8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2003

QLOGIC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-23298	33-0537669
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26650 Aliso Viejo Parkway, Aliso Viejo, California	92656
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 389-6000

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.      

(c) Exhibits.

99.1 Press Release, dated April 29, 2003, reporting the financial results for the fourth quarter and fiscal year ended March 30, 2003 of QLogic Corporation (the “Registrant”).

Item 9.    Regulation FD Disclosure.

     On April 29, 2003, QLogic Corporation reported its financial results for the fourth quarter and fiscal year ended March 30, 2003. A copy of the press release issued by the Registrant on April 29, 2003 concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated by reference.

     The information contained herein is being furnished pursuant to “Item 12. Results of Operations and Financial Condition” of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583.

     The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filings of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QLOGIC CORPORATION

April 29, 2003	/s/ Frank A. Calderoni
	Frank A. Calderoni
	Senior Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description of Document
99.1	Press Release, dated April 29, 2003, reporting the financial results for the fourth quarter and fiscal year ended March 30, 2003 of QLogic Corporation.

EX-99.1 3 a89660exv99w1.htm EXHIBIT 99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Editor’s Contact:
Steve Sturgeon
QLogic Corporation
Phone: 949/389-6268
steve.sturgeon@qlogic.com

Investor’s Contact:
Michael Roe
QLogic Corporation
Phone: 949/389-6440
michael.roe@qlogic.com

QLOGIC REPORTS FOURTH QUARTER
AND FISCAL YEAR 2003 RESULTS
Revenues and Net Income Reach Record Levels

Aliso Viejo, Calif., April 29, 2003 – QLogic Corporation (Nasdaq:QLGC), the company that powers storage area networks (SANs), announced today its financial results for the fourth quarter and fiscal year ended March 30, 2003.

Revenues for the fourth quarter were a record $120.6 million, up 6% sequentially from $114.2 million in the December 2002 quarter. Fourth quarter pro forma net income increased 9% from the previous quarter to a record $31.1 million, or $0.33 per share on a diluted basis, compared to $28.5 million, or $0.30 per share on a diluted basis.

Revenues for the fourth quarter of $120.6 million increased 31% from the $92.3 million reported in the comparable quarter last year on a pro forma basis. Fourth quarter pro forma net income of $31.1 million, or $0.33 per share on a diluted basis, increased 47% from $21.1 million, or $0.22 per share on a diluted basis, in the comparable quarter last year.

Revenues on a pro forma basis for the full fiscal year 2003 were a record $444.0 million, up 27% from the $349.7 million reported last year. Pro forma net income for the full fiscal year 2003 was a record $111.9 million, or $1.17 per diluted share, up 40% from the prior year.

The pro forma results are a supplement to financial statements based on generally accepted accounting principles (GAAP). These non-GAAP pro forma results include adjustments primarily for non-cash items associated with sales discounts for stock warrants and merger related stock compensation charges.

QLogic uses pro forma information to evaluate its on-going operating performance. QLogic believes this presentation provides investors with additional insight into its underlying operating results and business trends. A reconciliation between the pro forma and GAAP results is included in the accompanying financial data.

Net revenues on a GAAP basis for the fourth quarter of fiscal year 2003 were a record $120.6 million, and were up 33% from the net revenues of $90.8 million reported in the comparable quarter last year. The Company’s fourth quarter net income on a GAAP basis was up 60% to a record $29.9 million, or $0.31 per diluted share, from the $18.7 million, or $0.20 per diluted share, reported in the prior year. In addition, the Company’s fourth quarter GAAP net income of $29.9 million, or $0.31 per diluted share, increased 9% from the $27.5 million, or $0.29 per diluted share, reported in the December 2002 quarter.

The Company’s net revenues on a GAAP basis for the full fiscal year 2003 were a record $440.8 million, up 28% from the $344.2 million reported last year. Net income on a GAAP basis increased 46% during fiscal year 2003 to a record $103.5 million, or $1.09 per diluted share, from $70.7 million, or $0.74 per diluted share, in the prior year.

“QLogic has again established new records for quarterly revenue and net income. Our total revenues increased 6% sequentially and our net income grew 9% sequentially. The Fibre Channel market combined with our ability to increase market share remain the largest growth drivers for QLogic,” said H.K. Desai, the Company’s chairman, chief executive officer and president. “Fibre Channel revenues for the fourth quarter increased 7% sequentially and 44% on a year over year basis to $86.0 million, which represented 71% of the Company’s total revenue. We are very pleased with our revenue and market share gains, as well as our profitability performance during the current quarter and fiscal year 2003.”

The Company’s balance sheet was again highlighted by an increase in cash and short-term investments, ending the quarter with $643.2 million, an increase of $27.6 million during the quarter.

QLogic’s fourth quarter 2003 conference call is scheduled today at 2:30 p.m. Pacific Time (5:30 p.m. Eastern Time). H.K. Desai, chairman of the board, chief executive officer and president, and Frank Calderoni, senior vice president and chief financial officer, will host the conference call. The call is being webcast live via the Internet at www.qlogic.com/company/investor_relations.asp or via CCBN. Phone access to participate in the conference call is available at (913) 981-4900, pass code: 294872.

The quarterly and annual financial information that the Company intends to discuss during the conference call is included in this press release and will be available on the Company’s website at www.qlogic.com/company/investor_relations.asp for 12 months following the conference call. To listen to a webcast replay of the conference call, please visit the Investor Relations section of the Company’s

website at www.qlogic.com/company/investor_relations.asp. The webcast replay will be available for 12 months following the conference call. An audio replay of the conference call will also be available through May 16, 2003 by calling (888) 203-1112 or (719) 457-0820, pass code: 294872.

Powered by QLogic

QLogic products are included in servers, workstations, RAID subsystems, tape libraries, disk and tape drives, and delivered to small, medium and large enterprises around the world. Powering solutions from leading companies like Cisco, Dell, EMC, Fujitsu, Hitachi, HP, IBM, Network Appliance, Quantum, Sony, StorageTek and Sun, the broad line of QLogic controller chips, host bus adapters, network switches and management software move data from storage devices through the network fabric to servers. A member of the S&P 500 and NASDAQ 100, QLogic was recently named to Forbes’ Best 200 Small Companies for the fourth consecutive year and was named to Fortune’s 100 Fastest Growing Companies list for the third consecutive year. For more information visit www.qlogic.com.

Note: All QLogic-issued press releases appear on the company’s web site (www.qlogic.com). Any announcement that does not appear on the QLogic web site has not been issued by QLogic.

Disclaimer - Forward Looking Statements

With the exception of historical information, the statements set forth above include forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. QLogic wishes to advise readers that these potential risks and uncertainties relate to, but are not limited to, in no particular order: the introduction of new and changing technologies in our industry and customer acceptance of those technologies; a change in semiconductor foundry capacity or conditions; fluctuations in the growth of I/O markets; fluctuations or cancellations in orders from OEM customers; QLogic’s ability to compete effectively with other companies; cancellation of OEM products associated with design wins; and fluctuations in our operating results and our stock price.

More detailed information on these and additional factors which could affect QLogic’s operating and financial results are described in QLogic’s Forms 10-Q, 10-K and other reports, filed or to be filed with the Securities and Exchange Commission. QLogic urges all interested parties to read these reports to gain a better understanding of the many business and other risks that QLogic faces. Additionally, QLogic undertakes no obligation to publicly release the results of any revisions to these forward-looking statements, which may be made to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events.

Trademarks and registered trademarks are the property of the companies with which they are associated.

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - PRO FORMA

(Unaudited)
(in thousands, except per share data)

			Three Months Ended						Years Ended
			Mar. 30,		Dec. 29,		Mar. 31,		Mar. 30,		Mar. 31,
			2003		2002		2002		2003		2002
Net revenues			$	120,565	$	114,167	$	92,255	$	444,037	$	349,690
Cost of revenues				41,155		40,908		34,631		159,370		133,005
	Gross profit			79,410		73,259		57,624		284,667		216,685
Operating expenses:
	Engineering and development			19,830		19,973		16,835		74,480		63,941
	Selling and marketing			11,304		10,955		10,176		44,312		38,323
	General and administrative			3,636		3,530		3,819		14,011		14,489
		Total operating expenses		34,770		34,458		30,830		132,803		116,753
Operating income				44,640		38,801		26,794		151,864		99,932
Interest and other income, net				5,160		5,417		4,616		20,356		19,036
Income before income taxes				49,800		44,218		31,410		172,220		118,968
Income taxes				18,675		15,765		10,267		60,298		39,287
Net income			$	31,125	$	28,453	$	21,143	$	111,922	$	79,681
Net income per share:
	Basic		$	0.33	$	0.30	$	0.23	$	1.20	$	0.86
	Diluted		$	0.33	$	0.30	$	0.22	$	1.17	$	0.84
Number of shares used in per share computations:
	Basic			93,771		93,553		92,939		93,469		92,645
	Diluted			95,444		95,231		95,454		95,354		95,126

The above pro forma financial information is based on the Company’s unaudited condensed consolidated financial statements and excludes certain adjustments primarily for non-cash items associated with sales discounts for stock warrants, merger related stock compensation charges, an impairment of an investment in a technology company, and in fiscal year 2002, other acquisition related charges. The Company uses this pro forma information to evaluate its on-going operating performance. QLogic believes this presentation provides investors with additional insight into its underlying operating results and business trends. This presentation is not in accordance with, or an alternative for, generally accepted accounting principles (GAAP) and may be different from non-GAAP pro forma presentations used by other companies.

A reconciliation of the pro forma net income with the Company’s net income determined under generally accepted accounting principles is presented in the following table.

QLOGIC CORPORATION

Reconciliation of Pro Forma Net Income to GAAP Net Income

(Unaudited)
(in thousands)

		Three Months Ended									Years Ended
		Mar. 30,			Dec. 29,			Mar. 31,			Mar. 30,			Mar. 31,
		2003			2002			2002			2003			2002
Pro forma net income		$	31,125		$	28,453		$	21,143		$	111,922		$	79,681
Items excluded from pro forma net income:
	Sales discounts for stock warrants		—			—			(1,433	)		(3,228	)		(5,501	)
	Acquired in process R&D charges		—			—			(322	)		—			(1,124	)
	Merger related stock compensation charges		(2,071	)		(1,567	)		(1,385	)		(6,773	)		(4,619	)
	Technology company investment impairment		—			—			—			(3,000	)		—
	Amortization of goodwill and other intangibles		—			—			(572	)		—			(2,184	)
Impact on income before taxes			(2,071	)		(1,567	)		(3,712	)		(13,001	)		(13,428	)
	Income tax effect		835			627			1,225			4,552			4,473
Impact on net income			(1,236	)		(940	)		(2,487	)		(8,449	)		(8,955	)
GAAP net income		$	29,889		$	27,513		$	18,656		$	103,473		$	70,726

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME – GAAP

(Unaudited)
(in thousands, except per share data)

			Three Months Ended						Years Ended
			Mar. 30,		Dec. 29,		Mar. 31,		Mar. 30,		Mar. 31,
			2003		2002		2002		2003		2002
Gross revenues			$	120,565	$	114,167	$	92,255	$	444,037	$	349,690
Stock-based sales discounts				—		—		1,433		3,228		5,501
	Net revenues			120,565		114,167		90,822		440,809		344,189
Cost of revenues				41,155		40,908		34,631		159,370		133,005
	Gross profit			79,410		73,259		56,191		281,439		211,184
Operating expenses:
	Engineering and development			21,901		21,540		18,542		81,253		69,684
	Selling and marketing			11,304		10,955		10,176		44,312		38,323
	General and administrative			3,636		3,530		4,391		14,011		16,673
		Total operating expenses		36,841		36,025		33,109		139,576		124,680
Operating income				42,569		37,234		23,082		141,863		86,504
Interest and other income, net				5,160		5,417		4,616		17,356		19,036
Income before income taxes				47,729		42,651		27,698		159,219		105,540
Income taxes				17,840		15,138		9,042		55,746		34,814
Net income			$	29,889	$	27,513	$	18,656	$	103,473	$	70,726
Net income per share:
	Basic		$	0.32	$	0.29	$	0.20	$	1.11	$	0.76
	Diluted		$	0.31	$	0.29	$	0.20	$	1.09	$	0.74
Number of shares used in per share computations:
	Basic			93,771		93,553		92,939		93,469		92,645
	Diluted			95,444		95,231		95,454		95,354		95,126

QLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)
(in thousands)

				Mar. 30, 2003		Mar. 31, 2002
			ASSETS
Current assets:
	Cash and cash equivalents			$	137,810	$	76,124
	Short-term investments				505,387		416,422
	Accounts receivable, net				49,694		38,360
	Inventories				19,365		24,758
	Deferred income taxes				31,914		27,635
	Prepaid expenses and other current assets				4,010		3,345
		Total current assets			748,180		586,644
Property and equipment, net					59,813		60,293
Other assets					9,426		23,078
				$	817,419	$	670,015
	LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	15,301	$	15,025
	Accrued expenses				51,383		36,007
		Total current liabilities			66,684		51,032
Total stockholders’ equity					750,735		618,983
				$	817,419	$	670,015

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EX-99.1

QLogic Corporation