-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bx3eGZVT9V77YGpLwCaeAwANTCZu2ZgmTnImYm7zLvgfPTFsVMYTYoZiTjo9yxCE /2Zzp4RMHNcmwzLcLa/HPQ== 0000891618-04-000892.txt : 20040421 0000891618-04-000892.hdr.sgml : 20040421 20040421170359 ACCESSION NUMBER: 0000891618-04-000892 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040421 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXTOR CORP CENTRAL INDEX KEY: 0000711039 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 770123732 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16447 FILM NUMBER: 04746047 BUSINESS ADDRESS: STREET 1: 500 MCCARTHY BLVD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4088945000 MAIL ADDRESS: STREET 1: 500 MCCARTHY BLVD CITY: MILPITAS STATE: CA ZIP: 95035 8-K 1 f98259e8vk.htm FORM 8-K e8vk
Table of Contents

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): April 21, 2004

Maxtor Corporation

(Exact name of registrant as specified in its charter)

 

         
DELAWARE
(State or other
jurisdiction of incorporation) 		  Commission File No. 0-14016   77-0123732
(I.R.S. Employer
Identification No.)

 

500 McCarthy Blvd., Milpitas, California 95035

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (408) 894-5000

 

TABLE OF CONTENTS

Item 5. Other Events and Regulation FD Disclosure
Item 7. Financial Statements and Exhibits
Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Table of Contents

Item 5. Other Events and Regulation FD Disclosure

On April 21, 2004, Maxtor Corporation (the “Company”) announced its financial results for the first quarter ended March 27, 2004. Revenue for the quarter was $1.020 billion. The Company reported net income on a GAAP basis of $9.2 million, or $0.04 per diluted share. Included in GAAP net income was a charge of $20.8 million for the amortization of intangible assets and $0.1 million in stock-based compensation expense. In the first quarter of 2003, revenue was $938.9 million. Net income on a GAAP basis was $27.4 million, or $0.11 per diluted share. The GAAP net income included a charge for the amortization of intangible assets and stock-based compensation expense, totaling $20.8 million.

During the quarter, Maxtor shipped 13.6 million hard drives. The gross profit margin was 15.2%. Operating expenses, excluding amortization of intangible assets and stock-based compensation expense, totaled $117 million.

IDE drive shipments in the first quarter totaled 12.8 million, including 1,549,000 to consumer electronics OEM customers. SCSI drive shipments were 828,000 compared with 854,000 in the fourth quarter of 2003.

2

Table of Contents

Item 7. Financial Statements and Exhibits

     
Exhibit 99.1
  Maxtor Corporation Balance Sheet as of March 27, 2004 and Statements of Operations for the three month period ended March 27, 2004, as announced on April 21, 2004.
Exhibit 99.2
  Earnings release, dated April 21, 2004, regarding the first quarter 2004 results of Maxtor Corporation.

Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 12. Results of Operations and Financial Condition

On April 21, 2004, Maxtor Corporation issued a press release announcing its financial results for the fiscal quarter ended March 27, 2004.

The press release relating to the financial results for the fiscal quarter ended March 27, 2004 is attached hereto as Exhibit 99.2.

The Company provides in the press release and conference call certain non-GAAP financial measures, including non-GAAP net income and non-GAAP net income per share. As used herein, “GAAP” refers to accounting principles generally accepted in the United States. These non-GAAP financial measures exclude from the directly comparable GAAP measures, amortization of intangible assets and stock compensation expense. As required by Regulation G, the press release contains a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures. The Company believes the non-GAAP measures are useful to investors because they provide an alternative method for measuring the operating performance of the Company’s business, excluding certain non-cash items relating to the Company’s April 2001 acquisition of the Quantum HDD business which charges will decline in stages over the next eight quarters and would normally be included in the most directly comparable GAAP financial measure. The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.

3

Table of Contents

SIGNATURE

     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, thereto duly authorized.

Date: April 21, 2004
         
  MAXTOR CORPORATION
 		  
  By:   /s/ Paul J. Tufano    
    Name:   Paul J. Tufano   
    Title:   President and Chief Executive Officer   
 

4

Table of Contents

EXHIBIT INDEX

     
Exhibit No.
   Description
99.1
  Maxtor Corporation Balance Sheet as of March 27, 2004 and Statements of Operations for the three month period ended March 27, 2004, as announced on April 21, 2004.
99.2
  Earnings release, dated April 21, 2004, regarding the first quarter 2004 results of Maxtor Corporation.

5

EX-99.1 3 f98259exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 MAXTOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
March 27, December 27, 2004 2003 ---------- ---------- ASSETS Current assets: Cash and cash equivalents $ 443,661 $ 530,816 Restricted cash 45,666 37,154 Marketable securities 46,236 44,543 Restricted marketable securities 41,930 42,337 Accounts receivable, net 517,698 578,907 Inventories 228,139 218,011 Prepaid expenses and other 34,254 38,301 ---------- ---------- Total current assets 1,357,584 1,490,069 Property, plant and equipment, net 354,773 342,679 Goodwill and other intangible assets, net 854,734 875,570 Other assets 13,231 13,908 ---------- ---------- Total assets $2,580,322 $2,722,226 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings, including current portion of long-term debt $ 22,045 $ 77,037 Accounts payable 694,977 730,056 Accrued and other liabilities 367,981 454,388 Liabilities of discontinued operations 807 1,487 ---------- ---------- Total current liabilities 1,085,810 1,262,968 Deferred taxes 196,455 196,455 Long-term debt 377,840 355,809 Other liabilities 181,580 186,485 ---------- ---------- Total liabilities 1,841,685 2,001,717 Total stockholders' equity 738,637 720,509 ---------- ---------- Total liabilities and stockholders' equity $2,580,322 $2,722,226 ========== ==========
MAXTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited)
Three months ended --------------------------------- March 27, March 29, 2004 2003 ------------- ------------- Net revenues $ 1,019,688 $ 938,889 Cost of revenues 864,625 767,042 ------------- ------------- Gross profit 155,063 171,847 Operating expenses: Research and development 84,770 86,661 Selling, general and administrative 32,514 31,932 Amortization of intangible assets 20,836 20,562 ------------- ------------- Total operating expenses 138,120 139,155 ------------- ------------- Income from operations 16,943 32,692 Interest expense (8,832) (5,422) Interest income 1,288 1,208 Other gain 38 207 ------------- ------------- Income before income taxes 9,437 28,685 Provision for income taxes 274 1,277 ------------- ------------- Net income $ 9,163 $ 27,408 ============= ============= Net income per share - basic $ 0.04 $ 0.11 Net income per share - diluted $ 0.04 $ 0.11 Shares used in per share calculation -basic 246,590,255 243,634,139 -diluted 256,960,154 246,866,117
EX-99.2 4 f98259exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 CONTACT: Media Relations Investor Relations Alan Bernheimer Jenifer Kirtland Maxtor Corporation Maxtor Corporation 408-894-4233 408-324-7056 MAXTOR CORPORATION REPORTS FIRST QUARTER 2004 RESULTS MILPITAS, Calif., April 21, 2004 -- Maxtor Corporation (NYSE: MXO) today announced its financial results for the first quarter ended March 27, 2004. Revenue for the quarter was $1.020 billion. The Company reported net income on a GAAP basis of $9.2 million, or $0.04 per diluted share. Included in GAAP net income was a charge of $20.8 million for the amortization of intangible assets and $0.1 million in stock-based compensation expense. On a non-GAAP basis, excluding these charges, Maxtor reported net income of $30.1 million, or $0.12 per diluted share. In the first quarter of 2003, revenue was $938.9 million. Net income on a GAAP basis was $27.4 million, or $0.11 per diluted share. The GAAP net income included a charge for the amortization of intangible assets and stock-based compensation expense, totaling $20.8 million. On a non-GAAP basis, excluding these charges, net income in the first quarter of 2003 was $48.2 million, or $0.20 per diluted share. "We were pleased with our first quarter results, achieved during a difficult quarter characterized by an industry oversupply of desktop drives in the distribution channel and aggressive pricing in the enterprise market," said Paul Tufano, president and chief executive officer. During the quarter, Maxtor shipped 13.6 million hard drives. The gross profit margin was 15.2%. Operating expenses, excluding amortization of intangible assets and stock-based compensation expense, totaled $117 million. IDE drive shipments in the first quarter totaled 12.8 million, including 1,549,000 to consumer electronics OEM customers. SCSI drive shipments were 828,000 compared with 854,000 in the fourth quarter of 2003. "We were especially happy with the continued momentum in our consumer electronics and near-line and mid-line storage markets," Mr. Tufano commented. ABOUT MAXTOR Maxtor Corporation (www.maxtor.com) is one of the world's leading suppliers of information storage solutions. The Company has an expansive line of storage products for desktop computers, near-line storage, high-performance Intel-based servers, and consumer electronics. Maxtor has a reputation as a proven market leader built by consistently providing high-quality products and service and support for its customers. Maxtor and its products can be found at www.maxtor.com or by calling toll-free (800) 2-MAXTOR. Maxtor is traded on the NYSE under the MXO symbol. The Company's results are subject to risks and uncertainties which could materially affect the Company's results, including, but not limited to, market demand for hard disk drives, qualification of the Company's products, market acceptance of the Company's products, the Company's ability to execute future development and production ramps and utilize manufacturing assets efficiently, changes in product and customer mix, the availability of components, pricing trends, actions by competitors, international security and political stability, and general economic and industry conditions. These and other risk factors are contained in periodic reports filed with the SEC, including, but not limited to, the Form 10-K for fiscal 2003. Maxtor is under no obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. CONFERENCE CALL MAXTOR HAS SCHEDULED A CONFERENCE CALL FOR ANALYSTS AND INVESTORS TODAY APRIL 21, 2004, AT 2:30 P.M. PT TO DISCUSS THE FIRST QUARTER 2004 RESULTS AND TO PROVIDE AN OUTLOOK ON THE SECOND QUARTER OF 2004. FINANCIAL INFORMATION TO BE DISCUSSED ON THE CALL WILL BE AVAILABLE ON THE COMPANY'S WEBSITE IMMEDIATELY PRIOR TO THE COMMENCEMENT OF THE CALL. ADDITIONAL INFORMATION, INCLUDING THE RECONCILIATION OF THE GAAP FINANCIAL MEASURES TO THE COMPARABLE NON-GAAP FINANCIAL MEASURES DISCUSSED ON THE CALL ARE ALSO POSTED ON THE COMPANY'S WEBSITE IN THE INVESTOR RELATIONS SECTION. THE DIAL-IN NUMBER FOR THE LIVE CALL IS (800) 473-8796. THE CALL WILL BE WEBCAST ON THE COMPANY'S SITE AT www.maxtor.com. THERE WILL BE A REPLAY AVAILABLE SHORTLY FOLLOWING THE CALL THROUGH APRIL 28, 2004. THE DIAL-IN NUMBER FOR THE REPLAY IS (800) 252-6030, ACCESS CODE: 23123950. MAXTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited)
Three months ended --------------------------------- March 27, March 29, 2004 2003 ------------- ------------- Net revenues $ 1,019,688 $ 938,889 Cost of revenues 864,625 767,042 ------------- ------------- Gross profit 155,063 171,847 Operating expenses: Research and development 84,770 86,661 Selling, general and administrative 32,514 31,932 Amortization of intangible assets 20,836 20,562 ------------- ------------- Total operating expenses 138,120 139,155 ------------- ------------- Income from operations 16,943 32,692 Interest expense (8,832) (5,422) Interest income 1,288 1,208 Other gain 38 207 ------------- ------------- Income before income taxes 9,437 28,685 Provision for income taxes 274 1,277 ------------- ------------- Net income $ 9,163 $ 27,408 ============= ============= Net income per share - basic $ 0.04 $ 0.11 Net income per share - diluted $ 0.04 $ 0.11 Shares used in per share calculation -basic 246,590,255 243,634,139 -diluted 256,960,154 246,866,117
MAXTOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
March 27, December 27, 2004 2003 ---------- ---------- ASSETS Current assets: Cash and cash equivalents $ 443,661 $ 530,816 Restricted cash 45,666 37,154 Marketable securities 46,236 44,543 Restricted marketable securities 41,930 42,337 Accounts receivable, net 517,698 578,907 Inventories 228,139 218,011 Prepaid expenses and other 34,254 38,301 ---------- ---------- Total current assets 1,357,584 1,490,069 Property, plant and equipment, net 354,773 342,679 Goodwill and other intangible assets, net 854,734 875,570 Other assets 13,231 13,908 ---------- ---------- Total assets $2,580,322 $2,722,226 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings, including current portion of long-term debt $ 22,045 $ 77,037 Accounts payable 694,977 730,056 Accrued and other liabilities 367,981 454,388 Liabilities of discontinued operations 807 1,487 ---------- ---------- Total current liabilities 1,085,810 1,262,968 Deferred taxes 196,455 196,455 Long-term debt 377,840 355,809 Other liabilities 181,580 186,485 ---------- ---------- Total liabilities 1,841,685 2,001,717 Total stockholders' equity 738,637 720,509 ---------- ---------- Total liabilities and stockholders' equity $2,580,322 $2,722,226 ========== ==========
MAXTOR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts) (Unaudited)
Three months ended Three months ended -------------------------------------------- --------------------------------------------- GAAP Non-GAAP GAAP Non-GAAP March 27, Non-GAAP March 27, March 29, Non-GAAP March 29, 2004 Adjustments 2004 2003 Adjustments 2003 ------------ ---------- ------------ ------------ ---------- ------------ Net revenues $ 1,019,688 $ -- $ 1,019,688 $ 938,889 $ -- $ 938,889 Cost of revenues 864,625 (9)(1) 864,616 767,042 (21)(2) 767,021 ------------ ---------- ------------ ------------ ---------- ------------ Gross profit 155,063 9 155,072 171,847 21 171,868 Operating expenses: Research and development 84,770 (75)(1) 84,695 86,661 (186)(2) 86,475 Selling, general and administrative 32,514 (27)(1) 32,487 31,932 (66)(2) 31,866 Amortization of intangible assets 20,836 (20,836)(3) -- 20,562 (20,562)(4) -- ------------ ---------- ------------ ------------ ---------- ------------ Total operating expenses 138,120 (20,938) 117,182 139,155 (20,814) 118,341 ------------ ---------- ------------ ------------ ---------- ------------ Income from operations 16,943 20,947 37,890 32,692 20,835 53,527 Interest expense (8,832) -- (8,832) (5,422) -- (5,422) Interest income 1,288 -- 1,288 1,208 -- 1,208 Other gain 38 -- 38 207 -- 207 ------------ ---------- ------------ ------------ ---------- ------------ Income before income taxes 9,437 20,947 30,384 28,685 20,835 49,520 Provision for income taxes 274 -- 274 1,277 -- 1,277 ------------ ---------- ------------ ------------ ---------- ------------ Net income $ 9,163 $ 20,947 $ 30,110 $ 27,408 $ 20,835 $ 48,243 ============ ========== ============ ============ ========== ============ Net income per share - basic $ 0.04 $ 0.12 $ 0.11 $ 0.20 Net income per share - diluted $ 0.04 $ 0.12 $ 0.11 $ 0.20 Shares used in per share calculation -basic 246,590,255 246,590,255 243,634,139 243,634,139 -diluted 256,960,154 256,960,154 246,866,117 246,866,117
(1) Amounts reflect stock-based compensation related to the acquisition of the Quantum HDD business of $0.1 million. (2) Amounts reflect stock based compensation related to the acquisition of the Quantum HDD business of $0.3 million. (3) Amount reflects amortization of intangible assets of $20.8 million. (4) Amount reflects amortization of intangible assets of $20.6 million. -----END PRIVACY-ENHANCED MESSAGE-----