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): July 16, 2003

QLOGIC CORPORATION

(Exact name of registrant as specified in its charter)

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

26650 Aliso Viejo Parkway, Aliso Viejo, California
(Address of principal executive offices) 92656
(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 July 16, 2003, reporting the financial results of QLogic Corporation (the “Registrant”) for its fiscal first quarter ended June 29, 2003.

Item 9. Regulation FD Disclosure.

     On July 16, 2003, the Registrant reported its financial results for its fiscal first quarter ended June 29, 2003. A copy of the press release issued by the Registrant on July 16, 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
July 16, 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 July 16, 2003, reporting the financial results of QLogic Corporation for its fiscal first quarter ended June 29, 2003.

EX-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 FIRST QUARTER
RESULTS FOR FISCAL YEAR 2004
Revenues and Net Income Reach Record Levels

Aliso Viejo, Calif., July 16, 2003 – QLogic Corporation (Nasdaq:QLGC), the company that powers storage area networks (SANs), today announced its first quarter financial results for the period ended June 29, 2003.

Net revenues on a GAAP basis for the first quarter of fiscal 2004 were a record $126.2 million, up 5% sequentially from the $120.6 million reported in the fourth quarter of fiscal 2003. Fibre Channel revenues for the first quarter were up 9% sequentially to a record $93.9 million and represented 74% of the Company's total revenue. Net income on a GAAP basis for the first quarter of fiscal 2004 was a record $31.7 million, or $0.33 per share on a diluted basis. This was an increase of 6% sequentially from the $29.9 million, or $0.31 per share on a diluted basis, reported in the fourth quarter of fiscal 2003.

Net revenues for the first quarter increased 28% from the $99.0 million reported in the comparable quarter last year on a GAAP basis. Fibre Channel revenues for the first quarter were up 40% from the comparable quarter last year. First quarter net income on a GAAP basis increased 37% from the $23.1 million, or $0.24 per share on a diluted basis, reported in the first quarter of last year.

Revenues on a pro forma basis of $126.2 million for the first quarter of fiscal 2004 and $120.6 million for the fourth quarter of fiscal 2003 were the same as the net revenues reported on a GAAP basis. Pro forma net income for the first quarter of fiscal 2004 was a record $33.8 million, or $0.35 per share on a diluted basis, up 6% sequentially from the $32.0 million, or $0.33 per share on a diluted basis, for the fourth quarter of fiscal 2003.

Revenues on a pro forma basis for the first quarter increased 25% from the $100.8 million recorded in the comparable quarter last year. Fibre Channel revenues on a pro forma basis for the first quarter were up 36% from the $68.8 million recorded in the comparable quarter last year. Pro forma net income for the first quarter increased 31% from the $25.8 million, or $0.27 per share on a diluted basis, for the first quarter of last year.

The pro forma non-GAAP results are a supplement to financial statements based on GAAP and these results include adjustments primarily for non-cash items associated with merger related stock compensation charges and sales discounts for stock warrants. QLogic uses pro forma information to evaluate its on-going operating performance and believes this presentation provides investors with additional insight into its underlying operating results and business trends. A reconciliation between the GAAP and pro forma non-GAAP results is included in the accompanying financial data.

“QLogic once again established new records for quarterly revenue and net income. Our pro forma revenue growth during the first quarter was highlighted by a significant growth in our Fibre Channel sales, which increased 9% sequentially and 36% over the comparable quarter of last year,” said H.K. Desai, the Company’s chairman, chief executive officer and president. “We believe these results further validate the increasing market acceptance of our products and clearly identifies QLogic as a leader in the storage networking industry.”

The Company’s balance sheet was again highlighted by an increase in cash and short-term investments, ending the quarter with $694.3 million, an increase of $51.1 million during the quarter.

QLogic’s fiscal 2004 first quarter 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) 981-5517, pass code: 356844.

The quarterly 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 July 31, 2003 by calling (719) 457-0820, pass code: 356844.

Powered by QLogic

Since 1993, over 45 million QLogic products have shipped inside servers, workstations, RAID subsystems, tape libraries, disk and tape drives. These products were 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, StorageTek and Sun Microsystems, 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 Business Week’s list of 100 Hot Growth Companies for 2003. In addition, QLogic was 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 during fiscal year 2003. For more information visit www.qlogic.com.

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

Disclaimer — Forward Looking Statements

This press release contains statements relating to future results of the Company (including certain beliefs and projections regarding business trends) that are “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. The Company wishes to advise readers that these potential risks and uncertainties include, but are not limited to: the volatility of the Company’s stock price; fluctuations in operating results; the dependence on the storage area network market; the ability to maintain and gain market or industry acceptance of the Company’s products; the dependence on a limited number of customers and fluctuations or cancellations in orders from customers; the ability to compete effectively with other companies; a reduction in sales efforts by current distributors; the dependence on relationships with certain silicon chip suppliers and other subcontractors; the complexity of the Company’s products; terrorist activities and resulting military actions; international, economic, regulatory, political and other risks; changes in semiconductor foundry capacity; the ability to maintain or expand upon strategic alliances; the strain on resources caused by rapid growth and expansion; the ability to attract and retain key personnel; and the ability to protect proprietary rights or to satisfactorily resolve any infringement claims.

More detailed information on these and additional factors which could affect the Company’s operating and financial results are described in the Company’s Forms 10-K, 10-Q and other reports, filed or to be filed with the Securities and Exchange Commission. The Company urges all interested parties to read these reports to gain a better understanding of the many business and other risks that the Company faces. The forward looking statements contained in this press release are made only as of the date hereof, and the Company undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

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

QLOGIC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME – GAAP

(unaudited, in thousands, except per share amounts)

			Three Months Ended
			Jun. 29,		Mar. 30,		Jun. 30,
			2003		2003		2002
Gross revenues			$	126,235	$	120,565	$	100,780
Stock-based sales discounts				—		—		1,818
	Net revenues			126,235		120,565		98,962
Cost of revenues				42,002		41,155		37,107
	Gross profit			84,233		79,410		61,855
Operating expenses:
	Engineering and development			22,735		21,901		18,179
	Selling and marketing			11,729		11,304		10,618
	General and administrative			4,091		3,636		3,194
		Total operating expenses		38,555		36,841		31,991
Operating income				45,678		42,569		29,864
Interest and other income, net				5,412		5,160		4,612
Income before income taxes				51,090		47,729		34,476
Income taxes				19,414		17,840		11,420
Net income			$	31,676	$	29,889	$	23,056
Net income per share:
	Basic		$	0.34	$	0.32	$	0.25
	Diluted		$	0.33	$	0.31	$	0.24
Number of shares used in per share computations:
	Basic			94,017		93,771		93,177
	Diluted			96,002		95,444		95,857

QLOGIC CORPORATION

PRO FORMA NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited, in thousands, except per share amounts)

			Three Months Ended
			Jun. 29,		Mar. 30,		Jun. 30,
			2003		2003		2002
Net revenues			$	126,235	$	120,565	$	100,780
Cost of revenues				42,002		41,155		37,107
	Gross profit			84,233		79,410		63,673
Operating expenses:
	Engineering and development			20,623		19,830		16,612
	Selling and marketing			11,729		11,304		10,618
	General and administrative			4,091		3,636		3,194
		Total operating expenses		36,443		34,770		30,424
Operating income				47,790		44,640		33,249
Interest and other income, net				5,412		5,160		4,612
Income before income taxes				53,202		49,800		37,861
Income taxes				19,414		17,840		12,022
Net income			$	33,788	$	31,960	$	25,839
Net income per share:
	Basic		$	0.36	$	0.34	$	0.28
	Diluted		$	0.35	$	0.33	$	0.27
Number of shares used in per share computations:
	Basic			94,017		93,771		93,177
	Diluted			96,002		95,444		95,857

The above pro forma non-GAAP financial information is based on the Company’s unaudited condensed consolidated financial statements and excludes certain adjustments primarily for non-cash items associated with merger related stock compensation charges and Fibre Channel sales discounts for stock warrants. Prior to the first quarter of fiscal 2004, the Company’s pro forma income tax expense was based on the respective effective tax rate utilized for GAAP purposes applied to the pro forma pre-tax income. However in fiscal 2004, the pro forma tax effect is being calculated on a specific item basis as all of the Company’s pro forma adjustments in fiscal 2004 are not tax deductible. The pro forma income tax expense for all periods prior to fiscal 2004 reflect the income tax expense on a specific item basis consistent with fiscal 2004. The Company uses the pro forma information to evaluate its on-going operating performance and 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, GAAP and may be different from pro forma non-GAAP presentations used by other companies.

A reconciliation of the Company’s net income and the related net income per share amounts computed in accordance with generally accepted accounting principles to the corresponding amounts included above is presented in the following table.

QLOGIC CORPORATION

Reconciliation of GAAP Net Income to Pro Forma Non-GAAP Net Income

(unaudited, in thousands, except per share amounts)

		Three Months Ended
		Jun. 29,		Mar. 30,		Jun. 30,
		2003		2003		2002
GAAP net income		$	31,676	$	29,889	$	23,056
Items excluded from GAAP net income:
	Merger related stock compensation charges		2,112		2,071		1,567
	Sales discounts for stock warrants		—		—		1,818
	Income tax effect		—		—		(602	)
Pro forma net income		$	33,788	$	31,960	$	25,839
Basic net income per share:
	GAAP net income	$	0.34	$	0.32	$	0.25
	Adjustments		0.02		0.02		0.03
	Pro forma net income	$	0.36	$	0.34	$	0.28
Diluted net income per share:
	GAAP net income	$	0.33	$	0.31	$	0.24
	Adjustments		0.02		0.02		0.03
	Pro forma net income	$	0.35	$	0.33	$	0.27

QLOGIC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

			Jun. 29, 2003		Mar. 30, 2003
ASSETS
Current assets:
	Cash and cash equivalents		$	156,565	$	137,810
	Short-term investments			537,733		505,387
	Accounts receivable, net			60,240		49,694
	Inventories			19,718		19,365
	Deferred income taxes			32,068		31,914
	Prepaid expenses and other current assets			3,317		4,010
		Total current assets		809,641		748,180
Property and equipment, net				61,834		59,813
Other assets				8,107		9,426
			$	879,582	$	817,419
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable		$	19,729	$	15,301
	Accrued expenses			68,494		51,383
		Total current liabilities		88,223		66,684
Total stockholders’ equity				791,359		750,735
			$	879,582	$	817,419

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