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QLGC > SEC Filings for QLGC > Form 10-Q on 4-Feb-2009All Recent SEC Filings

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Form 10-Q for QLOGIC CORP


4-Feb-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes. In this discussion and elsewhere in this report, we make forward-looking statements. These forward-looking statements are made in reliance upon safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, descriptions of our expectations regarding future trends affecting our business and other statements regarding future events or our objectives, goals, strategies, beliefs and underlying assumptions that are other than statements of historical fact. When used in this report, the words "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," "will" and similar expressions or the negative of such expressions are intended to identify these forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of several factors, including, but not limited to those factors set forth and discussed in Part II, Item 1A "Risk Factors" and elsewhere in this report. In light of the significant uncertainties inherent in the forward-looking information included in this report, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. We undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Overview
We are a supplier of high performance network infrastructure solutions, which are sold primarily to original equipment manufacturers, or OEMs, and distributors. Our Host Products consist primarily of Fibre Channel and Internet Small Computer Systems Interface, or iSCSI, host bus adapters, or HBAs; and InfiniBand® host channel adapters, or HCAs. Our Network Products consist primarily of Fibre Channel switches, including core, blade and stackable switches; InfiniBand switches, including edge fabric switches and multi-protocol fabric directors; and storage routers for bridging Fibre Channel and iSCSI networks. Our Silicon Products consist primarily of protocol chips. All of these solutions address the storage area network, or SAN, or server fabric connectivity infrastructure requirements of small, medium and large enterprises. Our products based on InfiniBand technology are designed for the emerging high performance computing, or HPC, environments.
Our products are incorporated in solutions from a number of OEM customers, including Cisco Systems, Inc., Dell Inc., EMC Corporation, Hitachi Data Systems, Hewlett-Packard Company, International Business Machines Corporation, NetApp, Inc., Sun Microsystems, Inc. and many others.
Third Quarter Financial Highlights and Other Information A summary of the key factors and significant events which impacted our financial performance during the third quarter of fiscal 2009 are as follows:
• Net revenues were $163.7 million for the third quarter of fiscal 2009 compared to $171.2 million in the second quarter of fiscal 2009.

• Gross profit as a percentage of net revenues was 66.5% for the third quarter of fiscal 2009 compared to 67.9% for the second quarter of fiscal 2009.

• Operating income as a percentage of net revenues was 27.7% for the third quarter of fiscal 2009 compared to 29.2% in the second quarter of fiscal 2009.

• Net income of $30.8 million, or $0.24 per diluted share, in the third quarter of fiscal 2009 increased from $27.2 million, or $0.20 per diluted share, in the second quarter of fiscal 2009.

• Cash, cash equivalents and marketable securities were $371.7 million at December 28, 2008 compared to $421.0 million at September 28, 2008.

• Accounts receivable was $87.5 million as of December 28, 2008, compared to $77.9 million as of September 28, 2008. Days sales outstanding (DSO) in receivables was 49 days as of December 28, 2008 compared to 41 days as of September 28, 2008.

• Inventories were $30.2 million as of December 28, 2008, compared to $33.3 million as of September 28, 2008. Our annualized inventory turns in the third quarter of fiscal 2009 increased to 7.3 from 6.6 turns in second quarter of fiscal 2009.


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As a result of the worldwide economic slowdown, it is extremely difficult for us and our customers to forecast future sales levels based on historical information and trends. Portions of our expenses are fixed and other expenses are tied to expected levels of sales activities. To the extent that we do not achieve our anticipated level of sales, our gross profit and net income could be adversely affected until such expenses are reduced to an appropriate level. Results of Operations
Net Revenues
A summary of the components of our net revenues is as follows:

                                                       Three Months Ended                          Nine Months Ended
                                               December 28,          December 30,          December 28,         December 30,
                                                   2008                  2007                  2008                 2007
                                                                           (Dollars in millions)
Net revenues:
Host Products                                 $        112.2         $       118.9        $        352.5        $       327.5
Network Products                                        32.8                  27.8                  92.5                 74.2
Silicon Products                                        16.5                   9.3                  47.7                 30.4
Royalty and Service                                      2.2                   2.0                  10.6                  6.0

Total net revenues                            $        163.7         $       158.0        $        503.3        $       438.1

Percentage of net revenues:
Host Products                                             69 %                  75 %                  70 %                 75 %
Network Products                                          20                    18                    18                   17
Silicon Products                                          10                     6                    10                    7
Royalty and Service                                        1                     1                     2                    1

Total net revenues                                       100 %                 100 %                 100 %                100 %

Historically, the global marketplace for network infrastructure solutions has expanded in response to the information storage requirements of enterprise business environments, as well as the emerging market for solutions in HPC environments. These markets have been characterized by rapid advances in technology and related product performance, which has generally resulted in declining average selling prices over time. In general, our revenues have been favorably affected by increases in units sold as a result of market expansion and the release of new products. The favorable effect on our revenues as a result of increases in volume has been partially offset by the impact of declining average selling prices. However, as a result of the worldwide economic slowdown, we believe there may be potential for a broader slowdown in global IT spending rates in the next few quarters. Accordingly, it is extremely difficult for us to forecast future sales levels and historical information may not be indicative of future trends.
Our net revenues are derived primarily from the sale of Host Products, Network Products and Silicon Products. Net revenues increased 4% to $163.7 million for the three months ended December 28, 2008 from $158.0 million for the three months ended December 30, 2007. The change in net revenue was primarily the result of a $6.7 million, or 6%, decrease in revenue from Host Products; a $5.0 million, or 18%, increase in revenue from Network Products; and a $7.2 million, or 78%, increase in revenue from Silicon Products. The decrease in revenue from Host Products was primarily due to a 9% decrease in the average selling prices of HBAs, partially offset by a 3% increase in the quantity of these products sold. The increase in revenue from Network Products was primarily due to a 27% increase in the number of InfiniBand switches sold and a 49% increase in the number of Fibre Channel switches sold, partially offset by a 27% decrease in the average selling prices of Fibre Channel switches. The increase in revenue from Silicon Products from the same period in the prior year was due primarily to an increase in the number of protocol chips sold, partially offset by a decrease in revenue from management controllers, as these products have reached end of life. Royalty and Service revenues are unpredictable and we do not expect them to be significant to our overall revenues.
Net revenues increased 15% to $503.3 million for the nine months ended December 28, 2008 from $438.1 million for the nine months ended December 30, 2007. This increase was primarily the result of a $25.0 million, or 8%, increase in revenue from Host Products; an $18.3 million, or 25%, increase in revenue from Network Products; and a $17.3 million, or 57%, increase in revenue from Silicon Products. The increase in revenue from Host Products was primarily due to a 17% increase in the quantity of HBAs sold partially offset by an 8% decrease in average selling prices of these products. The increase in revenue from Network Products was primarily due to a 58% increase in the number of Fibre Channel switches sold, partially offset by a 23% decrease in the average selling prices of these products and a 46% increase in the number of InfiniBand switches sold. The increase in revenue from Silicon Products from the same period in the prior year was due primarily to an increase in the number of protocol chips sold. Royalty and Service revenues for the nine months ended December 28, 2008 increased to $10.6 million from $6.0 million for the nine months ended December 30, 2007, primarily due to a $3.5 million one-time royalty associated with the license of technology acquired from Troika Networks.


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A small number of our customers account for a substantial portion of our net revenues, and we expect that a limited number of customers will continue to represent a substantial portion of our net revenues for the foreseeable future. Our top ten customers accounted for 83% and 85% of net revenues during the nine months ended December 28, 2008 and the fiscal year ended March 30, 2008, respectively. Three of our customers each represented 10% or more of net revenues for fiscal 2008, and these same three customers continued to be the only customers representing 10% or more of net revenues for the nine months ended December 28, 2008.
We believe that our major customers continually evaluate whether or not to purchase products from alternative or additional sources. Additionally, customers' economic and market conditions frequently change. Accordingly, there can be no assurance that a major customer will not reduce, delay or eliminate its purchases from us. Any such reduction, delay or loss of purchases could have a material adverse effect on our business, financial condition or results of operations.
Net revenues by geographic area are as follows:

                                                       Three Months Ended                          Nine Months Ended
                                               December 28,          December 30,          December 28,         December 30,
                                                   2008                  2007                  2008                 2007
                                                                               (In millions)
United States                                 $         75.8         $        78.7        $        240.1        $       224.9
Europe, Middle East and Africa                          40.4                  40.2                 123.4                105.4
Asia-Pacific and Japan                                  39.0                  29.1                 111.4                 81.0
Rest of the world                                        8.5                  10.0                  28.4                 26.8

Total net revenues                            $        163.7         $       158.0        $        503.3        $       438.1

Revenues by geographic area are presented based upon the country of destination, which is not necessarily indicative of the location of the ultimate end-user of our products.
Gross Profit
Gross profit represents net revenues less cost of revenues. Cost of revenues consists primarily of the cost of purchased products, assembly and test services; costs associated with product procurement, inventory management and product quality; and the amortization of purchased intangible assets. A summary of our gross profit and related percentage of net revenues is as follows:

                                    Three Months Ended                 Nine Months Ended
                              December 28,      December 30,     December 28,     December 30,
                                  2008              2007             2008             2007
                                                   (Dollars in millions)
Gross profit                   $    108.9       $     105.8       $    337.8      $     286.0
Percentage of net revenues           66.5 %            66.9 %           67.1 %           65.3 %

Gross profit for the three months ended December 28, 2008 increased $3.1 million, or 3%, from gross profit for the three months ended December 30, 2007. The gross profit percentage for the three months ended December 28, 2008 was 66.5% and compared to 66.9% for the corresponding period in the prior year.
Gross profit for the nine months ended December 28, 2008 increased $51.8 million, or 18%, from gross profit for the nine months ended December 30, 2007. The gross profit percentage for the nine months ended December 28, 2008 was 67.1% and increased from 65.3% for the corresponding period in the prior year. The increase in gross profit percentage was primarily the result of manufacturing related efficiencies.
Our ability to maintain our current gross profit percentage can be significantly affected by factors such as the results of our investment in engineering and development activities, supply costs, the worldwide semiconductor foundry capacity, the mix of products shipped, the transition to new products, competitive price pressures, the timeliness of volume shipments of new products, the level of royalties received, our ability to achieve manufacturing cost reductions, and amortization and impairments of purchased intangible assets. We anticipate that it will be increasingly difficult to reduce manufacturing costs. As a result of these and other factors, it may be difficult to maintain our gross profit percentage consistent with historical periods and it may decline in the future.


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 Operating Expenses
   Our operating expenses are summarized in the following table:

                                                      Three Months Ended                          Nine Months Ended
                                              December 28,          December 30,          December 28,         December 30,
                                                  2008                  2007                  2008                 2007
                                                                          (Dollars in millions)
Operating expenses:
Engineering and development                   $        33.1         $        33.2        $        100.6        $       100.9
Sales and marketing                                    20.9                  20.3                  67.9                 62.1
General and administrative                              8.2                   8.2                  24.9                 25.2
Special charges                                         1.4                     -                   1.4                  3.8

Total operating expenses                      $        63.6         $        61.7        $        194.8        $       192.0

Percentage of net revenues:
Engineering and development                            20.2 %                21.0 %                20.0 %               23.0 %
Sales and marketing                                    12.8                  12.9                  13.5                 14.2
General and administrative                              5.0                   5.2                   4.9                  5.8
Special charges                                         0.9                     -                   0.3                  0.8

Total operating expenses                               38.9 %                39.1 %                38.7 %               43.8 %

Engineering and Development. Engineering and development expenses consist primarily of compensation and related benefit costs, service and material costs, occupancy costs and related computer support costs. Engineering and development expenses decreased to $33.1 million for the three months ended December 28, 2008 from $33.2 million for the three months ended December 30, 2007. During the nine months ended December 28, 2008, engineering and development expenses decreased to $100.6 million from $100.9 million for the nine months ended December 30, 2007. The decrease was primarily due to a $1.7 million decrease in cash compensation and benefit costs resulting from a net reduction in headcount, including a reduction in headcount related to the consolidation and elimination of certain engineering activities during fiscal 2008. This decrease was partially offset by a $1.1 million increase in depreciation and equipment costs.
We believe continued investments in engineering and development activities are critical to achieving future design wins, expansion of our customer base and revenue growth opportunities.
Sales and Marketing. Sales and marketing expenses consist primarily of compensation and related benefit costs, sales commissions, promotional activities and travel for sales and marketing personnel. Sales and marketing expenses increased to $20.9 million for the three months ended December 28, 2008 from $20.3 million for the three months ended December 30, 2007. The increase in sales and marketing expenses was due primarily to a $0.5 million increase in cash compensation and related benefit costs.
Sales and marketing expenses increased to $67.9 million for the nine months ended December 28, 2008 from $62.1 million for the nine months ended December 30, 2007. The increase in sales and marketing expenses was due primarily to a $4.1 million increase in cash compensation and related benefit costs, principally related to a $1.9 million increase in salaries due to increased headcount and a $1.8 million increase in commissions. In addition, occupancy costs and related computer support costs increased by $1.4 million.
We believe continued investments in our sales and marketing organizational infrastructure and related marketing programs are critical to the success of our strategy of expanding our customer base and enhancing relationships with our existing customers.
General and Administrative. General and administrative expenses consist primarily of compensation and related benefit costs for executive, finance, accounting, human resources, legal and information technology personnel. Non-compensation components of general and administrative expenses include accounting, legal and other professional fees, facilities expenses and other corporate expenses. General and administrative expenses were consistent at $8.2 million for the three months ended December 28, 2008 and December 30, 2007, respectively.
General and administrative expenses decreased to $24.9 million for the nine months ended December 28, 2008 from $25.2 million for the nine months ended December 30, 2007. The decrease in general and administrative expenses was due primarily to a $2.1 million decrease in stock-based compensation, partially offset by a $1.3 million increase in cash compensation and related benefit costs due to increased headcount.


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Special Charges. During the three months ended December 28, 2008, we implemented a workforce reduction initiative primarily in response to the macroeconomic environment and recorded special charges totaling $1.4 million associated with the cost of severance benefits for the affected employees, of which $0.8 million had been paid as of December 28, 2008. The unpaid severance benefits of $0.6 million are expected to be paid over the terms of the related agreements, principally during fiscal 2009.
During the nine months ended December 30, 2007, we recorded special charges of $3.8 million associated with the consolidation and elimination of certain engineering activities. As of December 28, 2008, the payments related to these activities were substantially complete.
Interest and Other Income, Net
Components of our interest and other income, net, are as follows:

                                                             Three Months Ended                            Nine Months Ended
                                                     December 28,           December 30,          December 28,           December 30,
                                                         2008                   2007                  2008                   2007
                                                                                      (In millions)
Interest income                                     $          2.9         $          4.4        $          9.4         $         16.2
Gain on recognition of put options                             8.1                      -                   8.1                      -
Loss on trading securities                                    (4.5 )                    -                  (4.5 )                    -
Impairment of available-for-sale securities                   (4.3 )                    -                 (12.0 )                    -
Gain on sales of available-for-sale securities                 0.6                    0.4                   1.0                    0.6
Loss on sales of available-for-sale securities                (0.1 )                    -                  (0.1 )                 (0.2 )
Other                                                         (0.2 )                  0.1                   0.1                    0.3

                                                    $          2.5         $          4.9        $          2.0         $         16.9

Interest and other income, net, for the three months ended December 28, 2008 was comprised principally of an $8.1 million gain on the recognition of put options and $2.9 million of interest income related to our portfolio of marketable securities, partially offset by a $4.5 million loss on trading securities and a $4.3 million impairment charge on available-for-sale securities. The gain on recognition of put options resulted from an agreement that we entered into with the broker for substantially all of our auction rate securities (ARS) that entitles us to sell the related ARS back to the broker for a price equal to the liquidation preference of the ARS plus accrued but unpaid dividends or interest, if any, at any time between June 30, 2010 and July 2, 2012, if the securities are not earlier redeemed or sold. The loss on trading securities was due to the realization of $3.4 million of previously unrealized losses on certain ARS that were transferred from accumulated other comprehensive loss as a result of the reclassification of the ARS from available-for-sale to trading securities and $1.1 million related to changes in the fair market value of the trading securities subsequent to the reclassification. Interest income decreased primarily due to a decrease in the balance of our marketable securities and a decline in interest rates.
Interest and other income, net, for the nine months ended December 28, 2008 was comprised principally of $9.4 million of interest income related to our portfolio of marketable securities, the $8.1 million gain on the recognition of the put options and $0.9 million of net gains on sales of available-for-sale securities, partially offset by a $12.0 million impairment charge on available-for-sale securities and the $4.5 million loss on trading securities. Interest income decreased primarily due to a decrease in the balance of our marketable securities and a decline in interest rates.
We reviewed various factors in determining whether to recognize an impairment charge related to our unrealized losses in available-for-sale securities, including the current financial and credit market environment, the financial condition and near term prospects of the issuer of the marketable security, the magnitude of the unrealized loss compared to the cost of the investment, the length of time the investment has been in a loss position and our intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery of market value. Based on this analysis, we determined that a portion of the unrealized losses were other-than-temporary and recorded impairment charges of $4.3 million and $12.0 million related to our portfolio of available-for-sale securities during the three and nine months ended December 28, 2008, respectively.


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Income Taxes
Our effective income tax rate was 38% and 34% for the nine months ended December 28, 2008 and December 30, 2007, respectively. Our effective income tax rate for the nine months ended December 28, 2008 was adversely impacted by a valuation allowance against deferred tax assets related to impairment charges on certain available-for-sale securities. Due to the recent turmoil in the financial and credit markets, and limitations on the deductibility of capital losses, we are currently unable to assert that it is more likely than not that we will realize the benefit of the related deferred tax assets. The impact of the valuation allowance was partially offset by the retroactive benefit for the federal research tax credit which was reinstated in October 2008. We expect the annual effective tax rate for fiscal 2009 to approximate 37%. Our annual effective tax rate was 35% for fiscal 2008. Given the increased global scope of our operations, and the complexity of global tax and transfer pricing rules and regulations, it has become increasingly difficult to estimate earnings within each tax jurisdiction. If actual earnings within each tax jurisdiction differ materially from our estimates, we may not achieve our expected effective tax rate. Additionally, our effective tax rate may be impacted by other items including the tax effects of acquisitions, newly enacted tax legislation, stock-based compensation and uncertain tax positions. Liquidity and Capital Resources
Our combined balances of cash, cash equivalents and marketable securities totaled $371.7 million at December 28, 2008 compared to $376.4 million at March 30, 2008. The decrease in cash, cash equivalents and marketable securities . . .

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