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

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Form 10-Q for QLOGIC CORP


29-Oct-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 $17.6 million for all outstanding NetXen capital stock. NetXen developed, marketed and sold 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 expanded our expertise to better address a wider range of emerging customer requirements for converged networks. 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 date of 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.
We had previously completed a preliminary assessment of the tangible assets acquired and liabilities assumed as of the acquisition date and recorded provisional amounts for these assets and liabilities in our initial accounting for the acquisition. During the second quarter of fiscal 2010, we completed the final assessment of the fair value of tangible assets acquired and liabilities assumed, intangible assets acquired, and net operating loss carryforwards and other tax benefits related to the acquisition. The assessment resulted in the recording of $6.4 million of intangible assets related to the core technology and contractual licenses acquired and $8.3 million of net deferred tax assets, with corresponding decreases to goodwill.


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Second Quarter Financial Highlights and Other Information A summary of the key factors and significant events which impacted our financial performance during the second quarter of fiscal 2010 are as follows:
• Net revenues of $131.5 million for the second quarter of fiscal 2010 increased sequentially by $8.7 million, or 7%, from $122.8 million in the first quarter of fiscal 2010. Revenues from Host Products of $94.0 million for the second quarter of fiscal 2010 increased sequentially by $5.7 million, or 6%, from $88.3 million in the first quarter of fiscal 2010.

• Gross profit as a percentage of net revenues was 63.7% for the second quarter of fiscal 2010 compared to 63.8% for the first quarter of fiscal 2010.

• Operating income as a percentage of net revenues increased to 15.8% for the second quarter of fiscal 2010 from 13.4% in the first quarter of fiscal 2010.

• Net income increased to $16.2 million, or $0.14 per diluted share, in the second quarter of fiscal 2010 from $15.0 million, or $0.13 per diluted share, in the first quarter of fiscal 2010.

• Cash, cash equivalents and investment securities were $340.4 million at September 27, 2009 compared to $354.8 million at June 28, 2009.

• Accounts receivable was $75.2 million as of September 27, 2009, compared to $68.9 million as of June 28, 2009. Days sales outstanding (DSO) in receivables was 52 days as of September 27, 2009 compared to 51 days as of June 28, 2009.

• Inventories were $23.3 million as of September 27, 2009, compared to $29.9 million as of June 28, 2009. Our annualized inventory turns in the second quarter of fiscal 2010 increased to 8.2 turns from 5.9 turns in the first quarter of fiscal 2010.

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                              Six Months Ended
                                               September 27,           September 28,          September 27,          September 28,
                                                   2009                    2008                   2009                   2008
                                                                              (Dollars in millions)
Net revenues:
Host Products                                 $          94.0         $         119.7        $         182.3        $         240.3
Network Products                                         24.5                    29.8                   49.5                   59.7
Silicon Products                                          9.6                    15.6                   17.0                   31.2
Royalty and Service                                       3.4                     6.1                    5.4                    8.4

Total net revenues                            $         131.5         $         171.2        $         254.2        $         339.6

Percentage of net revenues:
Host Products                                              71 %                    70 %                   72 %                   71 %
Network Products                                           19                      17                     19                     18
Silicon Products                                            7                       9                      7                      9
Royalty and Service                                         3                       4                      2                      2

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 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. 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 23% to $131.5 million for the three months ended September 27, 2009 from $171.2 million for the three months ended September 28, 2008. This decrease was primarily the result of a $25.7 million, or 21%, decrease in revenue from Host Products; a $5.3 million, or 18%, decrease in revenue from Network Products; and a $6.0 million, or 39%, decrease in revenue from Silicon Products. The decrease in revenue from Host Products was primarily due to an 18% decrease in the quantity of host bus adapters sold and a 7% decrease in the average selling prices of these products. The decrease in revenue from Network Products was primarily due to a 16% decrease in the number of Fibre Channel switches sold and an 8% decrease in the average selling prices of these products. The decrease in revenue from Silicon Products was due primarily to a 16% decrease in the units of protocol chips sold and an 18% decrease in the average selling prices of these products. Net revenues for the three months ended September 27, 2009 included $3.4 million of royalty and service revenue compared with $6.1 million of royalty and service revenue for the three months ended September 28, 2008. Royalty and service revenues for the three months ended September 28, 2008, included a $3.5 million one-time royalty associated with the license of technology acquired from Troika Networks. Royalty and service revenues are unpredictable and we do not expect them to be significant to our overall revenues.
Net revenues decreased 25% to $254.2 million for the six months ended September 27, 2009 from $339.6 million for the six months ended September 28, 2008. This decrease was primarily the result of a $58.0 million, or 24%, decrease in revenue from Host Products; a $10.2 million, or 17%, decrease in revenue from Network Products; and a $14.2 million, or 46%, decrease in revenue from Silicon Products. The decrease in revenue from Host Products was primarily due to a 22% decrease in the quantity of host bus adapters sold and a 5% decrease in the average selling prices of these products. The decrease in revenue from Network Products was primarily due to a 17% decrease in the number of Fibre Channel switches sold and a 13% decrease in the average selling prices of these products. The decrease in revenue from Silicon Products was due primarily to a 30% decrease in the units of protocol chips sold, a 12% decrease in the average selling prices of these products and a decrease in revenue from management controller chips, as these products reached end-of-life in fiscal 2009. Net revenues for the six months ended September 27, 2009 included $5.4 million of royalty and service revenue compared with $8.4 million of royalty and service revenue for the six months ended September 28, 2008.
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 87% and 85% of net revenues during the six months ended September 27, 2009 and September, 28, 2008, respectively.
We believe that our major customers continually evaluate whether or not to purchase products from alternative or additional sources. 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                              Six Months Ended
                                               September 27,           September 28,          September 27,          September 28,
                                                   2009                    2008                   2009                   2008
                                                                                  (In millions)
United States                                 $          58.5         $          83.7        $         119.4        $         164.3
Asia-Pacific and Japan                                   36.5                    36.5                   62.7                   72.4
Europe, Middle East and Africa                           27.8                    42.0                   56.2                   83.0
Rest of the world                                         8.7                     9.0                   15.9                   19.9

Total net revenues                            $         131.5         $         171.2        $         254.2        $         339.6

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                              Six Months Ended
                                               September 27,           September 28,          September 27,          September 28,
                                                   2009                    2008                   2009                   2008
                                                                              (Dollars in millions)
Gross profit                                  $          83.7         $         116.2        $         162.0        $         228.9
Percentage of net revenues                               63.7 %                  67.9 %                 63.7 %                 67.4 %

Gross profit for the three months ended September 27, 2009 decreased $32.5 million, or 28%, from gross profit for the three months ended September 28, 2008. The gross profit percentage for the three months ended September 27, 2009 was 63.7% and decreased from 67.9% for the corresponding period in the prior year. The decrease in gross profit percentage was primarily due to lower volumes to absorb manufacturing costs, a change in product mix and the $3.5 million one-time royalty in fiscal 2009, partially offset by a $3.6 million decrease in amortization of purchased intangible assets.
Gross profit for the six months ended September 27, 2009 decreased $66.9 million, or 29%, from gross profit for the six months ended September 28, 2008. The gross profit percentage for the six months ended September 27, 2009 was 63.7% and decreased from 67.4% for the corresponding period in the prior year. The decrease in gross profit percentage was primarily due to lower volumes to absorb manufacturing costs, a change in product mix and the $3.5 million one-time royalty in fiscal 2009, partially offset by a $4.7 million decrease in amortization of purchased intangible assets.
Our ability to maintain our current gross profit percentage can be significantly affected by factors such as manufacturing volumes over which fixed costs are absorbed, sales discounts and customer incentives, component costs, 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                              Six Months Ended
                                               September 27,           September 28,          September 27,          September 28,
                                                   2009                    2008                   2009                   2008
                                                                              (Dollars in millions)
Operating expenses:
Engineering and development                   $          34.2         $          33.1        $          68.3        $          67.4
Sales and marketing                                      20.0                    24.0                   39.5                   47.0
General and administrative                                7.8                     9.2                   16.1                   16.7
Special charges                                           0.9                       -                    0.9                      -

Total operating expenses                      $          62.9         $          66.3        $         124.8        $         131.1

Percentage of net revenues:
Engineering and development                              26.1 %                  19.3 %                 26.9 %                 19.9 %
Sales and marketing                                      15.2                    14.0                   15.5                   13.8
General and administrative                                6.0                     5.4                    6.4                    4.9
Special charges                                           0.6                       -                    0.3                      -

Total operating expenses                                 47.9 %                  38.7 %                 49.1 %                 38.6 %

Engineering and Development. Engineering and development expenses consist primarily of compensation and related employee benefit costs, service and material costs, occupancy costs and related computer support costs. During the three months ended September 27, 2009, engineering and development expenses increased to $34.2 million from $33.1 million for the three months ended September 28, 2008. The increase in engineering and development expenses was primarily due to a $0.7 million increase in stock-based compensation.


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During the six months ended September 27, 2009, engineering and development expenses increased to $68.3 million from $67.4 million for the six months ended September 28, 2008. The increase in engineering and development expenses was primarily due to a $1.3 million increase in stock-based compensation, partially offset by a $0.5 million decrease in cash compensation and related employee benefit 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 employee benefit costs, sales commissions, promotional activities and travel for sales and marketing personnel. Sales and marketing expenses decreased to $20.0 million for the three months ended September 27, 2009 from $24.0 million for the three months ended September 28, 2008. The decrease in sales and marketing expenses was due primarily to a $1.5 million decrease in promotional costs, including the costs for certain sales and marketing programs, and a $0.5 million decrease in travel costs, both related to our cost-cutting measures implemented in the second half of fiscal 2009. In addition, cash compensation and related employee benefit costs decreased by $1.3 million.
Sales and marketing expenses decreased to $39.5 million for the six months ended September 27, 2009 from $47.0 million for the six months ended September 28, 2008. The decrease in sales and marketing expenses was due primarily to a $3.2 million decrease in promotional costs, including the costs for certain sales and marketing programs, and a $1.2 million decrease in travel costs, both related to our cost-cutting measures implemented in the second half of fiscal 2009. In addition, cash compensation and related employee benefit costs decreased by $2.0 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 employee 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 $7.8 million for the three months ended September 27, 2009 from $9.2 million for the three months ended September 28, 2008. The decrease in general and administrative expenses was due primarily to a $0.5 million decrease in legal fees and a $0.5 million decrease in cash compensation and related employee benefit costs.
General and administrative expenses decreased to $16.1 million for the six months ended September 27, 2009 from $16.7 million for the six months ended September 28, 2008. The decrease in general and administrative expenses was due primarily to a $0.7 million decrease in cash compensation and related employee benefit costs, and a $0.6 million decrease in outside services and legal fees. These decreases were partially offset by a $0.8 million increase in stock-based compensation.
Special Charges. We recorded special charges of $0.9 million during the three months ended September 27, 2009, related to our acquisition of NetXen. The special charges consisted of exit costs related to the former NetXen leased facility that we vacated and severance benefits for involuntarily terminated employees. The unpaid exit costs are expected to be paid over the terms of the related agreements, principally during fiscal 2010.
Interest and Other Income (Expense), Net Components of our interest and other income (expense), net, are as follows:

                                                        Three Months Ended                              Six Months Ended
                                               September 27,           September 28,          September 27,           September 28,
                                                   2009                    2008                   2009                    2008
                                                                                  (In millions)
Interest income                               $           1.4         $           3.0        $           3.0         $           6.5
Gain on sales of investment securities                    2.2                       -                    3.5                     0.4
Loss on sales of investment securities                   (1.3 )                     -                   (1.4 )                     -
Impairment of investment securities                         -                    (5.0 )                    -                    (7.7 )
Other                                                       -                       -                    0.2                     0.3

                                              $           2.3         $          (2.0 )      $           5.3         $          (0.5 )


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Interest and other income (expense) for the three months ended September 27, 2009 of $2.3 million was comprised principally of interest income of $1.4 million related to our portfolio of investment securities and $0.9 million of net realized gains on sales of investment securities. Interest and other income (expense) for the three months ended September 28, 2008 was comprised of a $5.0 million impairment charge on investment securities, partially offset by interest income of $3.0 million related to our portfolio of 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.
Interest and other income (expense) for the six months ended September 27, 2009 of $5.3 million was comprised principally of interest income of $3.0 million related to our portfolio of investment securities and $2.1 million of net realized gains on sales of investment securities. Interest and other income (expense) for the six months ended September 28, 2008 was comprised principally of a $7.7 million impairment charge on investment securities, partially offset by interest income of $6.5 million related to our portfolio of investment securities and $0.4 million of net realized gains on sales of 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 . . .

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