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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT of 1934
For the fiscal year ended April 3, 2005
Commission File No. 0-23298
QLogic Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation) |
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33-0537669
(I.R.S. Employer Identification No.) |
26650 Aliso Viejo Parkway
Aliso Viejo, California
(Address of principal executive offices) |
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92656
(Zip Code) |
(949) 389-6000
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $0.001 Par Value
Series A Junior Participating Preferred Stock,
$0.001 Par Value
(Title of class)
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 þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. þ
Indicate by check mark whether the Registrant is an accelerated
filer (as defined in Rule 12b-2 of the
Act). Yes þ No o
The aggregate market value of the voting stock held by
non-affiliates of the Registrant was $2,690,743,910 (based on
the closing price for shares of the Registrants common
stock as reported by The Nasdaq National Market on
September 24, 2004).
As of June 1, 2005, 90,894,686 shares of the
Registrants common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrants Proxy Statement relating to
the Registrants 2005 Annual Meeting of Stockholders, to be
held on August 23, 2005, are incorporated by reference into
Part III of this Form 10-K where indicated.
TABLE OF CONTENTS
PART I
Introduction
QLogic Corporation was organized as a Delaware corporation in
1992. Our principal executive offices are located at 26650 Aliso
Viejo Parkway, Aliso Viejo, California 92656, and our telephone
number at that location is (949) 389-6000. Our Internet
address is www.qlogic.com. Our periodic and current reports,
together with any amendments to these reports, are available
free of charge on our website as soon as reasonably practicable
after such reports are electronically filed with, or furnished
to, the Securities and Exchange Commission.
Unless the context indicates otherwise, we,
our, us and the Company each
refer to QLogic Corporation and its subsidiaries.
All references to years refer to our fiscal years ended
April 3, 2005, March 28, 2004 and March 30, 2003,
as applicable, unless the calendar years are specified. All
references to share and per share data have been restated to
reflect our stock splits.
Overview
We design and develop storage networking infrastructure
components sold to original equipment manufacturers, or OEMs,
and distributors. We produce hard disk controller chips, or
HDCs, tape controller chips, enclosure management chips, host
bus adapters, or HBAs, Fibre Channel blade switches, Fibre
Channel stackable switches and other fabric switches that
provide the connectivity infrastructure for storage networks. We
serve our customers with solutions based on various storage
connectivity technologies including Fibre Channel, Small
Computer Systems Interface, or SCSI, and Internet SCSI, or iSCSI.
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Customers, Markets and Applications |
Our products are sold directly to OEMs and through our
authorized distributors. Our customers rely on our storage area
network, or SAN, infrastructure technology to deliver storage
solutions to information technology professionals in virtually
every business sector.
Our technology is found primarily in server, workstation,
storage subsystem and hard disk drive solutions targeted at:
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Small, medium and large enterprises with critical business data
requirements. |
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Business applications requiring high-performance or networked
storage solutions, which include: |
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Data warehousing, data mining and online transaction processing; |
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Media-rich environments such as film/video, broadcast, medical
imaging and computer-aided design, or CAD, and computer-aided
manufacturing, or CAM; |
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Server clustering, high-speed backup and data replication. |
Our products are incorporated in a large number of solutions
from OEM customers, including Cisco Systems, Inc., Dell Computer
Corporation, EMC Corporation, Fujitsu Limited, Hitachi,
Hewlett-Packard Company, International Business Machines
Corporation, Network Appliance, Inc., Quantum Corporation,
Storage Technology Corporation, Sun Microsystems, Inc. and many
others. For information regarding our major customers and their
impact on our revenues, see Managements Discussion and
Analysis of Financial Condition and Results of Operations,
included in Part II, Item 7 of this report.
To ensure interoperability within the SAN, we work closely with
independent hardware vendors and software vendors, as well as
developers and integrators who create, test, and evaluate
complementary storage
1
networking products. We have key alliance relationships with
Cisco Systems, Inc., Microsoft Corporation, VERITAS Software
Corporation, Computer Associates International, Inc., Legato
Systems, Inc. and McDATA Corporation.
Storage Industry
According to IDC, 2004 enterprise storage capacity shipments in
SANs grew by 69% over 2003 reaching a record 316,200 Terabytes
(TBs). The IDC report forecasts that capacity shipped in SANs
will increase to over 3,000,000 TBs by 2008.
The rapid growth in storage requirements is being driven by
several key factors. Data retention, as a result of expanding
compliance and regulatory requirements, will increasingly drive
the capacity needs for businesses of all sizes. Remote
replication is an application which will not only increase the
demand for capacity but will also expand the requirement for
Fibre Channel to iSCSI bridge technology. Disk-based-back-up and
virtual disk are two capacity oriented applications that are
increasingly popular due to the availability of low-cost,
high-capacity Serial Advanced Technology Attachment, or SATA,
drives in enterprise storage subsystems. Both applications
address compliance related, rapid recovery requirements. Since
these applications are much more efficient if shared among many
servers, the implementation is likely to be in a shared SAN
environment. Rich-media will continue to drive significant
capacity expansion throughout the next few years. Digital video,
voice and content rich documents are expected to drive demand in
both the enterprise and small and medium sized business, or SMB,
markets.
New Markets
While storage capacity and revenue opportunities will continue
to expand in North America, storage growth is expected to grow
even more rapidly in emerging countries such as Russia, China
and India. In a manner analogous to the way emerging countries
moved ahead of land line infrastructure by deploying wireless
technology, storage implementations in emerging countries will
tend to move ahead of older direct attached infrastructures by
deploying storage networks from the start. Over the next several
years these emerging markets are expected to offer attractive
expansion opportunities.
Another emerging SAN market is the medium sized business.
Analysts estimate that the number of medium sized businesses,
companies with between 100 and 1,000 employees, exceeds 500,000.
Over 90% of these companies still deploy direct attached or
server based storage. These companies have the same issues with
compliance, replication, recovery and data expansion as do large
enterprises. Increasingly these companies are looking to SANs
designed for SMBs as a solution. During 2004 and early 2005, SMB
specific solutions from Dell, EMC, HP, IBM and Sun have been
brought to market. These solutions, along with management
software that simplifies the installation and management of
SANs, are targeted at this emerging base of SAN prospects. Both
Fibre Channel-and iSCSI-based solutions are expected to find
acceptance in these markets in the future.
New Technologies
New technologies are expected to drive new applications which
will also drive storage capacity requirements. iSCSI, which has
been slow to take-off as a technology, has finally started
shipping from major storage vendors. The iSCSI storage
subsystems are targeted at the emerging SMB SAN market. Many of
these subsystems are expected to be deployed as direct attached
storage initially and later converted to SAN as familiarity with
the new management capabilities increases.
We expect server vendors to begin shipping products using Serial
Attached SCSI, or SAS, technology in 2006. The advantage of SAS
technology in servers is the ability to support both low-cost,
high-capacity SATA, as well as performance-oriented SAS hard
disk drives.
In 2005, Fibre Channel 4Gb solutions began entering the market.
Based on recent experience with the transition from 1Gb to 2Gb
Fibre Channel products, it is expected that 4Gb products will
take anywhere from 12 to 18 months to complete the
transition.
2
Blade servers continue to evolve into higher-performance and
more flexible application environments. Based on IDC data from
2004, blade servers continue to be the fastest growing server
segment. A large percentage of blade servers are shipped with
Fibre Channel technology making Fibre Channel blade switches the
fastest growing segment of the Fibre Channel switch market.
Our SAN Solutions
Our ability to serve the storage industry stems from our highly
leveraged product line that addresses virtually every connection
point in a SAN infrastructure solution. On the server side of
the SAN, we provide enclosure management products, HBA
technology on the motherboard (Fibre
Downtm
technology), baseboard management solutions, and Fibre Channel
and iSCSI HBAs. Connecting servers to storage, we provide the
network infrastructure with a full suite of Fibre Channel
switches. On the storage side of the network, we provide
controller chips for redundant array of inexpensive disks, or
RAID, storage systems. These include Fibre Channel host port
connections and RAID controller to Fibre Channel and SCSI disk
drive port connections. In addition, we are an independent
designer, developer and supplier of enterprise SCSI and Fibre
Channel disk controllers.
One of our key strategies has been to provide our customers with
solutions that simplify their product design requirements.
Complete storage networking solutions that are pre-tested and
easy to install significantly reduce the critical implementation
and time-to-market effort for OEMs. Today, our SAN
infrastructure components are found in solutions from most major
server and storage OEMs worldwide.
Product Overview
We design and supply storage network infrastructure components
for many of the worlds largest server and storage
subsystem manufacturers. We also sell storage network
infrastructure solutions through distributor channels. Our
products, whether integrated into an OEM system or delivered
directly via a distributor, are used by small, medium and large
enterprises, and companies that have a variety of information
technology environments.
Our products include our
SANbladetm
HBAs and
SANboxtm
Fibre Channel Switches. Our Fibre Channel HBAs support SCSI
protocol, Internet Protocol, or IP, Virtual Interface, or VI,
and FICON protocol. Our iSCSI HBAs support internet SCSI
protocol. In addition, we design and supply controller chips
used in hard disk drives and tape drives as well as enclosure
management and baseboard management chip solutions that monitor
the health of the physical environment within a server or
storage enclosure.
Sales and Marketing
We market and distribute our products through OEMs and our
direct sales organization supported by field sales and systems
engineering personnel. In addition, we utilize a network of
independent manufacturers representatives and regional and
international distributors.
In national and in certain international markets, we maintain
both a direct sales force to serve our large OEM customers and
multiple outside representatives that are focused on
medium-sized and emerging accounts. We maintain a focused
business development and outbound marketing organization to
assist, train, equip and augment the sales organizations of our
major OEM customers and their respective reseller organizations
and partners. In 2004, we opened a sales office in Taiwan to
support both customers and partners in the Asia-Pacific region.
For information regarding revenue from independent customers by
geographic area, see Managements Discussion and Analysis
of Financial Condition and Results of Operations, included in
Part II, Item 7 of this report.
We work with our large peripheral and computer system
manufacturer customers during their design cycles. We support
these customers with applications and system design support and
services, as well as training classes and seminars conducted
both in the field and from our offices in Aliso Viejo and
Roseville, California, Eden Prairie, Minnesota, and in the
United Kingdom.
3
Our sales efforts are focused on establishing and developing
long-term relationships with our OEM customers. The sales cycle
typically begins with one of our product designs being selected
as a component in a potential customers computer system or
data storage peripheral. Then, we work closely with the customer
to integrate our components with the customers current and
next generation products or platforms. The time to product
shipment can typically range from six to eighteen months.
In addition to sales and marketing efforts, we actively
participate with industry organizations relating to the
development and acceptance of industry standards. We collaborate
with peer companies through co-marketing activities, collateral
development, joint training, road tours and cooperative testing
and certifications. Finally, to ensure and promote multi-vendor
interoperation, we maintain interoperability certification
programs and testing laboratories.
Engineering and Development
Our industry is subject to rapid and regular technological
change. Our ability to compete depends upon our ability to
continually design, develop and introduce new products that take
advantage of market opportunities and address emerging
standards. Our strategy is to leverage our substantial base of
architectural and systems expertise to address a broad range of
input/output, or I/ O, and SAN solutions.
We are engaged in the design and development of Fibre Channel
switches; switch components; and iSCSI and Fibre Channel I/ O
controllers and HBAs. We also design and develop SCSI, Fibre
Channel and SAS hard disk drive controllers and management
controllers used in storage peripherals, server enclosures and
circuit boards.
We continue to invest heavily in research and development to
expand our capabilities to address the emerging technologies in
the rapid evolution of the storage networking industry. During
fiscal 2005, 2004 and 2003, we incurred engineering and
development expenses of $95.9 million, $87.8 million
and $81.3 million, respectively.
Backlog
Our sales are made primarily pursuant to standard purchase
orders for the delivery of products. Because industry practice
allows customers to cancel or change orders with limited advance
notice, we believe that backlog at any particular date is not a
reliable indicator of our future revenue levels.
Competition
The markets for SAN infrastructure components are highly
competitive and characterized by short product life cycles,
price erosion, rapidly changing technology, frequent product
performance improvements and evolving industry standards. We
believe the principal competitive factors in our industry
include:
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time-to-market; |
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product quality, reliability and performance; |
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price; |
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new product innovation; |
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customer relationships; |
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design capabilities; |
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customer service and technical support; and |
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interoperability of SAN components. |
We believe that we compete favorably with respect to each of
these factors
Due to the broad array of components required in the SAN
infrastructure, we compete with several companies. In the Fibre
Channel HBA market, our primary competitor is Emulex
Corporation. In the
4
iSCSI HBA market, our primary competitor is Adaptec, Inc.
Our switch products compete primarily with Brocade
Communications Systems, Inc., Cisco Systems, Inc. and McDATA
Corporation.
There are two markets in the semiconductor controller business.
The first market is associated with server and storage
controller interfaces. In this market, our primary competitors
are Adaptec, Inc., Agilent Technologies, Inc. and LSI Logic
Corporation. The second market relates to controllers for
enterprise disk drives where our primary competitor is LSI Logic
Corporation.
Finally, our enclosure and baseboard management semiconductor
controllers compete primarily with Vitesse Semiconductor
Corporation and Hitachi, Ltd.
Manufacturing
We use outside suppliers and foundries to manufacture our
semiconductor chips, HBAs and switches. This approach allows us
to avoid the high costs of owning, operating and constantly
upgrading wafer fabrication and assembly facilities. As a
result, we focus our resources on product design and
development, quality assurance, sales and marketing, and supply
chain management. Prior to the sale of our semiconductor, switch
and HBA products, final tests are performed on the products,
including tests required under our ISO 9001 Certification.
We also provide fabrication process reliability tests and
conduct failure analysis to confirm the integrity of our quality
assurance procedures.
Our semiconductors are currently manufactured by a number of
domestic and offshore foundries. Our major semiconductor
suppliers are Samsung Semiconductor, Inc., LSI Logic
Corporation, Taiwan Semiconductor Manufacturing Company,
International Business Machines Corporation and Agere Systems
Inc. Most of our products are manufactured using 0.25, 0.18 or
0.13 micron process technology. Newer technologies using 90
nanometer process technologies are currently under development.
In the past, we have experienced some difficulties in shifting
to smaller geometry process technologies or new manufacturing
processes, which resulted in reduced manufacturing yields,
delays in product deliveries and increased expenses. We may face
similar difficulties, delays and expenses as we continue to
transition our products to smaller geometry processes.
We depend on foundries to allocate a portion of their foundry
capacity sufficient to meet our needs and to produce products of
acceptable quality and with satisfactory manufacturing yields in
a timely manner. These foundries fabricate products for other
companies and, in certain cases, manufacture products of their
own design. We do not have long-term agreements with any of
these foundries; we purchase both wafers and finished chips on a
purchase order basis. Therefore, the foundries generally are not
obligated to supply products to us for any specific period, in
any specific quantity or at any specific price, except as may be
provided in a particular purchase order. We work with our
existing foundries, and intend to qualify new foundries, as
needed, to obtain additional manufacturing capacity. However,
there can be no assurance that we will be able to maintain our
current foundry relationships or obtain additional capacity.
We currently purchase our semiconductor products from foundries
either in finished form or wafer form. We use subcontractors to
assemble our semiconductor products purchased in wafer form, and
to assemble our switches and HBA products. In the assembly
process for our semiconductor products, the silicon wafers are
separated into individual die, which are then assembled into
packages and tested. For our HBA products, we use third party
suppliers for material procurement and assembly in a turnkey
model. Following the assembly of our semiconductor and HBA
products, our products are further tested and inspected prior to
shipment to our customers. For our switch products, we use third
party suppliers for material procurement, management, assembly
and test processes.
Most component parts used in our HBA products are standard
off-the-shelf items, which are, or can be, obtained from more
than one source. We select suppliers on the basis of technology,
manufacturing capacity, quality and cost. Whenever possible and
practicable, we strive to have at least two manufacturing
locations for each HBA, switch and chip product. Nevertheless,
our reliance on third-party manufacturers involves risks,
including possible limitations on availability of products due
to market abnormalities, geopolitical instability,
unavailability of or delays in obtaining access to certain
product technologies, and the absence of complete
5
control over delivery schedules, manufacturing yields and total
production costs. The inability of our suppliers to deliver
products of acceptable quality and in a timely manner or our
inability to procure adequate supplies of our products could
have a material adverse effect on our business, financial
condition and results of operations.
Intellectual Property
While we have a number of patents issued and additional patent
applications pending in the United States, Canada, Europe
and Asia, we rely primarily on our trade secrets, trademarks and
copyrights to protect our intellectual property. We attempt to
protect our proprietary information through confidentiality
agreements and contractual provisions with our customers,
suppliers, employees and consultants, and through other security
measures. Although we intend to protect our rights vigorously,
there can be no assurance that these measures will be
successful. In addition, the laws of certain countries in which
our products are or may be developed, manufactured or sold,
including various countries in Asia, may not protect our
products and intellectual property rights to the same extent as
the laws of the United States, or at all.
While our ability to compete may be affected by our ability to
protect our intellectual property, we believe our technical
expertise and ability to introduce new products on a timely
basis at competitive prices will be more important in
maintaining our competitive position than protection of our
intellectual property.
We have received notices of claimed infringement of intellectual
property rights in the past. There can be no assurance that
third parties will not assert additional claims of infringement
of intellectual property rights against us with respect to
existing and future products. In the event of a patent or other
intellectual property dispute, we may be required to expend
significant resources to defend such claims, develop
non-infringing technology or to obtain licenses to the
technology which is the subject of the claim. There can be no
assurance that we would be successful in such development or
that any such license would be available on commercially
reasonable terms, if at all. In the event of litigation to
determine the validity of any third partys claims, such
litigation could result in significant expense to us, and divert
the efforts of our technical and management personnel, whether
or not such litigation is determined in our favor.
Employees
We had 847 employees as of April 3, 2005. We believe our
future prospects will depend, in part, on our ability to
continue to attract, train, motivate, retain and manage skilled
engineering, sales, marketing and executive personnel. Our
employees are not represented by a labor union. We believe that
our relations with our employees are good.
Our principal product development, operations, sales and
corporate offices are currently located in four buildings
comprising approximately 200,000 square feet in Aliso
Viejo, California. We own three of these buildings, and have a
five-year lease (expiring in July 2009) for approximately
35,000 square feet of this space. We also lease design
centers in Eden Prairie, Minnesota, Austin, Texas and Roseville,
California comprising approximately 55,000 square feet,
15,000 square feet and 15,000 square feet,
respectively. In April 2005, we entered into a 42-month lease
for an operations, sales and postponement facility located near
Dublin, Ireland, comprising approximately 20,000 square
feet. We also maintain sales offices at various locations in the
United States, Europe and Southeast Asia.
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Legal Proceedings |
In February 2003, Vixel Corporation filed suit against us in the
United States District Court for the District of Delaware (the
First Delaware Action) alleging infringement of a
Vixel patent directed to a method and apparatus for Fibre
Channel interconnection of private loop devices. In March 2003,
Vixel amended its complaint to add two additional Vixel patents.
The suit sought injunctive relief and damages in an unspecified
amount.
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In December 2003, we filed suit against Emulex (the new parent
company of Vixel) in the United States District Court for the
Central District of California (the California
Action) alleging that Emulex infringed one of our patents
related to a digital switch element used in Fibre Channel
systems. The suit sought unspecified monetary damages as well as
injunctive relief.
During December 2003, we engaged with Emulex in negotiations to
settle the First Delaware Action and the California Action. As a
result of those discussions, the parties signed a document
entitled terms of agreement which the parties
intended would outline the basis for a settlement agreement. In
late February 2004, Emulex filed suit in the United States
District Court for the District of Delaware (the Second
Delaware Action) asking the Delaware court for declaratory
relief that: (i) the patent in dispute in the California
Action was invalid and, if the patent was valid, then Emulex did
not infringe the patent; and (ii) the terms of
agreement was a final and binding settlement of the First
Delaware Action and the California Action.
In June 2004, we settled the First Delaware Action, the Second
Delaware Action and the California Action, and in connection
with that settlement we entered into a license and settlement
agreement with Emulex. Under that agreement, (i) we
licensed to Emulex the patent in dispute in the California
Action; (ii) Emulex licensed to us the patents in dispute
in the First Delaware Action; (iii) we made a one-time
royalty payment to Emulex and agreed to pay royalties on certain
future product sales; and (iv) each party agreed to release
all claims against the other and to the dismissal of the pending
lawsuits.
Various lawsuits, claims and proceedings have been or may be
instituted against us. The outcome of litigation cannot be
predicted with certainty and some lawsuits, claims and
proceedings may be disposed of unfavorably to us. Many
intellectual property disputes have a risk of injunctive relief
and there can be no assurance that a license will be granted.
Injunctive relief could have a material adverse effect on our
financial condition or results of operations. Based on an
evaluation of matters which are pending or asserted, we believe
the disposition of such matters will not have a material adverse
effect on our financial condition or results of operations.
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| Item 4. |
Submission of Matters to a Vote of Security Holders |
No matter was submitted to a vote of security holders during the
fourth quarter of fiscal 2005.
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PART II
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| Item 5. |
Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities |
Principal Market and Prices
Shares of our common stock are traded and quoted on The Nasdaq
National Market under the symbol QLGC. The following table sets
forth the range of high and low sales prices per share of our
common stock for each quarterly period of the two most recent
fiscal years as reported on The Nasdaq National Market.
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| Fiscal 2004 |
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High | |
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Low | |
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First Quarter
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$ |
53.35 |
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$ |
36.90 |
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Second Quarter
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53.57 |
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41.26 |
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Third Quarter
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58.72 |
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46.76 |
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Fourth Quarter
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53.14 |
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40.13 |
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Sales Prices | |
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| Fiscal 2005 |
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High | |
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Low | |
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First Quarter
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$ |
43.00 |
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$ |
25.26 |
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Second Quarter
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31.46 |
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21.44 |
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Third Quarter
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38.39 |
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27.35 |
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Fourth Quarter
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43.66 |
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33.22 |
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Number of Common Stockholders
The approximate number of record holders of our common stock was
616 as of June 1, 2005.
Dividends
We have never paid cash dividends on our common stock and
currently have no intention to do so. We currently anticipate
that we will retain all of our future earnings for use in the
development and expansion of our business and for general
corporate purposes. Any determination to pay dividends in the
future will be at the discretion of our board of directors and
will depend upon our operating results, financial condition and
other factors as the board of directors, in its discretion,
deems relevant.
Recent Sales of Unregistered Securities
In January 2005, in connection with our prior acquisition of
Little Mountain Group, Inc. (LMG), we issued approximately
179,000 shares of common stock to the former stockholders
of LMG. These shares were issued in connection with the
achievement of certain performance milestones that were
specified at the date of the acquisition. This transaction was
exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended.
8
Issuer Purchases of Equity Securities
On June 30, 2004, we announced a stock repurchase program
covering repurchases of up to $100 million of our common
stock. This stock repurchase program expires June 30, 2006.
Set forth below is information regarding our stock repurchases
made during the fourth quarter of fiscal year 2005 under our
stock purchase program.
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Total Number of | |
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Approximate Dollar | |
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Shares Purchased | |
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Value of Shares that | |
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Total Number of | |
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Average Price | |
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as part of Publicly | |
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May Yet be Purchased | |
| Period |
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Shares Purchased | |
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Paid per Share | |
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Announced Plan | |
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Under the Plan | |
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December 27, 2004 - January 23, 2005
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$ |
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$ |
60,000,000 |
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January 24, 2005 - February 20, 2005
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$ |
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$ |
60,000,000 |
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February 21, 2005 - April 3, 2005
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123,950 |
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$ |
40.34 |
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123,950 |
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$ |
55,000,000 |
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|
|
|
|
|
|
|
|
|
|
|
|
| |
Total
|
|
|
123,950 |
|
|
$ |
40.34 |
|
|
|
123,950 |
|
|
$ |
55,000,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
We had previously purchased 1,312,350 shares under the
program.
We repurchased the remaining amount authorized pursuant to the
stock repurchase program, consisting of 1,731,000 shares
for an aggregate purchase price of $55.0 million, during
the first quarter of fiscal 2006.
9
|
|
| Item 6. |
Selected Financial Data |
The following selected financial data should be read in
conjunction with Managements Discussion and Analysis of
Financial Condition and Results of Operations and the
consolidated financial statements and notes thereto appearing
elsewhere in this report.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fiscal Year Ended | |
| |
|
| |
| |
|
April 3, | |
|
March 28, | |
|
March 30, | |
|
March 31, | |
|
April 1, | |
| |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$ |
571,903 |
|
|
$ |
523,860 |
|
|
$ |
440,809 |
|
|
$ |
344,189 |
|
|
$ |
357,542 |
|
|
Cost of revenues
|
|
|
174,824 |
|
|
|
166,294 |
|
|
|
159,370 |
|
|
|
133,005 |
|
|
|
128,739 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Gross profit
|
|
|
397,079 |
|
|
|
357,566 |
|
|
|
281,439 |
|
|
|
211,184 |
|
|
|
228,803 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Engineering and development
|
|
|
95,864 |
|
|
|
87,755 |
|
|
|
81,253 |
|
|
|
69,684 |
|
|
|
56,315 |
|
| |
Sales and marketing
|
|
|
59,477 |
|
|
|
52,952 |
|
|
|
44,312 |
|
|
|
38,323 |
|
|
|
36,482 |
|
| |
General and administrative
|
|
|
17,252 |
|
|
|
18,102 |
|
|
|
14,011 |
|
|
|
16,673 |
|
|
|
14,828 |
|
| |
Merger and related expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,947 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total operating expenses
|
|
|
172,593 |
|
|
|
158,809 |
|
|
|
139,576 |
|
|
|
124,680 |
|
|
|
130,572 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
224,486 |
|
|
|
198,757 |
|
|
|
141,863 |
|
|
|
86,504 |
|
|
|
98,231 |
|
|
Interest and other income
|
|
|
17,873 |
|
|
|
16,844 |
|
|
|
17,356 |
|
|
|
19,036 |
|
|
|
18,706 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
242,359 |
|
|
|
215,601 |
|
|
|
159,219 |
|
|
|
105,540 |
|
|
|
116,937 |
|
|
Income taxes
|
|
|
84,763 |
|
|
|
81,928 |
|
|
|
55,746 |
|
|
|
34,814 |
|
|
|
48,168 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
157,596 |
|
|
$ |
133,673 |
|
|
$ |
103,473 |
|
|
$ |
70,726 |
|
|
$ |
68,769 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Basic
|
|
$ |
1.70 |
|
|
$ |
1.42 |
|
|
$ |
1.11 |
|
|
$ |
0.76 |
|
|
$ |
0.76 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Diluted
|
|
$ |
1.68 |
|
|
$ |
1.39 |
|
|
$ |
1.09 |
|
|
$ |
0.74 |
|
|
$ |
0.72 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and marketable securities
|
|
$ |
812,338 |
|
|
$ |
743,034 |
|
|
$ |
643,197 |
|
|
$ |
492,546 |
|
|
$ |
355,483 |
|
|
Working capital
|
|
|
870,698 |
|
|
|
792,783 |
|
|
|
681,496 |
|
|
|
535,612 |
|
|
|
442,702 |
|
|
Total assets
|
|
|
1,026,340 |
|
|
|
926,126 |
|
|
|
815,043 |
|
|
|
669,857 |
|
|
|
571,497 |
|
|
Total stockholders equity
|
|
|
956,183 |
|
|
|
867,718 |
|
|
|
750,735 |
|
|
|
618,983 |
|
|
|
523,702 |
|
|
|
| Item 7. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
This Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our
consolidated financial statements and related notes. This
Discussion and Analysis of Financial Condition and Results of
Operations also contains descriptions of our expectations
regarding future trends affecting our business. These
forward-looking statements and other forward-looking statements
made elsewhere in this report 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
10
factors, including, but not limited to those factors set
forth and discussed under 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 design and supply storage network infrastructure components
for many of the worlds largest server and storage
subsystem manufacturers that ultimately are used by small to
medium-sized enterprises and companies that have large
information technology environments. We serve customers with
solutions based on various storage area network, or SAN,
technologies. Our products are currently based on Fibre Channel,
Small Computer Systems Interface, or SCSI, and Internet SCSI, or
iSCSI, standards and we expect that future products may also be
based on technology standards such as Serial Attached SCSI, or
SAS. We produce the controller chips, management enclosure
chips, host bus adapters, or HBAs and fabric switches that
provide the connectivity infrastructure for every size of
storage network.
Our ability to serve the storage industry stems from our highly
leveraged product line that addresses virtually every connection
point in a SAN infrastructure solution. On the server side of
the SAN, we provide enclosure management products, HBA
technology on the motherboard (Fibre Down
technology), baseboard management solutions, Fibre Channel HBAs
and iSCSI HBAs. Connecting servers to storage, we provide the
network infrastructure with a full suite of Fibre Channel
switches. On the storage side of the network, we provide
controller chips for redundant array of inexpensive disks, or
RAID, storage systems. These include Fibre Channel host port
connections and RAID controller to Fibre Channel and SCSI disk
drive port connections. In addition, we are an independent
designer, developer and supplier of enterprise SCSI and Fibre
Channel disk controllers.
Our products are sold to original equipment manufacturers, or
OEMs, and through our authorized distributors. These
connectivity solutions are incorporated into a variety of
products from OEM customers, including Cisco Systems, Inc., Dell
Computer Corporation, EMC Corporation, Fujitsu Limited, Hitachi,
Hewlett-Packard Company, International Business Machines
Corporation, Network Appliance, Inc., Quantum Corporation,
Storage Technology Corporation, Sun Microsystems, Inc. and many
others.
We maintain a fifty-two/fifty-three week fiscal year ending on
the Sunday nearest March 31. Fiscal year 2005 comprised
fifty-three weeks, with the additional week included in the
fourth fiscal quarter. Fiscal years 2004 and 2003 each comprised
fifty-two weeks.
|
|
|
Fiscal Year and Fourth Quarter Financial Highlights and
Other Information |
During fiscal 2005, we established new records for annual net
revenues and net income. Net revenues during fiscal 2005 of
$571.9 million were up 9% from last year; net income of
$157.6 million in fiscal 2005 increased 18% from the prior
year. The results for fiscal 2005 were highlighted by a 12%
increase in Fibre Channel product revenues and an improvement in
gross profit percentage of 110 basis points to 69.4%.
During the fourth quarter of fiscal 2005, our total net revenues
increased sequentially by 5% from the third quarter of fiscal
2005. Fibre Channel revenues during the fourth quarter increased
1%. Revenues derived from SCSI products increased 15%
sequentially during the fourth quarter due to increased demand
for our SCSI chip products. Overall, sales of our hard disk
drive controller chips increased by 34% sequentially, including
strong growth in both the Fibre Channel and SCSI technologies.
Our long-term outlook for our core Fibre Channel business
remains favorable. Based on a foundation of design wins in
existing markets, as well as emerging markets such as the
small-to-medium business market, we continue to expect favorable
growth momentum for our Fibre Channel products.
11
A summary of the key factors and significant events which
impacted our financial performance during the fourth quarter of
fiscal 2005 are as follows:
|
|
|
| |
|
Net revenues of $157.2 million for the fourth quarter of
fiscal 2005 increased sequentially by $7.0 million, or 5%,
from the $150.3 million reported in the third quarter of
fiscal 2005. |
| |
| |
|
Gross profit as a percentage of net revenues was 69.3% for the
fourth quarter of fiscal 2005, declining 50 basis points
from the 69.8% reported in the third quarter of fiscal 2005.
This change in our gross profit percentage was attributable to
product mix. Although we experienced an increase in our gross
profit percentage for fiscal 2005, we continue to expect
downward pressure on our gross profit percentage and there can
be no assurance that we will be able to maintain our gross
profit percentage consistent with historical trends and it may
decline in the future. |
| |
| |
|
Operating income as a percentage of net revenues was 41.0% for
the fourth quarter of fiscal 2005 compared to 40.5% in the third
quarter of fiscal 2005. |
| |
| |
|
Net income of $46.2 million, or $0.49 per diluted
share, increased sequentially 6% from the $43.4 million, or
$0.46 per diluted share, in the third quarter of fiscal
2005. |
| |
| |
|
During the fourth quarter of fiscal 2005, we repurchased
$5.0 million of our common stock in the open market under
our corporate stock repurchase program. |
| |
| |
|
Cash and cash equivalents and short-term investments of
$812.3 million at April 3, 2005 increased
$44.2 million from the balance at the end of the third
quarter of fiscal 2005. During the fourth quarter, we generated
$60.4 million of cash from operations. |
| |
| |
|
Working capital of $870.7 million at April 3, 2005
increased $48.6 million during the fourth quarter primarily
due to our net income and the related cash generated from
operations. |
| |
| |
|
Accounts receivable was $63.5 million as of April 3,
2005, compared to $76.5 million at December 26, 2004.
Days sales outstanding (DSO) in receivables as of
April 3, 2005 decreased to 40 days from 46 days
as of December 26, 2004. Our accounts receivable and DSO
are primarily affected by the linearity of shipments within the
quarter and collections performance. Based on our
customers procurement models and our current customer mix,
we expect that DSO will range between 45 and 55 days during
fiscal 2006. There can be no assurance that we will be able to
maintain our DSO consistent with historical trends and it may
increase in the future. |
| |
| |
|
Inventories were $29.6 million as of April 3, 2005,
compared to $24.3 million as of December 26, 2004. Our
annualized inventory turns in the fourth quarter of fiscal 2005
of 6.0 turns declined from the 7.5 turns in the third
quarter of fiscal 2005, principally due to the increase in
inventories related to the buildup to satisfy customer
requirements, including the expected level of customer demand
from our hubs at the end of the fourth quarter. |
12
RESULTS OF OPERATIONS
Net Revenues
A summary of the components of our net revenues is as follows:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2005 | |
|
2004 | |
|
2003 | |
| |
|
| |
|
| |
|
| |
| |
|
(In millions) | |
|
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fibre Channel products
|
|
$ |
448.4 |
|
|
$ |
399.3 |
|
|
$ |
305.6 |
|
| |
SCSI products
|
|
|
116.3 |
|
|
|
118.8 |
|
|
|
132.5 |
|
| |
Other
|
|
|
7.2 |
|
|
|
5.8 |
|
|
|
2.7 |
|
| |
|
|
|
|
|
|
|
|
|
| |
|
Total net revenues
|
|
$ |
571.9 |
|
|
$ |
523.9 |
|
|
$ |
440.8 |
|
| |
|
|