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QLGC > SEC Filings for QLGC > Form 10-K on 21-May-2009All Recent SEC Filings

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Form 10-K for QLOGIC CORP


21-May-2009

Annual Report


Item 7. 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 audited 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 I, 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 designer and supplier of high performance storage networking, server networking, data networking and converged networking infrastructure solutions. Our solutions are sold worldwide, primarily to original equipment manufacturers, or OEMs, and distributors. We sell Fibre Channel and Internet Small Computer Systems Interface, or iSCSI, host bus adapters; InfiniBand® host channel adapters; and Fibre Channel over Ethernet, or FCoE, converged network adapters, which we collectively refer to as Host Products. We sell Fibre Channel switches, including stackable edge, blade and virtualized pass through switches; InfiniBand switches, including high-end multi-protocol directors, edge and blade switches; and storage routers for bridging Fibre Channel and iSCSI networks, which we collectively refer to as Network Products. We also sell Fibre Channel controllers, iSCSI controllers and converged network controllers, all for select embedded and target applications, which we collectively refer to as Silicon Products.
Our products are incorporated in solutions from a number of OEM customers, including Cisco Systems, Inc., Dell Inc., EMC Corporation, Hewlett-Packard Company, International Business Machines Corporation, NetApp, Inc., Sun Microsystems, Inc. and many others.
We use a fifty-two/fifty-three week fiscal year ending on the Sunday nearest March 31. Fiscal years 2009, 2008 and 2007 each comprised fifty-two weeks and ended on March 29, 2009, March 30, 2008 and April 1, 2007, respectively.
Fiscal Year and Fourth Quarter Financial Highlights and Other Information During fiscal 2009, our net revenues increased 6% to $633.9 million from $597.9 million in fiscal 2008 and included increases in each of our Host Products, Network Products and Silicon Products. Net income for fiscal 2009 increased 13% to $108.8 million, or $0.85 per diluted share, from $96.2 million, or $0.67 per diluted share, in fiscal 2008. In addition, the Company generated $221.3 million in cash from operations during fiscal 2009.
A summary of the key factors and significant events which impacted our financial performance during the fourth quarter of fiscal 2009 are as follows:
• Net revenues for the fourth quarter of fiscal 2009 was $130.5 million compared to $159.7 million in the fourth quarter of fiscal 2008. Revenues from Host Products were $88.4 million compared to $110.3 million in the same quarter last year and revenues from Network Products were $25.1 million compared to $27.5 million in the same quarter of fiscal 2008.

• Gross profit as a percentage of net revenues of 65.9% for the fourth quarter of fiscal 2009 compared to 66.3% for the fourth quarter of fiscal 2008.

• Operating income as a percentage of net revenues was 18.3% for the fourth quarter of fiscal 2009 compared to 24.9% in the fourth quarter of fiscal 2008.

• Net income was $19.2 million, or $0.16 per diluted share, in the fourth quarter of fiscal 2009 compared to $22.8 million, or $0.17 per diluted share, in the fourth quarter of fiscal 2008.


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• Cash, cash equivalents and investment securities of $378.3 million at March 29, 2009 increased from $376.4 million at March 30, 2008.

• Accounts receivable was $68.5 million as of March 29, 2009, and decreased from $81.6 million as of March 30, 2008. Days sales outstanding (DSO) in receivables as of March 29, 2009 was 48 days compared to 47 days as of March 30, 2008.

• Inventories were $40.3 million as of March 29, 2009, compared to $27.5 million as of March 30, 2008. Our annualized inventory turns in the fourth quarter of fiscal 2009 were 4.4 turns compared to 7.8 turns in the fourth quarter of fiscal 2008.

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:

                                             2009        2008        2007
                                                 (Dollars in millions)
              Net revenues:
              Host Products                 $ 440.9     $ 437.9     $ 410.6
              Network Products                117.6       101.8        88.3
              Silicon Products                 61.4        44.3        76.7
              Royalty and Service              14.0        13.9        11.1

              Total net revenues            $ 633.9     $ 597.9     $ 586.7

              Percentage of net revenues:
              Host Products                      70 %        73 %        70 %
              Network Products                   18          17          15
              Silicon Products                   10           8          13
              Royalty and Service                 2           2           2

              Total net revenues                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 market for solutions in high performance computing 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.
The United States and other countries around the world have been experiencing deteriorating economic conditions. This economic decline has resulted in a global downturn in information technology spending rates, which has negatively impacted our revenue and operating results. In addition, we believe there may be potential for a broader slowdown in global information technology spending rates. 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 6% to $633.9 million for fiscal 2009 from $597.9 million for fiscal 2008. This increase was primarily the result of a $3.0 million, or 1%, increase in revenue from Host Products; a $15.8 million, or 16%, increase in revenue from Network Products; and a $17.1 million, or 39%, increase in revenue from Silicon Products. The increase in revenue from Host Products was primarily due to an 8% increase in the quantity of host bus adapters sold partially offset by a 7% decrease in average selling prices of these products. The increase in revenue from Network Products was primarily due to a 40% increase in the number of Fibre Channel switches sold, partially offset by a 21% decrease in the average selling prices of these products, and a 32% increase in the number of InfiniBand switches sold, partially offset by an 11% decrease in the average selling prices of these products. The increase in revenue from Silicon Products from the prior year was due primarily to a 32% increase in the number of Fibre Channel and iSCSI controllers sold. Net revenues for fiscal 2009 included $14.0 million of royalty and service revenue compared with $13.9 million of royalty and service


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revenue for fiscal 2008. Royalty and service revenues are unpredictable and we do not expect them to be significant to our overall revenues.
Net revenues were $597.9 million for fiscal 2008 compared to $586.7 million for fiscal 2007. This increase was primarily the result of a $27.3 million, or 7%, increase in revenue from Host Products and a $13.5 million, or 15%, increase in revenue from Network Products, partially offset by a $32.4 million, or 42%, decrease in revenue from Silicon Products. The increase in revenue from Host Products was primarily due to a 21% increase in the quantity of host bus adapters sold partially offset by a 12% decrease in average selling prices of these products. This host bus adapter volume increase was primarily driven by approximately a 150% increase in the quantity of Fibre Channel mezzanine cards sold which are used in blade servers and have a lower average selling price than standard host bus adapter products. The increase in revenue from Network Products was primarily due to the addition of InfiniBand switches to our product portfolio as a result of our acquisition of SilverStorm Technologies, Inc. (SilverStorm), partially offset by a 4% decrease in revenue from Fibre Channel switch products. The decrease in Fibre Channel switch revenue was primarily due to a decline in revenue from our legacy and end-of-life products, which was not offset by revenue from our more recent product offerings until late fiscal 2008. The decrease in revenue from Silicon Products from the same period in the prior year was due primarily to an expected decrease in units sold. Net revenues for fiscal 2008 included $13.9 million of royalty and service revenue compared with $11.1 million of royalty and service revenue for fiscal 2007.
A small number of our customers account for a substantial portion of our net revenues, and we expect that a small number of customers will continue to represent a substantial portion of our net revenues for the foreseeable future. Our top ten customers accounted for 84%, 85% and 80% of net revenues during fiscal 2009, 2008 and 2007, respectively.
A summary of our customers, including their manufacturing subcontractors, that represent 10% or more of our net revenues for any of the fiscal years presented is as follows:

                                            2009     2008     2007
                        Hewlett-Packard      21 %     20 %     16 %
                        IBM                  18 %     16 %     17 %
                        Sun Microsystems     11 %     11 %     12 %

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:

                                               2009        2008        2007
                                                       (In millions)
             United States                    $ 303.7     $ 305.2     $ 314.3
             Europe, Middle East and Africa     154.5       144.6       132.0
             Asia-Pacific and Japan             139.9       113.1       111.1
             Rest of world                       35.8        35.0        29.3

                                              $ 633.9     $ 597.9     $ 586.7

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. No individual country other than the United States represented 10% or more of net revenues for any of the fiscal years presented. 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 and impairment of purchased intangible assets. A summary of our gross profit and related percentage of net revenues is as follows:

                                              2009        2008        2007
                                                  (Dollars in millions)
               Gross profit                 $ 423.8     $ 391.9     $ 394.7
               Percentage of net revenues      66.9 %      65.6 %      67.3 %


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Gross profit for fiscal 2009 increased $31.9 million, or 8%, from gross profit for fiscal 2008. The gross profit percentage for fiscal 2009 was 66.9% and increased from 65.6% for the prior year. The increase in gross profit percentage was primarily the result of manufacturing related efficiencies and a decline of $3.5 million in amortization and impairment of purchased intangible assets in fiscal 2009.
Gross profit for fiscal 2008 decreased $2.8 million from gross profit for fiscal 2007. The gross profit percentage for fiscal 2008 was 65.6% and decreased from 67.3% for the prior year. The decline in gross profit percentage was primarily impacted by a shift in product mix, including the addition of InfiniBand products as a result of our acquisition of SilverStorm, and an increase of $4.1 million in amortization and impairment of purchased intangible assets.
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. Operating Expenses
Our operating expenses are summarized in the following table:

                                                      2009        2008        2007
                                                          (Dollars in millions)
     Operating expenses:
     Engineering and development                     $ 133.2     $ 134.7     $ 135.3
     Sales and marketing                                87.0        84.2        86.8
     General and administrative                         32.6        34.0        31.0
     Special charges                                     4.1         5.3           -
     Purchased in-process research and development         -           -         3.7

     Total operating expenses                        $ 256.9     $ 258.2     $ 256.8

     Percentage of net revenues:
     Engineering and development                        21.0 %      22.5 %      23.1 %
     Sales and marketing                                13.7        14.1        14.8
     General and administrative                          5.2         5.7         5.3
     Special charges                                     0.6         0.9           -
     Purchased in-process research and development         -           -         0.6

     Total operating expenses                           40.5 %      43.2 %      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. During fiscal 2009, engineering and development expenses decreased to $133.2 million from $134.7 million in fiscal 2008. The decrease was primarily due to a $1.0 million decrease in acquisition-related stock-based compensation that resulted from headcount reductions in the fourth quarter of fiscal 2009, a $0.9 million decrease in cash compensation and benefit costs and a $0.7 million decrease in occupancy and related computer support costs that both resulted from a net reduction in headcount, including a reduction in headcount related to the consolidation and elimination of certain engineering activities during fiscal 2008. These decreases were partially offset by a $1.2 million increase in depreciation and equipment costs.
During fiscal 2008, engineering and development expenses decreased to $134.7 million from $135.3 million in fiscal 2007. The decrease in engineering and development expenses was due primarily to a decrease in acquisition-related stock-based compensation of $6.4 million, a $1.6 million decrease in new product development costs and a $1.5 million decrease in cash compensation and related benefit costs. These decreases resulted primarily from the consolidation and elimination of certain engineering activities. See further discussion under "Special Charges." These decreases were partially offset by a $3.3 million increase in stock-based compensation, excluding acquisition-related charges, a $3.2 million increase in occupancy costs and related computer support costs, and a $2.5 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.


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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 $87.0 million for fiscal 2009 from $84.2 million for fiscal 2008. The increase in sales and marketing expenses was due primarily to a $2.4 million increase in salaries due to increased average headcount during fiscal 2009, a $1.7 million increase in occupancy costs and related computer support costs and a $1.4 million increase in commissions. These increases were partially offset by a $2.2 million decrease in promotional costs, including our costs for certain sales and marketing programs, and a $0.6 million decrease in travel costs, both related to our cost cutting measures in the second half of fiscal 2009.
Sales and marketing expenses decreased to $84.2 million for fiscal 2008 from $86.8 million for fiscal 2007. The decrease in sales and marketing expenses was due primarily to a $4.0 million decrease in promotional costs, including the costs for certain sales and marketing programs, and a decrease in stock-based compensation of $3.3 million, including stock-based compensation related to acquisitions, partially offset by a $2.0 million increase in amortization of purchased intangible assets related to the acquisition of SilverStorm, an increase in depreciation and equipment costs of $1.0 million, a $0.9 million increase in cash compensation and related benefit costs and a $0.9 million increase in travel related expenses.
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 decreased to $32.6 million for fiscal 2009 from $34.0 million for fiscal 2008. The decrease in general and administrative expenses was due primarily to a $2.8 million decrease in stock-based compensation, partially offset by a $1.6 million increase in cash compensation and related benefit costs due to increased headcount.
General and administrative expenses increased to $34.0 million for fiscal 2008 from $31.0 million for fiscal 2007. The increase in general and administrative expenses was due primarily to a $0.7 million increase in cash compensation and related benefit costs, a $0.6 million increase in accounting and legal fees, and a $0.4 million increase in bad debt expense.
Special Charges. During fiscal 2009, we implemented a workforce reduction initiative, primarily in response to the macroeconomic environment, and recorded special charges totaling $4.1 million. The special charges consisted primarily of $3.9 million of exit costs associated with severance benefits for the affected employees and costs related to a facility under a non-cancelable lease that we vacated during fiscal 2009.
During fiscal 2008, we recorded special charges totaling $5.3 million related to workforce reductions and the consolidation and elimination of certain activities, principally related to certain engineering functions. The special charges consisted of $5.0 million for exit costs and $0.3 million for asset impairments. The exit costs include the costs associated with workforce reductions, the cancellation of a contract and the consolidation of certain facilities.
The unpaid exit costs as of March 29, 2009, which aggregate $2.0 million, are expected to be paid over the terms of the related agreements, principally during fiscal 2010.
Purchased In-Process Research and Development. In connection with our acquisitions, we recorded $3.7 million of purchased in-process research and development (IPR&D) charges during fiscal 2007. The amounts allocated to IPR&D were determined through established valuation techniques used in the high technology industry and were expensed upon acquisition as it was determined that the underlying projects had not reached technological feasibility and no alternative future uses existed.
The fair value of the IPR&D for each of the acquisitions was determined using the income approach. Under the income approach, the expected future cash flows from each project under development are estimated and discounted to their net present values at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted-average cost of capital and return on assets, as well as the risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. Each project was analyzed to determine the unique technological innovations, the existence and reliance on core technology, the existence of any alternative future use or current technological feasibility, and the complexity, cost and time to complete the remaining development. Future cash flows for each project were estimated based on forecasted revenue and costs, taking into account product life cycles, and market penetration and growth rates.
As of March 30, 2008, all IPR&D projects were complete.


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Interest and Other Income, Net
   Components of our interest and other income, net, are as follows:

                                                          2009        2008       2007
                                                                 (In millions)
   Interest income                                       $  11.3     $ 20.6     $ 25.7
   Impairment of investment securities                     (16.4 )     (6.9 )     (8.1 )
   Gain on sales of available-for-sale securities            2.7        0.8        0.2
   Loss on sales of available-for-sale securities           (1.2 )     (0.2 )     (1.8 )
   Gain on sale of shares of a publicly-traded company       2.1          -          -
   Gain related to put options                               9.3          -          -
   Loss on trading securities                               (5.8 )        -          -
   Other                                                     0.1       (0.3 )      0.9

                                                         $   2.1     $ 14.0     $ 16.9

Interest income decreased to $11.3 million in fiscal 2009 from $20.6 million in fiscal 2008 primarily due to a decrease in the balance of our investment securities and a decline in interest rates.
The impairment charges on investment securities of $16.4 million, includes $11.3 million related to declines in value of our available-for-sale securities that were deemed to be other-than-temporary and $5.1 million related to our investments in a money market fund and an enhanced cash fund sponsored by The Reserve (an asset management company).
During fiscal 2009, we sold all of our remaining holdings in common stock that we held in a publicly-traded company and recorded a net gain of $2.1 million. We had received the common stock in connection with the sale of our hard disk drive controller and tape drive controller business in fiscal 2006. We had previously recorded impairment charges related to these shares totaling $15.9 million since fiscal 2007, including $4.3 million during fiscal 2009.
The gain related to put options includes $8.1 million recognized as a result of 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. In addition, we recorded a $1.2 million gain related to subsequent increases in the fair value of these put options during fiscal 2009. . . .

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