepaid expenses and other............. 42,178 (48,587)
Other assets........................... (20,132) (80,564)
Accounts payable....................... (1,838,213) (233,682)
Accrued liabilities.................... (79,145) 69,299
Income taxes payable................... 78,411 154,732
----------- -----------
Net cash used in operating activities........ (4,510,092) (975,745)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment. (324,338) (269,302)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in loans from Interpoint...... -- 938,072
Proceeds from issuance of common stock for
stock options, including tax benefit..... 1,225,534 --
----------- -----------
Net cash provided by financing activities.... 1,225,534 938,072
----------- -----------
Effect of exchange rate changes on cash...... (31,973) (17,213)
----------- -----------
Net decrease in cash......................... (3,640,869) (324,188)
Cash and cash equivalents at beginning
of period.................................. 10,436,783 623,838
----------- -----------
Cash and cash equivalents at end of period... $ 6,795,914 $ 299,650
=========== ===========
</TABLE>
See the accompanying notes to these consolidated financial statements.
4
<PAGE> 5
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
January 31, 1997
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed financial statements are unaudited and
should be read in conjunction with the Advanced Digital Information Corporation
financial statements included in the Company's fiscal 1996 Annual Report on
Form 10-K. In the opinion of management, all normal recurring adjustments which
are necessary for the fair presentation of the results for the interim periods
are reflected herein. Operating results for the three-month period ended
January 31, 1997, are not necessarily indicative of results to be expected for
a full year.
NOTE 2. EARNINGS PER SHARE AND PRO FORMA EARNINGS PER SHARE
Earnings per share - Given the Company's historical capital structure
as a wholly owned subsidiary of Interpoint, historical earnings per share
amounts are not presented in the consolidated financial statements for the three
months ended January 31, 1996 as they are not considered to be meaningful. For
the three months ended January 31, 1997, primary earnings per share is computed
by dividing net income available to common shareholders by the weighted average
number of shares outstanding plus the common stock equivalents attributable to
dilutive stock options during the period. Fully diluted earnings per share do
not differ materially from primary earnings per share.
Pro forma earnings per share - In connection with the spin-off of ADIC
by Interpoint, Interpoint shareholders received one share of ADIC common stock
for each share of Interpoint stock held. Additionally, Interpoint stock options
held by ADIC Team Members and Directors were converted in part to cash and in
part to ADIC stock options.
Pro forma net income per share for the three months ended January 31,
1996 is based on the number of shares of Interpoint stock outstanding at June
30, 1996, plus the incremental shares outstanding, as calculated under the
treasury stock method, of the ADIC stock options outstanding as a result of the
spin-off.
NOTE 3. INVENTORIES
Inventory is comprised as follows:
<TABLE>
<CAPTION>
January 31, 1997 October 31, 1996
---------------- ----------------
<S> <C> <C>
Finished Goods $ 5,637,898 $ 4,688,604
Work-in-process 2,321,514 1,503,691
Raw materials 6,071,681 5,602,312
----------- -----------
14,031,093 11,794,607
Allowance for inventory obsolescence (1,049,078) (859,087)
----------- -----------
$12,982,015 $10,935,520
=========== ===========
</TABLE>
5
<PAGE> 6
NOTE 4. REGISTRATION STATEMENT FOR PUBLIC OFFERING
On March 12, 1997, ADIC completed a public offering of 1,525,000 shares
of its common stock. Of the total, 1,500,000 shares were sold by the Company
and 25,000 shares were sold by a selling shareholder. In addition, the Company
may issue and sell an additional 228,750 shares upon exercise of an
over-allotment option granted to the underwriters of the public offering. The
Company expects to use the proceeds for working capital and other general
corporate purposes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis may contain forward-looking
statements that involve risks and uncertainties, such as statements of the
Company's plans, objectives, expectations and intentions. The Company's actual
results could differ materially from those discussed here. Such risks are
detailed in the Company's Form 10 Information Statement and subsequent
documents on file with the SEC and are incorporated herein by reference. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Net Sales. Net sales for the three months ended January 31, 1997
increased 89.2% to $20.1 million from $10.6 million for the same period in
fiscal 1996. The increase in net sales was primarily due to strong unit sales
volume of the Company's new DLT-based products, particularly the VLS DLT and
Scalar automated tape libraries, the DS9000 series standalone tape drives and
DLT media. The Company does not expect that its net sales will continue to grow
at the year-to-year rate experienced in recent quarters. Sales outside the
United States were $7.5 million or 37.2% of net sales for the three months ended
January 31, 1997 compared to $4.9 million or 46.1% of net sales for the same
period in fiscal 1996. Such sales are typically made in the U.S. dollars but may
also be made in foreign currencies. The Company takes appropriate actions to
minimize exposure to fluctuations in foreign currency exchange rates.
Gross Profit. Gross profit was $6.0 million or 29.8% of net sales for
the three months ended January 31, 1997 compared to $3.0 million or 28.2% of net
sales for the same period in fiscal 1996. Gross profit margin for the current
three-month period was higher than the same period in fiscal 1996 due to a shift
in product mix toward higher-margin Scalar libraries and product cost reduction
efforts, offset in part by a general shift in product mix toward DLT products,
which have a higher per-unit tape drive cost than products incorporating 4mm/DAT
and 8mm drives, and related media. Gross profit margins are dependent on a
number of factors, including customer and product mix, price competition and
tape drive costs. There can be no assurance that the Company can improve upon or
maintain the current gross margin levels, given that tape drives purchased from
third-party suppliers are a significant component of the Company's product
costs.
6
<PAGE> 7
Selling and Administrative Expenses. Selling and administrative
expenses were $3.0 million or 15.2% of net sales for the three months ended
January 31, 1997 compared to $2.1 million or 20.3% of net sales for the same
period in fiscal 1996. Selling and administrative expenses for the three months
ended January 31, 1997 decreased significantly as a percentage of net sales as
increased net sales reflected the benefits of the Company's significant
investments in sales and marketing resources in prior fiscal periods. Net sales
volume in the three-month period increased 89.2% compared to a corresponding
41.8% increase in selling and administrative expenses. The dollar increase in
selling and administrative expenses in the three months ended January 31, 1997
over the comparable period in fiscal 1996 was primarily due to increased sales
commissions, additions to sales and marketing staff, and increased
administrative overhead. The Company does not expect selling and administrative
expenses as a percentage of net sales to decline significantly from the levels
experienced in the three months ended January 31, 1997.
Research and Development Expenses. Research and development expenses
were $632,000 or 3.1% of net sales for the three months ended January 31, 1997
compared to $301,000 or 2.8% of net sales for the same period in fiscal 1996.
Actual dollar spending during the current three-month period was higher than the
same period in fiscal 1996 due to increases in development expenses for the new
Scalar 218 series and other product development expenses, and additions to
research and engineering staff.
Other Income (Expense). Other income for the three months ended
January 31, 1997 was $254,000 compared to an expense of $111,000 for the same
period in fiscal 1996. As a result of Interpoint's forgiving all intercompany
loans to ADIC and contributing cash to ADIC in October 1996, the Company
realized $115,000 of interest income in the three months ended January 31, 1997,
rather than $129,000 of interest expense incurred in the same period in fiscal
1996. Net foreign currency translation gains increased approximately $120,000
between the comparison periods. Foreign currency gains or losses arise as a
result of the operation of ADIC Europe, the functional currency of which is
French francs. ADIC Europe buys products from ADIC in U.S. dollars and resells a
significant majority of such products in U.S. dollars. However, because francs
are used as the functional accounting currency, all monetary assets and
liabilities are translated into francs on ADIC Europe's financial statements. To
the extent that these monetary assets and liabilities do not fully offset each
other and the franc-to-U.S.-dollar exchange rate changes, transaction gains or
losses may result. For large sales denominated in other currencies, the Company
attempts to implement appropriate hedging strategies.
Provision for Income Taxes. Income tax expense for the three months
ended January 31, 1997 was $885,000 compared to $141,000 for the same period in
fiscal 1996. The Company believes that the 34.8% effective tax rate reflected in
its most recent results, which includes taxes paid in various federal, state and
international jurisdictions, is generally indicative of the Company's effective
tax rate in future periods.
7
<PAGE> 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
As its annual meeting on February 19, 1997, duly called and with
proxies solicited, 7,126,775 shares were represented in person
or by proxy constituting 88.69 percent of the outstanding
shares.
Two directors were reelected to the Board, each to hold office
for a three-year term. Each nominee received not less than
7,098,824 votes, which represents 88.34 percent of the shares
outstanding.
Item 5. Other information.
None
Item 6. Exhibits and Reports on Form 8-K.
None
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADVANCED DIGITAL INFORMATION
CORPORATION
Dated: March 17, 1997 /s/Peter H. van Oppen
-----------------------------
Peter H. van Oppen, Chairman
and Chief Executive Officer
Dated: March 17, 1997 /s/Leslie S. Rock
------------------------------
Leslie S. Rock, Treasurer
and Chief Accounting Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 6,796
<SECURITIES> 0
<RECEIVABLES> 15,295
<ALLOWANCES> 210
<INVENTORY> 12,982
<CURRENT-ASSETS> 35,571
<PP&E> 3,596
<DEPRECIATION> 1,905
<TOTAL-ASSETS> 37,492
<CURRENT-LIABILITIES> 8,387
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 29,105
<TOTAL-LIABILITY-AND-EQUITY> 37,492
<SALES> 20,069
<TOTAL-REVENUES> 20,069
<CGS> 14,097
<TOTAL-COSTS> 14,097
<OTHER-EXPENSES> 632
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,546
<INCOME-TAX> 885
<INCOME-CONTINUING> 1,661
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,661
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
