SECURITIES AND EXCHANGE COMMISSION
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 December 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) |
51-0300558 (I.R.S Employer Identification No.) |
|
| 3535 Harbor Boulevard Costa Mesa, California (Address of principal executive offices) |
92626 (Zip Code) |
(714) 662-5600
(Registrants telephone number, including area code)
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 February 7, 2003, the registrant had 82,059,951 shares of common stock outstanding.
EMULEX CORPORATION AND SUBSIDIARIES
INDEX
| PAGE | ||||
| Part I | FINANCIAL INFORMATION | |||
| Item 1. | Financial Statements | |||
| Condensed Consolidated Balance Sheets December 29, 2002 and June 30, 2002 | 2 | |||
| Condensed Consolidated Statements of Operations Three and six months ended December 29, 2002 and December 30, 2001 | 3 | |||
| Condensed Consolidated Statements of Cash Flows Six months ended December 29, 2002 and December 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 | 33 | ||
| Item 4. | Controls and Procedures | 33 | ||
| Part II | OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 33 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 34 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 35 | ||
| Signatures | 36 |
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)
| December 29, | June 30, | ||||||||||
| 2002 | 2002 | ||||||||||
Assets |
|||||||||||
Current assets: |
|||||||||||
Cash and cash equivalents |
$ | 113,674 | $ | 282,561 | |||||||
Restricted cash |
13,168 | 2,024 | |||||||||
Investments |
254,293 | 227,905 | |||||||||
Accounts and other receivables, net |
44,115 | 36,259 | |||||||||
Inventories, net |
16,233 | 14,833 | |||||||||
Prepaid expenses |
4,007 | 3,779 | |||||||||
Deferred income taxes |
28,912 | 30,205 | |||||||||
Total current assets |
474,402 | 597,566 | |||||||||
Property and equipment, net |
20,176 | 18,574 | |||||||||
Investments |
188,419 | 119,302 | |||||||||
Goodwill, net |
397,256 | 397,256 | |||||||||
Other intangibles, net |
29,969 | 32,874 | |||||||||
Deferred income taxes |
6,460 | 29,385 | |||||||||
Other assets |
7,333 | 12,407 | |||||||||
| $ | 1,124,015 | $ | 1,207,364 | ||||||||
Liabilities and Stockholders Equity |
|||||||||||
Current liabilities: |
|||||||||||
Accounts payable |
$ | 13,702 | $ | 12,663 | |||||||
Accrued liabilities |
20,152 | 19,677 | |||||||||
Income taxes payable |
6,593 | 7,020 | |||||||||
Total current liabilities |
40,447 | 39,360 | |||||||||
Convertible subordinated notes |
208,518 | 345,000 | |||||||||
| 248,965 | 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; 82,034,498 and 81,800,909 issued
and outstanding at December 29, 2002, and
June 30, 2002, respectively |
8,203 | 8,180 | |||||||||
Additional paid-in capital |
902,355 | 898,803 | |||||||||
Deferred compensation |
(6,183 | ) | (7,156 | ) | |||||||
Accumulated deficit |
(29,325 | ) | (76,823 | ) | |||||||
Total stockholders equity |
875,050 | 823,004 | |||||||||
| $ | 1,124,015 | $ | 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 | Six Months Ended | ||||||||||||||||||
| December 29, | December 30, | December 29, | December 30, | ||||||||||||||||
| 2002 | 2001 | 2002 | 2001 | ||||||||||||||||
Net revenues |
$ | 76,448 | $ | 62,211 | $ | 146,873 | $ | 114,955 | |||||||||||
Cost of sales |
27,341 | 28,357 | 55,223 | 67,321 | |||||||||||||||
Gross profit |
49,107 | 33,854 | 91,650 | 47,634 | |||||||||||||||
Operating expenses: |
|||||||||||||||||||
Engineering and development |
15,922 | 11,553 | 29,595 | 22,462 | |||||||||||||||
Selling and marketing |
4,359 | 5,023 | 9,023 | 10,322 | |||||||||||||||
General and administrative |
3,322 | 2,827 | 6,068 | 5,674 | |||||||||||||||
Amortization of goodwill and other intangibles |
1,452 | 39,064 | 2,905 | 78,128 | |||||||||||||||
Total operating expenses |
25,055 | 58,467 | 47,591 | 116,586 | |||||||||||||||
Operating income (loss) |
24,052 | (24,613 | ) | 44,059 | (68,952 | ) | |||||||||||||
Nonoperating income: |
|||||||||||||||||||
Gain on repurchase of convertible subordinated
notes |
| | 28,729 | | |||||||||||||||
Interest income |
3,237 | 2,025 | 6,939 | 4,628 | |||||||||||||||
Interest expense |
(1,227 | ) | (1 | ) | (3,031 | ) | (7 | ) | |||||||||||
Other income (expense), net |
(56 | ) | (52 | ) | (86 | ) | 70 | ||||||||||||
Total nonoperating income |
1,954 | 1,972 | 32,551 | 4,691 | |||||||||||||||
Income (loss) before income taxes |
26,006 | (22,641 | ) | 76,610 | (64,261 | ) | |||||||||||||
Income tax provision |
10,489 | 5,625 | 29,112 | 4,038 | |||||||||||||||
Net income (loss) |
$ | 15,517 | $ | (28,266 | ) | $ | 47,498 | $ | (68,299 | ) | |||||||||
Net income (loss) per share: |
|||||||||||||||||||
Basic |
$ | 0.19 | $ | (0.35 | ) | $ | 0.58 | $ | (0.84 | ) | |||||||||
Diluted |
$ | 0.19 | $ | (0.35 | ) | $ | 0.56 | $ | (0.84 | ) | |||||||||
Number of shares used in per share computations: |
|||||||||||||||||||
Basic |
81,979 | 81,106 | 81,912 | 81,430 | |||||||||||||||
Diluted |
87,486 | 81,106 | 88,329 | 81,430 | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
3
EMULEX CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
| Six Months Ended | |||||||||||
| December 29, | December 30, | ||||||||||
| 2002 | 2001 | ||||||||||
Cash flows from operating activities: |
|||||||||||
Net income (loss) |
$ | 47,498 | $ | (68,299 | ) | ||||||
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |
|||||||||||
Depreciation and amortization of property and equipment |
5,254 | 3,931 | |||||||||
Gain on purchase of convertible subordinated notes |
(28,729 | ) | | ||||||||
Deferred stock-based compensation |
1,947 | 1,903 | |||||||||
Amortization of goodwill and other intangibles |
2,905 | 78,128 | |||||||||
Loss on disposal of property and equipment |
141 | 353 | |||||||||
Deferred income taxes |
24,218 | (71 | ) | ||||||||
Tax benefit from exercise of stock options |
1,287 | 2,995 | |||||||||
Provision for doubtful accounts |
118 | 229 | |||||||||
Changes in assets and liabilities: |
|||||||||||
Accounts and other receivables |
(7,974 | ) | 2,478 | ||||||||
Inventories |
(1,400 | ) | 18,174 | ||||||||
Prepaid expenses and other assets |
1,085 | (3,070 | ) | ||||||||
Accounts payable |
1,039 | (16,050 | ) | ||||||||
Accrued liabilities |
652 | 8,110 | |||||||||
Income taxes payable |
(427 | ) | 648 | ||||||||
Net cash provided by operating activities |
47,614 | 29,459 | |||||||||
Cash flows from investing activities: |
|||||||||||
Additions to property and equipment |
(6,997 | ) | (4,296 | ) | |||||||
Increase in restricted cash related to construction escrow account |
(11,144 | ) | | ||||||||
Purchases of investments |
(371,326 | ) | (255,451 | ) | |||||||
Maturities of investments |
275,821 | 254,158 | |||||||||
Net cash used in investing activities |
(113,646 | ) | (5,589 | ) | |||||||
Cash flows from financing activities: |
|||||||||||
Proceeds from issuance of common stock under stock option plans |
877 | 1,412 | |||||||||
Proceeds from issuance of common stock under employee stock purchase plan |
437 | 569 | |||||||||
Repurchase of common stock |
| (10,539 | ) | ||||||||
Repurchase of convertible subordinated notes |
(104,169 | ) | | ||||||||
Net cash used in financing activities |
(102,855 | ) | (8,558 | ) | |||||||
Net increase (decrease) in cash and cash equivalents |
(168,887 | ) | 15,312 | ||||||||
Cash and cash equivalents at beginning of period |
282,561 | 36,471 | |||||||||
Cash and cash equivalents at end of period |
$ | 113,674 | $ | 51,783 | |||||||
Supplemental disclosures: |
|||||||||||
Cash paid during the period for: |
|||||||||||
Interest |
$ | 3,053 | $ | 7 | |||||||
Income taxes |
4,494 | 467 | |||||||||
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 Companys financial position as of December 29, 2002, and June 30, 2002, and the condensed consolidated statements of operations for the three and six months ended December 29, 2002, and December 30, 2001, and the condensed consolidated statements of cash flows for the six 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 December 29, 2002. Interim results for the six months ended December 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. | ||
| In November 2002, the FASB issued Interpretation 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, which addresses the disclosure to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees. The required disclosures are included in Note 5. Interpretation 45 also requires the recognition of a liability by a guarantor at the inception of certain guarantees. | ||
| Interpretation 45 requires the guarantor to recognize a liability for the non-contingent component of the guarantee. This is the obligation to stand ready to perform in the event that specified triggering events or conditions occur. The initial measurement of this liability is the fair value of the guarantee at inception. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee or if the guarantee was issued with a premium payment or as part of a transaction with multiple elements. As noted above, the Company has adopted the disclosure requirements of Interpretation 45 and will apply the recognition and measurement provisions for all guarantees entered into or modified after December 31, 2002. | ||
| The Emerging Issues Task Force EITF recently reached a consensus on its tentative conclusions for EITF 00-21, Revenue Arrangements with Multiple Deliverables. EITF 00-21 provides accounting guidance for customer solutions where delivery or performance of products, services and/or performance may occur at different points in time or over different periods of time. Companies are required to adopt this consensus for fiscal periods beginning after June 15, 2003. The Company believes the adoption of EITF 00-21 will not have a material impact on the Companys financial position, results of operations, or liquidity. | ||
| In December 2002, the FASB issued Statement 148, Accounting for Stock-Based Compensation Transition and Disclosure. Statement 148 amends the disclosure requirements in Statement 123, Accounting for Stock-Based Compensation for annual periods ending after December 15, 2002, and for interim periods beginning after December 15, 2002. Effective for financial statements for fiscal years ending after December 15, 2002, Statement 148 also provides three alternative transition methods for companies that choose to adopt the fair value measurement provisions of Statement 123. Should the Company be required to adopt the fair value measurement provisions of Statement 123 and Statement 148, it would have a material impact on the Companys results of operations. However, the Company has no plans to adopt the fair value measurement provisions of Statement 123 and, as such, believes the adoption of Statement 148 will not have a material impact on the Companys financial position, results of operations, or liquidity. |
5
| 2. | Inventories | |
| Inventories, net, are summarized as follows: |
| December 29, | June 30, | |||||||
| 2002 | 2002 | |||||||
| (in thousands) | ||||||||
Raw materials |
$ | 4,419 | $ | 4,166 | ||||
Finished goods |
11,814 | 10,667 | ||||||
| $ | 16,233 | $ | 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 $1.3 million of this excess and obsolete inventory reserve for the first six months of fiscal 2003 ended December 29, 2002. As of December 29, 2002, the remaining reserve for one Gbps products was $6.8 million. After initially recording its one Gbps reserve in September 2001, as a result of generally improved demand exceeding prior estimates and the resulting sale of products for which a reserve had been recorded, the Company subsequently reduced this reserve by a total of $4.9 million. However, as with all inventory, the Company regularly compares forecasted demand for its one Gbps products against inventory on hand and open purchase commitments and accordingly, the Company may have to record additional excess and obsolete inventory reserves as forecasted demand changes. As of December 29, 2002, the Company had unreserved inventory on hand of approximately $3.6 million related to its one Gbps products. | ||
| 3. | Goodwill and Other Intangibles | |
| Goodwill and other intangibles, net, are as follows: |
| December 29, | June 30, | |||||||||
| 2002 | 2002 | |||||||||
| (in thousands) | ||||||||||
Intangible assets not subject to amortization after July 1, 2002: |
||||||||||
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 |
(10,633 | ) | (7,733 | ) | ||||||
Completed technology |
20 | |||||||||