ADBE » Topics » Equity Compensation Plan Information

This excerpt taken from the ADBE DEF 14A filed Feb 24, 2006.
Equity Compensation Plan Information

The following table gives information about our common stock that may be issued under our existing equity compensation plans as of December 2, 2005, including our 1996 Outside Directors Stock Option Plan (the “1996 Plan”), 1997 Employee Stock Purchase Plan, 2003 Plan and 1994 Plan:

 

 

Equity Compensation Plan Information

 

Plan Category

 

 

 

Number of securities to
be issued upon exercise
of outstanding options

 

Weighted average
exercise price of
outstanding options

 

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in first column)

 

Equity compensation plans approved by stockholders

 

 

65,251,284

 

 

 

$

21.76

 

 

 

52,533,618

(1)

 

Equity compensation plans not approved by stockholders(2)

 

 

 

 

 

 

 

 

 

 


(1)          Includes 5.5 million shares and 22.8 million shares, respectively, which are reserved for issuance under the 1994 Plan and the 1997 Employee Stock Purchase Plan as of December 2, 2005.

(2)          On December 3, 2005, in connection with our acquisition of Macromedia, we assumed the outstanding stock awards and the shares remaining available for future issuance under various equity incentive plans maintained by Macromedia.

In connection with this, effective December 3, 2005, our Board adopted the Adobe Systems Incorporated 2005 Equity Incentive Assumption Plan (the “Assumption Plan”). The Assumption Plan permits the grant of nonstatutory stock options, stock appreciation rights, stock purchase rights, stock bonuses, performance shares, and performance units. The Assumption Plan has not been approved by our stockholders. The terms and conditions of such stock awards under the Assumption Plan are substantially similar to those under the 2003 Plan, which was last approved by our stockholders on April 28, 2005. In accordance with applicable NASDAQ listing requirements, we  may grant new stock awards under the Assumption Plan to our employees who were not employed by or providing services to us or any of our affiliates (other than Macromedia and its affiliates and subsidiaries) prior to December 3, 2005.

Under the Assumption Plan, an aggregate of 8,838,874 shares of our common stock is reserved for issuance. Such share reserve consists solely of the unused and converted share reserves and potential reversions to the share reserves as of December 3, 2005, with respect to the Macromedia plans. The share reserve is divided into Reserve A and Reserve B.  Reserve A consists of 190,678 shares of our

29




common stock which includes the unused share reserve of and potential reversions to the Andromedia, Inc. 1999 Stock Plan. Reserve B consists of 8,648,196 shares of our common stock which includes the unused share reserve of and potential reversions to the (i) Macromedia, Inc. 2002 Equity Incentive Plan, (ii) Allaire Corp. 1997 Stock Incentive Plan, (iii) Allaire Corporation 1998 Stock Incentive Plan, and (iv) Allaire Corporation 2000 Stock Incentive Plan. In the event of the forfeiture or expiration of any stock awards granted under the Macromedia plans, the shares of our common stock associated with such forfeited or expired stock awards will become available for award pursuant to the terms of Reserve A or Reserve B, as applicable. No stock awards may be made from Reserve A after August 1, 2009, and no stock awards may be made from Reserve B after November 10, 2014. The Assumption Plan limits the number of shares that may be issued in the form of stock purchase rights, stock bonuses, performance shares, or performance units to 100,000 shares of our common stock. Our Board may terminate or amend the Assumption Plan at any time subject to applicable rules.

In the event of a sale of substantially all of our voting stock, a merger involving us, the sale of substantially all of our assets, or a liquidation or dissolution of us, stock awards may be assumed or substituted by a successor entity. In the event that a successor entity elects not to assume or substitute for such stock awards, the stock awards will become fully vested.

This excerpt taken from the ADBE 10-K filed Feb 8, 2006.

Equity Compensation Plan Information

        The following table gives information about our common stock that may be issued under our existing equity compensation plans as of December 2, 2005:

Plan Category

  Number of Securities to Be Issued Upon Exercise of Outstanding Options
(a)

  Weighted Average Exercise Price of Outstanding Options
(b)

  Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(c)

Equity compensation plans approved by stockholders   65,251,284   $ 21.76   52,533,618*

*
Includes 5.5 million shares and 22.8 million shares, respectively, which are reserved for issuance under the 1994 Performance and Restricted Stock Plan and the 1997 Employee Stock Purchase Plan as of December 2, 2005.


LIQUIDITY AND CAPITAL RESOURCES

 
  Fiscal
2005

  % Change
2005 to 2004

  Fiscal
2004

  % Change
2004 to 2003

  Fiscal
2003

Cash, cash equivalents and short-term investments   $ 1,700.8   30 % $ 1,313.2   20 % $ 1,096.5
Working capital     1,528.2   38 %   1,107.1   24 %   892.5
Stockholders' equity   $ 1,864.3   31 % $ 1,423.5   29 % $ 1,100.8

        Our primary source of cash is receipts from revenue. The primary uses of cash are payroll (salaries, bonuses, and benefits), general operating expenses (marketing, travel, office rent) and cost of product revenue. Another source of cash is proceeds from the exercise of employee options and another use of cash is our stock repurchase program, which is detailed below.

        In fiscal 2005, we reclassified all auction rate securities and variable rate demand obligations to short-term investments pursuant to an interpretation of Statement of Financial Accounting Standards No. 95 ("SFAS 95"), "Statement of Cash Flows" relating to the definition of cash equivalents. This interpretation and subsequent reclassification has resulted in a presentation of our consolidated balance sheet that may understate the true liquidity of our fixed income portfolio. As of December 2, 2005, $158.2 million of the securities now classified as short-term investments have structural features that allow us to sell the securities at par within 90 days and thus retain similar liquidity characteristics as cash equivalents.

        Cash provided by operating activities for fiscal 2005, of $730.4 million, primarily comprised net income, net of non-cash related expenses. Working capital sources of cash were increases in accrued expenses, income taxes payable and deferred revenue. Accrued expenses increased primarily due to compensation related costs and marketing expenses. Income taxes payable increased as a result of higher current tax liabilities related to repatriation of certain foreign earnings and overall increased taxable income. Deferred revenue increased primarily due to increased maintenance and support obligations. Working capital uses of cash included increases in trade receivables and other current assets. Our accounts receivable increased due to higher revenue during the period. As compared to fiscal 2004, our days sales outstanding in trade receivables ("DSO") was 31 days, one day higher than fiscal 2004. Other current assets increased due to an increase in prepaid expenses primarily related to acquisition costs.

        Cash provided by operating activities for fiscal 2004, of $683.7, million primarily comprised net income, net of non-cash related expenses. Working capital sources of cash were increases in accrued expenses, deferred revenue and a decrease in accounts receivable. Accrued expenses increased primarily

55



due to compensation related costs. Deferred revenue increased primarily due to increased maintenance and support obligations. Our accounts receivable decreased due to increased levels of cash collections. Our trade DSO decreased from 37 days at November 28, 2003 to 30 days at December 3, 2004. Working capital uses of cash included a decrease in income taxes payable due to tax payments made for both agreed and disputed tax assessments.

        Cash provided by operating activities for fiscal 2003, of $433.1 million, primarily comprised net income, net of non-cash related expenses, and increases in accrued expenses, income taxes payable and deferred revenue. Accrued expenses increased primarily due to incentive compensation related costs, sales and marketing programs, legal fees and accruals for major product releases. Income taxes payable increased due to an increase in taxable income. Deferred revenue increased primarily due to increased maintenance obligations. These increases were partially offset by an increase in receivables at the end of the year and a decrease in accrued restructuring charges. The increase in receivables was primarily due to the increase in revenues during the year and the launch of our new Creative Suites and related CS products at the end of the year. The decrease in accrued restructuring is primarily due to the payments of severance and facility costs.

        Net cash used for investing activities in fiscal 2005 of $320.4 million decreased from net cash used in fiscal 2004 of $330.3 million because there was not an investment in a lease receivable (related to our corporate headquarter office buildings) in 2005 as there was in 2004. This was partially offset by higher net purchases of short-term investments in fiscal 2005. Net cash used for investing activities in fiscal 2004 decreased from net cash used in fiscal 2003 of $577.8 million due primarily to lower net purchases of short-term investments in fiscal 2004.

        Cash used for financing activities in fiscal 2005 of $246.6 million increased from cash used in fiscal 2004 of $224.5 million primarily due to a decrease in proceeds received from the re-issuance of treasury stock as a result of a lower number of options being exercised. Cash used for financing activities in fiscal 2004 increased from the cash provided in fiscal 2003 of $117.0 million primarily due to repurchases of stock. Cash used for stock repurchases during fiscal 2004 increased from fiscal 2003 due to a higher average cost per share, a higher number of shares being repurchased and remaining prepayments related to stock repurchase agreements (see the section titled "Stock Repurchase Program I—On-Going Dilution").

        We discontinued our quarterly cash dividend after the payment of the dividend for the first quarter of fiscal 2005. We intend to use the cash previously used to pay the quarterly dividend for our ongoing stock repurchase programs. Under the terms of our lease agreements for our San Jose headquarters, we are not prohibited from paying cash dividends unless an event of default occurs.

        We expect to continue our investing activities, including investments in short-term and long-term investments and purchases of computer systems for research and development, sales and marketing, product support, and administrative staff. Furthermore, cash reserves may be used to repurchase stock under our stock repurchase programs and strategically acquire software companies, products or technologies that are complementary to our business.

        Adobe uses professional investment management firms to manage most of our invested cash. External investment firms managed, on average, 88% of Adobe's invested balances during fiscal 2005. Within the U.S., the fixed income portfolio is primarily invested in municipal bonds. Outside of the U.S., our fixed income portfolio is primarily invested in U.S. Treasury notes and other sovereign obligations, and highly rated corporate notes. The balance of the fixed income portfolio is managed internally and invested primarily in money market funds for working capital purposes. All investments are made according to policies approved by the Board of Directors.

        During fiscal 2005, we completed our evaluation of the repatriation provisions of the AJCA and repatriated $558.3 million of certain foreign earnings. The effect of the repatriation was to increase liquidity in the United States with a corresponding reduction in liquidity in foreign subsidiaries. We expect

56



that our foreign subsidiaries will have sufficient positive cash flow from operations to meet ongoing liquidity needs over the next 12 months. Further information regarding the tax effects of the AJCA can be found in Note 8 of our Notes to Consolidated Financial Statements.

        Our existing cash, cash equivalents and investment balances may decline during fiscal 2006 in the event of a weakening of the economy or changes in our planned cash outlay. However, based on our current business plan and revenue prospects, we believe that our existing balances together with our anticipated cash flows from operations will be sufficient to meet our working capital and operating resource expenditure requirements for the next twelve months. Cash from operations could be affected by various risks and uncertainties, including, but not limited to the risks detailed in the section entitled "Business—Risk Factors." Also, while we currently have no committed lines of credit, we believe that our banking relationships and good credit should afford us the opportunity to raise sufficient debt in the bank or public market, if required.

This excerpt taken from the ADBE 10-Q filed Oct 5, 2005.
Equity Compensation Plan Information

The following table gives information about our common stock that may be issued upon the exercise of options under our existing equity compensation plans as of September 2, 2005:

 

 

Equity Compensation Plan Information

 

Plan Category

 

 

 

Number of Securities
to Be Issued Upon
Exercise of
Outstanding Options
(a)

 

Weighted Average
Exercise Price of
Outstanding Options
(b)

 

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)

 

Equity compensation plans approved by stockholders

 

 

72,126,931

 

 

 

$

21.06

 

 

 

52,636,609 

*

 


*                    Includes 5.5 million shares and 22.8 million shares which are reserved for issuance under the 1994 Performance and Restricted Stock Plan and the 1997 Employee Stock Purchase Plan as of September 2, 2005, respectively.

This excerpt taken from the ADBE 10-Q filed Jul 7, 2005.

Equity Compensation Plan Information

        The following table gives information about our common stock that may be issued upon the exercise of options under our existing equity compensation plans as of June 3, 2005:

 
  Equity Compensation Plan Information
 
Plan Category

  Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
(a)

  Weighted Average
Exercise Price of
Outstanding Options
(b)

  Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))
(c)

 
Equity compensation plans approved by stockholders   74,137,731   $ 20.86   53,730,668 *

*
Includes 5.5 million shares and 23.9 million shares which are reserved for issuance under the 1994 Performance and Restricted Stock Plan and the 1997 Employee Stock Purchase Plan as of June 3, 2005, respectively.


LIQUIDITY AND CAPITAL RESOURCES

 
  June 3,
2005

  December 3,
2004

  Percent
Change

 
Cash, cash equivalents and short-term investments   $ 1,690.6   $ 1,313.2   29 %
Working capital   $ 1,481.6   $ 1,099.6   35 %
Stockholders' equity   $ 1,869.9   $ 1,423.5   31 %

        Our primary source of cash is receipts from revenue. The primary uses of cash are payroll (salaries, bonuses, and benefits), general operating expenses (marketing, travel, office rent) and cost of product revenue. Another source of cash is proceeds from the exercise of employee options and participation in the employee stock purchase plan and another use of cash is our stock repurchase program, which is detailed below.

43



        In 2005, we reclassified all auction rate securities and variable rate demand obligations to short-term investments pursuant to the recent interpretation of SFAS 95 relating to the definition of cash equivalents. This interpretation and subsequent reclassification has resulted in a presentation of our consolidated balance sheet that may not reflect the true liquidity of our fixed income portfolio. As of June 3, 2005, $231.8 million of the securities now classified as short-term investments have structural features that will allow us the opportunity to put back the securities at par within 90 days and thus retain the same liquidity characteristics as cash equivalents.

        Cash provided by operating activities in the six months ended June 3, 2005, primarily comprised net income, net of non-cash related expenses. Working capital sources of cash were increases in income taxes payable and accrued expenses. Income taxes payable increased as a result of higher tax liabilities related to the planned repatriation of certain foreign earnings and overall increased taxable income. Accrued expenses increased primarily due to compensation costs. Working capital uses of cash included increases in trade receivables and other current assets. As compared to the same period last year, our days sales outstanding in trade receivables ("DSO") increased from 23 days to 32 days. Our accounts receivable and DSO increased due to increased shipments for our new Creative Suite 2.0 launch in the last month of the period. Other current assets increased due to an increase in prepaid expenses.

        Net cash used for investing activities increased in the six months ended June 3, 2005 as compared to the same period last year primarily due to higher net purchases of short-term investments in fiscal 2005. We expect to continue to invest in short-term investments and purchase additional property and equipment to support our growth.

        Net cash provided by financing activities increased in the six months ended June 3, 2005 as compared to the same period last year due to a higher number of options being exercised as well as a higher option exercise price. Cash provided during the six months ended June 3, 2005 was partially offset by repurchases of stock. Cash used for stock repurchases during fiscal 2005 decreased from the prior year due to a lower number of shares being repurchased.

        Under the terms of our lease agreements for our San Jose headquarters, we are not prohibited from paying cash dividends unless an event of default occurs. We discontinued our quarterly cash dividend after the payment of the dividend for the first quarter of fiscal 2005. We intend to use the cash previously used to pay the quarterly dividend for our ongoing stock repurchase programs.

        We expect to continue our investing activities, including investments in short-term and long-term investments and purchases of computer systems for research and development, sales and marketing, product support, and administrative staff. Furthermore, cash reserves may be used to repurchase stock under our stock repurchase programs and strategically acquire companies, products or technologies that are complementary to our business.

        Adobe uses professional investment management firms to manage most of our invested cash. External investment firms managed 90% of Adobe's invested balances during the second quarter of 2005. Within the U.S., the fixed income portfolio is primarily invested in municipal bonds. Outside of the U.S., our fixed income portfolio is primarily invested in U.S. Treasury notes and other sovereign obligations, and highly rated corporate notes. The balance of the fixed income portfolio is managed internally and invested primarily in money market funds for working capital purposes. All investments are made according to guidelines and within compliance of policies approved by the Board of Directors.

        During the first quarter of fiscal 2005, we completed our evaluation of the repatriation provisions of the AJCA and made a determination for a planned repatriation of $555.0 million of certain foreign earnings. During the second quarter, the first installment of the repatriation of certain foreign earnings of $160.0 million was completed. The remaining repatriation will occur during the third and fourth quarters of fiscal 2005. The effect of the repatriation will be to increase liquidity in the United States with a corresponding reduction in liquidity in foreign subsidiaries. We expect that our foreign subsidiaries will

44



have sufficient positive cash flow from operations to meet ongoing liquidity needs over the next 12 months. Further information regarding the tax effects of the AJCA can be found in Note 6 of our Notes to Condensed Consolidated Financial Statements.

        Our existing cash, cash equivalents, and investment balances may decline during fiscal 2005 in the event of weakening of the economy or changes in our planned cash outlay. However, based on our current business plan and revenue prospects, we believe that our existing balances together with our anticipated cash flows from operations will be sufficient to meet our working capital and operating resource expenditure requirements for the next twelve months. Cash from operations could be affected by various risks and uncertainties, including, but not limited to the risks detailed in the section "Factors That May Affect Future Performance." Also, while we currently have no committed lines of credit, we believe that our banking relationships and good credit should afford us the opportunity to raise sufficient debt in the bank or public market, if required.

This excerpt taken from the ADBE 10-Q filed Apr 12, 2005.

Equity Compensation Plan Information

        The following table gives information about our common stock that may be issued upon the exercise of options under our existing equity compensation plans as of March 4, 2005:

 
  Equity Compensation Plan Information
Plan Category

  Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
(a)

  Weighted Average
Exercise Price of
Outstanding Options
(b)

  Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)

Equity compensation plans approved by security holders   35,060,120   $ 38.16   22,599,065*

*
Includes 2.7 million shares and 12.0 million shares which are reserved for issuance under the 1994 Performance and Restricted Stock Plan and the 1997 Employee Stock Purchase Plan as of March 4, 2005, respectively.


LIQUIDITY AND CAPITAL RESOURCES

 
  March 4,
2005

  December 3,
2004

  Percent
Change

 
Cash, cash equivalents and short-term investments   $ 1,467.1   $ 1,313.3   12 %
Working capital   $ 1,215.8   $ 1,099.6   11 %
Stockholders' equity   $ 1,624.6   $ 1,423.5   14 %

38


        Our primary source of cash is receipts from revenue. The primary uses of cash are payroll (salaries, bonuses, and benefits), general operating expenses (marketing, travel, office rent) and cost of product revenue. Another source of cash is proceeds from the exercise of employee options and another use of cash is our stock repurchase program, which is detailed below.

        In 2005, we reclassified all auction rate securities and variable rate demand obligations to short-term investments pursuant to the recent interpretation of SFAS 95 relating to the definition of cash equivalents. This interpretation and subsequent reclassification has resulted in a presentation of our consolidated balance sheet that may not reflect the true liquidity of our bond portfolios. As of March 4, 2005, $119.2 million of the bonds now classified as short-term investments have structural features that will allow us the opportunity to put back the bonds at par within 90 days and thus retain the same liquidity characteristics as cash equivalents.

        Net cash provided by operating activities in the first quarter of fiscal 2005 of $164.1 million, primarily comprised net income, net of non-cash related expenses. The primary working capital source of cash was an increase in income taxes payable due to an increase in tax liabilities related to the planned repatriation of certain foreign earnings. Working capital uses of cash included an increase in other assets and a decrease in accrued expenses. Other assets increased primarily due to an increase in prepaid expenses and accrued expenses decreased primarily due to compensation costs.

        Net cash used for investing activities in the first quarter of fiscal 2005 of $227.5 million increased from $151.3 million net cash used in the first quarter of fiscal 2004, primarily due to higher net purchases of short-term investments in fiscal 2005. Additionally, during the first quarter of fiscal 2005 we paid cash for the acquisition of OKYZ. We expect to continue to invest in short-term investments and purchase additional property and equipment to support our growth.

        Net cash provided for financing activities in the first quarter of fiscal 2005 of $22.9 million increased from the $18.2 million cash used in the first quarter of fiscal 2004 due to a higher number of options being exercised as well as a higher option exercise price. Cash provided during the first quarter of fiscal 2005 was partially offset by repurchases of stock. Cash used for stock repurchases during fiscal 2005 increased from the prior year due to a higher average cost per share, a higher number of shares being repurchased, and remaining prepayments related to stock repurchase agreements.

        We have paid cash dividends on our common stock each quarter since the second quarter of 1988. Adobe's Board of Directors declared a cash dividend on our common stock of $0.0125 per common share for the first quarter of fiscal 2005. Under the terms of our lease agreements for our San Jose headquarters, we are not prohibited from paying cash dividends unless an event of default occurs. On March 16, 2005 our Board of Directors approved a two-for-one stock split, in the form of a stock dividend, of our common stock payable on May 23, 2005 for stockholders of record as of May 2, 2005. We will discontinue our quarterly dividend after the payment of the dividend for the first quarter of fiscal 2005. We intend to use the cash used to pay the quarterly dividend for our ongoing stock repurchase programs.

        We expect to continue our investing activities, including investments in short-term and long-term investments and purchases of computer systems for research and development, sales and marketing, product support, and administrative staff. Furthermore, cash reserves may be used to repurchase stock under our stock repurchase programs and strategically acquire companies, products or technologies that are complementary to our business.

        Adobe uses professional investment management firms to manage most of our invested cash. External investment firms actively managed 89% of Adobe's invested balances during the first quarter of 2005. The fixed income portfolio is primarily invested in municipal bonds within the U.S. and in highly rated corporate and sovereign obligations outside of the U.S. The balance of the fixed income portfolio is managed internally and invested primarily in money market funds for working capital purposes. All investments are made according to guidelines and within compliance of policies approved by the Board of Directors.

39



        Our existing cash, cash equivalents, and investment balances may decline during fiscal 2005 in the event of weakening of the economy or changes in our planned cash outlay. However, based on our current business plan and revenue prospects, we believe that our existing balances together with our anticipated cash flows from operations will be sufficient to meet our working capital and operating resource expenditure requirements for the next twelve months. Cash from operations could be affected by various risks and uncertainties, including, but not limited to the risks detailed in the section "Factors That May Affect Future Performance." Also, while we currently have no committed lines of credit, we believe that our banking relationships and good credit should afford us the opportunity to raise sufficient debt in the bank or public market, if required.

This excerpt taken from the ADBE DEF 14A filed Mar 14, 2005.

Equity Compensation Plan Information

        The following table gives information about our common stock that may be issued under our existing equity compensation plans as of December 3, 2004, including our 1996 Plan, 1997 Employee Stock Purchase Plan, 2003 Plan, amended 1994 Performance and Restricted Stock Plan as well as outstanding shares remaining under our terminated 1984 Stock Option Plan, as amended, our terminated 1994 Stock Option Plan, and our terminated 1999 Equity Incentive Plan:

 
  Equity Compensation Plan Information
Plan Category

  Number of securities
to be issued upon
exercise of outstanding
options

  Weighted average
exercise price of
outstanding
options

  Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
first column

Equity compensation plans approved by stockholders   38,266,316   $ 37.04   23,766,048(1)
Equity compensation plans not approved by stockholders   N/A     N/A   N/A

(1)
Includes 2.8 million shares and 12.7 million shares, respectively, which are reserved for issuance under the 1994 Performance and Restricted Stock Plan and the 1997 Employee Stock Purchase Plan as of December 3, 2004.
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