UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period Ended September 30, 2002 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission file number 1-13317
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DOT HILL SYSTEMS CORP. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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13-3460176 |
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(State
or other jurisdiction of incorporation or |
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(I.R.S. Employer Identification No.) |
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6305 El Camino Real, Carlsbad, CA |
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92009 |
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(Address of principal executive offices) |
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(Zip Code) |
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(760) 931-5500 |
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(Registrant’s telephone number, including area code) |
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(Former name, former address and former fiscal year, if changed since last report) |
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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. ý Yes o No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $.001 par value, 25,164,684 shares outstanding as of October 31, 2002.
DOT HILL SYSTEMS CORP.
FORM 10-Q
For the Quarter Ended September 30, 2002
INDEX
2
Part I. — Financial Information
Item 1. Condensed Consolidated Financial Statements
DOT HILL SYSTEMS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share information)
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September
30, |
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December
31, |
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(unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
5,014 |
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$ |
7,785 |
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Short-term investments |
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— |
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8,672 |
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Accounts receivable, net of allowance of $1,459 and $1,113 |
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6,234 |
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8,198 |
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Inventories |
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8,654 |
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13,876 |
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Prepaid expenses and other |
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2,568 |
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2,438 |
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Total current assets |
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22,470 |
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40,969 |
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Restricted cash and investments |
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9,219 |
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— |
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Property and equipment, net |
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3,324 |
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3,520 |
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Note receivable |
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719 |
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1,242 |
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Other assets |
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447 |
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460 |
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Total assets |
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$ |
36,179 |
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$ |
46,191 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
8,133 |
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$ |
5,221 |
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Accrued compensation |
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1,907 |
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1,728 |
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Accrued expenses |
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1,841 |
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2,240 |
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Restructuring accrual |
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257 |
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1,241 |
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Deferred revenue |
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1,334 |
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1,441 |
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Income taxes payable |
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830 |
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3,266 |
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Total current liabilities |
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14,302 |
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15,137 |
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Borrowings under lines of credit |
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9,510 |
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330 |
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Other long-term liabilities |
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103 |
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113 |
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Total liabilities |
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23,915 |
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15,580 |
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Contingencies (Note 8) |
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Stockholders’ Equity: |
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Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued |
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— |
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— |
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Common stock, $.001 par value, 100,000,000 shares authorized, 25,164,000 and 24,791,000 shares issued and outstanding |
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25 |
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25 |
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Additional paid-in capital |
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103,700 |
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99,467 |
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Deferred compensation |
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(53 |
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— |
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Accumulated other comprehensive loss |
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(389 |
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(204 |
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Accumulated deficit |
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(91,019 |
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(68,677 |
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Total stockholders’ equity |
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12,264 |
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30,611 |
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Total liabilities and stockholders’ equity |
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$ |
36,179 |
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$ |
46,191 |
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The accompanying notes are an integral part of these statements.
3
DOT HILL SYSTEMS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE OPERATIONS
(unaudited)
(in thousands, except per share information)
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Three
Months Ended |
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Nine
Months Ended |
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2002 |
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2001 |
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2002 |
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2001 |
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Net revenue |
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$ |
8,584 |
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$ |
12,294 |
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$ |
30,680 |
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$ |
45,777 |
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Cost of goods sold |
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7,716 |
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8,481 |
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27,175 |
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35,806 |
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Gross margin |
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868 |
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3,813 |
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3,505 |
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9,971 |
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Operating expenses: |
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Sales and marketing |
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4,224 |
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4,771 |
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17,719 |
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19,171 |
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Engineering and product development |
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2,485 |
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1,470 |
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7,352 |
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5,038 |
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General and administrative |
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1,441 |
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1,118 |
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4,255 |
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3,970 |
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Restructuring expenses |
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— |
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— |
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4,405 |
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