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QLGC > SEC Filings for QLGC > Form 10-Q on 29-Jul-2009All Recent SEC Filings

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Form 10-Q for QLOGIC CORP


29-Jul-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 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; Fibre Channel over Ethernet, or FCoE, converged network adapters; and Ethernet 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; Enhanced Ethernet pass-through modules; 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, converged network controllers and Ethernet 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.
Business Combination
On April 27, 2009, we acquired NetXen, Inc. (NetXen) in a merger transaction. Cash consideration was $17.2 million for all outstanding NetXen capital stock. NetXen develops, markets and sells Ethernet adapter and controller products targeted at the enterprise server market. The acquisition expanded our product portfolio to include Ethernet networking products that are complementary to our existing products. The acquisition also expands our expertise to better address a wider range of emerging customer requirements for converged networks. The acquisition agreement provides for an adjustment to the purchase price based on the final working capital as of the date of acquisition. The working capital adjustment is expected to be finalized in the second quarter of fiscal 2010. The acquisition agreement also required that $5.1 million of the consideration be placed into an escrow account in connection with certain standard representations and warranties. The consideration placed in escrow is scheduled to be released between 18 and 24 months after the acquisition, subject to satisfaction of the standard representations and warranties. The escrowed amounts have been accounted for as cash consideration as of the date of the acquisition.
This business combination has been accounted for using the acquisition method. We have completed a preliminary assessment of the tangible assets acquired and liabilities assumed as of the acquisition date and have recorded provisional amounts for these assets and liabilities in our initial accounting for the acquisition. We are continuing our assessment and if new information obtained about facts and circumstances that existed at the acquisition date identifies adjustments to these provisional amounts or if additional assets or liabilities are determined to have existed at the acquisition date, the initial acquisition accounting will be revised accordingly. We are also in the process of valuing the intangible assets acquired and determining the net operating loss carryforwards and other tax effects related to the acquisition, including whether any portion of the goodwill resulting from the acquisition will be tax deductible. We expect to complete these analyses in fiscal 2010, which may result in an allocation of certain amounts to intangible assets and other adjustments to the provisional amounts recorded in our initial accounting for the acquisition, with corresponding adjustments to goodwill. To the extent a portion of the purchase price is allocated to intangible assets, we will have future amortization expense.


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First Quarter Financial Highlights and Other Information A summary of the key factors and significant events which impacted our financial performance during the first quarter of fiscal 2010 are as follows:
• Net revenues for the first quarter of fiscal 2010 were $122.8 million compared to $130.5 million in the fourth quarter of fiscal 2009. Revenues from Host Products were $88.3 million compared to $88.4 million in the fourth quarter of fiscal 2009 and revenues from Network Products were $25.0 million compared to $25.1 million in the fourth quarter of fiscal 2009.

• Gross profit as a percentage of net revenues was 63.8% for the first quarter of fiscal 2010 compared to 65.9% for the fourth quarter of fiscal 2009.

• Operating income as a percentage of net revenues was 13.4% for the first quarter of fiscal 2010 compared to 18.3% in the fourth quarter of fiscal 2009.

• Net income was $15.0 million, or $0.13 per diluted share, in the first quarter of fiscal 2010 compared to $19.2 million, or $0.16 per diluted share, in the fourth quarter of fiscal 2009.

• Cash, cash equivalents and investment securities were $354.8 million at June 28, 2009 compared to $378.3 million at March 29, 2009.

• Accounts receivable was $68.9 million as of June 28, 2009, compared to $68.5 million as of March 29, 2009. Days sales outstanding (DSO) in receivables was 51 days as of June 28, 2009 compared to 48 days as of March 29, 2009.

• Inventories were $29.9 million as of June 28, 2009, compared to $40.3 million as of March 29, 2009. Our annualized inventory turns in the first quarter of fiscal 2010 increased to 5.9 turns from 4.4 turns in the fourth quarter of fiscal 2009.

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 others 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
                                              June 28,        June 29,
                                                2009            2008
                                               (Dollars in millions)

               Net revenues:
               Host Products                 $     88.3      $    120.6
               Network Products                    25.0            29.9
               Silicon Products                     7.4            15.6
               Royalty and Service                  2.1             2.3

               Total net revenues            $    122.8      $    168.4

               Percentage of net revenues:
               Host Products                         72 %            72 %
               Network Products                      20              18
               Silicon Products                       6               9
               Royalty and Service                    2               1

               Total net revenues                   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


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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 decreased 27% to $122.8 million for the three months ended June 28, 2009 from $168.4 million for the three months ended June 29, 2008. This decrease was primarily the result of a $32.3 million, or 27%, decrease in revenue from Host Products; a $4.9 million, or 16%, decrease in revenue from Network Products; and an $8.2 million, or 52%, decrease in revenue from Silicon Products. The decrease in revenue from Host Products was primarily due to a 25% decrease in the quantity of host bus adapters sold and a 4% decrease in the average selling prices of these products. The decrease in revenue from Network Products was primarily due to an 18% decrease in both the number of units and average selling prices of Fibre Channel switches sold. The decrease in revenue from Silicon Products was due primarily to a 43% decrease in the units of protocol chips sold and a decrease in revenue from management controller chips, as these products reached end-of-life in fiscal 2009. Net revenues for the three months ended June 28, 2009 included $2.1 million of royalty and service revenue compared with $2.3 million of royalty and service revenue for the three months ended June 29, 2008. Royalty and service revenues are unpredictable and we do not expect them to be significant to our overall revenues.
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 89% and 84% of net revenues during the three months ended June 28, 2009 and fiscal year ended March 29, 2009, respectively. Three of our customers each represented 10% or more of net revenues for fiscal 2009, and these same three customers continued to be the only customers representing 10% or more of net revenues for the three months ended June 28, 2009.
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
                                               June 28,        June 29,
                                                 2009            2008
                                                    (In millions)
             United States                    $     60.8      $     80.6
             Europe, Middle East and Africa         28.4            41.0
             Asia-Pacific and Japan                 26.3            35.9
             Rest of the world                       7.3            10.9

                                              $    122.8      $    168.4

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.


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   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,
logistics 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
                                                June 28,       June 29,
                                                  2009           2008
                                                (Dollars in millions)

                Gross profit                   $    78.3       $ 112.7
                Percentage of net revenues          63.8 %        66.9 %

Gross profit for the three months ended June 28, 2009 decreased $34.4 million, or 30%, from gross profit for the three months ended June 29, 2008. The gross profit percentage for the three months ended June 28, 2009 was 63.8% and decreased from 66.9% for the corresponding period in the prior year. The decrease in gross profit percentage was primarily due to lower volumes to absorb manufacturing costs and a change in product mix, partially offset by a decrease of $1.2 million in amortization 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:

                                                 Three Months Ended
                                             June 28,         June 29,
                                               2009             2008
                                               (Dollars in millions)
               Operating expenses:
               Engineering and development   $    34.1       $     34.4
               Sales and marketing                19.5             22.9
               General and administrative          8.3              7.6

               Total operating expenses      $    61.9       $     64.9

               Percentage of net revenues:
               Engineering and development        27.8 %           20.4 %
               Sales and marketing                15.8             13.6
               General and administrative          6.8              4.5

               Total operating expenses           50.4 %           38.5 %

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 the three months ended June 28, 2009, engineering and development expenses decreased to $34.1 million from $34.4 million for the three months ended June 29, 2008.
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 decreased to $19.5 million for the three months ended June 28, 2009 from $22.9 million for the three months ended June 29, 2008. The decrease in sales and marketing expenses was due primarily to a $1.7 million decrease in promotional costs, including the costs for certain sales and marketing programs, and a $0.6 million decrease in travel costs, both related to our cost-cutting measures implemented in the second half of fiscal 2009. In addition, commissions expense decreased by $0.7 million as a result of the decline in net revenues.


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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 increased to $8.3 million for the three months ended June 28, 2009 from $7.6 million for the three months ended June 29, 2008. The increase in general and administrative expenses was due primarily to a $0.6 million increase in stock-based compensation expense.
Interest and Other Income, Net
Components of our interest and other income, net, are as follows:

                                                      Three Months Ended
                                                  June 28,         June 29,
                                                    2009             2008
                                                        (In millions)
         Interest income                          $     1.6       $      3.5
         Gain on sales of investment securities         1.4              0.4
         Loss on sales of investment securities        (0.2 )              -
         Impairment of investment securities              -             (2.7 )
         Other                                          0.1              0.3

                                                  $     2.9       $      1.5

Interest and other income for the three months ended June 28, 2009 of $2.9 million was comprised principally of interest income of $1.6 million related to our portfolio of investment securities and $1.2 million of net realized gains on sales of investment securities. Interest and other income for the three months ended June 29, 2008 of $1.5 million was comprised principally of interest income of $3.5 million related to our portfolio of investment securities and $0.4 million of net realized gains on sales of available-for-sale securities, partially offset by a $2.7 million impairment charge on investment securities. The decrease in interest income was primarily due to a decrease in the average balance of our investment 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 investment 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.
Income Taxes
Our effective income tax rate was 23% and 36% for the three months ended June 28, 2009 and June 29, 2008, respectively. We expect the annual effective income tax rate for fiscal 2010 to approximate 28% as compared to our actual annual effective tax rate of 36% for fiscal 2009. Our estimated effective tax rate for fiscal 2010 is favorably impacted by additional payments made in fiscal 2009 in connection with an intercompany technology license related to our intellectual property. These additional license payments resulted in a larger portion of income taxed at U.S. rates in fiscal 2009 compared to our estimates for fiscal 2010. In addition, the effective income tax rate for the three months ended June 28, 2009 was favorably impacted by higher income generated from our foreign operations, which are taxed at more favorable rates, and the resolution of various federal, state and foreign tax matters. 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 investment securities decreased to $354.8 million at June 28, 2009 from $378.3 million at March 29, 2009. The decrease in cash, cash equivalents and investment securities was due primarily to the purchase of our common stock pursuant to our stock repurchase program and the acquisition of NetXen, partially offset by cash generated from operations. We believe that existing cash, cash equivalents, investment securities and expected cash flow from operations will provide


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sufficient funds to finance our operations for at least the next twelve months. However, it is possible that we may need to supplement our existing sources of liquidity to finance our activities beyond the next twelve months or for the future acquisition of businesses, products or technologies and there can be no assurance that sources of liquidity will be available to us at that time.
Cash provided by operating activities was $16.9 million for the three months ended June 28, 2009 and $57.8 million for the three months ended June 29, 2008. Operating cash flow for the three months ended June 28, 2009 reflects our net income of $15.0 million, net non-cash charges of $21.9 million and a net increase in the non-cash components of working capital of $20.0 million. The increase in the non-cash components of working capital was primarily due to a $12.7 million decrease in accrued compensation, a $10.0 million decrease in accrued taxes and a $9.1 million decrease in accounts payable, partially offset by an $11.4 million decrease in inventories. The changes in accrued compensation, accrued taxes and accounts payable were primarily due to the timing of payment obligations. The decrease in inventories was associated with the completion of a planned contract manufacturer transition.
Cash used in investing activities was $64.3 million for the three months ended June 28, 2009 and consisted of $43.7 million of net purchases of investment securities, $13.7 million for the acquisition of NetXen (net of cash acquired), and $6.9 million of purchases of property and equipment. During the three months ended June 29, 2008, cash provided by investing activities of $3.1 million consisted primarily of net sales and maturities of investment securities of $9.3 million, partially offset by purchases of property and equipment of $6.2 million.
As our business grows, we expect capital expenditures to increase in the future as we continue to invest in machinery and equipment, more costly engineering and production tools for new technologies, and enhancements to our corporate information technology infrastructure.
Cash used in financing activities of $22.8 million for the three months ended June 28, 2009 consisted primarily of our purchase of $21.0 million of common stock under our stock repurchase program, $2.4 million for minimum tax withholdings paid on behalf of employees for restricted stock units that vested during the quarter and the repayment of a $0.9 million line of credit assumed in the NetXen acquisition, partially offset by $1.5 million of proceeds from the issuance of common stock under our stock plans and the related tax effect. During the three months ended June 29, 2008, cash used in financing activities of $26.2 million consisted primarily of our purchase of $28.1 million of common stock under our stock repurchase program and $1.6 million for minimum tax withholdings paid on behalf of employees for restricted stock units that vested during the quarter, partially offset by $3.5 million of proceeds from the issuance of common stock under our stock plans and the related tax effect.
As of June 28, 2009, our investment securities included $24.6 million of investments in auction rate securities (ARS), the majority of which are rated AA or higher. During late fiscal 2008, the market auctions of many ARS began to fail, including auctions for our ARS. The underlying assets for auction rate debt securities in our portfolio are student loans, substantially all of which are backed by the federal government under the Federal Family Education Loan Program. The underlying assets of our auction rate preferred securities are the respective funds' investment portfolios.
In November 2008, we entered into an agreement with the broker for all of the ARS we currently hold, which provides us with certain rights (ARS Rights), in exchange for the release of potential claims and damages against the broker. The ARS Rights entitle 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 . . .

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