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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 23, 2007
ACME PACKET, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-33041 |
04-3526641 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(781) 328-4400
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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 from Operations and Financial Condition
On February 7, 2007, Acme Packet, Inc. (the Company) issued a press release and filed a Current Report on Form 8-K (the Earnings Release) to announce its financial results for the fourth quarter and fiscal year ended December 31, 2006. The Company has determined that, while the total amount of GAAP net income and the total amount of non-GAAP net income(1) of $28.9 million and $25.0 million, respectively, as previously reported for the year ended December 31, 2006 in the Earnings Release is correct, the calculation of net income per share, on both a basic and diluted basis, for the year ended December 31, 2006 as reported in the Earnings Release was incorrect due to an error in determining the weighted average number of common shares used in those calculations. The portion of the Companys preferred stock outstanding prior to their conversion into common stock upon the closing of the Companys initial public offering was inadvertently excluded from the calculation.
GAAP basic earnings per share for the year ended December 31, 2006, is $0.57 per share, rather than $1.14 per share as previously reported in the Earnings Release, and GAAP diluted earnings per share for the year ended December 31, 2006, is $0.50 per share rather than the $0.89 per share as previously reported in the Earnings Release. Non-GAAP basic earnings per share(1) for the year ended December 31, 2006, is $0.49 per share rather than the $0.98 per share as previously reported in the Earnings Release, and non-GAAP diluted earnings per share(1) for the year ended December 31, 2006 is $0.43 per share rather than the $0.77 per share as previously reported in the Earnings Release. These changes in the earnings per share calculations have no effect on net income on both a GAAP and non-GAAP basis for the year ended December 31, 2006 as previously reported in the Earnings Release. These changes in the earnings per share calculations did not result in a difference from the net income or net income per share for the three months ended December 31, 2006 as previously reported in the Earnings Release.
The following is a reconciliation of the previously reported weighted average number of common shares used in calculating basic and diluted earnings per share to what will be reported in the Companys 2006 Form 10-K, for the year ended December 31, 2006:
Basic Earnings Per Share: |
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(in thousands, except share and per share data) |
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GAAP net income, as previously reported and unchanged |
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$ |
28,864 |
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Non-GAAP net income(1), as previously reported and unchanged |
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$ |
24,956 |
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Weighted-average number of common shares used in computing basic net income per share, as previously reported |
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25,391,055 |
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Weighted-average number of common shares, assuming the conversion of all convertible preferred stock on the original date of issuance |
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25,046,746 |
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Weighted-average number of common shares used in recalculating basic net income per share |
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50,437,801 |
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GAAP net income per share applicable to common stockholders, as previously reported |
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$ |
1.14 |
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GAAP net income per share applicable to common stockholders, as recalculated |
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$ |
0.57 |
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Non-GAAP net income(1) per share applicable to common stockholders, as previously reported |
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$ |
0.98 |
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Non-GAAP net income per share(1) applicable to common stockholders, as recalculated |
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$ |
0.49 |
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Diluted Earnings Per Share:, |
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(in thousands, except share and per share data) |
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GAAP net income, as previously reported and unchanged |
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$ |
28,864 |
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Non-GAAP net income(1), as previously reported and unchanged |
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$ |
24,956 |
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Weighted-average number of common shares used in computing diluted net income per share, as previously reported |
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32,372,050 |
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Weighted-average number of common shares, assuming the conversion of all convertible preferred stock on the original date of issuance |
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25,046,746 |
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Weighted-average number of common shares used in recalculating diluted net income per share |
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57,418,796 |
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GAAP net income per share applicable to common stockholders, as previously reported |
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$ |
0.89 |
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GAAP net income per share applicable to common stockholders, as recalculated |
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$ |
0.50 |
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Non-GAAP net income(1) per share applicable to common stockholders, as previously reported |
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$ |
0.77 |
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Non-GAAP net income(1) per share applicable to common stockholders, as recalculated |
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$ |
0.43 |
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The information in this report (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(in thousands, except per share data)
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Twelve Months Ended |
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December 31, |
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December 31 |
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(unaudited) |
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Reconciliation of non-GAAP net income (loss) (1): |
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Net income (loss) |
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$ |
28,864 |
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$ |
(35 |
) |
Adjustments: |
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Stock-based compensation, net of taxes |
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867 |
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Benefit related to the release of deferred tax asset valuation allowance |
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(4,775 |
) |
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Non-GAAP net income (loss) (1) |
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$ |
24,956 |
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$ |
(35 |
) |
(1) The Company uses the financial measures non-GAAP net income and non-GAAP net income per share to supplement its consolidated financial statements, which are presented in accordance with accounting principles generally accepted in the United States (GAAP). The presentation of non-GAAP net income and non-GAAP net income per share is not meant to be a substitute for net income or net income per share, respectively, presented in accordance with GAAP but rather should be evaluated in conjunction with net income and net income per share. The Companys management believes that the presentation of non-GAAP net income and non-GAAP net income per share provides useful information to investors because
this financial measure excludes stock-based compensation charges which are non-cash charges and the impact of the release of the deferred tax asset valuation allowance. Management does not consider these items to be part of the Companys on-going operating activities or meaningful in evaluating the Companys past financial performance or future prospects. With respect to non-GAAP net income and non-GAAP net income per share relating to fiscal year 2006, the benefit of the release of the Companys deferred tax asset valuation allowance is a one-time event occurring in the fourth quarter of fiscal year 2006 and is not expected to reoccur in subsequent fiscal years. Management believes that excluding this one-time event is useful to investors because it is more representative of ongoing costs and therefore more comparable to historical operations. In addition, each of non-GAAP net income and non-GAAP net income per share is a primary financial indicator that the Companys management uses to evaluate the Companys financial results and forecast anticipated financial results for future periods. Management also uses these non-GAAP figures to make financial and operational decisions as these numbers exclude non-operational activities. These non-GAAP measures should not be considered measures of the Companys liquidity. The Companys definition of non-GAAP net income and/or non-GAAP net income per share may differ from similar measures used by other companies and may differ from period to period. From time to time, subject to the review and approval of the audit committee of the Board of Directors, management may make other adjustments for expenses and gains that it does not consider reflective of core operating performance in a particular period and may modify non-GAAP net income and/or non-GAAP net income per share by excluding these expenses and gains.
[Remainder of page intentionally left blank. Signatures follow.]
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 hereunto duly authorized.
Date: February 26, 2007
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Acme Packet, Inc. |
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By: |
/s/ KEITH SEIDMAN |
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Name: Keith Seidman |
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Title: Chief Financial Officer |
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Compare this 10-K Annual Report to its predecessor by reading our highlights to see what text and tables were removed , added and changed by Acme Packet Inc.
Acme Packet Inc's Definitive Proxy Statement (Form DEF 14A) filed after their 2007 10-K Annual Report includes:
Material Contracts, Statements, Certifications & more
Acme Packet Inc provided additional information to their SEC Filing as exhibits
Ticker: APKT
CIK: 1130258
Form Type: 10-K Annual Report
Accession Number: 0001104659-07-019671
Submitted to the SEC: Thu Mar 15 2007 7:50:48 PM EST
Accepted by the SEC: Fri Mar 16 2007
Period: Sunday, December 31, 2006
Industry: Computer Communications Equipment