q3200710q.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


FORM 10-Q
                                                                           (Mark One)
                                                                           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

OR
[  ] 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 1-12333

 
 
Iomega Corporation
(Exact name of registrant as specified in its charter)

Delaware
86-0385884
(State or other jurisdiction
of incorporation or organization)
(IRS employer identification number)

10955 Vista Sorrento Parkway, San Diego, CA 92130
 (Address of principal executive offices)

(858) 314-7000
 (Registrant’s telephone number, including area code)

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.    Yes x         No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule #12b-2 of the Exchange Act. (Check one):

Large accelerated filer o                                     Accelerated filer x                              Non-accelerated filer o 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes o         No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of October 31, 2007.

Common Stock, par value $0.03 1/3
54,763,820
(Title of each class)
(Number of shares)

IOMEGA CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
 
Page
                                                      
Note Regarding Forward-Looking Statements.......................................................................................................................
     
2
 

PART I - FINANCIAL STATEMENTS

Item 1.      Financial Statements (Unaudited)

  Condensed Consolidated Balance Sheets at September 30, 2007
                      and December 31, 2006.........................................................................................................................................
     
3
 

 
                      Ended September 30, 2007 and October 1, 2006................................................................................................
     
4
 

 
                      Ended September 30, 2007 and October 1, 2006...............................................................................................
     
5
 

 
                      Ended September 30, 2007 and October 1, 2006...............................................................................................
     
6
 

                  Notes to Condensed Consolidated Financial Statements..................................................................................
     
7
 

 
                     Condition and Results of Operations.................................................................................................................
     
25
 

Item 3.      Quantitative and Qualitative Disclosures About Market Risk..........................................................................
   
41
 

Item 4.      Controls and Procedures.........................................................................................................................................
     
41
 

PART II - OTHER INFORMATION

Item 1.      Legal Proceedings....................................................................................................................................................
     
42
 

Item 1A.  Risk Factors...............................................................................................................................................................
     
42
 

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds...........................................................................
   
49
 

Item 6.     Exhibits........................................................................................................................................................................
     
49
 

Signatures.................................................................................................................................................................................
     
50
 

Exhibit Index................................................................................................................................................................................
     
51
 
 
__________________________________
 
Copyright© 2007 Iomega Corporation.  All rights reserved.  Iomega, Zip, REV, StorCenter, iStorage, OfficeScreen and Jaz are either registered trademarks or trademarks of Iomega Corporation in the United States and/or other countries.  Certain other product names, brand names and company names may be trademarks or designations of their respective owners.
 
1

IOMEGA CORPORATION AND SUBSIDIARIES
NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Forward-Looking Statements
 
This document contains forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “contingency(ies),” “plans,” “forecasts,” “reserves,” goals,” “objectives” and other similar expressions, or the use of future tense. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. These forward-looking statements include, but are not limited to, statements concerning:

·  
Our goals for 2007, which are: (1) to continue to grow and deliver sustained profitability; (2) to further increase the size of our HDD business; (3) to continue to penetrate the high-growth NAS market; (4) to ramp REV® 70GB products and push for broad market adoption; (5) to grow our managed services business domestically and abroad; and (6) to continue to evaluate new opportunities where we can leverage our brand and channel assets;
·  
Our goal of increasing cash flow from operations;
·  
Our goal to achieve 2007 full year profitability and positive cash flow from operations through containing operating expense spending, growing HDD sales, maintaining or improving the gross margins of HDD and growing REV product sales;
·  
References to the ongoing efforts to complete our transition to a new distribution and logistics supplier;
·  
References to our fourth quarter being seasonally strong, or our summer months being seasonally slow in Europe due to holidays;
·  
Expected future taxes including taxes on repatriation of cash from Europe to the U.S.;
·  
References to expected volatility, expected term and value of stock options;
·  
The Section below entitled “Risk Factors”, including all discussions therein concerning things that could happen to Iomega®, its products, employees, profits or other aspects of the business in the future;
·  
All references to our focus or intended focus for our sales efforts and
·  
The belief that our balance of cash, cash equivalents and temporary investments, together with cash flows from future operations, will be sufficient to fund anticipated working capital requirements, funding of restructuring actions, capital expenditures and cash required for other activities for at least one year.

There are numerous factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements.  These factors include, without limitation, those set forth under the captions “Application of Critical Accounting Policies,” “Liquidity and Capital Resources”  and “Quantitative and Qualitative Disclosures About Market Risk” included in Items 2 and 3 of Part I and “Risk Factors” included in Item 1A of Part II of this Quarterly Report on Form 10-Q.  In addition, any forward-looking statements represent our estimates only as of the day this Quarterly Report was first filed with the SEC and undue reliance should not be placed on these statements.  Our forward looking statements do not include the potential impact of any mergers, acquisitions or divestitures that may be announced after the date hereof.  We specifically disclaim any obligation to update forward-looking statements, even if our estimates change.
 
2

IOMEGA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share data)

   
Sept. 30, 2007
   
Dec. 31, 2006
 
   
(Unaudited)
       
Current Assets:
           
Cash and cash equivalents
  $
53,356
    $
56,617
 
Restricted cash
   
92
     
88
 
Temporary investments
   
15,919
     
11,443
 
Trade receivables, less allowance for doubtful accounts of
$1,627 at Sept. 30, 2007 and $1,535 at Dec. 31, 2006
   
48,016
     
30,418
 
Inventories
   
68,183
     
42,593
 
Deferred income taxes
   
1,997
     
2,747
 
Other current assets
   
2,729
     
3,401
 
Total Current Assets
   
190,292
     
147,307
 
                 
Property and Equipment, at Cost
   
70,705
     
84,845
 
Accumulated Depreciation
    (66,247 )     (78,292 )
Net Property and Equipment
   
4,458
     
6,553
 
                 
Goodwill
   
9,818
     
12,451
 
Other Intangibles, Net
   
891
     
1,043
 
Other Assets
   
10
     
60
 
Total Assets
  $
205,469
    $
167,414
 
   
Current Liabilities:
               
Accounts payable
  $
72,145
    $
35,105
 
Other current liabilities
   
26,182
     
32,475
 
Income taxes payable
   
1,830
     
454
 
Total Current Liabilities
   
100,157
     
68,034
 
                 
Deferred Income Taxes
   
7,829
     
9,573
 
Other Liabilities
   
3,064
     
-
 
                 
Commitments and Contingencies (Notes 4 and 5)
               
                 
Stockholders’ Equity:
               
Common Stock, $0.03 1/3 par value - authorized 400,000,000
shares, issued 55,337,770 shares at September 30, 2007 and
55,307,270 shares at December 31, 2006
   
1,847
     
1,846
 
Additional paid-in capital
   
60,713
     
59,635
 
Less: 575,200 Common Stock treasury shares, at cost, at
September 30, 2007 and December 31, 2006
    (5,662 )     (5,662 )
Retained earnings
   
37,521
     
33,988
 
Total Stockholders’ Equity
   
94,419
     
89,807
 
Total Liabilities and Stockholders’ Equity
  $
205,469
    $
167,414
 

The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.

3

IOMEGA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

   
For the Three Months Ended
 
   
Sept. 30,
 2007
   
Oct. 1,
 2006
 
   
(Unaudited)
 
Sales
  $
80,667
    $
53,595
 
Cost of sales
   
67,714
     
41,379
 
Gross Margin
   
12,953
     
12,216
 
                 
Operating Expenses:
               
Selling, general and administrative
   
9,452
     
8,216
 
Research and development
   
1,872
     
1,904
 
Restructuring reversals
    (153 )     (211 )
Goodwill impairment charge
   
-
     
2,513
 
Bad debt expense
   
668
     
441
 
Total Operating Expenses
   
11,839
     
12,863
 
Operating income (loss)
   
1,114
      (647 )
                 
Interest income
   
792
     
722
 
Interest expense and other income (expense), net
    (64 )    
987
 
Income before income taxes
   
1,842
     
1,062
 
                 
Provision for income taxes
    (549 )     (209 )
Net Income
  $
1,293
    $
853
 
                 
Net Income Per Basic Share
  $
0.02
    $
0.02
 
Net Income Per Diluted Common Share
  $
0.02
    $
0.02
 
                 
Weighted Average Common Shares Outstanding
   
54,754
     
53,382
 
Weighted Average Common Shares Outstanding - Assuming Dilution
   
55,518
     
53,389
 


The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
4


IOMEGA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

   
For the Nine Months Ended
 
   
Sept. 30,
 2007
   
Oct. 1,
 2006
 
   
(Unaudited)
 
Sales
  $
215,970
    $
153,328
 
Cost of sales
   
176,575
     
122,518
 
Gross Margin
   
39,395
     
30,810
 
                 
Operating Expenses:
               
Selling, general and administrative
   
30,233
     
31,308
 
Research and development
   
5,395
     
6,946
 
Restructuring charges (reversals)
    (235 )    
4,358
 
Goodwill impairment charges
   
2,963
     
7,935
 
License and patent fee income
    (452 )     (1,085 )
Bad debt expense
   
302
     
166
 
Total Operating Expenses
   
38,206
     
49,628
 
Operating income (loss)
   
1,189
      (18,818 )
                 
Interest income
   
2,066
     
2,261
 
Interest expense and other income (expense), net
    (171 )    
852
 
Income (loss) before income taxes
   
3,084
      (15,705 )
                 
Benefit for income taxes
   
449
     
1,990
 
Net Income (Loss)
  $
3,533
    $ (13,715 )
                 
Net Income (Loss) Per Basic Share
  $
0.06
    $ (0.26 )
Net Income (Loss) Per Diluted Common Share
  $
0.06
    $ (0.26 )
                 
Weighted Average Common Shares Outstanding
   
54,741
     
52,230
 
Weighted Average Common Shares Outstanding - Assuming Dilution
   
55,093
     
52,230
 


The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
5

 
 IOMEGA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

   
For the Nine Months Ended
 
   
Sept. 30,
 2007
   
Oct. 1,
 2006
 
   
(Unaudited)
 
Cash Flows from Operating Activities:
           
Net income (loss)
  $
3,533
    $ (13,715 )
Adjustments to Reconcile Net Income (Loss) to Cash Flows from Operations:
               
Depreciation and amortization
   
2,445
     
3,538
 
Deferred income tax benefit
    (994 )     (3,978 )
Tax contingency releases
    (1,259 )    
-
 
Stock-related compensation expense
   
770
     
503
 
Goodwill impairment charges
   
2,963
     
7,935
 
Non-cash inventory write-offs (reversals)
   
691
      (780 )
Bad debt expense
   
302
     
166
 
Other
    (197 )     (541 )
Changes in Assets and Liabilities (net of effects of 2006 acquisition):
               
Restricted cash
    (4 )    
169
 
Trade receivables
    (17,900 )    
359
 
Inventories
    (26,281 )     (6,405 )
Other current assets
   
672
     
1,124
 
Accounts payable
   
37,040
      (4,119 )
Other current liabilities
    (207 )     (4,967 )
Accrued restructuring
    (1,763 )     (874 )
Income taxes
   
1,376
     
522
 
Net cash provided by (used in) operating activities
   
1,187
      (21,063 )
                 
Cash Flows from Investing Activities:
               
Purchases of property and equipment
    (301 )     (1,558 )
Proceeds from sales of assets
   
136
     
173
 
Purchases of temporary investments
    (20,206 )     (13,425 )
Sales of temporary investments
   
15,894
     
24,161
 
Payments associated with CSCI, Inc. acquisition
    (120 )     (4,339 )
Net change in other assets and other liabilities
   
50
     
7
 
Net cash provided by (used in) investing activities
    (4,547 )    
5,019
 
                 
Cash Flows from Financing Activities:
               
Proceeds from sales of Common Stock
   
99
     
416
 
Net cash provided by financing activities
   
99
     
416
 
Net Decrease in Total Cash and Cash Equivalents
    (3,261 )     (15,628 )
Total Cash and Cash Equivalents at Beginning of Period
   
56,617
     
70,943
 
Total Cash and Cash Equivalents at End of Period
  $
53,356
    $
55,315
 
                 
Non-Cash Investing and Financing Activities:
               
Issuance of treasury stock in CSCI, Inc. acquisition
  $
-
    $
7,000
 
Adjustment of CSCI, Inc. acquisition
  $
210
    $
-
 
                 

The accompanying notes to condensed consolidated financial statements are an
integral part of these statements
 
6

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
(1)  Operations and Significant Accounting Policies

In management’s opinion, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature which are necessary to present fairly our financial position as of September 30, 2007 and December 31, 2006, the results of operations for the quarter and nine months ended September 30, 2007 and October 1, 2006 and cash flows for the nine months ended September 30, 2007 and October 1, 2006.

The results of operations for the quarter and nine months ended September 30, 2007 are not necessarily indicative of the results to be expected for the entire year or for any future period.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our latest Annual Report on Form 10-K.

Reclassifications

Certain reclassifications have been made to the prior period’s notes to the condensed consolidated financial statements to conform to the current period’s presentation.

Inventories

Inventories include material costs and inventory related overhead costs and are recorded at the lower of cost (first-in, first-out) or market and consist of the following:

   
Sept. 30,
   
Dec. 31,
 
   
2007
   
2006
 
   
(In thousands)
 
             
Raw materials
  $
32,247
    $
16,475
 
Finished goods
   
35,936
     
26,118
 
    $
68,183
    $
42,593
 

We evaluate the carrying value of inventory on a quarterly basis to determine if the carrying value is recoverable at estimated selling prices (including known future price decreases).  We include product costs and direct selling expenses in our analysis of inventory realization.  To the extent that estimated selling prices do not exceed such costs and expenses, valuation reserves are established against inventories through a charge to cost of sales.  In addition, we generally consider inventory that is not expected to be sold within established timelines, as forecasted by our material requirements planning system, as excess and thus appropriate inventory reserves are established through a charge to cost of sales.
 
7

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(1)  Operations and Significant Accounting Policies (Continued)

Net Income (Loss) Per Common Share

Basic net income (loss) per common share (“Basic EPS”) excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted net income (loss) per common share (“Diluted EPS”) reflects the potential dilution that could occur if stock options or other contracts to issue common stock were exercised or converted into Common Stock.  The computation of Diluted EPS assumes no exercise or conversion of securities that would have an anti-dilutive effect on net income per common share.  In periods where losses are recorded, common stock equivalents would decrease the loss per share and therefore are not added to the weighted average shares outstanding.  Losses have been recorded for the nine months ended October 1, 2006, thus there was no dilution, as all outstanding options were considered anti-dilutive for this period.

The following is a reconciliation of the numerator and denominator of Basic EPS to the numerator and denominator of Diluted EPS for all periods presented.

   
Net Income (Loss) (Numerator)
   
Shares
(Denominator)
   
Per Share Amount
 
   
(In thousands, except per share data)
 
                   
For the Three Months Ended:
                 
September 30, 2007:
                 
Basic EPS
  $
1,293
     
54,754
    $
0.02
 
Effect of options
   
-
     
764
     
-
 
Diluted EPS
  $
1,293
     
55,518
    $
0.02
 
                         
October 1, 2006:
                       
Basic EPS
  $
853
     
53,382
    $
0.02
 
Effect of options
   
-
     
7
     
-
 
Diluted EPS
  $
853
     
53,389
    $
0.02
 
                         
For the Nine Months Ended:
                       
September 30, 2007:
                       
Basic EPS
  $
3,533
     
54,741
    $
0.06
 
Effect of options
   
-
     
352
     
-
 
Diluted EPS
  $
3,533
     
55,093
    $
0.06
 
                         
October 1, 2006:
                       
Basic EPS
  $ (13,715 )    
52,230
    $ (0.26 )
Effect of options
   
-
     
-
     
-
 
Diluted EPS
  $ (13,715 )    
52,230
    $ (0.26 )

8

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(1)  Operations and Significant Accounting Policies (Continued)

Net Income (Loss) Per Common Share (Continued)

The table below shows the number of outstanding options that had an exercise price greater than the average market price of the common shares (out of the money options) for the respective period and are excluded from the calculation, as they are antidilutive.  The average market price of our Common Stock was $5.28 for the three months ended September 30, 2007 and $2.67 for the three months ended October 1, 2006.  The average market price of our Common Stock was $4.37 for the nine months ended September 30, 2007 and $2.88 for the nine months ended October 1, 2006.

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
Sept. 30,
   
Oct. 1,
   
Sept. 30,
   
Oct. 1,
 
   
2007
   
2006
   
2007
   
2006
 
                         
Out of the money options
   
231,492
     
2,674,578
     
677,392
     
1,764,578
 

Stock Compensation Expense

Effective January 1, 2006, we adopted SFAS No. 123r, “Share-Based Payment”, (“SFAS 123r”) using the modified prospective transition method.  Because we elected to use the modified prospective transition method, results for prior periods have not been restated.

Our condensed consolidated statements of operations included $0.2 million of compensation expense related to stock-based compensation plans for the three months ended September 30, 2007 and $0.3 million for the three months ended October 1, 2006.

Our condensed consolidated statements of operations included $0.8 million of compensation expense related to stock-based compensation plans for the nine months ended September 30, 2007 and $0.5 million for the nine months ended October 1, 2006.

During the first quarter of 2006, we reduced our stock based compensation by $0.1 million due to a change in the estimated forfeiture rate as required by SFAS 123r.

Valuation and Amortization.  We use the Black-Scholes option-pricing model to estimate the fair value of each option grant on the date of grant or modification.  We amortize the fair value on an accelerated method for recognizing stock compensation expense over the vesting period of the option.
 
9

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(1)  Operations and Significant Accounting Policies (Continued)

Stock Compensation Expense (Continued)

Expected Term.  The expected term is the period of time that granted options are expected to be outstanding.  We estimate the expected term based on historical patterns of option exercises, which we believe reflect future exercise behavior.  We examined patterns in our historical data in order to ascertain if there were any discernable patterns of exercises for demographic characteristics (such as geographic, job level, plan and significantly out of the money exercise prices).

Expected Volatility.  We calculate volatility by using the historical stock prices going back over the estimated life of the option.

Risk-Free Interest Rate.  We base the risk-free interest rate used in the Black-Scholes option-valuation model on the market yield in effect at the time of option grant provided from the Federal Reserve Board’s Statistical Releases and Historical Publications from the Treasury constant maturities rates for the equivalent remaining terms.

Dividends.  We have no plans to pay cash dividends in the future.  Therefore, we use an expected dividend yield of zero in the Black-Scholes option-valuation model.

Forfeitures.  SFAS 123r requires us to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.  We use historical data to estimate pre-vesting option forfeitures and record share-based compensation expense only for those awards that are expected to vest.  In calculating the forfeiture rates we have excluded options that were significantly out of the money, primarily because they relate to older, fully vested awards.

We used the following assumptions to estimate the fair value of options granted for the three and nine months ended September 30, 2007 and October 1, 2006:

 
 For the Three Months Ended   
  For the Nine Months Ended   
               Assumption               
Sept. 30,
    2007    
Oct. 1,
    2006    
Sept. 30,
    2007    
Oct. 1,
    2006    
 
(In thousands)
         
Average expected term (in years)
5.2
3.9
5.2
3.9
Expected stock price volatility
39%
47%
39%
56%
Risk-free interest rate (range)
4.1 – 5.0%
4.6 – 4.9%
4.1 – 5.1%
4.3 - 5.1%
Expected dividends
Zero
Zero
Zero
Zero
 
10

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(1)  Operations and Significant Accounting Policies (Continued)

Accrued Warranty

We accrue for warranty costs based on estimated warranty return rates and estimated costs to repair.  We use a statistical-based model to estimate warranty accrual requirements.  The statistical model, used to project future returns, is based upon a rolling monthly calculation that computes the number of units required in the warranty reserve and is based upon monthly sales, actual returns and projected return rates.  Actual warranty costs are charged against the warranty reserve.  Factors that affect our warranty liability include the number of units sold, historical and anticipated rates of warranty returns and repair cost.  We review the adequacy of our recorded warranty liability on a quarterly basis and record the necessary adjustments to the warranty liability.

Changes in our warranty liability during all periods presented were as follows:

   
For the Three Months Ended
   
For the Nine Months Ended
 
   
Sept. 30 ,
   
Oct. 1,
   
Sept. 30,
   
Oct. 1,
 
   
2007
   
2006
   
2007
   
2006
 
   
(In thousands)
 
                         
Balance at beginning of period
  $
4,989
    $
4,077
    $
4,576
    $
4,973
 
Accruals/additions
   
1,341
     
1,372
     
4,612
     
3,009
 
Claims
    (1,163 )     (1,261 )     (4,021 )     (3,794 )
Balance at end of period
  $
5,167
    $
4,188
    $
5,167
    $
4,188
 
 
Recent Accounting Pronouncements

In September of 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS Statement No. 157, “Fair Value Measurements” (“SFAS 157”).  This statement provides enhanced guidance for using fair value to measure assets and liabilities.  This statement also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings.  SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value.  SFAS 157 does not expand the use of fair value in any new circumstances.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  We do not expect our adoption of this new standard to have a material impact on our financial position, results of operations or cash flows.

In February of 2007, the FASB issued SFAS Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We are currently assessing the impact of SFAS 159 on our financial results.
 
11

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(2)  Income Taxes

We adopted the provisions of FASB Interpretation Number 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”) on January 1, 2007.  As a result of the implementation of FIN 48, we recognized no material adjustment in the liability for unrecognized income tax benefits.  At the adoption date of January 1, 2007, we had $8.2 million of unrecognized tax benefits, $4.0 million of which would affect our effective tax rate if recognized.  Consistent with the provisions of FIN 48, we reclassified $4.0 million of income tax liabilities from current to non-current liabilities because payment of cash is not anticipated within one year of the balance sheet date.

As a result of the expiration of the statute of limitations on certain foreign income tax returns without notification of review by the taxing authorities during the second quarter of 2007, as described below, the total amount of unrecognized tax benefits was reduced by $1.4 million. During the third quarter of 2007, the total amount of unrecognized tax benefits was increased by $0.2 million as a result of preliminary findings of the Italian tax authorities.  At September 30, 2007, we have $4.6 million of unrecognized tax benefits, $2.8 million of which would affect our effective tax rate if recognized.

We recognize interest and penalties related to uncertain tax positions in income tax expense.  As of the date of adoption of FIN 48, we had accrued $0.3 million for the payment of interest and penalties relating to unrecognized tax benefits.  This amount was increased during the first quarter of 2007 by $0.1 million for additional accruals of interest and penalties, reduced during the second quarter of 2007 by $0.2 million for the release of accruals related to the expiration of the statute of limitations on certain foreign income tax returns without notification of review by the taxing authorities and was increased during the third quarter of 2007 by $0.1 million for the accrual of interest and penalties.  As of September 30, 2007, we have approximately $0.3 million of accrued interest related to uncertain tax positions, which was also reclassified from current to non-current liabilities upon adoption of FIN 48.

The tax years 2002-2006 remain open to examination by the Internal Revenue Service (“IRS”).  We are no longer subject to examination by the IRS for periods prior to 2002, although carryforward attributes that were generated prior to 2002 may still be adjusted upon examination by the IRS if they either have been or will be used in a future period.  Various state and foreign income tax returns are under examination by taxing authorities.  We do not believe that the outcome of any examination will have a material impact on our financial statements.

For the quarter ended September 30, 2007, we recorded a net income tax provision of $0.5 million on pre-tax income of $1.8 million.  This tax provision was primarily comprised of taxes provided on foreign earnings, foreign and domestic capital taxes and an increase in the deferred tax liability related to tax amortization of CSCI goodwill.

For the quarter ended October 1, 2006, we recorded a net income tax provision of $0.2 million on pre-tax income of $1.1 million.  This tax provision was primarily comprised of taxes provided on foreign earnings and foreign capital taxes, partially offset by a release of the deferred tax liability resulting from the goodwill impairment charge recognized.
 
12

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(2)  Income Taxes (Continued)

For the nine months ended September 30, 2007, we recorded a net income tax benefit of $0.4 million on pre-tax income of $3.1 million.  This net tax benefit was primarily comprised of a $1.6 million release of a contingency reserve related to a foreign tax exposure for which the statute of limitations expired in the second quarter of 2007 and releases of $1.2 million of deferred tax liabilities resulting from the goodwill impairment charges recognized, partially offset by taxes provided on foreign earnings, foreign and domestic capital taxes and an increase in deferred tax liabilities related to tax amortization on CSCI goodwill.

For the nine months ended October 1, 2006, we recorded an income tax benefit of $2.0 million on a pre-tax loss of $15.7 million.  This tax benefit was primarily comprised of a release of a deferred tax liability resulting from the goodwill impairment charges recognized and minor adjustments to the estimated foreign income taxes due to the filing of actual tax returns, partially offset by the accrual of foreign income and capital taxes.

(3)  Business Segment Information

We have six reportable segments, which are organized into three business categories as follows:

              Business Categories              
                    Reportable Segments                   
   
Consumer Products
1.  Consumer Storage Solutions
 
2.  Zip® Products
   
Business Products
3.  REV® Products
 
4.  Network Storage Systems
 
5.  Services
   
Other Products
6.  Other Products

Consumer Products

Our Consumer Products category is comprised of the Consumer Storage Solutions (“CSS”) segment and the Zip Products segment.

Our CSS segment involves the worldwide distribution and sale of various storage devices including external hard disk drives (“HDD”), CD-RW drives, DVD rewritable drives and external floppy disk drives.  HDD products account for the majority of this segment.

The Zip Products segment involves the distribution and sale of Zip drives and disks to retailers, distributors, resellers and OEMs.  We have ceased selling Zip drives to distributors or resellers in the European Union (“EU”) as of July 1, 2006, in the wake of the Restriction of Hazardous Substances (“RoHS”) lead free initiative.  Sales of Zip disks continue worldwide, including the European Union.
 
13

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(3)  Business Segment Information (Continued)

Business Products

Our Business Products category is comprised of the REV Products, the Network Storage Systems (“NSS”) and the Services segments.

Our REV Products segment involves the development, distribution and sale of REV drives and disks to retailers, distributors, OEMs and resellers throughout the world

Our NSS segment involves the development, distribution and sale of Network Attached Storage servers and Network HDD drives (which were previously reported under the CSS segment in the Consumer Products category) in the entry-level and low-end Network Attached Storage market.

Our Services segment consists of the operations of CSCI, Inc. (“CSCI”), including OfficeScreen® solutions and system integration, resale of email security from a third party and Iomega services such as iStorageTM.  We acquired CSCI in August of 2006; CSCI’s OfficeScreen managed security services include managing firewalls, VPNs and providing remote access for small businesses.  The Iomega services were previously reflected in the Other Products segment.

Other Products

Our Other Products segment consists of license and patent fee income (when not assigned to specific products) and products that have been discontinued or are otherwise immaterial, including Jaz, Iomega software products such as Iomega Automatic Backup software and other miscellaneous products.  iStorage and other services that were previously reflected in this segment have been reclassified to the Services segment under the Business Products category.

Product Operating Income (Loss)

Product operating income is defined as sales and other income related to a segment’s operations, less both fixed and variable product costs, and direct and allocated operating expenses.  Operating expenses are charged to the product segments primarily as a percentage of sales and on a direct method to a lesser extent.  When such costs and expenses exceed sales and other income, this is referred to as a product operating loss.  The accounting policies of the product segments are the same as those described in Note 1.  Intersegment sales, eliminated in consolidation, are not material.  Non-allocated operating expenses include restructuring charges and certain extraordinary expenses.

14

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(3)  Business Segment Information (Continued)

The information in the following table was derived directly from our internal segments’ financial information used for corporate management purposes.

Reportable Operating Segment Information:

   
For the Quarter Ended
   
For the Nine Months Ended
 
   
Sept. 30,
 2007  
   
Oct. 1,
 2006  
   
Sept. 30,
 2007  
   
Oct. 1,
 2006  
 
   
(In thousands)
 
Sales:
                       
Consumer Products:
                       
Consumer Storage Solutions
  $
60,685
    $
30,317
    $
153,262
    $
81,999
 
Zip Products
   
3,816
     
6,245
     
13,097
     
25,681
 
Total Consumer Products
   
64,501
     
36,562
     
166,359
     
107,680
 
Business Products:
                               
REV Products
   
8,981
     
11,201
     
29,388
     
30,869
 
Network Storage Systems
   
5,523
     
4,473
     
15,077
     
12,724
 
Services
   
1,653
     
1,254
     
4,898
     
1,515
 
Total Business Products
   
16,157
     
16,928
     
49,363
     
45,108
 
Other Products
   
9
     
105
     
248
     
540
 
Total Sales
  $
80,667
    $
53,595
    $
215,970
    $
153,328
 
                                 
Product Operating Income (Loss):
                               
Consumer Products:
                               
Consumer Storage Solutions
  $ (545 )   $ (1,744 )   $ (141 )   $ (11,666 )
Zip Products
   
1,224
     
767
     
1,804
     
1,874
 
Total Consumer Products
   
679
      (977 )    
1,663
      (9,792 )
Business Products:
                               
REV Products
   
204
      (367 )    
234
      (5,742 )
Network Storage Systems
   
566
     
464
     
211
     
884
 
Services
    (349 )     (53 )     (1,404 )    
174
 
Total Business Products
   
421
     
44
      (959 )     (4,684 )
Other Products
    (139 )    
75
     
250
     
1,011
 
Non-restructuring charge
   
-
     
     
-
      (995 )
Restructuring (charges) reversals
   
153
     
211
     
235
      (4,358 )
Total Operating Income (Loss)
  $
1,114
    $ (647 )   $
1,189
    $ (18,818 )

15

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(4)  Restructuring Charges/Reversals

We currently have restructuring reserves under two different restructuring actions: the 2005 restructuring actions and the 2004 restructuring actions.  The following table summarizes the reserve balances related to each of these restructuring actions:

   
Sept. 30,
   
Dec. 31,
 
   
2007
   
2006
 
   
(In thousands)
 
             
Other Current Liabilities:
           
Third Quarter 2001 restructuring actions
  $
-
    $
1,366
 
2003 restructuring actions
   
-
     
6
 
2004 restructuring actions
   
45
     
77
 
2005 restructuring actions
   
65
     
219
 
2006 restructuring actions
   
-
     
205
 
Total
  $
110
    $
1,873
 
                 
Fixed Asset Reserves:
               
2003 restructuring actions
  $
-
    $
114
 
2005 restructuring actions
   
38
     
131
 
Total
  $
38
    $
245
 

During each of the first, second and third quarters of 2007, we recorded a net restructuring release of approximately $0.1 million.

During the first quarter of 2006, we recorded restructuring charges of $0.3 million related to the 2006 restructuring actions.

During the second quarter of 2006, we recorded net restructuring charges of $4.3 million of which $1.5 million related to the 2001 restructuring actions; a $0.1 million release related to the 2004 restructuring actions and $2.9 million related to the 2006 restructuring actions.

During the third quarter of 2006, we recorded a restructuring benefit of $0.2 million related to the 2006 and 2005 restructuring actions.
 
16

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(4)  Restructuring Charges/Reversals (Continued)

These charges are described below under their respective caption.

2006 Restructuring Actions

During 2006, we recorded $3.0 million of net restructuring charges for the 2006 restructuring actions.  These charges included $2.7 million of cash charges for severance and benefits for approximately 90 personnel worldwide who were notified during the first and second quarters of 2006 that their positions were being eliminated, $0.2 million of cash charges for miscellaneous contract and lease cancellations and $0.1 million of non-cash charges related to excess furniture, leasehold improvements and other miscellaneous assets.  The $3.0 million was shown as restructuring expenses as a component of operating expenses.  None of these restructuring charges was allocated to any of our business segments.  The restructuring actions were part of an effort to align our cost structure with our expected future revenue levels and to reorganize our Company from a focus on autonomous geographic regions and products to a simplified functional organization.

During the first quarter of 2007, we recorded a restructuring benefit of less than $0.1 million related to severance and benefits because of lower than expected benefits.

During the second quarter of 2007, we recorded a restructuring benefit of less than $0.1 million related to international facilities.  Due to recent organization changes, we began utilizing a portion of the floor space that we had subleased to another company. During the third quarter of 2007, we recorded a restructuring benefit of approximately $0.1 million related to US facilities due to higher than expected sublease income.  As of September 30, 2007, we have made $2.7 million in cumulative cash payments related to the 2006 restructuring charges.

There are no remaining restructuring reserves at September 30, 2007.  Utilization of and other activity related to the 2006 restructuring reserves during the quarter ended September 30, 2007 are summarized below:

   
Balance
         
 Utilized 
   
Foreign
Currency
   
Balance
 
   
7/2/07
   
Reversals
   
Cash
   
Non-Cash
   
Changes
   
9/30/07
 
   
(In thousands)
 
2006 Restructuring Actions:
                                   
Lease termination costs (a)
  $
6
    $
-
    $ (6 )   $
    $
-
    $
-
 
Miscellaneous liabilities (a)
   
12
      (12 )    
-
     
-
     
     
-
 
    $
18
    $ (12 )   $ (6 )   $
-
    $
-
    $
-
 
                                                 
Balance Sheet Breakout:
                                               
Accrued restructuring charges (a)
  $
18
    $ (12 )   $ (6 )   $
-
    $
-
    $
-
 

(a)  
Amounts represent primarily cash charges.

17

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(4)  Restructuring Charges/Reversals (Continued)

2006 Restructuring Actions (Continued)

Utilization of and other activity related to the 2006 restructuring reserves during the nine months ended September 30, 2007 are summarized below:

   
Balance
         
 Utilized 
   
Foreign
Currency
   
Balance
 
   
12/31/06
   
Reversals
   
Cash
   
Non-Cash
   
Changes
   
9/30/07
 
   
(In thousands)
 
2006 Restructuring Actions:
                                   
Severance and benefits (a)
  $
133
    $ (39 )   $ (95 )   $
    $
1
    $
-
 
Lease termination costs (a)
   
58
      (19 )     (39 )    
     
-
     
-
 
Miscellaneous liabilities (a)
   
14
      (13 )     (1 )    
-
     
     
-
 
    $
205
    $ (71 )   $ (135 )   $
-
    $
1
    $
-
 
                                                 
Balance Sheet Breakout:
                                               
Accrued restructuring charges (a)
  $
205
    $ (71 )   $ (135 )   $
-
    $
1
    $
-
 

(a)  
 Amounts represent primarily cash charges.

2005 Restructuring Actions

During 2005, we recorded $5.7 million of restructuring charges for the 2005 restructuring actions.  These charges included $4.0 million of cash charges for severance and benefits for approximately 120 personnel worldwide who were notified during the third quarter of 2005 that their positions were being eliminated, $0.7 million of cash charges for miscellaneous contract cancellations, $0.5 million of cash charges for lease termination costs and $0.4 million of non-cash charges related to excess furniture, leasehold improvements and other miscellaneous assets.  The $5.7 million was shown as restructuring expenses as a component of operating expenses.  None of these restructuring charges was allocated to any of our business segments.  The restructuring actions were part of an effort to align our cost structure with our expected future revenue levels.

During 2006, we recorded $0.2 million of restructuring charges for the 2005 restructuring actions for lease cancellation due to our inability to sublease a facility in Texas.  This was more than offset by a $0.3 million release of restructuring reserves associated with miscellaneous contract obligations due to negotiating lower settlement amounts and excess severance and benefits.

During both the first and third quarters of 2007, we recorded a restructuring benefit of $0.1 million due to higher than expected sublease income.

We have made $5.0 million in cumulative cash payments related to the 2005 restructuring actions, of which less than $0.2 million was disbursed during 2007.
 
18

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(4)  Restructuring Charges/Reversals (Continued)

2005 Restructuring Actions (Continued)

Remaining restructuring reserves of less than $0.1 million are included in our accrued restructuring charges and less than $0.1 million are included in our fixed asset reserves at September 30, 2007.  Utilization of and other activity related to the 2005 restructuring reserves during the three months ended September 30, 2007 are summarized below:

   
Balance
         
Net Utilized 
   
Balance
 
   
7/2/07
   
Reversals
   
Cash
   
Non-Cash
   
9/30/07
 
   
(In thousands)
 
2005 Restructuring Actions:
                             
Lease termination costs (a)
  $
84
    $ (66 )   $
47
    $
    $
65
 
Lease related assets (b)
   
64
     
     
      (26 )    
38
 
    $
148
    $ (66 )   $
47
    $ (26 )   $
103
 
                                         
Balance Sheet Breakout:
                                       
Accrued restructuring charges (a)
  $
84
    $ (66 )   $
47
    $
    $
65
 
Fixed asset reserves (b)
   
64
     
     
      (26 )    
38
 
    $
148
    $ (66 )   $
47
    $ (26 )   $
103
 

(a)  
Amounts represent primarily cash charges.
    (b)  Amounts represent primarily non-cash charges.

Utilization of and other activity related to the 2005 restructuring reserves during the nine months ended September 30, 2007 are summarized below:

   
Balance
         
Utilized 
   
Balance
 
   
12/31/06
   
Reversals
   
Cash
   
Non-Cash
   
9/30/07
 
   
(In thousands)
 
2005 Restructuring Actions:
                             
Lease termination costs (a)
  $
219
    $ (147 )   $ (7 )   $
    $
65
 
Lease related assets (b)
   
131
     
     
      (93 )    
38
 
    $
350
    $ (147 )   $ 7 )   $ (93 )   $
103
 
                                         
Balance Sheet Breakout:
                                       
Accrued restructuring charges (a)
  $
219
    $ (147 )   $ (7 )   $
    $
65
 
Fixed asset reserves (b)
   
131
     
     
      (93 )    
38
 
    $
350
    $ (147 )   $ (7 )   $ (93 )   $
103
 

(a)  
Amounts represent primarily cash charges.
    (b)  Amounts represent primarily non-cash charges.

At September 30, 2007, lease payments are being made on a continuous monthly basis and this  lease expires in July of 2008.  We have entered into a sublease agreement on the leased facility and the lease related assets are being utilized by the tenant who is subleasing the facility.

19

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(4)  Restructuring Charges/Reversals (Continued)

2004 Restructuring Actions

During 2004, we recorded $3.7 million of restructuring charges for the 2004 restructuring actions, including $2.6 million of cash charges for severance and benefits for 108 regular and temporary personnel worldwide (approximately 19% of our worldwide workforce) who were notified by September 26, 2004 that their positions were being eliminated, $0.7 million of cash charges for lease termination costs and $0.4 million of non-cash charges related to excess furniture.  All of the $3.7 million of restructuring charges recorded during 2004 were shown as restructuring expenses as a component of operating expenses.  None of these restructuring charges was allocated to any of the business segments.

During 2006, we recorded $0.2 million of restructuring releases for the 2004 restructuring actions, including $0.1 million for lease termination costs and $0.1 million for furniture due to higher than estimated sales proceeds.

During the first quarter of 2007, we recorded an additional $0.1 million for lease termination costs related to increases in landlord maintenance costs.

During the second quarter of 2007, we released less than $0.1 million associated with lease termination costs for a building which lease expired and the facility was turned back to the landlord.

During the third quarter of 2007, we released less than $0.1 million due to a subtenant reimbursing us for the landlord maintenance cost increases.

As of September 30, 2007, we have made $3.7 million in cumulative cash payments related to the 2004 restructuring actions, of which less than $0.1 million was disbursed during 2007.

Remaining restructuring reserves of less than $0.1 million are included in our accrued restructuring charges as of September 30, 2007.  Utilization of and other activity related to the 2004 restructuring reserves during the three months ended September 30, 2007 are summarized below:

   
Balance
               
Net Utilized 
   
Balance
 
   
7/2/07
   
Additions
   
Reversals
   
Cash
   
Non-Cash
   
9/30/07
 
   
(In thousands)
 
2004 Restructuring Actions:
                                   
Lease termination costs (a)
  $
111
    $
-
    $ (75 )   $
9
    $
    $
45
 
                                                 
Balance Sheet Breakout:
                                               
Accrued restructuring charges (a)
  $
111
    $
-
    $ (75 )   $
9
    $
    $
45
 

(a)  
Amounts represent cash charges.

20

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(4)  Restructuring Charges/Reversals (Continued)

2004 Restructuring Actions (Continued)

Utilization of and other activity relating to the 2004 restructuring charges during the nine months ended September 30, 2007 are summarized below:

   
Balance
               
Utilized 
   
Balance
 
   
12/31/07
   
Additions
   
Reversals
   
Cash
   
Non-Cash
   
9/30/07
 
   
(In thousands)
 
2004 Restructuring Actions:
                                   
Lease termination costs (a)
  $
77
    $
81
    $ (81 )   $ (32 )   $
    $
45
 
                                                 
Balance Sheet Breakout:
                                               
Accrued restructuring charges (a)
  $
77
    $
81
    $ (81 )   $ (32 )   $
    $
45
 

(a)  
 Amounts represent cash charges.

Lease payments are being made on a continuous monthly basis, and the lease expires in 2008.  The facility has been subleased.

2003 Restructuring Actions

During the second quarter of 2007, we released less than $0.1 million associated with lease termination costs for a building lease which expired and the facility was turned back to the landlord.

Third Quarter 2001 Restructuring Actions

During 2006, we recorded an additional net $0.9 million for U.S. lease termination costs since we were not able to locate a subtenant in the timeframe originally anticipated.  In January of 2007, we finalized an agreement to assist a company to purchase the building we were leasing and we have been released from our remaining lease obligations.  This resulted in an overall $0.6 million cash savings.

(5)  Commitments and Contingencies

Litigation

There are no material legal proceedings to which we are a party.  We are involved in lawsuits and claims generally incidental to our business, none of which are expected to have a material impact on our results of operations, business or financial condition. 
 
21

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(6)  Stockholders’ Equity

Share-Based Compensation Plans

Stock Option Plans

We had a 1997 Stock Incentive Plan (the “1997 Plan”).  Our 1997 Plan provided for the grant of incentive stock options (“ISOs”) intended to qualify under Section 422 of the Internal Revenue Code, nonstatutory stock options (“NSOs”) and restricted stock awards.  The 1997 Plan expired in January of 2007 and no other options have been granted under this plan after its expiration date; however, all outstanding, un-expired options under the 1997 Plan remain in effect.

We had a 1995 Director Stock Option Plan (the “1995 Director Plan”), and a 2005 Director Stock Option Plan (the “2005 Director Plan”).  The 1995 Director Plan expired on July 25, 2005 and no further options have been granted under this plan after its expiration date; however, all outstanding, un-expired options under the 1995 Director Plan remain in effect.  The 2005 Director Plan was terminated on May 23, 2007, as a result of the shareholder approval of the new 2007 Stock Incentive Plan, described below, and no further options have been granted under this plan after its termination date; however, all outstanding, un-expired options under the 2005 Director Plan remain in effect.

We have a 2007 Stock Incentive Plan (the “2007 Plan”).  Our 2007 Plan was approved by the Shareholders on May 23, 2007, following an earlier Board vote to recommend this Plan.  The 2007 Plan provides for the grant of various awards including incentive stock options (as defined in Section 422 of the Internal Revenue Code), nonqualified options, restricted shares, performance awards, and other stock based awards, as determined at the time of grant.  Under the 2007 Plan, we can grant options or awards for up to 5,500,000 shares of Common Stock to our employees, officers, directors, consultants and advisors.  The exercise price for all options granted under the plan will be the closing price of our Common Stock on the date of grant.  Each option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement.  The duration of options awarded under this plan cannot exceed ten years from the date of grant, except as may be required under laws of other countries.  The Board may award restricted shares of our Common Stock, which shares may be subject to risk of forfeiture or restrictions as may be imposed by the Board.  The total of all shares subject to awards other than stock options may not exceed 33% of the authorized shares under the 2007 Plan.
 
22

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(6)  Stockholders’ Equity (Continued)

Stock Option Activity and Weighted Average Prices

The following table presents the aggregate options granted, exercised and forfeited under all stock option plans at September 30, 2007 and their respective weighted average exercise prices:

         
Weighted
 
   
             Shares
   
Average
 
      (000’s )  
Exercise Price
 
               
Outstanding at beginning of year
   
3,060
    $
3.90
 
Granted
   
166
     
4.18
 
Exercised
    (31 )    
3.28
 
Forfeited / Cancelled / Expired
    (124 )    
4.50
 
Outstanding at September 30, 2007
   
3,071
     
3.90
 
Options exercisable at September 30, 2007
   
1,305
     
4.96
 

(7)  Other Matters

Other Intangible Assets

At September 30, 2007, we had $0.9 million in net intangible assets, all of which are subject to amortization.  Our intangible assets include the OfficeScreen trade name and technology, and customer and vendor relationships obtained through the CSCI acquisition.  Intangible assets are amortized using the straight-line method, our best estimate of the pattern of economic benefit, over the estimated useful life of the asset, subject to periodic review for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Amortization expense was less than $0.1 million for quarter ended September 30, 2007 and $0.2 million for the nine months ended September 30, 2007.  Amortization expense for each of the next five fiscal years is anticipated to be $0.1 million for the remainder of 2007, approximately $0.2 million each year from 2008 through 2010, $0.1 million in 2011 and $0.1 million thereafter.  At September 30, 2007, the weighted average useful life of our intangible assets was approximately 5 years.

The following table presents the other intangible assets and associated accumulated amortization for all periods presented:
 
   
Sept. 30,
 2007
   
Dec. 31,
 2006
 
   
(In thousands)
 
Other Intangible Assets:
           
Gross value
  $
1,127
    $
1,127
 
Accumulated amortization
    (236 )     (84 )
Net intangible assets
  $
891
    $
1,043
 
 
23

IOMEGA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 (Unaudited)
 
(7)  Other Matters(Continued)

Goodwill Impairment

There is no remaining goodwill related to Zip specific products as of July 1, 2007, as it has now been fully written off.  The goodwill related to the CSCI acquisition is not subject to impairment testing yet under FASB Statement No. 142, “Goodwill and Other Intangible Assets”.  The goodwill related to the CSCI acquisition will be tested for impairment in the fourth quarter of 2007, as part of our annual impairment testing.

24

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
Overview

We design and market products and provide services that help our customers store and protect their valuable digital information.  Our six reportable segments are based primarily on the nature of our products and include Consumer Storage Solutions (“CSS”) Products, Zip® Products, REV®  Products, Network Storage Systems (“NSS”) Products, Services and Other Products.

The CSS Products segment involves the worldwide distribution and sale of various storage devices including external hard disk drives (“HDD”), CD-RW drives, DVD rewritable drives and external floppy disk drives.  The Zip Products segment involves the distribution and sale of Zip drives and disks to retailers, distributors and resellers.  The REV Products segment involves the development, distribution and sale of REV drives and disks to retailers, distributors, OEMs and resellers throughout the world.  The NSS Products segment consists primarily of the development, distribution and sale of network attached storage servers and Network HDD drives (previously included in the CSS Products segment) in the entry-level and low-end network attached storage market.  The Services segment consists of the operations of CSCI, Inc. (“CSCI”), including OfficeScreen® solutions, systems integration, resale of email security from a third party and Iomega services such as iStorageTM (previously included in the Other Products segment).  We acquired CSCI in August of 2006.  CSCI’s OfficeScreen managed security services include managing firewalls, virtual private networks (“VPNs”) and providing remote access for small businesses.  The Other Products segment consists of license and patent fee income (not assigned to specific products) and products that have been discontinued or are otherwise immaterial.

From 1996 through 2006 and also in the third quarter of 2007, the Zip Products segment was the largest contributor to our product operating income.  As the Zip business has approached the end of its product lifecycle, we have been trying to find other profitable sources of revenue to replace the declining high gross margin Zip revenue.  In recent years, we have invested significant efforts and dollars on the development of the first and second generation REV products.  Sales of REV products have exceeded Zip product sales for the past several quarters.  However, REV products have been unprofitable every quarter until 2007 from which point the product line has been slightly profitable.

In other efforts to replace the declining Zip business, we have launched and attempted to expand our CSS and NSS businesses.  CSS business segment product sales (primarily HDD) significantly exceed Zip product sales.  Our CSS business segment achieved operating profitability in the fourth quarter of 2006 and is near breakeven for the nine months ended September 30, 2007.  The NSS segment product sales have also been steadily increasing with moderate profits in most periods.  We are continuing to develop our NAS product line, targeting the home office and small and mid-size business segments.

We also acquired CSCI, Inc. (“CSCI”) and have signed a reseller agreement with a provider or email security to expand our brand name into the services segment for small- to mid-sized companies.  Although this segment has lost money due to marketing and other start-up costs, we continue to look for opportunities to grow this segment.  Additionally, this business is an annuity business whereby income is earned on a monthly basis over the term of the contract and therefore, the impact on the results of operations in not fully reflected immediately.
 
25

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Overview (Continued)

During the past 15 months, we have taken several steps to return our Company to profitability such as a restructuring plan to reduce costs and simplify our organizational structure, the release of new HDD products and changes to our HDD product supply chain to reduce the cost of these products to allow us to be more competitive in the market place.  Primarily as a result of the above actions, at September 30, 2007, we have recorded our fifth consecutive quarter of net income and fourth consecutive quarter of year-over-year revenue growth.  The revenue growth is primarily a result of the HDD business, which remains extremely competitive.

Our goals for 2007 remain: (1) to continue to grow and deliver sustained profitability; (2) to further increase the size of our HDD business; (3) to continue to penetrate the high-growth NAS market; (4) to ramp REV 70GB products and push for broad market adoption; (5) to grow our managed services business domestically and abroad and (6) to continue to evaluate new opportunities where we can leverage our brand and channel assets.  Notwithstanding our recent accomplishments, there can be no assurance that we will achieve these goals.

Application of Critical Accounting Policies

Areas where significant judgments occur include, but are not limited to: revenue recognition, price protection and rebate reserves, inventory valuation reserves and tax valuation allowances.  Actual results could differ materially from these estimates.  For a more detailed explanation of the judgments included in these areas, refer to our Annual Report on Form 10-K for the year ended December 31, 2006.  Our critical accounting policies have not changed materially since December 31, 2006.

Seasonality

Our CSS business is typically strongest during the fourth quarter.  Our European sales, which comprise approximately two-thirds of our total sales, are typically weakest during the summer months due to holidays.  There can be no assurance that any historic sales patterns will continue and, as a result, sales for any prior quarter are not necessarily indicative of the sales to be expected in any future periods.

Results of Operations

Our net income for the quarter ended September 30, 2007 was $1.3 million, or $0.02 per diluted share, compared with net income of $0.9 million, or $0.02 per share, for the quarter ended October 1, 2006.

Our net income for the nine months ended September 30, 2007 was $3.5 million, or $0.06 per diluted share, compared with a net loss of $13.7 million, or $(0.26) per share, for the nine months ended October 1, 2006.

26

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Sales

As shown in the table below, total sales for the quarter ended September 30, 2007 increased 51% over the same period in the prior year primarily due to the market acceptance of our new HDD products.
 
   
For the Three Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
Sales:
                       
Consumer Products:
                       
Consumer Storage Solutions
  $
60,685
    $
30,317
    $
30,368
      100 %
Zip Products
   
3,816
     
6,245
      (2,429 )     (39 )
Total Consumer Products
   
64,501
     
36,562
     
27,939
     
76
 
Business Products:
                               
REV Products
   
8,981
     
11,201
      (2,220 )     (20 )
Network Storage Systems
   
5,523
     
4,473
     
1,050
     
23
 
Services
   
1,653
     
1,254
     
399
     
32
 
Total Business Products
   
16,157
     
16,928
      (771 )     (5 )
Other Products
   
9
     
105
      (96 )     (91 )
Total Sales
  $
80,667
    $
53,595
    $
27,072
      51 %

The $30.4 million higher CSS sales resulted from $31.4 million of higher HDD drives, partially offset by $0.6 million of lower Optical product, $0.2 million of lower Mini USB flash drive and $0.2 million of lower floppy external drive sales.  The sales decreases for Optical, Mini USB flash and floppy external drives were primarily as a result of our prior decision to discontinue certain unprofitable SKUs in these product lines and to focus our efforts on HDD products.  Zip product sales continued their expected decline for the quarter ended September 30, 2007, in terms of both units and sales dollars.

Our sales by region for the three months ended September 30, 2007 and October 1, 2006 are shown in the table below:

   
For the Three Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
Sales Dollars:
                       
Europe
  $
53,072
    $
26,697
    $
26,375
      99 %
Americas (includes Latin America)
   
25,500
     
24,282
     
1,218
     
5
 
Asia Pacific
   
2,095
     
2,616
      (521 )     (20 )
Total
  $
80,667
    $
53,595
    $
27,072
      51 %
                                 
Percent of Total Sales:
                               
Europe
    66 %     50 %                
Americas (includes Latin America)
   
32
     
45
                 
Asia Pacific
   
2
     
5
                 
Total
    100 %     100 %                

27

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Sales (Continued)

The increase in sales dollars in Europe was primarily due to higher CSS product sales of HDD.  Sales dollars in the Americas and Asia Pacific region remained relatively flat period over period.

The sales growth in Europe has been primarily due to the introduction of lower cost, competitive HDD products in mid-2006 and strong retail distribution throughout Europe.  The Americas retail environment is more challenging than the environment we face in Europe and is generally promotional and discount driven.  We currently focus on gross margin generation and other sales channels where we believe we can profitably sell our products and intend to continue this focus in the future. As a result of our focus on profitable sales, we have purposely reduced our Americas retail sales.

As shown in the table below, total sales for the nine months ended September 30, 2007 increased over the prior year primarily due to the introduction and market acceptance of our new HDD products, partially offset by the expected decrease in Zip product sales.

   
For the Nine Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
Sales:
                       
Consumer Products:
                       
Consumer Storage Solutions
  $
153,262
    $
81,999
    $
71,263
      87 %
Zip Products
   
13,097
     
25,681
      (12,584 )     (49 )
Total Consumer Products
   
166,359
     
107,680
     
58,679
     
54
 
Business Products:
                               
REV Products
   
29,388
     
30,869
      (1,481 )     (5 )
Network Storage Systems
   
15,077
     
12,724
     
2,353
     
18
 
Services
   
4,898
     
1,515
     
3,383
     
223
 
Total Business Products
   
49,363
     
45,108
     
4,255
     
9
 
Other Products
   
248
     
540
      (292 )     (54 )
Total Sales
  $
215,970
    $
153,328
    $
62,642
      41 %

The $71.3 million higher CSS sales resulted from $77.0 million of higher HDD drives, partially offset by $2.5 million of lower Mini USB flash drive sales, $2.6  million of lower Optical product sales, and $0.6 million of lower floppy external drive sales.  The sales decreases for Mini USB flash, Optical and floppy external drives were primarily as a result of our prior decision to discontinue certain unprofitable SKUs in these product lines and to focus our efforts on HDD products.  Zip product sales continued their expected decline for the nine months ended September 30, 2007, in terms of both units and sales dollars.

28

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Sales (Continued)

Our sales by region for the nine months ended September 30, 2007 and October 1, 2006 are shown in the table below:

   
For the Nine Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
Sales Dollars:
                       
Europe
  $
142,874
    $
75,713
    $
67,161
      89 %
Americas (includes Latin America)
   
65,609
     
68,329
      (2,720 )     (4 )
Asia Pacific
   
7,487
     
9,286
      (1,799 )     (19 )
Total
  $
215,970
    $
153,328
    $
62,642
      41 %
                                 
Percent of Total Sales:
                               
Europe
    66 %     49 %                
Americas (includes Latin America)
   
30
     
45
                 
Asia Pacific
   
4
     
6
                 
Total
    100 %     100 %                

The increase in sales dollars in Europe was primarily due to higher CSS product sales of HDD.  The decrease in sales dollars in the Americas was primarily due to lower Zip and CSS (Optical and Mini USB flash drive) product sales, partially offset by an increase in Services as a result of the CSCI acquisition.  The decrease in sales dollars in the Asia Pacific region was primarily due to lower NSS, CSS (Optical) and Zip product sales, partially offset by higher HDD product sales.  The sales growth in Europe has been primarily due to the introduction of lower cost, competitive HDD products and strong retail distribution throughout Europe.  The Americas retail environment is more challenging than the environment we face in Europe and is generally promotional and discount driven.  We currently focus on gross margin generation and other sales channels where we believe we can profitably sell our products and intend to continue this focus in the future. As a result of our focus on profitable sales, we have purposely reduced our Americas retail sales.
 
29

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Gross Margin

Our gross margin details for the three months ended September 30, 2007 and October 1, 2006 are shown in the table below:

   
For the Three Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
                         
Total Gross Margin (dollars)
  $
12,953
    $
12,216
    $
737
      6 %
Total Gross Margin (%)
    16.1 %     22.8 %                

The increase in the gross margin dollars and decrease in gross margin percentage was primarily a result of growth in Consumer Storage Solution products, which generally carry a lower gross margin percentage than other product lines, and an expected ongoing decrease in Zip revenue of 39%, which carries a higher gross margin percentage.

The CSS product gross margins increased in terms of dollars for the quarter ended September 30, 2007 as compared to the quarter ended October 1, 2006, primarily due to the higher sales volumes.  The CSS product gross margin percentage decreased slightly due to a mix of lower gross margin HDD products, partially offset by freight and other supply chain improvements.

The Zip product gross margin decreased in terms of dollars and percentage for the quarter ended September 30, 2007 as compared to the quarter ended October 1, 2006 due to the expected ongoing decline in revenue.

The REV product gross margins increased in terms of percentage for the quarter ended September 30, 2007, compared to the quarter ended October 1, 2006 due to a mix of higher margin products.  The REV product gross margin decreased slightly in terms of dollars due to lower revenue, partially offset by better margin percentage.

The NSS product gross margins increased in terms of dollars and percentage for the quarter ended September 30, 2007, compared to the quarter ended October 1, 2006.  The improvement was a result of the release of new, more competitive network HDD and NAS products.
 
30

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Gross Margin (Continued)

Our gross margin details for the nine months ended September 30, 2007 and October 1, 2006 are shown in the table below:

   
For the Nine Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
                         
Total Gross Margin (dollars)
  $
39,395
    $
30,810
    $
8,585
      28 %
Total Gross Margin (%)
    18.2 %     20.1 %                

The increase in the gross margin dollars and decrease in gross margin percentage was primarily a result of growth in Consumer Storage Solution products, which generally carry a lower gross margin percentage than other product lines, and an expected decrease in Zip revenue of 49%, which carries a higher gross margin percentage.

The CSS product gross margins increased in terms of dollars and percentage for the nine months ended September 30, 2007 as compared to the nine months ended October 1, 2006, primarily due to the release of new HDD products, the supply chain cost improvements and higher sales volumes.

The Zip product gross margin decreased in terms of dollars and percentage for the nine months ended September 30, 2007 as compared to the nine months ended October 1, 2006 due to the expected decline in revenue as well as charges associated with the end of life.

The REV product gross margins increased in terms of dollars and percentage for the nine months ended September 30, 2007, compared to the nine months ended October 1, 2006.  The improvement was a result of the release of the REV 70GB Backup Drive in the summer of 2006 and lower fixed overhead spending in 2007.

The NSS product gross margins decreased in terms of dollars and percentage for the nine months ended September 30, 2007, compared to the nine months ended October 1, 2006 due to start up charges associated with the launch of the StorCenter Pro NAS 150d product, combined with a higher mix of product sales with lower gross margins.

Future gross margin percentages will depend on a wide variety of factors, including those discussed in the section entitled, “Risk Factors” in Item 1A of Part II in this Form 10-Q filing.  We can provide no assurance that we will be able to improve or maintain gross margins in any subsequent quarter or year.
 
31

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Product Segment Operating Income (Loss)

Product operating income is defined as sales and other income related to a segment’s operations, less both fixed and variable product costs, and direct and allocated operating expenses.  Operating expenses are charged to the product segments primarily as a percentage of sales and on a direct method to a lesser extent.  When such costs and expenses exceed sales and other income, this is referred to as a product operating loss.  The accounting policies of the product segments are the same as those described in Note 1. Intersegment sales, eliminated in consolidation, are not material.  Non-allocated operating expenses include restructuring charges and certain extraordinary costs.

The information in the following table was derived directly from our internal segments’ financial information used for corporate management purposes.

   
For the Three Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
Product Operating Income (Loss):
                       
Consumer Products:
                       
Consumer Storage Solutions
  $ (545 )   $ (1,744 )   $
1,199
      69 %
Zip Products
   
1,224
     
767
     
457
     
60
 
Total Consumer Products
   
679
      (977 )    
1,656
     
169
 
Business Products:
                               
REV Products
   
204
      (367 )    
571
     
156
 
Network Storage Systems
   
566
     
464
     
102
     
22
 
Services
    (349 )     (53 )     (296 )     (558 )
Total Business Products
   
421
     
44
     
377
     
857
 
Other Products
    (139 )    
75
      (214 )     (285 )
Restructuring reversals
   
153
     
211
      (58 )     (27 )
Total Operating Income (Loss)
  $
1,114
    $ (647 )   $
1,761
      272 %
                                 

The CSS product operating loss as a percentage of CSS product sales improved to a negative 0.1% for the quarter ended September 30, 2007 from a negative 6% product operating loss for the quarter ended October 1, 2006.  The lower CSS product segment operating loss resulted primarily from improved gross margins from the HDD supply chain improvements, lower operating expenses and other cost reductions.

Zip product operating income as a percentage of Zip product sales increased to 32% for the quarter ended September 30, 2007 from 12% for the quarter ended October 1, 2006 due to lower operating expenses in 2007 and a goodwill impairment charge taken in the third quarter of 2006.  We anticipate future volatility in Zip product operating income as the segment reaches the end of its life cycle.  There is no remaining goodwill related to the Zip product line on the balance sheet at September 30, 2007, as the last impairment charges were taken in the second quarter of 2007.

The REV product operating income as a percentage of REV product sales improved to 2% for the quarter ended September 30, 2007 compared to a negative 3% for the quarter ended October 1, 2006.  The REV product operating income for the quarter ended September 30, 2007 resulted primarily from lower research and development expenses, lower selling and marketing expenses and improved gross margins.

32

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Product Segment Operating Income (Loss) (Continued)

The NSS product operating income as a percentage of NSS product sales remained consistent at 10% for the quarter ended September 30, 2007, compared to the quarter ended October 1, 2006.

The Services operating loss was primarily a result of continued start-up and marketing costs associated with our new managed Services business.

The information in the following table was derived directly from our internal segments’ financial information used for corporate management purposes.

   
For the Nine Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
Product Operating Income (Loss):
                       
Consumer Products:
                       
Consumer Storage Solutions
  $ (141 )   $ (11,666 )   $
11,525
      99 %
Zip Products
   
1,804
     
1,874
      (70 )     (4 )
Total Consumer Products
   
1,663
      (9,792 )    
11,455
     
117
 
Business Products:
                               
REV Products
   
234
      (5,742 )    
5,976
     
104
 
Network Storage Systems
   
211
     
884
      (673 )     (76 )
Services
    (1,404 )    
174
      (1,578 )     (907 )
Total Business Products
    (959 )     (4,684 )    
3,725
     
80
 
Other Products
   
250
     
1,011
      (761 )     (75 )
Non-Restructuring Charges
   
-
      (995 )    
995
     
100
 
Restructuring (charges) reversals
   
235
      (4,358 )    
4,593
     
105
 
Total Operating Income (Loss)
  $
1,189
    $ (18,818 )   $
20,007
      106 %

The CSS product operating loss as a percentage of CSS product sales improved to negative 0.1% for the nine months ended September 30, 2007 from a negative 14% product operating loss for the nine months ended October 1, 2006.  The CSS product segment operating loss improvement resulted primarily from improved gross margins from higher sales volumes and the HDD supply chain improvements, and lower operating expenses.

Zip product operating income as a percentage of Zip product sales increased to 14% for the nine months ended September 30, 2007 from 7% for the nine months ended October 1, 2006 due to lower operating expenses in 2007 and larger impairment charges taken in 2006.  We anticipate future volatility in Zip product operating income as the segment reaches the end of its life cycle.  There is no remaining goodwill related to the Zip product line on the balance sheet at September 30, 2007, as the last impairment charges were taken in the second quarter of 2007.
 
33

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Product Segment Operating Income (Loss) (Continued)

The REV product operating income as a percentage of REV product sales improved to 0.1% for the nine months ended September 30, 2007 compared to an product operating loss of negative 19% for the nine months ended October 1, 2006.  The REV product operating income for the nine months ended September 30, 2007 resulted primarily from lower research and development expenses, lower selling and marketing expenses and improved gross margins.

The NSS product operating income as a percentage of NSS product sales decreased to 1% for the nine months ended September 30, 2007 as compared to a 7% for the nine months ended October 1, 2006.  The lower NSS product operating income for the nine months ended September 30, 2007 resulted primarily from charges associated with the launch of the StorCenter Pro NAS 150d product, combined with a higher mix of product sales with lower gross margins.

The Services operating loss was primarily a result of continued start-up and marketing costs associated with our new managed Services business.

Other Products product operating income decreased for the nine months ended September 30, 2007 compared to the nine months ended October 1, 2006, primarily as a result of lower license fee and patent income.

Operating Expenses
 
The table below shows the details of and the changes in operating expenses for the three months ended September 30, 2007 and October 1, 2006.

   
For the Three Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
Operating Expenses:
                       
Selling, general and administrative
  $
9,452
    $
8,216
    $
1,236
      15 %
Research and development
   
1,872
     
1,904
      (32 )     (2 )
Restructuring reversals
    (153 )     (211 )    
58
     
27
 
Goodwill impairment charge
   
-
     
2,513
      (2,513 )     (100 )
Bad debt expense
   
668
     
441
     
227
     
51
 
Total Operating Expenses
  $
11,839
    $
12,863
    $ (1,024 )     (8 )%

34

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Operating Expenses (Continued)

The table below shows the details of and the changes in operating expenses for the nine months ended September 30, 2007 and October 1, 2006.

   
For the Nine Months Ended
 
   
Sept. 30,
   
Oct. 1,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
Operating Expenses:
                       
Selling, general and administrative
  $
30,233
    $
31,308
    $ (1,075 )     (3 )%
Research and development
   
5,395
     
6,946
      (1,551 )     (22 )
Restructuring charges (reversals)
    (235 )    
4,358
      (4,593 )     (105 )
Goodwill impairment charges
   
2,963
     
7,935
      (4,972 )     (63 )
License and patent fee income
    (452 )     (1,085 )    
633
     
58
 
Bad debt expense
   
302
     
166
     
136
     
82
 
Total Operating Expenses
  $
38,206
    $
49,628
    $ (11,422 )     (23 )%

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased for the quarter ended September 30, 2007 compared to the quarter ended October 1, 2006, in part due to higher than normal payments to third parties for services.  Selling, general and administrative expenses decreased as a percentage of sales to 12% for the quarter ended September 30, 2007, compared to 15% for the quarter ended October 1, 2006.

The decrease in selling, general and administrative expenses for the nine months ended September 30, 2007 compared to the nine months ended October 1, 2006 reflected lower costs resulting primarily from the 2006 restructuring actions and other cost reductions.  Selling, general and administrative expenses decreased as a percentage of sales to 14% for the nine months ended September 30, 2007, compared to 20% for the nine months ended October 1, 2006.

Research and Development Expenses

Lower research and development expenses for the quarter ended September 30, 2007 compared to the quarter ended October 1, 2006 reflected lower development expenses on REV and HDD products.  Research and development expenses decreased as a percentage of sales to approximately 2% for the quarter ended September 30, 2007 compared to 4% for the quarter ended October 1, 2006 as a result of higher revenue and overall lower product development costs described above.

Lower research and development expenses for the nine months ended September 30, 2007 compared to the nine months ended October 1, 2006 reflected lower development expenses on HDD and REV products.  Research and development expenses decreased as a percentage of sales to 2% for the nine months ended September 30, 2007 compared to 5% for the nine months ended October 1, 2006 as a result of higher revenue and the lower product development costs described above.
 
35

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Operating Expenses (Continued)

Goodwill Impairment Charges

For the quarter ended September 30, 2007, there was no goodwill impairment charge included in operating expenses as compared to $2.5 million for the quarter ended October 1, 2006, relating to Zip goodwill.

For the nine months ended September 30, 2007, operating expenses included a non-cash impairment charge for $3.0 million relating to Zip goodwill as compared to $7.9 million for the nine months ended October 1, 2006.

These charges were recorded as a result of quarterly impairment tests due to declining Zip sales, profits and estimated future cash flows as Zip products reach the end of their lifecycle.  There was no remaining goodwill related to the Zip product line as of July 1, 2007.

License and Patent Fee Income

There was no license and patent fee income for either the quarters ended September 30, 2007 or October 1, 2006.

For the nine months ended September 30, 2007, license and patent fee income of $0.5 million was recognized for the sale of certain patents as compared to $1.1 million for the nine months ended October 1, 2006.

Bad Debt Expense

For the quarter ended September 30, 2007, we had a bad debt expense of $0.7 million compared a $0.4 million bad debt credit for the quarter ended October 1, 2006 primarily as a result of higher accounts receivables.

For the nine months ended September 30, 2007, we had a bad debt expense of $0.3 million compared a $0.2 million bad debt credit for the nine months ended October 1, 2006.

Restructuring Charges

During each of the first, second and third quarters of 2007, we recorded a net restructuring release of approximately $0.1 million.

During the first quarter of 2006, we recorded restructuring charges of $0.3 million for severance and benefits associated with the termination of management employees as we began reorganizing our Company from a focus on autonomous geographic regions and products to a simplified functional organization.  This reorganization resulted in the elimination of some management positions and material changes in responsibilities in other management positions.

During the second quarter of 2006, we recorded net restructuring charges of $4.3 million of which $1.5 million related to the 2001 restructuring actions; a $0.1 million release related to the 2004 restructuring actions and $2.9 million related to the 2006 restructuring actions.
 
36

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Restructuring Charges (Continued)

During the third quarter of 2006, we recorded a restructuring benefit of $0.2 million, primarily related to the 2006 and 2005 restructuring actions.

For a more detailed discussion on restructuring charges, please refer to the notes to the condensed consolidated financial statements.

Interest Income

Interest income was $0.8 million for the quarter ended September 30, 2007, compared to $0.7 million for the quarter ended October 1, 2006.  The increase was a result of higher interest rates.

Interest income decreased to $2.1 million for the nine months ended September 30, 2007 as compared to $2.3 million for the nine months ended October 1, 2006.  The decrease was a result of lower average cash balances, partially offset by higher interest rates.

Interest Expense and Other Income (Expense), Net

Interest expense and other income (expense), was a net other expense of less than $0.1 million for the quarter ended September 30, 2007, compared to a net other income of $1.0 million the quarter ended October 1, 2006 primarily a result of a $1.1 million gain recorded in the third quarter of 2006 for the release of various liabilities for a European subsidiary for which operations ceased in 1999.

Interest expense and other income (expense), was a net other expense of $0.2 million for the nine months ended September 30, 2007 as compared to a net other income of $0.9 million for the nine months ended October 1, 2006 primarily a result of a $1.1 million gain recorded in the third quarter of 2006 for the release of various liabilities for a European subsidiary for which operations ceased in 1999, partially offset by a $0.5 million VAT write-off in 2006 associated with a bankrupt European customer.

Income Taxes

For the quarter ended September 30, 2007, we recorded a net income tax provision of $0.5 million on pre-tax income of $1.8 million.  This tax provision was primarily comprised of taxes provided on foreign earnings, foreign and domestic capital taxes and an increase in the deferred tax liability related to tax amortization of CSCI goodwill.

For the quarter ended October 1, 2006, we recorded an income tax provision of $0.2 million on a pre-tax income of $1.1 million.  This tax benefit was primarily comprised of a release of a deferred tax liability resulting from the goodwill impairment charge recognized.

For the nine months ended September 30, 2007, we recorded a net income tax benefit of $0.4 million on pre-tax income of $3.1 million.  This tax benefit was primarily comprised of a $1.6 million release of a contingency reserve related to a foreign tax exposure for which the statute of limitations expired in the second quarter of 2007 and releases of $1.2 million of deferred tax liabilities resulting from the goodwill impairment charges recognized, partially offset by taxes provided on foreign earnings, foreign and domestic capital taxes and an increase in deferred tax liabilities related to tax amortization on CSCI goodwill.
 
37

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Income Taxes (Continued)

For the nine months ended October 1, 2006, we recorded an income tax benefit of $2.0 million on a pre-tax loss of $15.7 million.  This tax benefit was primarily comprised of a release of a deferred tax liability resulting from the goodwill impairment charges recognized, minor adjustments to the estimated foreign income taxes due to the filing of actual tax returns and the accrual of foreign income and capital taxes.

We adopted the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 (“FIN 48”) on January 1, 2007.  As a result of the implementation of FIN 48, we recognized no material adjustment in the liability for unrecognized income tax benefits.  At the adoption date of January 1, 2007, we had $8.2 million of unrecognized tax benefits, $4.0 million of which would affect our effective tax rate if recognized.  Consistent with the provisions of FIN 48, we reclassified $4.0 million of income tax liabilities from current to non-current liabilities because payment of cash is not anticipated within one year of the balance sheet date.

As a result of the expiration of the statute of limitations on certain foreign income tax returns without notification of review by the taxing authorities during the second quarter of 2007, as described below, the total amount of unrecognized tax benefits was reduced by $1.4 million.  During the third quarter of 2007, the total amount of unrecognized tax benefits was increased by $0.2 million as a result of preliminary findings of the Italian tax authorities.  At September 30, 2007, we have $4.6 million of unrecognized tax benefits, $2.8 million of which would affect our effective tax rate if recognized.

We recognize interest and penalties related to uncertain tax positions in income tax expense.  As of the date of adoption of FIN 48, we had accrued $0.3 million for the payment of interest and penalties relating to unrecognized tax benefits.  This amount was increased during the first quarter of 2007 by $0.1 million for additional accruals of interest and penalties and reduced during the second quarter of 2007 by $0.2 million for the release of accruals related to the expiration of the statute of limitations on certain foreign income tax returns without notification of review by the taxing authorities and remained relatively the same during the third quarter of 2007.  As of September 30, 2007, we have approximately $0.3 million of accrued interest related to uncertain tax positions, which was also reclassified from current to non-current liabilities upon adoption of FIN 48.

The tax years 2002-2006 remain open to examination by the Internal Revenue Service (“IRS”).  We are no longer subject to examination by the IRS for periods prior to 2002, although carryforward attributes that were generated prior to 2002 may still be adjusted upon examination by the IRS if they either have been or will be used in a future period.  Various state and foreign income tax returns are also under examination by taxing authorities.  We do not believe that the outcome of any examination will have a material impact on our financial statements.
 
38

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Liquidity and Capital Resources

Details of our total cash, cash equivalents and temporary investments are shown in the table below:

   
Sept. 30,
   
Dec. 31,
             
   
2007
   
2006
   
$ Change
   
% Change
 
   
(In thousands, except %)
 
                         
Total cash, cash equivalents and temporary
investments for the U.S. entity
  $
4,604
    $
2,653
    $
1,951
      74 %
Total cash, cash equivalents and temporaryinvestments for non-U.S. entities (1)
   
64,763
     
65,495
      (732 )     (1 )
Total consolidated cash, cash equivalentsand temporary investments
  $
69,367
    $
68,148
    $
1,219
     
2
 
                                 
Working capital
  $
90,135
    $
79,273
    $
10,689
      13 %

(1)  
Of the $64.8 million in total cash, cash equivalents and temporary investments for non-U.S. entities, $0.1 million was restricted at September 30, 2007.  At December 31, 2006, $0.1 million of the non-U.S. entity cash was restricted.

On average, we anticipate incurring taxes of approximately 5% or less on cash balances repatriated to the U.S.

For the nine months ended September 30, 2007, cash provided by operations amounted to $1.2 million.  The primary sources of cash from operations for the nine months ended September 30, 2007 was net income, partially offset by the seasonal build of inventory and trade receivables.

Trade receivables increased in the nine months ended September 30, 2007, due to increased sales.  Days sales outstanding (“DSO”) in receivables increased from 36 days at December 31, 2006 to 54 days at September 30, 2007.  DSO increased primarily due to the timing of sales within the respective periods.  Inventories increased during the nine months ended September 30, 2007 primarily in the HDD product line as we ramp for the fourth quarter, which is generally a seasonally strong quarter.

Our goal is to continue to increase cash flows from operations by improving the financial results of the CSS business, in particular HDD and improving REV product sales and margins.  Although we have made significant progress on most of these initiatives, we can give no assurance that this progress is sustainable in the long term.

We believe that our current balance of total unrestricted cash, cash equivalents and temporary investments will be sufficient to fund anticipated working capital requirements, capital expenditures and cash required for other activities for at least one year. We do not believe that our cash balances would be adequate to fund a material acquisition.  In that situation, we would need to borrow cash or fund the acquisition through a stock offering.  Additionally, cash flow from future operations, investing activities and the precise amount and timing of our future financing needs cannot be determined.  Future cash flow will depend on a number of factors, including management’s ability to achieve the goals set forth herein and those factors set forth in the section labeled “Risk Factors” in Item 1A of Part II in this Form 10-Q.  Should we be unable to meet our cash needs from our current balance of total unrestricted cash, cash equivalents and temporary investments and future cash flows from operations, we would most likely incur additional restructuring charges to adjust our expenditures to a level that our cash flows could support and/or seek financing from other sources.
 
39

IOMEGA CORPORATION AND SUBSIDIARIES
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
 
Liquidity and Capital Resources (Continued)

Our current balance of total unrestricted cash, cash equivalents and temporary investments is our sole source of liquidity.  There is no assurance that, if needed, we would be able to obtain financing from external sources or obtain a competitive interest rate.

Other Matters

In September of 2006, the FASB issued SFAS Statement No. 157, “Fair Value Measurements” (“SFAS 157”).  This statement provides enhanced guidance for using fair value to measure assets and liabilities.  This statement also responds to investors’ requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings.  SFAS 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value.  SFAS 157 does not expand the use of fair value in any new circumstances.  This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  We do not expect our adoption of this new standard to have a material impact on our financial position, results of operations or cash flows.

In February of 2007, the FASB issued SFAS Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value.  Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  We are currently assessing the impact of SFAS 159 on our financial results.
 
40

IOMEGA CORPORATION AND SUBSIDIARIES
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

For quantitative and qualitative disclosures about market risk affecting Iomega, see Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, which is incorporated herein by reference.  Our exposure to market risk has not changed materially since December 31, 2006.

ITEM 4.  CONTROLS AND PROCEDURES:

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2007.  Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  Based on the evaluation of the Company’s disclosure controls and procedures as of September 30, 2007, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the third quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The certifications of our chief executive officer and chief financial officer attached as Exhibits 31.7 and 31.8 to this Quarterly Report on Form 10-Q include, in paragraph 4 of such certifications, information concerning our disclosure controls and procedures and internal control over financial reporting.  Such certifications should be read in conjunction with the information contained in this Item 4 for a more complete understanding of the matters covered by such certifications.

41

IOMEGA CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS

There are no material legal proceedings to which we or any of our subsidiaries are a party or to which any of our property is subject.  We are involved in lawsuits and claims generally incidental to our business, none of which are expected to have a material adverse effect on our business, financial condition or results of operations.

ITEM 1A.  RISK FACTORS

Demand for Our Products and Services and Operating Efficiencies

Our future operating results will depend upon our ability to develop or acquire new products or services and to operate profitably in an industry characterized by intense competition, rapid technological advances and low margins.  This, in turn, will depend on a number of factors, including:
·  
Our ability to improve and/or sustain satisfactory HDD gross margins;
 
·  
Our ability to generate significant sales and profit margins from REV® and NAS products and OfficeScreen® services;
 
·  
Our ability to replace declining Zip® revenues and profits with revenues and profits from other products and services;
 
·  
Worldwide market conditions and demand for digital storage products;
 
·  
Our success in meeting targeted availability dates for new and enhanced products;
 
·  
Our ability to develop and commercialize new intellectual property and to protect existing intellectual property;
 
·  
Our ability to maintain profitable relationships with our distributors, retailers and other resellers;
 
·  
Our ability to maintain an appropriate cost structure;
 
·  
Our ability to attract and retain competent, motivated employees;
 
·  
Our ability to comply with applicable legal requirements throughout the world;
 
·  
Our ability to avoid disruptions to our ongoing business as we evaluate strategic investments, including the evaluation of new opportunities related to services for small- and medium-sized businesses;
 
·  
Our ability to obtain HDD products from suppliers at a competitive price and in sufficient quantities;
 
·  
Our ability to utilize reliable outsource partners for certain critical functions at prices that keep us competitive and
 
·  
Our ability to successfully manage litigation, including enforcing our rights, protecting our interests and defending claims made against us.
 
These factors are difficult to manage, satisfy and influence.  Although we have recorded net income in the past five quarters, we have been unable to operate profitably on an annual basis since 2002 and we cannot provide any assurance that we will be able to sustain profits in the future.
 
42

IOMEGA CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION (Continued)
 
Risk Factors (Continued)

Zip Drives and Disks

Zip® products have accounted for the majority of our product operating income from 1996 through 2006, and also in the third quarter of 2007,  and have provided our only meaningful source of product operating income for the past several years.  However, Zip product sales have declined consistently and significantly on a year-over-year basis since peaking in 1999.  These declines are expected to continue through the end of the Zip product lifecycle, due to the general obsolescence of Zip technology and the emergence of alternate storage solutions.  Given this continuing decline, we can offer no assurance that we will be able to maintain profitable operations on our Zip business in the future.  Further, we will not be viable unless we generate significant product operating income from products other than Zip products.  We can provide no assurance that we will be able to do so in the future.  In addition, as a result of the end of the lifecycle for Zip, we expect to incur various claims for excess and obsolete inventory and may incur higher per-unit charges on small volumes of purchases or other costs associated with waning sales of this product line.  Further, retail distributors who have featured Iomega products because of their desire to sell our proprietary Zip products may reduce or end purchases of non-Zip products as Zip sales become less important in attracting customers into their businesses.
 
REV Products
 
Future results of our REV products entail numerous risks relating to factors such as:
 
·  
Inability to create product awareness or lack of market acceptance of the REV 70GB Backup Drive;
 
·  
Failure to maintain acceptable arrangements with product component suppliers, particularly in light of lower than anticipated volumes;
 
·  
Manufacturing, technical, supplier, or quality-related delays, issues or concerns, including the loss of any key supplier or failure of any key supplier to deliver high quality products on time;
 
·  
The potential for further delays or other failures of our OEM partner in the broadcast industry, Thomson N.A.,  to introduce expected products utilizing REV drives and disks in 2007;
 
·  
Potential declines in demand for REV 35GB products because of the launch of REV 70GB products;
 
·  
The potential for cost overruns, schedule misses or performance issues with next generation REV products as we develop additional REV products and
 
·  
Risks that third parties may assert intellectual property claims against REV products.
 

Consumer Storage Solutions Products

CSS products and primarily HDD products have accounted for the majority of our revenue over the past year.  Additionally, with the introduction of the new HDD products in the second half of 2006, HDD has become an even larger portion of our revenue and is absorbing a large amount of our fixed overhead and operating expenses.  As a result, the impact of competition in this segment can have a larger impact on our financial results than in the past.

43

IOMEGA CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION (Continued)
 
Risk Factors (Continued)

Consumer Storage Solutions Products (Continued)

Virtually all of our CSS products are commodity-type products, which are similar to many other widely available products.  These competing products are marketed by both name-brand manufacturers and generic competitors and we source hard drives from the same companies we compete with.  Hard drive manufacturers, who are suppliers and also competitors, have an inherent cost advantage and therefore can undercut Iomega’s pricing in the market at any time.  Moreover, besides our trademarks, we own limited intellectual property relating to many of our CSS products.  Consequently, this segment is characterized by intense competition, the frequent introduction of new products and upgrades for existing products, supply fluctuations and frequent end user price reductions.  In order to compete successfully, we must accurately forecast demand, closely monitor inventory levels, secure quality products, meet aggressive product price and performance targets, create market demand for our brand and hold sufficient, but not excess, inventory.  Historically, we have failed to accomplish these objectives and this business has never achieved full year profitability.  In light of these challenges, we can offer no assurance that we will achieve sustainable profitability on this segment.

Further, in their own effort to seek the highest margin possible, large retail customers seek levels of promotional funds or other consideration and benefits that may not be consistent with our profit goals; lower retail sales or higher selling expenses therefore can result from positions taken by large retailers.  In the highly competitive U.S. retail channel, there could be swings in demand for our CSS products, and we could be faced with difficult decisions about whether to grant costly concessions such as product returns or stock rotation, at any time.

U.S. Sales

Selling HDD products into retail channels in the U.S. continues to be a challenge for us.  During 2007, CompUSA closed a substantial number of its stores, reducing certain volume opportunities for Iomega.  Further, it appears that some companies with their own manufacturing capabilities are increasing competition and lowering prices aggressively.  We have generally believed that a certain volume of retail sales is beneficial to maintain brand awareness; however, our retail HDD volume in the U.S. has been decreasing over the past several quarters.  We can give no assurances regarding our future success in selling HDD products in retail channels in the U.S.  Additionally, as Zip products approach the end of their life, there is a risk that our distribution or retail customers elect to discontinue selling Zip products earlier than anticipated due to lower volumes.

Development and Introduction of New Products and Services and New Revenue Streams

We believe that we must continually either develop or acquire the right to profitably sell new products or services in order to remain viable in the data storage industry.  However, our efforts in this regard have frequently been unsuccessful.  Since 1999, we have developed and/or acquired the right to market a variety of new products, but most have not delivered consistent, material profits.
 
We are spending significant resources attempting to develop new products.  We may spend additional resources attempting to acquire the rights to new technologies or services, to fund development of such technologies or to otherwise differentiate existing products.  We can provide no assurance that any of these expenditures will yield profits.
 
44

IOMEGA CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION (Continued)
 
Risk Factors (Continued)

Development and Introduction of New Products and Services and New Revenue Streams (Continued)

Our acquisition of CSCI, Inc. introduced management and various personnel to new challenges, including the need to incorporate a private company into our public company processes and controls; the need for us to simultaneously launch additional sales of this newly acquired service while hiring and scaling up support for offering OfficeScreen services to more and more customers.  Historically, CSCI, Inc. did not have the same extent of process controls as a public company, and that company environment is in the midst of a period of change, from ownership by two founders to ownership and integration by a public company.  Changing the management and tracking of information could result in disruption or loss of past checks and balances.  Further, selling security and/or firewall services requires new contracts and the wide distribution of a service that is a new offering from us and potentially a new service for future customers.  Another one of our goals is to expand the managed service business internationally, introducing risks related to learning new regulatory schemes and laws that may not have applied to our traditional hardware business.  These efforts all involve execution, market risk and competition, as well as implementation of new business processes and systems (e.g., managing monthly billing rather than up front payments for hardware; managing ongoing services to accounts with ever-changing IT environments; adapting to deal with changing security threats or viruses over time; etc.) and there is no assurance that we will be successful in this endeavor.

Restructuring, Other Cost Reduction Activities and Retention of Key Personnel

We have initiated various restructuring actions in the past in conjunction with our desire to reduce costs, operate efficiently and maintain lean staffing levels.  Other restructuring actions may be necessary in the future.  Our ability to retain key employees or our success at maintaining institutional knowledge and consistent application of controls, may be adversely affected because of past or any future restructuring activities or any regrettable turnover of personnel.

Internal Control Reporting Compliance Efforts

Under Section 404 of the Sarbanes-Oxley Act of 2002, we are required to include in each Annual Report a report on internal control over financial reporting.

We are always at risk that any future failure of our own controls or the controls at any of our outsourcing partners could result in reported material weaknesses.  Responsibility for the finance function for Europe has changed hands internally as we have restructured and experienced voluntary turnover over the past year.  In general, we have somewhat more risk and a newer, smaller compliance team in Europe, but our greatest growth in revenue has been in Europe in recent quarters.

Although we continue to invest resources in Section 404 compliance activities, we can provide no assurance that we will be successful in these efforts to avoid reporting a future material weakness in internal control over financial reporting.

Any such reported material weakness could have a material impact on our market capitalization, financial
statements or have other adverse consequences.

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IOMEGA CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION (Continued)
 
Risk Factors (Continued)

Product Manufacturing and Procurement

We have fully outsourced all manufacturing and have no direct control over the manufacturing processes of our products.  This lack of control may increase quality or reliability risks and could limit our ability to quickly increase or decrease production rates.

Outsourced Distribution and Logistics

Because we have outsourced our distribution and logistics operations, we rely upon the computer systems, business processes and internal controls of our distribution and logistics services provider.  These systems may develop communication, compatibility, control or reliability problems.  In addition, we face risks of operational interruptions, missed or delayed shipments, unexpected price increases and inventory management risks.  In the second quarter of 2007, in an effort to further reduce operating costs, we changed our global distribution and logistics supplier.  Transitioning such a highly integrated, critical relationship has caused disruption, incremental costs during the transition, interruptions to shipments, increased manual processes, and may cause risks of accounting or information technology issues or other business risks.

Reporting of Channel Inventory and Product Sales by Channel Partners

We defer recognition of sales on estimated excess inventory in the distribution, retail and DMR (direct merchandising retailers) channels.  For this purpose, excess inventory is the amount of inventory that exceeds the channel’s four-week requirement as estimated by management.  We rely on reports from our distributors, resellers and DMR customers to make these estimations.  Although we have processes and systems checks in place to help reasonably ensure the accuracy of the reports, we cannot guarantee that the third-party data, as reported, will be accurate.

Concentration of Credit Risk

We market our products primarily through computer product distributors, retailers and OEMs.  Accordingly, as we grant credit to our customers, a substantial portion of outstanding trade receivables are due from computer product distributors, certain large retailers and OEMs.  If any one or a group of these customers’ receivable balances should be deemed uncollectible, it would have a material adverse effect on our results of operations and financial condition.  As we sell fewer products through the retail channel, we have less leverage with such retailers and increased exposure to payment delays or other collection issues with retailers.
 
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IOMEGA CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION (Continued)
 
Risk Factors (Continued)

Company Operations, Component Supplies and Inventory

It is difficult to negotiate or maintain favorable pricing, supply, business or credit terms with our vendors, suppliers and service providers.  We anticipate continued challenges in this area for the foreseeable future.  Zip and REV products, as well as certain key components, are each manufactured by single manufacturers, which creates risks of disruption in the event of labor, quality or other problems at Zip or REV product manufacturers or certain key component manufacturers.  In addition, product manufacturing costs may increase if we fail to achieve anticipated volumes.  There can be no assurance that we will be able to successfully manage these risks.

As suppliers upgrade their components, they regularly “end of life” older components.  As we become aware of an end of life situation, we attempt to make purchases to cover all estimated future requirements or find a suitable substitute component.  In such cases, we may not be successful in obtaining sufficient numbers of components or in finding a substitute.  In particular, Zip products are quickly approaching the end of their lifecycle and we have experienced supplier charges and excess inventory components.  Although we cannot quantify the charges, we anticipate future charges related to Zip end of life.  In summary, we can offer no assurance that we will be able to obtain a sufficient supply of components on a timely and cost effective basis.  Our failure to do so would lead to a material adverse impact on our business.

Purchase orders for components or finished products are based on forecasted future sales requirements.  It is difficult to estimate future product demand for new products or products with declining sales.  Further, our customers frequently adjust their ordering patterns in response to factors such as inventory on hand, new product introductions, seasonal fluctuations, promotions, market demand and other factors.  As a result, our estimates, when inaccurate, can result in excess or insufficient purchase commitments.  We have recorded significant charges in the past relating to excess purchase commitments and inventory reserves and these charges can adversely affect our financial results.  We may be required to take similar charges attributable to forecasting inaccuracies in the future.

Intellectual Property Risks

Patent, copyright, trademark or other intellectual property infringement claims have been and may continue to be asserted against us at any time.  As we increase our revenue, it is possible that the volume of such assertions may increase, based upon our increased visibility, range of products, or attractiveness as a potential target for licensing fees.  Such intellectual property claims could have a number of adverse consequences, including an injunction against current or future product shipments, liability for damages and/or royalties, indemnification obligations and significant legal expenses.  We try to protect our intellectual property rights through a variety of means, including seeking and obtaining patents, trademarks and copyrights, and through license, nondisclosure and other agreements.  Any failure or inability to adequately protect our intellectual property rights could have material adverse consequences.
 
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IOMEGA CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION (Continued)
 
Risk Factors (Continued)

International Operations

Our International operations are currently accounting for more than two-thirds of our revenue.  Additionally, we have a relatively small administrative staff to support these operations.  Much of the support is coming from Corporate in the U.S.  International laws and rules can be very complicated and there is a risk that we will not meet all of the legal, tax and other requirements which could result in penalties or other actions.

Legal Risks

We have entered into multiple agreements, including license, service, supply, resale, distribution, development and other agreements in multiple jurisdictions throughout the world.  We are also subject to an array of regulatory and compliance requirements, including foreign legal requirements and a complex worldwide tax structure.

In addition, we employ people throughout the world.  Although we attempt to fulfill all of our obligations, enforce all of our rights appropriately and comply with all applicable laws and regulations under these agreements and relationships, our organization is complex and errors may occur.  We have been sued and may be sued, under numerous legal theories, including breach of contract, tort, product liability, intellectual property infringement and other theories.  Such litigation, regardless of the outcome, may have an adverse effect upon our profitability or public perception.

Uncertain Tax Positions

We adopted FIN 48 as of January 1, 2007, as required.  In 2007 and subsequent periods, the income tax assets and liabilities we recognize for uncertain tax positions, if any, will be adjusted when the related income tax liabilities are paid, the income tax positions are settled with the taxing authorities, the related statutes of limitations expire or under other circumstances as provided in FIN 48. Our assessment of uncertain tax positions requires that we make estimates and judgments about the application of tax laws, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than our estimates, or the related statutes of limitations expire without our being assessed additional income taxes, we will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur. Such adjustments may have a material impact on our income tax provision and our results of operations.

Other Risk Factors

We are subject to risks associated with general economic conditions and consumer confidence.  Any disruption in consumer confidence or general economic conditions including those caused by acts of war, natural disasters affecting key suppliers or key facilities, terrorism or other factors could affect our operating results.  Significant portions of our sales are generated in Europe and, to a lesser extent, Asia.  We invoice the majority of our European customers in Euros and invoice most of our remaining customers in U.S. dollars.  Fluctuations in the value of foreign currencies relative to the U.S. dollar that are not sufficiently hedged by international customers invoiced in U.S. dollars could result in lower sales and have an adverse effect on future operating results.  Our management is giving serious attention to possible strategic opportunities to build the business and find synergistic products or services.  Potential strategic transactions always involve a heightened risk of legal claims, disruption and unexpected costs, even failed explorations of transactions can result in spikes in costs for advisors, and even successful transactions can lead to unexpected costs.
 
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IOMEGA CORPORATION AND SUBSIDIARIES
PART II – OTHER INFORMATION
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS:

During the quarter ended September 30, 2007, we did not repurchase any shares of our Common Stock.  As of September 30, 2007, approximately $122.3 million remained available for future repurchases under the $150 million stock repurchase plan authorized by our Board of Directors on September 28, 2000.  The repurchase plan does not have a fixed termination date.

ITEM 6.  EXHIBITS:

The exhibits listed on the Exhibit Index filed as a part of this Quarterly Report on Form 10-Q are incorporated herein by reference.

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IOMEGA CORPORATION AND SUBSIDIARIES
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.



IOMEGA CORPORATION
(Registrant)



                                                                                                                  /s/ Jonathan S. Huberman                        .
Dated:                      November 8, 2007                                                              Jonathan S. Huberman
 Vice Chairman and Chief Executive Officer



                                                                                                                  /s/ Preston Romm                                    .
Dated:                      November 8, 2007                                                               Preston Romm
 
Vice President of Finance and
Chief Financial Officer(Principal financial and
accounting officer)

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IOMEGA CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX

The following exhibits are filed as part of this Quarterly Report on Form 10-Q:

Exhibit No.                   Description

10.27                             Form of Nonstatutory Stock Option Agreement under the 2007 Stock Incentive Plan.

31.7                               Section 302 certification letter from Jonathan S. Huberman, Vice Chairman and Chief
Executive Officer.

31.8                               Section 302 certification letter from Preston Romm, Vice President of Finance
and Chief Financial Officer.

32.7                               Section 906 certification letter from Jonathan S. Huberman, Vice Chairman and Chief
Executive Officer.

32.8                               Section 906 certification letter from Preston Romm, Vice President of Finance
and Chief Financial Officer.

 

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