<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-Q
---------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
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
11431 Willows Road N.E.
P.O. Box 97057
Redmond, Washington 98073-9757
(425) 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 51,403,412.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ADVANCED DIGITAL INFORMATION CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
<TABLE>
<CAPTION>
OCTOBER 31, JANUARY 31,
1999 2000
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ................................ $ 156,548 $ 158,559
Accounts receivable, net of allowances of $1,004 in 1999
and $1,231 in 2000 ..................................... 44,568 48,738
Inventories, net ......................................... 33,317 37,966
Marketable equity securities ............................. 2,222 2,922
Prepaid expenses and other ............................... 1,063 1,103
Deferred income taxes .................................... 4,664 4,377
------------ ------------
Total current assets ................................... 242,382 253,665
Property, plant and equipment, net .......................... 8,712 8,604
Investment in Crossroads Systems, Inc. ...................... 185,544 189,783
Intangible and other assets and investment in common stock .. 16,336 21,133
------------ ------------
$ 452,974 $ 473,185
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ......................................... $ 20,582 $ 29,487
Accrued liabilities ...................................... 11,439 10,004
Income taxes payable ..................................... 3,138 758
Deferred revenue ......................................... 4,105 4,769
Current portion of long-term debt ........................ 8,753 7,147
------------ ------------
Total current liabilities .............................. 48,017 52,165
Long-term debt .............................................. 1,507 1,369
Deferred income taxes ....................................... 64,168 65,758
Minority interest ........................................... 324 --
Commitments ................................................. -- --
Shareholders' equity:
Preferred stock, no par value; 4,000,000 shares
authorized; none issued and outstanding ................ -- --
Common stock, no par value; 160,000,000 shares authorized,
51,403,412 issued and outstanding (50,931,534 in 1999) . 191,155 195,876
Retained earnings ........................................ 31,227 38,395
Accumulated other comprehensive income:
Cumulative translation adjustment ..................... (963) (1,524)
Unrealized investment gains ........................... 117,539 121,146
------------ ------------
Total shareholders' equity ........................... 338,958 353,893
------------ ------------
$ 452,974 $ 473,185
============ ============
</TABLE>
See the accompanying notes to these consolidated financial statements.
2
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JANUARY 31,
---------------------
1999 2000
-------- --------
(unaudited)
<S> <C> <C>
Net sales ..................................... $ 49,144 $ 63,863
Cost of sales ................................. 32,750 40,961
-------- --------
Gross profit ............................... 16,394 22,902
-------- --------
Operating expenses:
Selling and administrative ................. 9,113 10,951
Research and development ................... 2,815 3,956
-------- --------
11,928 14,907
-------- --------
Operating profit .............................. 4,466 7,995
-------- --------
Other income (expense):
Interest income ............................ 234 2,184
Interest expense ........................... (345) (98)
Gain on sale of marketable equity securities 564 188
Foreign currency transaction gains, net .... 27 129
-------- --------
480 2,403
-------- --------
Income before provision for income taxes ...... 4,946 10,398
Provision for income taxes .................... 1,774 3,212
Minority interest ............................. 120 18
-------- --------
Net income .................................... $ 3,052 $ 7,168
======== ========
Basic net income per share .................... $ 0.08 $ 0.14
======== ========
Diluted net income per share .................. $ 0.08 $ 0.13
======== ========
</TABLE>
See the accompanying notes to these consolidated financial statements.
3
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED JANUARY 31,
----------------------
1999 2000
--------- ---------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .............................................. $ 3,052 $ 7,168
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization ....................... 930 997
Allowance for doubtful accounts receivable .......... 204 256
Allowance for inventory obsolescence ................ 1,238 1,333
Gain on sale of marketable equity securities ........ (564) (188)
Deferred income taxes ............................... -- (191)
Other ............................................... 129 115
Change in assets and liabilities:
Accounts receivable ................................. (1,780) (4,843)
Inventories ......................................... (3,870) (6,580)
Prepaid expenses and other .......................... 17 (63)
Other assets ........................................ (50) 12
Accounts payable .................................... (4,426) 4,283
Accrued liabilities ................................. 1,575 (1,491)
Income taxes payable ................................ 1,339 (2,278)
Deferred revenue .................................... 635 764
--------- ---------
Net cash used in operating activities ...................... (1,571) (706)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment ............... (1,078) (1,010)
Proceeds from sale of marketable equity securities ...... 2,699 548
Investment in common stock .............................. (4,000) --
--------- ---------
Net cash used in investing activities ...................... (2,379) (462)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term and short-term debt .............. (1,018) (1,070)
Proceeds from issuance of common stock for stock options,
including tax benefit ................................. 217 4,721
--------- ---------
Net cash provided by (used in) financing activities ........ (801) 3,651
--------- ---------
Effect of exchange rate changes on cash .................... (144) (472)
--------- ---------
Net increase (decrease) in cash and cash equivalents ....... (4,895) 2,011
Cash and cash equivalents at beginning of period ........... 28,226 156,548
--------- ---------
Cash and cash equivalents at end of period ................. $ 23,331 $ 158,559
========= =========
</TABLE>
See the accompanying notes to these consolidated financial statements.
4
<PAGE>
ADVANCED DIGITAL INFORMATION CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
THREE MONTHS ENDED JANUARY 31, 2000
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK OTHER
--------------------- RETAINED COMPREHENSIVE
SHARES AMOUNT EARNINGS INCOME TOTAL
--------- --------- --------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Balance at October 31, 1999 ........ 50,932 $ 191,155 $ 31,227 $ 116,576 $ 338,958
Exercise of stock options, including
tax benefit of $3,314 ............ 471 4,721 -- -- 4,721
Comprehensive income:
Net income ....................... -- -- 7,168 -- --
Unrealized investment gains ...... -- -- -- 3,607 --
Foreign currency translation
adjustment ...................... -- -- -- (561) --
Total comprehensive income .... -- -- -- -- 10,214
--------- --------- --------- ------------ ---------
Balance at January 31, 2000 ........ 51,403 $ 195,876 $ 38,395 $ 119,622 $ 353,893
========= ========= ========= ============ =========
</TABLE>
See the accompanying notes to these consolidated financial statements.
5
<PAGE>
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2000
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed financial statements are unaudited and should be
read in conjunction with the the financial statements included in our Annual
Report on Form 10-K for the year ended October 31, 1999. 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, 2000, are not
necessarily indicative of results to be expected for a full year.
All references to the number of shares and per share amounts of the our
common stock in the accompanying financial statements and these notes have been
restated to reflect a two-for-one stock split effected on March 14, 2000.
NOTE 2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted net
income per share for the three months ended January 31, 1999 and 2000:
<TABLE>
<CAPTION>
1999 2000
------- -------
(IN THOUSANDS, EXCEPT
FOR PER SHARE DATA)
<S> <C> <C>
Numerator:
Net income ........................................ $ 3,052 $ 7,168
Denominator:
Weighted average number of common shares
outstanding - basic ............................ 39,094 51,149
Dilutive potential common shares from Team Member
(employee) stock options ....................... 934 2,574
------- -------
Weighted average number of common shares
outstanding - diluted .......................... 40,028 53,723
======= =======
Basic net income per share .......................... $ 0.08 $ 0.14
======= =======
Diluted net income per share ........................ $ 0.08 $ 0.13
======= =======
</TABLE>
NOTE 3. INVENTORIES
Inventory is comprised as follows:
<TABLE>
<CAPTION>
OCTOBER 31, 1999 JANUARY 31, 2000
---------------- ----------------
(IN THOUSANDS)
<S> <C> <C>
Finished goods ..................... $ 13,871 $ 14,474
Work-in-process .................... 3,892 4,516
Raw materials ...................... 22,133 26,789
---------------- ----------------
39,896 45,779
Allowance for inventory
obsolescence...................... (6,579) (7,813)
---------------- ----------------
$ 33,317 $ 37,966
================ ================
</TABLE>
6
<PAGE>
NOTE 4. ACQUISITION OF MINORITY INTEREST
Effective January 1, 2000, we acquired the 20% minority interest of
ADIC/GRAU Storage Systems GmbH & Co. KG for a total purchase price of $4.7
million payable in cash. In connection with the acquisition, we recorded
approximately $4.4 million of goodwill and other intangible assets, with an
average useful life of eight years. The purchase is reflected in accounts
payable at January 31, 2000 and was paid in February 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
OUR FINANCIAL STATEMENTS INCLUDED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED OCTOBER 31, 1999. THIS DISCUSSION CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, SUCH AS STATEMENTS OF OUR
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. SUCH RISKS ARE DETAILED IN OUR
ANNUAL REPORT ON FORM 10-K AND ARE INCORPORATED HEREIN BY REFERENCE. OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HERE. WE UNDERTAKE NO
OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS THAT MAY BE REQUIRED TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS.
GENERAL
We provide hardware and software-based data storage solutions to the open
systems marketplace. Our storage solutions integrate into a wide range of
rapidly evolving network computing environments and are designed to enable
organizations to organize, protect and retrieve complex mission-critical data.
We design, manufacture, sell and support specialized data storage hardware and
software products and provide related services. Currently, we derive
substantially all of our revenue from the sale of storage libraries and related
service and support. As a result of our investments in software development, we
expect sales of our proprietary software products to increase in the future. We
distribute our products primarily through value-added resellers (VARs), and
original equipment manufacturers (OEMs), and we also sell directly to large end
users.
Our general trends include growth in sales of library products, growth in
international sales, a reduction in sales of standalone digital linear tape
(DLT) drives and growth in our OEM business. Gross profit margins depend on a
number of factors, including customer and product mix, price competition and
tape drive costs. We cannot assure you that we can maintain our gross margin
levels.
In August 1998, we acquired EMASS, Inc. for $25.0 million in cash and the
assumption of $2.0 million in indebtedness. EMASS established our presence in
Denver and expanded our operations in Europe. This acquisition brought with it
certain product offerings, including large-scale libraries and proprietary
software products designed to operate in conjunction with our hardware products
and the hardware products of our competitors. Additionally, we gained a field
service organization which now serves our combined business.
On September 17, 1999, we acquired MountainGate Imaging Systems
Corporation. In connection with the acquisition, we issued an aggregate of
220,000 shares of common stock, paid $200,000 cash and
7
<PAGE>
assumed approximately $2.0 million of MountainGate's debt. This acquisition
brought with it CentraVision, a Storage Area Network (SAN) software technology.
Effective January 1, 2000, we acquired the 20% of Grau previously owned by
a minority shareholder. The purchase price of $4.7 million reflects goodwill and
other intangible assets.
Foreign currency gains or losses arise as a result of our operation of
European subsidiaries, the functional currencies of which are the French franc,
German mark and British pound sterling. The subsidiaries' U.S. dollar
receivables and payables, and other monetary assets not in the functional
currency are translated into the applicable functional currencies of these
subsidiaries. Some U.S. dollar receivables and payables offset each other to
reduce our exposure to transaction gains and losses. To the extent that these
monetary assets and liabilities do not fully offset each other and the U.S.
dollar exchange rate changes with respect to these currencies, transaction gains
or losses may result. For large sales denominated in other currencies, we
attempt to implement appropriate hedging strategies.
RESULTS OF OPERATIONS
NET SALES. Net sales in the first quarter of fiscal 2000 increased 30% to
$63.9 million compared with net sales of $49.1 million in the comparable quarter
of fiscal 1999. This increase reflects strong sales growth across our major
product lines in both our branded products and OEM business. Revenue from OEMs
was $12.4 million or 19% of total revenue for this first quarter of fiscal 2000
and $5.9 million or 12% of total revenue for the first quarter of fiscal 1999.
These OEM sales consisted primarily of the small library FastStor products.
GROSS PROFIT. Gross profit was $22.9 million or 36% of net sales for the
first quarter of fiscal 2000 compared to $16.4 million or 33% of net sales for
the first quarter of fiscal 1999. The increase was due to a shift in product mix
toward open system storage solutions, including higher-margin tape libraries,
software and service, and away from lower-margin standalone tape drives and
media, as well as the effects of overall volume increases.
SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
were $11.0 million or 17% of net sales for the first quarter of fiscal 2000
compared to $9.1 million or 19% of net sales for the first quarter of fiscal
1999. The dollar increase in selling and administrative expenses was due to
increased sales and administrative personnel costs both in the headquarters
office and in regional offices throughout the United States and increased
advertising and promotion costs. The percentage decrease in selling and
administrative expenses was due to the increase in net sales.
ACQUIRED IN-PROCESS TECHNOLOGY. In connection with the acquisitions of
MountainGate in fiscal 1999 and EMASS in fiscal 1998, acquired in-process
technology was identified and valued by an independent third party and was
expensed immediately. In each case, the value of acquired in-process technology
was determined by estimating the stage of development of each in-process
research and development project at the date of acquisition and estimating cash
flows resulting from anticipated revenues generated from such projects, and then
discounting the projected net cash flow. All expenses after the acquisition
dates are included in research and development expenses.
In the case of MountainGate, the acquired in-process technology was valued
at $2.1 million, approximately 23% of the total assets acquired. The project we
are currently pursuing is an NT version of the CentraVision product that will
also include many new features required to function in the enterprise open
solutions market. We expect to incur significant costs to develop the acquired
in-process technology into a commercially viable product. Costs include
engineering time and material, in addition to costs associated with beta
versions and testing. The valuation of the in-process technology included
estimates
8
<PAGE>
of the costs to complete the NT version of CentraVision of approximately $1.8
million. We expect that this product will be released in the third quarter of
this fiscal year. Approximately $100,000 of costs were incurred from the date of
acquisition through October 31, 1999, additional costs of approximately $171,000
were incurred this quarter. As of January 31, 2000 the costs and timing of the
project were consistent with the initial estimates of management. We believe
that this project will be successfully developed; however, if it is not, our
sales and profitability may be adversely affected in future periods. In
addition, the failure of the project could impair the value of other
intangible assets acquired and adversely affect our sales and profitability
in future periods.
Acquired in-process technology of EMASS included a new large library
storage product and associated software, as well as separate software products
using UNIX and Windows NT platforms. We expect that these products, if
successfully developed, will replace existing large library and software
products. We expect that customer service and maintenance contracts will,
however, continue to provide revenue associated with the older products.
We expect that the new library product will be released in the fourth
quarter of calendar 2000. Approximately $275,000 of costs were incurred during
the first quarter of fiscal 2000; approximately $1.8 million of costs were
expended through October 31, 1999. We expect to incur additional costs of
approximately $1.5 million to complete the project.
Approximately $250,000 of costs were incurred in the first quarter of
fiscal 2000 in connection with the software products. $1.0 million of costs were
incurred through October 31, 1999. We anticipate that an additional $350,000
will be necessary to complete these projects. AMASS NT was released in the third
quarter of fiscal 1999, and the other software products are expected to be
released in the second and third quarters of fiscal 2000.
RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were
$4.0 million or 6% of net sales for the first quarter of fiscal 2000 compared to
$2.8 million or 6% of net sales for the first quarter of fiscal 1999.
Approximately 50% of the research and development spending was related to
software-based products. We intend to maintain this level of research and
development spending, relative to net sales, as we continue investing heavily in
software development and new hardware products.
OTHER INCOME (EXPENSE). Other income for the first quarter of fiscal 2000
was $2.4 million compared to $500,000 for fiscal 1999. This increase relates
primarily to interest income from the investment of cash balances received in
the follow-on stock offering in September 1999. Interest expense of $98,000 in
fiscal 2000 relates to interest on operating credit lines through a German bank.
In fiscal 1999 we incurred interest of $345,000 associated primarily with a bank
loan used to finance the acquisition of EMASS. All U.S. bank debt was paid off
during fiscal 1999. The gain on sale of marketable equity securities in each
year relates to the sale of investments in certain securities.
PROVISION FOR INCOME TAXES. Income tax expense for fiscal 2000 was $3.2
million, an effective tax rate of 31%. The effective tax rate includes taxes
paid in various federal, state and international jurisdictions. This compares
with income tax expense in the first quarter of fiscal 1999 of $1.8 million, an
effective tax rate of 36%. There are significant deferred tax assets for net
operating loss carryforwards and other temporary differences associated with
MountainGate and with subsidiaries acquired in the EMASS transaction. At October
31, 1999 a valuation allowance had been established on a portion of these
deferred tax assets. During fiscal 2000 we determined that it was more likely
than not that we could realize a portion of these deferred tax assets and
consequently reduced the previously established
9
<PAGE>
valuation allowance by $200,000. At January 31, 2000 we had a valuation
allowance of $3.1 million, which if reduced will lower our effective income tax
rate in future periods.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows used in operating activities were $706,000 for the first quarter
fiscal 2000. In the comparable period of fiscal 1999, cash of $1.6 million was
used in operating activities. In each of these periods, operating cash was
primarily used to fund increases in accounts receivable and inventories and was
offset by net income, depreciation and other allowances. Additionally in fiscal
2000, accounts payable growth of $4.3 million offset these uses of cash.
Cash flows used in investing activities were $462,000 for the first quarter
of fiscal 2000 and $2.4 million for the first quarter of fiscal 1999. Fiscal
1999 uses include $4.0 million associated with an investment in Network
Integrity, Inc., a developer of specialized data protection software products.
Both periods reflect proceeds from the sales of marketable equity securities and
investments in property, plant and equipment.
Cash flows provided by financing activities in the first quarter of fiscal
2000 were $3.7 million. This amount reflects $4.7 million associated with the
exercise of stock options, including the tax benefits from such exercises,
offset by certain payments of long-term and short-term debt.
At January 31, 2000, our cash and cash equivalents totaled $158.6 million,
up from $156.5 million at October 31, 1999. Our working capital, the difference
between current assets and current liabilities, was $201.5 million at January
31, 2000, with a ratio of current assets to current liabilities of 4.9 to 1. We
had no material or unusual commitments as of January 31, 2000 other than annual
rental commitments. Additionally, at January 31, 2000, our investment in
Crossroads Systems, Inc. had a market value of $189.8 million. The market for
technology stocks is extremely volatile and there is no assurance that we will
realize this value when and if we liquidate our investment in Crossroads.
We believe that our existing cash and cash equivalents, available bank
lines of credit, and anticipated cash flow from our operating activities, will
be sufficient to fund our working capital and capital expenditure needs for at
least the next 12 months. We may utilize cash to acquire or invest in
businesses, products or technologies that we believe are strategic. We regularly
evaluate other companies and technologies for possible acquisition by us. In
addition, we have made and expect to continue to make substantial investments in
companies with whom we have identified potential synergies. However, we have no
present commitments or agreements with respect to any material acquisition of
other businesses, products or technologies.
10
<PAGE>
MARKET RISK MANAGEMENT
We are exposed to various market risks, including changes in foreign
currency rates and interest rates. We may enter into various derivative
transactions to manage certain of these exposures. We do not hold or issue
derivative instruments for trading purposes.
The assets and liabilities of our non-U.S. subsidiaries have functional
currencies other than the U.S. dollar, and are translated into U.S. dollars at
exchange rates in effect at the balance sheet date. Income and expense items are
translated at the average exchange rates prevailing during the period. A 10%
depreciation in the U.S. dollar would result in an approximately $150,000
decrease in income before provision for income taxes for the first quarter of
fiscal 2000.
At January 31, 2000, we had variable rate debt of approximately $7.0
million provided by German banks, and fixed rate debt of $1.5 million, also
provided by a German bank. The fair value of such debt approximates the carrying
amount on the consolidated balance sheet at January 31, 2000. Market risk is
estimated as the potential for interest rates to increase 10% on the variable
rate debt. Any such increase would be immaterial to the consolidated financial
position and results of operations and cash flows. We have entered into an
interest rate swap agreement on the variable rate debt, which fixes the interest
rate at 4.3%.
YEAR 2000
The year 2000 issue arose because many computer systems include computer
code in which calendar year data is abbreviated in a two-digit format. If not
addressed, such computer systems may have failed to operate properly beyond the
year 1999, which may have led to business disruptions in the U.S. and
internationally. Accordingly, we created upgrades for certain software and large
library products, reviewed and replaced hardware used in connection with certain
products, and replaced and upgraded internal systems as necessary. We developed
contingency plans to be implemented in the event of critical year 2000 problems,
but no need to implement them has arisen.
We consider the transition into the year 2000 successful from the
perspective of both our internal systems and external interactions. Over the
millennial changeover period, no material issues were encountered, and we
conducted business as usual.
11
<PAGE>
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.
At its annual meeting on February 16, 2000, duly called and with
proxies solicited, 48,990,332 shares were represented in person or by
proxy constituting 95.37 percent of the outstanding shares. There were
51,367,296 shares of the Company's common stock outstanding and
entitled to vote at the annual meeting. These references to number of
shares have been adjusted to reflect a two-for-one stock split
effected on March 14, 2000.
i. The proposal to approve the Advanced Digital Information Corporation
1999 Stock Incentive Compensation Plan received the following votes:
<TABLE>
<CAPTION>
---------------------------------------------------------------------
Percent of Votes
Votes For/Against
---------------------------------------------------------------------
<S> <C> <C>
For 33,089,000 67.65%
---------------------------------------------------------------------
Against 15,820,706 32.35%
---------------------------------------------------------------------
Abstain 80,626 --
---------------------------------------------------------------------
Broker Non-Votes N/A --
---------------------------------------------------------------------
</TABLE>
The foregoing proposal was approved.
ii. One director was reelected to the Board, to hold office for a
three-year term. The nominee received 48,383,140 votes, which
represents 98.76 percent of the shares voted.
12
<PAGE>
Item 5. Other information.
On February 16, 2000, the Board of Directors elected Dr. Richard L.
McCormick to fill the vacancy created by Mr. Russell F. McNeill, whose
term as a director concluded at the annual meeting. Dr. McCormick has
served as President of the University of Washington since September 1,
1995 and holds a Ph.D. in History from Yale University. The University
of Washington is the largest institution of higher education in the
State of Washington and currently enrolls approximately 35,000
students. Dr. McCormick will stand for election at the annual meeting
in February 2001.
Item 6. Exhibits and Reports on Form 8-K.
None
13
<PAGE>
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 15, 2000 /s/ Peter H. Van Oppen
----------------------------------------
Peter H. van Oppen, Chairman
and Chief Executive Officer
Dated: March 15, 2000 /s/ Jon W. Gacek
----------------------------------------
Jon W. Gacek, Senior Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-2000
<PERIOD-START> NOV-01-1999
<PERIOD-END> JAN-31-2000
<CASH> 158,559
<SECURITIES> 2,922
<RECEIVABLES> 49,969
<ALLOWANCES> 1,231
<INVENTORY> 37,966
<CURRENT-ASSETS> 253,665
<PP&E> 8,604
<DEPRECIATION> 0
<TOTAL-ASSETS> 473,185
<CURRENT-LIABILITIES> 52,165
<BONDS> 1,369
0
0
<COMMON> 0
<OTHER-SE> 353,893
<TOTAL-LIABILITY-AND-EQUITY> 473,185
<SALES> 63,863
<TOTAL-REVENUES> 63,863
<CGS> 40,961
<TOTAL-COSTS> 40,961
<OTHER-EXPENSES> 3,956
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<INCOME-TAX> 3,212
<INCOME-CONTINUING> 7,168
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<NET-INCOME> 7,168
<EPS-BASIC> .14
<EPS-DILUTED> .13
</TABLE>
