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EX-99.1 - EX-99.1 - QLOGIC CORP | a59922exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2011
QLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 0-23298 | 33-0537669 | ||
(State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
26650 Aliso Viejo Parkway, Aliso Viejo, California | 92656 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (949) 389-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition | ||||||||
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.1 |
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Item 2.02 Results of Operations and Financial Condition
On July 28, 2011, the Company reported the financial results for its fiscal first quarter
ended July 3, 2011. A copy of the press release issued by the Company concerning the foregoing
results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained herein and in the accompanying Exhibit 99.1 shall not be
incorporated by reference into any filings of the Company 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 Exhibit 99.1
hereto, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities under that section.
Discussion of Non-GAAP Financial Measures
In addition to the results presented on a generally accepted accounting principles (GAAP)
basis in the press release included in Exhibit 99.1, the Company has also included certain non-GAAP
financial measures. These non-GAAP financial measures include non-GAAP net income and non-GAAP net
income per diluted share.
The Company believes that these supplemental non-GAAP financial measures, when presented in
conjunction with the corresponding GAAP financial measures, provide useful information to investors
and management regarding financial and business trends relating to its results of operations.
However, non-GAAP financial measures have certain limitations in that they do not reflect all of
the costs associated with the operations of the Companys business as determined in accordance with
GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as
a substitute for, or as superior to, measures of financial performance prepared in accordance with
GAAP.
The Company has presented non-GAAP net income and non-GAAP net income per diluted share, on a
basis consistent with its historical presentation, to assist investors in understanding the
Companys core net income and core net income per diluted share on an on-going basis. These
non-GAAP financial measures may also assist investors in making comparisons of the Companys core
net profitability with historical periods. Although the non-GAAP financial measures presented by
the Company may be different from the non-GAAP financial measures used by other companies, the
Company believes that these non-GAAP financial measures may also assist investors in making
comparisons of the Companys core net profitability with the corresponding results for its
competitors. Management also believes that non-GAAP net income and non-GAAP net income per diluted
share are important measures in the evaluation of the Companys profitability.
Management uses non-GAAP net income and non-GAAP net income per diluted share in its
evaluation of the Companys core after-tax results of operations and trends between fiscal periods
and believes that these measures are important components of its internal performance measurement
process. In addition, the Company prepares and maintains its budgets and forecasts for future
periods on a basis consistent with these non-GAAP financial measures. Management believes that
providing these non-GAAP financial measures allows investors to view the Companys financial
results in the way that management views the financial results.
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The Company excludes the following items from its non-GAAP financial measures:
Stock-based compensation. Stock-based compensation consists of expenses associated with stock
options and restricted stock units granted by the Company and purchases of common stock under the
Companys Employee Stock Purchase Plan. Stock-based compensation is a non-cash expense that varies
in amount from period to period as a result of factors that are difficult to predict and are
generally outside the control of the Company, such as the market price and associated volatility of
the Companys common stock. Accordingly, management believes these expenses are not reflective of
the Companys core operating expenses and excludes them when assessing its core operating results
and from its internal budgets and forecasts.
Amortization of acquisition-related intangible assets. In connection with acquisitions, the
Company records purchased intangible assets which are amortized over their estimated useful lives.
The amortization is a non-cash expense which is not considered by management when assessing the
core operating results of the Company. The acquisition-related intangible assets and the related
amortization can vary significantly based on the size and frequency of acquisitions.
Special charges. Special charges consist of costs related to severance benefits for
involuntarily-terminated employees. Management believes these charges are unrelated to the
Companys core business and does not consider these special charges when assessing the core
operating results of the Company.
Gains recognized on previously impaired investment securities. The Company recognized gains on
investment securities that were previously impaired. The Company had previously recognized
impairment charges on certain of its investment securities due to declines in the fair value of
these investments below their cost basis that management had deemed to be other-than-temporary.
Management believes that these gains are unrelated to the Companys core business and does not
consider the gains recognized on previously impaired investment securities when assessing the core
operating results of the Company.
Income tax effect. Income tax expense is adjusted by the amount of tax benefit or expense
(including any valuation allowance related to deferred tax assets) that would result from the use
of the non-GAAP results instead of the GAAP results when calculating the Companys tax expense.
Management believes changes in valuation allowances related to the Companys deferred tax assets
associated with non-core assets (i.e., investment securities) and acquisition-related deferred tax
assets are unrelated to the Companys core business. Accordingly, management does not consider
valuation allowances related to such deferred tax assets when assessing the core operating results
of the Company.
Each of the foregoing items has been excluded from the non-GAAP financial measures presented
by the Company. Management believes that such exclusion is appropriate since these items are not
reflective of the Companys core operating activities and thus excludes them from their internal
budgets and forecasts, as well as their assessment of core operating performance.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 | Press Release*, dated July 28, 2011, reporting the financial results of QLogic Corporation for its fiscal first quarter ended July 3, 2011. |
* | The press release is being furnished pursuant to Item 9.01, and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
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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 |
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July 28, 2011 | /s/ Jean Hu | |||
Jean Hu | ||||
Senior Vice President and Chief Financial Officer |
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