SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 29, 2002
OR
| [ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File No. 0-11007
EMULEX CORPORATION
| Delaware (State or other jurisdiction of incorporation or organization) 3535 Harbor Boulevard Costa Mesa, California (Address of principal executive offices) |
51-0300558 (I.R.S Employer Identification No.) 92626 (Zip Code) |
(714) 662-5600
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
As of November 5, 2002, the registrant had 81,950,169 shares of common stock outstanding.
EMULEX CORPORATION AND SUBSIDIARIES
INDEX
| PAGE | |||||
Part I. FINANCIAL INFORMATION |
|||||
Item 1. Financial Statements |
|||||
Condensed Consolidated Balance Sheets
September 29, 2002 and June 30, 2002 |
2 | ||||
Condensed Consolidated Statements of Operations
Three months ended September 29, 2002
and September 30, 2001 |
3 | ||||
Condensed Consolidated Statements of Cash Flows
Three months ended September 29, 2002
and September 30, 2001 |
4 | ||||
Notes to Condensed Consolidated Financial Statements |
5 | ||||
Item 2. Managements Discussion and Analysis of |
|||||
Financial Condition and Results of Operations |
11 | ||||
Item 3. Qualitative and Quantitative Disclosures about Market Risk |
30 | ||||
Item 4. Controls and Procedures |
30 | ||||
Part II. OTHER INFORMATION |
|||||
Item 1. Legal Proceedings |
30 | ||||
Item 6. Exhibits and Reports on Form 8-K |
32 | ||||
Signatures |
34 | ||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
EMULEX CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
| September 29, | June 30, | |||||||||
| 2002 | 2002 | |||||||||
Assets |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ | 129,406 | $ | 282,561 | ||||||
Restricted cash |
1,740 | 2,024 | ||||||||
Investments |
192,747 | 227,905 | ||||||||
Accounts and other receivables, net |
40,521 | 36,259 | ||||||||
Inventories, net |
18,376 | 14,833 | ||||||||
Prepaid expenses |
3,768 | 3,779 | ||||||||
Deferred income taxes |
37,536 | 30,205 | ||||||||
Total current assets |
424,094 | 597,566 | ||||||||
Property and equipment, net |
18,376 | 18,574 | ||||||||
Investments |
224,092 | 119,302 | ||||||||
Goodwill, net |
397,256 | 397,256 | ||||||||
Other intangibles, net |
31,421 | 32,874 | ||||||||
Deferred income taxes |
5,136 | 29,385 | ||||||||
Other assets |
7,908 | 12,407 | ||||||||
| $ | 1,108,283 | $ | 1,207,364 | |||||||
Liabilities and Stockholders Equity |
||||||||||
Current liabilities: |
||||||||||
Accounts payable |
$ | 16,601 | $ | 12,663 | ||||||
Accrued liabilities |
18,474 | 19,677 | ||||||||
Income taxes payable |
8,391 | 7,020 | ||||||||
Total current liabilities |
43,466 | 39,360 | ||||||||
Convertible subordinated notes |
208,518 | 345,000 | ||||||||
| 251,984 | 384,360 | |||||||||
Commitments and contingencies (note 7) |
||||||||||
Stockholders equity: |
||||||||||
Preferred stock, $0.01 par value; 1,000,000 shares
authorized (150,000 shares designated as Series A
Junior Participating Preferred Stock); none issued
and outstanding |
| | ||||||||
Common stock, $0.10 par value; 240,000,000 shares
authorized; 81,876,248 and 81,800,909 issued
and outstanding at September 29, 2002, and
June 30, 2002, respectively |
8,188 | 8,180 | ||||||||
Additional paid-in capital |
899,263 | 898,803 | ||||||||
Deferred compensation |
(6,310 | ) | (7,156 | ) | ||||||
Accumulated deficit |
(44,842 | ) | (76,823 | ) | ||||||
Total stockholders equity |
856,299 | 823,004 | ||||||||
| $ | 1,108,283 | $ | 1,207,364 | |||||||
| See accompanying notes to condensed consolidated financial statements. |
2
EMULEX CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
| Three Months Ended | ||||||||||
| September 29, | September 30, | |||||||||
| 2002 | 2001 | |||||||||
Net revenues |
$ | 70,425 | $ | 52,744 | ||||||
Cost of sales |
27,882 | 38,964 | ||||||||
Gross profit |
42,543 | 13,780 | ||||||||
Operating expenses: |
||||||||||
Engineering and development |
13,673 | 10,909 | ||||||||
Selling and marketing |
4,664 | 5,299 | ||||||||
General and administrative |
2,746 | 2,847 | ||||||||
Amortization of goodwill and other intangibles |
1,453 | 39,064 | ||||||||
Total operating expenses |
22,536 | 58,119 | ||||||||
Operating income (loss) |
20,007 | (44,339 | ) | |||||||
Nonoperating income: |
||||||||||
Gain on repurchase of convertible subordinated notes |
28,729 | | ||||||||
Interest income |
3,702 | 2,603 | ||||||||
Interest expense |
(1,804 | ) | (6 | ) | ||||||
Other income (expense), net |
(30 | ) | 122 | |||||||
Total nonoperating income |
30,597 | 2,719 | ||||||||
Income (loss) before income taxes |
50,604 | (41,620 | ) | |||||||
Income tax provision (benefit) |
18,623 | (1,587 | ) | |||||||
Net income (loss) |
$ | 31,981 | $ | (40,033 | ) | |||||
Net income (loss) per share: |
||||||||||
Basic |
$ | 0.39 | $ | (0.49 | ) | |||||
Diluted |
$ | 0.37 | $ | (0.49 | ) | |||||
Number of shares used in per share computations: |
||||||||||
Basic |
81,844 | 81,754 | ||||||||
Diluted |
89,166 | 81,754 | ||||||||
| See accompanying notes to condensed consolidated financial statements. |
3
EMULEX CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Three Months Ended | |||||||||||
| September 29, | September 30, | ||||||||||
| 2002 | 2001 | ||||||||||
Cash flows from operating activities: |
|||||||||||
Net income (loss) |
$ | 31,981 | $ | (40,033 | ) | ||||||
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |
|||||||||||
Depreciation and amortization of property and equipment |
2,532 | 1,766 | |||||||||
Gain on repurchase of convertible subordinated notes |
(28,729 | ) | | ||||||||
Stock-based compensation |
846 | 954 | |||||||||
Amortization of goodwill and other intangibles |
1,453 | 39,064 | |||||||||
Loss on disposal of property and equipment |
24 | | |||||||||
Deferred income taxes |
16,918 | | |||||||||
Tax benefit from exercise of stock options |
287 | | |||||||||
Provision for doubtful accounts |
56 | 105 | |||||||||
Changes in assets and liabilities: |
|||||||||||
Accounts and other receivables |
(4,318 | ) | 204 | ||||||||
Inventories |
(3,543 | ) | 13,248 | ||||||||
Income taxes receivable |
| (1,587 | ) | ||||||||
Prepaid expenses and other assets |
749 | (145 | ) | ||||||||
Accounts payable |
3,938 | (7,815 | ) | ||||||||
Accrued liabilities |
(1,026 | ) | 3,647 | ||||||||
Income taxes payable |
1,371 | (10 | ) | ||||||||
Net cash provided by operating activities |
22,539 | 9,398 | |||||||||
Cash flows from investing activities: |
|||||||||||
Additions to property and equipment |
(2,358 | ) | (2,346 | ) | |||||||
Decrease in restricted cash related to construction escrow account |
284 | | |||||||||
Purchases of investments |
(228,771 | ) | (119,297 | ) | |||||||
Maturities of investments |
159,139 | 123,057 | |||||||||
Net cash provided by (used in) investing activities |
(71,706 | ) | 1,414 | ||||||||
Cash flows from financing activities: |
|||||||||||
Proceeds from issuance of common stock under stock option plans |
181 | 274 | |||||||||
Repurchase of common stock |
| (10,539 | ) | ||||||||
Repurchase of convertible subordinated notes |
(104,169 | ) | | ||||||||
Net cash used in financing activities |
(103,988 | ) | (10,265 | ) | |||||||
Net increase (decrease) in cash and cash equivalents |
(153,155 | ) | 547 | ||||||||
Cash and cash equivalents at beginning of period |
282,561 | 36,471 | |||||||||
Cash and cash equivalents at end of period |
$ | 129,406 | $ | 37,018 | |||||||
Supplemental disclosures: |
|||||||||||
Cash paid during the period for: |
|||||||||||
Interest |
$ | 3,052 | $ | 6 | |||||||
Income taxes |
502 | 10 | |||||||||
| See accompanying notes to condensed consolidated financial statements. |
4
EMULEX CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
| 1. | Summary of Significant Accounting Policies and Basis of Presentation | |
| In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are normal recurring accruals) necessary to present fairly the financial position as of September 29, 2002, and June 30, 2002, and the condensed consolidated statements of operations for the three months ended September 29, 2002, and September 30, 2001, and the condensed consolidated statements of cash flows for the three month periods then ended. Certain reclassifications have been made to the condensed consolidated balance sheet as of June 30, 2002, to conform to the presentation as of September 29, 2002. Interim results for the three months ended September 29, 2002, are not necessarily indicative of the results that may be expected for the year ending June 29, 2003. The interim financial statements should be read in conjunction with the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2002. | ||
| Effective July 1, 2002, the Company adopted Financial Accounting Standards Board (FASB) Statement (Statement) 144, Accounting for the Impairment or Disposal of Long-Lived Assets, under which the recoverability of long-lived assets is assessed by determining whether the carrying value of an asset can be recovered through projected undiscounted future operating cash flows over its remaining life. The amount of impairment, if any, is measured based on fair value, which is determined using projected discounted future operating cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. | ||
| 2. | Inventories | |
| Inventories, net, are summarized as follows: |
| September 29, | June 30, | |||||||
| 2002 | 2002 | |||||||
| (in thousands) | ||||||||
Raw materials |
$ | 6,021 | $ | 4,166 | ||||
Finished goods |
12,355 | 10,667 | ||||||
| $ | 18,376 | $ | 14,833 | |||||
| Starting in late September 2001, some of the Companys major customers made announcements that general economic conditions, exacerbated by the increase in economic uncertainty in the aftermath of the terrorist events of September 11, 2001, were having a negative impact on their financial results. The announcements made, and forecasts received, indicated deteriorating demand for the Companys one gigabit per second (Gbps) products as these customers were expected to migrate to two Gbps products for future purchases. As a result, the Company recorded an excess and obsolete inventory charge totaling $13.6 million during the first quarter of fiscal 2002. Subsequently, as a result of the sale of products for which a reserve had been recorded, the Company recorded a reduction of $0.2 million of this excess and obsolete inventory charge for the first three months of fiscal 2003 ended September 29, 2002. As of September 29, 2002, the remaining reserve for one Gbps products was $8.2 million. As with all inventory, the Company regularly compares forecasted demand for its one Gbps products against inventory on hand and open purchase commitments. Accordingly, the Company may have to increase excess and obsolete inventory reserves as forecasted demand changes. As of September 29, 2002, the Company had unreserved inventory on hand of approximately $4.1 million related to its one Gbps products. |
5
| 3. | Goodwill and Other Intangibles | |
| Goodwill and other intangibles, net, are as follows: |
| September 29, | June 30, | |||||||||
| 2002 | 2002 | |||||||||
| (in thousands) | ||||||||||
Intangible assets not subject to amortization: |
||||||||||
Goodwill, net |
$ | 397,256 | $ | 395,470 | ||||||
Assembled workforce, net |
| 1,786 | ||||||||
Intangible assets not subject to amortization |
$ | 397,256 | $ | 397,256 | ||||||
Intangible assets subject to amortization: |
||||||||||
Core technology and patents |
$ | 40,600 | $ | 40,600 | ||||||
Accumulated amortization, Core technology and patents |
(9,183 | ) | (7,733 | ) | ||||||
Completed technology |
20 | 20 | ||||||||
Accumulated amortization, Completed technology |
(16 | ) | (13 | ) | ||||||
Intangible assets subject to amortization |
$ | 31,421 | $ | 32,874 | ||||||
| Effective July 1, 2002, the Company adopted Statement 142. As a result, the Company ceased amortizing goodwill of $397.3 million beginning July 1, 2002. Included in goodwill is $1.8 million of assembled workforce that was reclassified to goodwill effective July 1, 2002. In conjunction with the adoption of Statement 142, the Company completed its transitional goodwill impairment test for its one reporting unit during the three months ended September 29, 2002, with no impairment charges resulting. The goodwill will be tested for impairment at least annually. | ||
| The intangible assets subject to amortization are being amortized on a straight-line basis over the following estimated useful lives: |
Core technology and patents |
7 | |||
Completed technology |
2 |
| Aggregated amortization expense for the three months ended September 29, 2002, was $1.5 million and for the next five fiscal years is expected to be (in thousands): |
For fiscal year ended 2003 |
$ | 5,807 | ||
For fiscal year ended 2004 |
$ | 5,800 | ||
For fiscal year ended 2005 |
$ | 5,800 | ||
For fiscal year ended 2006 |
$ | 5,800 | ||
For fiscal year ended 2007 |
$ | 5,800 |
6
| The following table presents the impact on net income (loss) and net income (loss) per share had Statement 142 been in effect for the three months ended September 30, 2001. |
| Three Months Ended | |||||||||
| September 29, | September 30, | ||||||||
| 2002 | 2001 | ||||||||
| (in thousands, except per share data) | |||||||||
Net income (loss) |
$ | 31,981 | $ | (40,033 | ) | ||||