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f8k_05112012


 

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): May 11, 2012

AVID TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
0-21174  
(Commission File Number) 
04-2977748
(I.R.S. Employer
 Identification No.)
 
75 Network Drive, Burlington, Massachusetts  01803
(Address of Principal Executive Offices)  (Zip Code)
 
(978) 640-6789
(Registrant's Telephone Number, Including Area Code)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02.
Results of Operations and Financial Condition.

On May 10, 2012, Avid Technology, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 in which the Company included revised financial information for each quarter of 2011 and for the years ended December 31, 2011 and 2010. The Company is now furnishing the attached Exhibit 99.1 containing reconciliations of financial measures under accounting principles generally accepted in the United States of America (“GAAP”) to non-GAAP financial measures for each of the three month periods ended March 31, 2011, June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2012, in each case which replace the reconciliations previously furnished for the corresponding periods.

The tables included in Exhibit 99.1 contain “non-GAAP financial measures” under the rules of the SEC. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. This non-GAAP information supplements, and is not intended to represent a measure of performance in accordance with, disclosures required by GAAP. Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.

Management considers both GAAP and non-GAAP financial results in managing the Company's business. Non-GAAP financial measures are used internally, for example, in establishing annual operating budgets, in assessing operating performance and for measuring performance under incentive compensation plans. Non-GAAP financial measures are also used in operating and financial decision-making because management believes these measures reflect the Company's ongoing business and allow meaningful period-to-period comparisons. Management believes it is useful for investors and others to also review both GAAP and non-GAAP measures in order to understand and evaluate the Company's current operating performance and future prospects in the same manner as management and to compare in a consistent manner the Company's current financial results with past financial performance. The primary limitations associated with management's use of non-GAAP financial measures are that they may not include all items of income and expense that affect the Company's operations and that the non-GAAP financial measures the Company's management uses may not be directly comparable to those reported by other companies. For example, terms referring to non-GAAP financial measures used in the tables included in Exhibit 99.1, such as non-GAAP net income or net loss, do not have standardized meanings. Other companies may use the same or similarly named measures, but exclude different items, which may not provide investors with a comparable view of the Company's performance in relation to other companies. The Company seeks to compensate for this limitation by providing a detailed reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures in the tables included in Exhibit 99.1.

The information contained in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.






Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.
 
 
 
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
 
 
 
 
 
Exhibit Number
 
Description
 
99.1
 
Reconciliations of GAAP financial measures to non-GAAP financial measures for each of the three month periods ended March 31, 2011, June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2012.
 
 








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 hereunto duly authorized.

 
 
AVID TECHNOLOGY, INC.
 
 
 
(Registrant)
 
 
 
 
 
 
 
 
 
 
Date: May 11, 2012
By:
/s/ Ken Sexton                                        
 
 
 
Name:
Title:
Ken Sexton
Executive Vice President, Chief Financial
Officer and Chief Administrative Officer
 






EXHIBIT INDEX


Exhibit Number
 
Description
 
 
 
    *99.1
 
Reconciliations of GAAP financial measures to non-GAAP financial measures for each of the three month periods ended March 31, 2011, June 30, 2011, September 30, 2011, December 31, 2011 and March 31, 2012.
_________________________________________
*  Document furnished herewith




exhibit_99-1_05112012


EXHIBIT 99.1

AVID TECHNOLOGY, INC.
(in thousands except per share data, unaudited)

Reconciliations of GAAP financial measures to Non-GAAP financial measures:
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
 
Operating
 
Operating
 
Tax
 
Net
 
 
Profit
 
Expenses
 
Loss
 
Provision
 
Loss
GAAP
 
$
77,564

 
$
89,826

 
$
(12,262
)
 
$
521

 
$
(12,977
)
Amortization of intangible assets
 
650

 
(1,611
)
 
2,261

 
 
 
2,261

Restructuring costs, net
 
 
 
(168
)
 
168

 
 
 
168

Acquisition and other costs (a)
 
 
 
(231
)
 
231

 
 
 
231

Tax adjustment
 
 
 
 
 
 
 
253

 
(253
)
Stock-based compensation included in:
 
 
 
 
 
 
 
 
 
 
Cost of products revenues
 
94

 
 
 
94

 
 
 
94

Cost of services revenues
 
157

 
 
 
157

 
 
 
157

Research and development expenses
 
 
 
(306
)
 
306

 
 
 
306

Marketing and selling expenses
 
 
 
(1,261
)
 
1,261

 
 
 
1,261

General and administrative expenses
 
 
 
(1,315
)
 
1,315

 
 
 
1,315

Non-GAAP
 
$
78,465

 
$
84,934

 
$
(6,469
)
 
$
774

 
$
(7,437
)
Weighted-average shares outstanding - diluted
 
 
 
 
 
 
 
 
 
38,662

Non-GAAP net loss per share - diluted
 
 
 
 
 
 
 
 
 
$
(0.19
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2011 (Revised)
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
 
Operating
 
Operating
 
Tax
 
Net
 
 
Profit
 
Expenses
 
(Loss) Income
 
Benefit
 
(Loss) Income
GAAP
 
$
99,439

 
$
101,290

 
$
(1,851
)
 
$
(2,318
)
 
$
(30
)
Amortization of intangible assets
 
657

 
(2,063
)
 
2,720

 
 
 
2,720

Restructuring costs, net
 
 
 
(8,770
)
 
8,770

 
 
 
8,770

Tax adjustment
 
 
 
 
 
 
 
750

 
(750
)
Stock-based compensation included in:
 
 
 
 
 
 
 
 
 
 
Cost of products revenues
 
2

 
 
 
2

 
 
 
2

Cost of services revenues
 
156

 
 
 
156

 
 
 
156

Research and development expenses
 
 
 
(300
)
 
300

 
 
 
300

Marketing and selling expenses
 
 
 
(1,105
)
 
1,105

 
 
 
1,105

General and administrative expenses
 
 
 
(985
)
 
985

 
 
 
985

Non-GAAP
 
$
100,254

 
$
88,067

 
$
12,187

 
$
(1,568
)
 
$
13,258

Weighted-average shares outstanding - diluted
 
 
 
 
 
 
 
 
 
38,584

Non-GAAP net income per share - diluted
 
 
 
 
 
 
 
 
 
$
0.34

 
 
 
 
 
 
 
 
 
 
 
(a) Represents costs included in general and administrative expenses
 
 
 
 
 
 





AVID TECHNOLOGY, INC.
(in thousands except per share data, unaudited)

Reconciliations of GAAP financial measures to Non-GAAP financial measures:
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2011 (Revised)
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
 
Operating
 
Operating
 
Tax
 
Net
 
 
Profit
 
Expenses
 
(Loss) Income
 
Provision
 
(Loss) Income
GAAP
 
$
88,365

 
$
92,739

 
$
(4,374
)
 
$
2,672

 
$
(7,549
)
Amortization of intangible assets
 
685

 
(2,159
)
 
2,844

 
 
 
2,844

Restructuring costs, net
 
 
 
(2,707
)
 
2,707

 
 
 
2,707

Legal settlement and acquisition-related costs (a)
 
 
 
(163
)
 
163

 
 
 
163

Tax adjustment
 
 
 
 
 
 
 
1,008

 
(1,008
)
Stock-based compensation included in:
 
 
 
 
 
 
 
 
 
 
Cost of products revenues
 
168

 
 
 
168

 
 
 
168

Cost of services revenues
 
63

 
 
 
63

 
 
 
63

Research and development expenses
 
 
 
(435
)
 
435

 
 
 
435

Marketing and selling expenses
 
 
 
(1,051
)
 
1,051

 
 
 
1,051

General and administrative expenses
 
 
 
(1,970
)
 
1,970

 
 
 
1,970

Non-GAAP
 
$
89,281

 
$
84,254

 
$
5,027

 
$
3,680

 
$
844

Weighted-average shares outstanding - diluted
 
 
 
 
 
 
 
 
 
38,530

Non-GAAP net income per share - diluted
 
 
 
 
 
 
 
 
 
$
0.02

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2011 (Revised)
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
 
Operating
 
Operating
 
Tax
 
Net
 
 
Profit
 
Expenses
 
Loss
 
Benefit
 
Loss
GAAP
 
82,368

 
93,459

 
(11,091
)
 
(590
)
 
(11,146
)
Amortization of intangible assets
 
685

 
(2,161
)
 
2,846

 
 
 
2,846

Restructuring costs, net
 
 
 
(162
)
 
162

 
 
 
162

Legal settlement and acquisition-related costs (a)
 
 
 
(392
)
 
392

 
 
 
392

Loss on sales of assets
 
 
 
(597
)
 
597

 
 
 
597

Tax adjustment
 
 
 
 
 
 
 
245

 
(245
)
Stock-based compensation included in:
 
 
 
 
 
 
 
 
 
 
Cost of products revenues
 
110

 
 
 
110

 
 
 
110

Cost of services revenues
 
277

 
 
 
277

 
 
 
277

Research and development expenses
 
 
 
(427
)
 
427

 
 
 
427

Marketing and selling expenses
 
 
 
(1,356
)
 
1,356

 
 
 
1,356

General and administrative expenses
 
 
 
(1,846
)
 
1,846

 
 
 
1,846

Non-GAAP
 
$
83,440

 
$
86,518

 
$
(3,078
)
 
$
(345
)
 
$
(3,378
)
Weighted-average shares outstanding - diluted
 
 
 
 
 
 
 
 
 
38,413

Non-GAAP net loss per share - diluted
 
 
 
 
 
 
 
 
 
$
(0.09
)
 
 
 
 
 
 
 
 
 
 
 
(a) Represents costs included in general and administrative expenses
 
 
 
 
 
 





AVID TECHNOLOGY, INC.
(in thousands except per share data, unaudited)

Reconciliations of GAAP financial measures to Non-GAAP financial measures:
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2011 (Revised)
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross
 
Operating
 
Operating
 
Tax
 
Net
 
 
Profit
 
Expenses
 
(Loss) Income
 
Provision
 
(Loss) Income
GAAP
 
$
87,166

 
$
90,692

 
$
(3,526
)
 
$
957

 
$
(4,783
)
Amortization of intangible assets
 
666

 
(2,145
)
 
2,811

 
 
 
2,811

Restructuring recoveries, net
 
 
 
1,476

 
(1,476
)
 
 
 
(1,476
)
Tax adjustment
 
 
 
 
 
 
 
55

 
(55
)
Stock-based compensation included in:
 
 
 
 
 
 
 
 
 
 
Cost of products revenues
 
139

 
 
 
139

 
 
 
139

Cost of services revenues
 
268

 
 
 
268

 
 
 
268

Research and development expenses
 
 
 
(472
)
 
472

 
 
 
472

Marketing and selling expenses
 
 
 
(1,218
)
 
1,218

 
 
 
1,218

General and administrative expenses
 
 
 
(2,036
)
 
2,036

 
 
 
2,036

Non-GAAP
 
$
88,239

 
$
86,297

 
$
1,942

 
$
1,012

 
$
630

Weighted-average shares outstanding - diluted
 
 
 
 
 
 
 
 
 
38,686

Non-GAAP net income per share - diluted
 
 
 
 
 
 
 
 
 
$
0.02