UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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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 March 31, 2004 |
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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
DOT HILL SYSTEMS CORP.
(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 organization) |
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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. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ý No o
The registrant had 43,374,347 shares of common stock, $0.001 par value, outstanding as of May 4, 2004.
DOT HILL SYSTEMS CORP.
FORM 10-Q
For the Quarter Ended March 31, 2004
INDEX
2
Part I. Financial Information
Item 1. Financial Statements
DOT HILL SYSTEMS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Per Share Amounts)
(Unaudited)
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December 31, |
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March 31, |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
138,563 |
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$ |
82,614 |
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Short-term investments |
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52,982 |
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44,388 |
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Accounts receivable, net of allowance of $467 and $727 |
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14,558 |
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20,643 |
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Inventories |
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3,158 |
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3,596 |
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Prepaid expenses and other |
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1,836 |
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2,213 |
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Total current assets |
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211,097 |
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153,454 |
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Property and equipment, net |
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4,791 |
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7,392 |
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Goodwill |
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343 |
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57,111 |
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Other intangible assets, net |
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— |
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9,949 |
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Other assets |
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2,212 |
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1,329 |
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Total assets |
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$ |
218,443 |
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$ |
229,235 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
24,533 |
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$ |
29,466 |
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Accrued compensation |
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4,459 |
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1,920 |
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Accrued expenses |
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2,052 |
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4,327 |
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Deferred revenue |
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1,028 |
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1,337 |
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Income taxes payable |
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1,005 |
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952 |
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Current portion of restructuring accrual |
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370 |
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375 |
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Total current liabilities |
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33,447 |
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38,377 |
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Restructuring accrual, net of current portion |
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554 |
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386 |
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Note payable |
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— |
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6,000 |
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Accrued interest |
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— |
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994 |
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Borrowings under lines of credit |
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247 |
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234 |
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Other long-term liabilities |
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62 |
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975 |
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Total liabilities |
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34,310 |
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46,966 |
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Commitments and Contingencies (Note 12) |
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Stockholders’ Equity: |
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Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued or outstanding |
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— |
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— |
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Common stock, $0.001 par value, 100,000 shares authorized, 43,307 and 43,316 shares issued and outstanding at December 31, 2003 and March 31, 2004, respectively |
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43 |
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43 |
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Additional paid-in capital |
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275,827 |
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275,851 |
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Deferred compensation |
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(28 |
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(23 |
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Accumulated other comprehensive loss |
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(263 |
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(273 |
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Accumulated deficit |
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(91,446 |
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(93,329 |
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Total stockholders’ equity |
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184,133 |
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182,269 |
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Total liabilities and stockholders’ equity |
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$ |
218,443 |
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$ |
229,235 |
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See accompanying notes to condensed consolidated financial statements.
3
DOT HILL SYSTEMS CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE OPERATIONS
(In
Thousands, Except Per Share Amounts)
(Unaudited)
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Three
Months Ended |
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2003 |
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2004 |
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Net Revenue |
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$ |
30,522 |
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$ |
48,781 |
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Cost of Goods Sold |
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24,985 |
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35,278 |
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Gross Profit |
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5,537 |
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13,503 |
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Operating Expenses: |
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Sales and marketing |
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3,422 |
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4,615 |
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Research and development |
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2,057 |
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4,371 |
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General and administrative |
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1,459 |
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2,314 |
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In-process research and development |
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— |
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4,700 |
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Total operating expenses |
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6,938 |
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16,000 |
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Operating Loss |
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(1,401 |
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(2,497 |
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Other Income (Expense): |
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Interest income |
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26 |
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574 |
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Interest expense |
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(47 |
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(141 |
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Gain (loss) on foreign currency transactions, net |
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(18 |
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167 |
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Other expense, net |
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(24 |
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(21 |
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Total other income (expense), net |
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