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DOT HILL SYSTEMS CORP - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations(Edgar Glimpses Via Acquire Media NewsEdge) Cautionary Statement for Forward-Looking Information Certain statements contained in this quarterly report on Form 10-Q, including, statements regarding the development, growth and expansion of our business, our intent, belief or current expectations, primarily with respect to our future operating performance and the products we expect to offer, and other statements regarding matters that are not historical facts, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are subject to the "safe harbor" created by these sections. Because such forward-looking statements are subject to risks and uncertainties, many of which are beyond our control, actual results may differ materially from those expressed or implied by such forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements can be found in Part II, Item 1A, "Risk Factors" and in our reports filed with the Securities and Exchange Commission, or SEC, including our Annual Report on Form 10-K for the year ended December 31, 2011. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made. 14-------------------------------------------------------------------------------- Table of Contents The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto included in the preceding pages in this quarterly report on Form 10-Q and our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011. Overview We design, manufacture and market a range of software and hardware storage systems for the entry and midrange storage markets. Beginning in the second half of 2009, we began placing more emphasis on selling higher gross margin products which includes appliance products and hardware products through indirect sales channels. Typical customers for our storage systems operating segment, which includes our AssuredSAN line of storage array products, include organizations requiring high reliability, high performance networked storage and data management solutions in an open systems architecture. Our storage solutions consist of integrated hardware, firmware and software products employing a modular system that allows end-users to add various protocol, performance, capacity or data protection schemes as needed. Our broad range of products, from small capacity direct attached to complete multi-hundred terabyte, or TB, storage area networks, or SANs, provide end-users with a cost-effective means of addressing increasing storage demands at compelling price-performance points. Our current product family based on our AssuredSAN architecture provides high performance and large disk array capacities for a broad variety of environments, employing Fibre Channel, Internet Small Computer Systems Interface, or iSCSI or Serial Attached SCSI, or SAS, interconnects to switches and/or hosts. In addition, our Assured family of data protection software products provides additional layers of data protection options to complement our line of storage disk arrays. Our current mainstream 2000 and 3000 series of entry-level storage products and Just a Bunch of Disks, or JBOD, arrays are targeted primarily at mainstream enterprise and small-to-medium business, or SMB, applications. Our AssuredSAN 5000 Series products have been distinguished by certification as Network Equipment Building System, or NEBS, Level 3 (a telecommunications standard for equipment used in central offices) and are MIL-STD-810F (a military standard created by the U.S. government) compliant based on their ruggedness and reliability. In February 2010, we launched the latest AssuredSAN 3000 series of storage arrays that provide high speed interface options including 8 gigabyte, or GB, Fibre Channel, 1GB and 10GB iSCSI over Ethernet and 6GB SAS connectivity. In September 2008, we acquired certain assets, namely RAIDCore from Ciprico Inc., or Ciprico. These products are marketed to OEM accounts as the AssuredVRA product line. This acquisition opened up new markets for us in the enterprise server and workstation markets for data protection internal to the servers and workstations. In particular, the RAIDCore acquisition allows us to broaden our product portfolio in the redundant array of independent disks, or RAID, market while allowing us to sell into the Band 1 market, and to pursue opportunities at current and target OEM customers. We signed our first customer agreement relating to RAIDCore products in May 2009 and began selling to this customer during the third quarter of 2009. Sales of AssuredVRA products were not significant in 2011 or in the three months ended March 31, 2012. Although sales of our AssuredVRA products increased in 2011, such sales do not represent a significant percentage of our total net revenue for the three months ended March 31, 2012. We have decided to expand our routes to market beyond our focus on OEMs, and in October of 2009, we launched a Dot Hill channel program targeted at selling through distributors and open storage partners, or OSPs. We continued to expand our channel program in 2011 and we believe this will provide Dot Hill with additional sales channels for all of our products. The majority of sales to our channel partners were represented by our AssuredSAN line of products in 2011 and in the first three months of 2012. Our agreements with our customers do not contain any minimum purchase commitments and may be terminated at any time upon notice from the applicable customer. Our ability to achieve and maintain profitability will depend on, among other things, the level and mix of orders we actually receive from such customers, the actual amounts we spend on marketing support, the actual amounts we spend for inventory support and incremental internal investment, our ability to reduce product cost, our product lead time, our ability to meet delivery schedules required by our customers and the economic environment. Our products and services are sold worldwide to facilitate server and SAN storage implementations, primarily through OEMs, and supplemented by system integrators, or SIs, distributors and value added resellers, or VARs. Our storage system operating segment OEM partners currently include, among others, Hewlett-Packard, or HP, Sony Ericsson, or Ericsson, Motorola, Inc., or Motorola, General Dynamics Government Systems Corporation, or General Dynamics, Lockheed Martin Corporation, or Lockheed Martin, NEC Corporation, or NEC, Tektronix Inc., or Tektronix, Samsung Electronics, or Samsung, Stratus Technologies, or Stratus, and Fujitsu Technology Solutions GmbH, or FTS and Concurrent Computer Corporation, or Concurrent. Our standalone storage software operating segment OEM partners currently include, among others, Dell Inc., or Dell. Although our products and services are sold worldwide, the majority of our net revenue is derived from our U.S. operations. We began shipping products to HP in the fourth quarter of 2007. In January 2008, we amended our agreement with HP to allow for sales of additional products to additional divisions within HP. Our products are primarily sold as HP's MSA 2000/P2000 product family. Sales to HP increased significantly during 2008 and increased again in 2009 primarily as a result of the successful launch and market acceptance of the HP MSA 2000 products. HP launched its third generation product line, now called the P2000 product line, in February 2010. Sales to HP increased again in 2010 as we began selling our next generation host interfaces across the HP P2000 product line. The agreement with HP does not contain any minimum purchase commitments. In October 2011, we extended our supply agreement with HP by five years to expire in October 2016 and also extended the expiration of 1.6 million warrants granted to HP in March 2008 to expire concurrently with the supply agreement in October 2016. Net revenue from HP approximated 73% of our total net revenue in 2011 and 61% of our total net revenue for the three months ended March 31, 2012. We expect sales to HP to continue to represent a substantial percentage of our total net revenue in 2012.We expect to generate additional revenue from our indirect channel as well as new and potential new OEM customers. 15 -------------------------------------------------------------------------------- Table of Contents In addition, the demand for our products has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following: • our ability to maintain and enhance relationships with our customers, in particular our OEM customers, as well as our ability to win new business; • our ability to source critical components such as integrated circuits, hard disk drives, memory and other components on a timely basis; • the amount of field failures resulting in product replacements or recalls; • our ability to launch new products in accordance with OEM specifications, schedules and milestones; • general economic and political conditions and specific conditions in the markets we address, including the continuing volatility in the technology sector, current general economic volatility and trends in the data storage markets in various geographic regions; • the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; and • the inability of certain of our customers who depend on credit to have access to their traditional sources of credit to finance the purchase of products from us, particularly in the current global economic environment, which may lead them to reduce their level of purchases or to seek credit or other accommodations from us. For these and other reasons, our net revenue and results of operations for the three months ended March 31, 2012 and prior periods may not necessarily be indicative of future net revenue and results of operations. Our manufacturing strategy includes outsourcing substantially all of our manufacturing to third-party manufacturers in order to reduce sales cycle times and manufacturing infrastructure, enhance working capital and improve margins by taking advantage of the third parties' manufacturing and procurement economies of scale. In September 2008, we entered into a manufacturing agreement with Foxconn Technology Group, or Foxconn. Under the terms of the agreement, Foxconn supplies us with manufacturing, assembly and test services from its facilities in China and final integration services including final assembly, testing and configure-to-order services, through its worldwide facilities. In November 2011, we amended our agreement with Foxconn to extend the manufacturing agreement for a period of three years. In addition, Foxconn agreed to waive the requirement for a letter of credit and improved our payment terms. Foxconn began manufacturing products for us in July 2009 and we began shipping products for general availability under the Foxconn agreement during the second half of 2009. The majority of our products sold in 2011 and in the three months ended March 31, 2012 were manufactured by Foxconn. We expect Foxconn to manufacture substantially all of our products for the remainder of 2012. We derive the majority of our net revenue primarily from sales of our Series 2000 and 3000 family of products, which are included in our AssuredSAN product line within the storage systems operating segment. Cost of goods sold includes costs of materials, subcontractor costs, salary and related benefits for the production and service departments, depreciation of equipment used in the production and service departments, production facility rent and allocation of overhead as well as manufacturing variances and freight. Research and development expenses consist primarily of project-related expenses, consulting charges and salaries for employees directly engaged in research and development. Sales and marketing expenses consist primarily of salaries and commissions, marketing related costs, advertising, customer-related evaluation unit expenses, promotional costs and travel expenses. General and administrative expenses consist primarily of compensation to officers and employees performing administrative functions, as well as expenditures for legal, accounting and other administrative services and fluctuations in currency valuations. Other income is comprised primarily of interest income earned on our cash and cash equivalents and other miscellaneous income and expense items. In the first quarter of 2012, our management approved, committed to, and initiated a restructuring and cost reduction plan or the 2012 Plan that is associated with the closure of our Israel Technology Development Center. The 2012 Plan is designed to re-align our software investments to focus on accelerating the development of embedded software features, in order to launch a competitive set of mid-range storage array products in 2012, and to provide more differentiated entry-level products for both OEM and channel customers. Substantially all of our 2012 Plan workforce reductions were completed by April 30, 2012. Critical Accounting Policies and Estimates An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably likely to occur could materially impact the unaudited condensed consolidated financial statements. Except as noted below, management believes that there have been no significant changes during the three months ended March 31, 2012, to the items that we disclosed as our critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. 16 -------------------------------------------------------------------------------- Table of Contents Warranty and Related Obligations Our standard warranty provides that if our systems do not function to published specifications, we will repair or replace the defective component or system without charge generally for a period of approximately three years. We generally extend to our customers the warranties provided to us by our suppliers and, accordingly, the majority of our warranty obligations to customers are intended to be covered by corresponding supplier warranties. For warranty costs not covered by our suppliers, we provide for estimated warranty costs in the period the revenue is recognized. There can be no assurance that our suppliers will continue to provide such warranties to us in the future or that our warranty obligations to our customers will be covered by corresponding warranties from our suppliers, the absence of which could have a material effect on our financial statements. Estimated liabilities for product warranties are included in accrued expenses. In October 2009, we discovered a quality issue associated with certain power supply devices provided by a long-term component supplier, which resulted in a higher than expected level of power supply failures to us and our customers. While we were able to promptly identify and resolve the cause of the failures, we are required to provide replacement products or make repairs to the affected power supply units that had been sold between March and October 2009. Through June 30, 2011, our component supplier had repaired all of the faulty power supplies at no cost to us, and reimbursed us for our out-of-pocket costs which has constituted a reimbursement to customers for certain out-of-pocket costs they incurred in connection with these power supply failures. The total amount reimbursed to us by our component supplier approximated $1.0 million through June 30, 2011. In the second and third quarters of 2011, a material customer provided us with a framework estimating the potential claims precipitated by the power supply failures. As previously disclosed, the customer's preliminary framework of potential claims provided to us included additional costs related to the customer's internal overhead for other internal indirect costs, in addition to third-party direct costs. Based on preliminary discussions for settlement and our analysis of the framework provided by the customer including future potential claims through the warranty period, we estimated that we had incurred a probable loss of approximately $2.8 million. Consequently, in addition to the $1.3 million previously recognized as of June 30, 2011, we recorded an estimated liability of $1.5 million as of September 30, 2011 within "Accrued expenses" on our condensed consolidated balance sheet. Negotiations continued with the material customer throughout the fourth quarter of 2011 into the first quarter of 2012. Based on the results of such ongoing negotiations, we increased our estimated liability at December 31, 2011 to $5.5 million, resulting in a charge of $2.7 million during the fourth quarter of 2011 within "Accrued expenses" on our condensed consolidated balance sheet, and are reported gross of any third-party recoveries. Negotiations with the material customer are still ongoing. While no final settlement has been agreed-to by each party, we continue to maintain that our estimated liability remains at $5.5 million, resulting in no charge during the first quarter of 2012. While our estimated liability relating to failed power supply units is subject to some uncertainty until settled, based on our current expectation of what the terms of the final negotiated settlement will stipulate, we do not believe the incurrence of an additional loss is either probable or reasonably possible at this time. During the second quarter of 2011, based on the advice of legal counsel, we established that our component supplier is contractually obligated to reimburse us for fair and reasonable costs we incur with our customers associated with these power supply failures. Our component supplier had continued to re-work and distribute to our customer the affected population of power supplies at no cost to us. In addition, at the time, our collection experience with similar amounts already reimbursed to us by our supplier and our belief that our component supplier and its parent companies had the financial ability to continue to reimburse us for any additional costs we may incur, we recorded a current asset within "Prepaid expenses and other assets" on our consolidated balance sheet of $1.3 million as of June 30, 2011. During the third quarter of 2011, as the claims from the material customer became clearer, we commenced negotiations with our component supplier for fair and reasonable costs that we have and are likely to incur through the warranty period associated with this component failure. While we have not agreed to an amount to cover the costs associated with replacing customers' power supplies, we continue to maintain that we have legal recourse against this component supplier. Originally we determined that the supplier was unlikely to make an up-front cash payment for the original settlement amount of $1.3 million, but it indicated a willingness to provide some form of reimbursement for costs incurred, in the form of cash and/or note receivable of $0.5 million plus future product rebates. Based on our judgment at the time, we reduced the previously recorded current asset of $1.3 million within "Prepaid expenses and other assets" to $0.5 million as of September 30, 2011. We continued to negotiate this settlement with our supplier and subsequent to December 31, 2011, the supplier signed a letter of intent providing for additional reimbursements above what was recognized as of September 30, 2011. Pursuant to the signed letter of intent, the supplier has agreed to cash consideration of $1.2 million, of which $0.6 million will be received upon the subsequent signing of the Settlement Agreement, with the remainder to be received in four quarterly installments commencing three months from the date the Settlement Agreement is signed. Additionally, our supplier committed to product rebates and/or price concessions on post-2011 product orders for a period of approximately three years, commencing three months from the date of signing the Settlement Agreement, in return for our agreement to release our supplier from all obligations relating to the power supply failures known by us to date. This agreement is not subject to any required future purchases. Based on our judgment, we increased the previously recorded current asset of $0.5 million within "Prepaid expenses and other assets" to $1.2 million as of December 31, 2011. There has been no change to the above facts and circumstances during the first quarter of 2012, as any final settlement with the component supplier is pending a final resolution to potential claims made against the Company by the material customer. In addition, we have commenced discussions with our General Liability and Errors and Omissions Insurance and underwriters and will continue to pursue our rights to cover any damages we incur and not reimbursed by our supplier. The insurance company has issued a reservation of rights letter to us and at this time, it is not possible to estimate to what extent, if any, we will be covered by our carrier. As of March 31, 2012 we have not assumed or recorded any insurance reimbursement. 17 -------------------------------------------------------------------------------- Table of Contents To the extent that we are unsuccessful in negotiating settlement agreements with our customer and our component supplier on mutually beneficial terms, or our component supplier does not continue to reimburse us for the expenses incurred by us or our customers, and we are unsuccessful in recovering such expenses from our insurance provider, we could incur additional expenses which could potentially have a material effect on our financial statements. Long-lived asset impairment We periodically review the recoverability of the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. An impairment in the carrying value of an asset group is recognized whenever anticipated future undiscounted cash flows from an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk. All long-lived assets identified with the Israel Technology Development Center, or ITC reporting unit are considered one asset group, and are included as a component of the "Standalone Storage Software" reportable segment. Recent events involving our ITC reporting unit resulted in a significant decline in actual and planned earnings. As of September 30, 2011, we identified a change in circumstances that indicated the carrying amount of our long-lived assets may not be recoverable, as our primary AssuredUVS customer informed us that the AssuredUVS software would no longer be a component of its business strategy, which would result in a significant decline in revenues for the Company. Our long-lived assets consist of the intangible assets associated with our acquisition of certain identified Cloverleaf Communications, Inc., or Cloverleaf, assets acquired in January 2010 with a carrying value of $5.0 million and property and equipment of $1.2 million. Since we did not have an immediate replacement for our AssuredUVS customer, management's forecasted undiscounted cash flows indicated that the assets were potentially not recoverable, and proceeded to estimate the fair value of each long-lived asset. Property and equipment comprise mostly machinery and equipment used for testing and development of our AssuredUVS technology. Management determined that carrying value approximated fair value, as property was either acquired in the 2010 acquisition of Cloverleaf, has been purchased subsequently, or could be re-deployed, establishing recent evidence of fair value. It is depreciated over a 3 - 5 year estimated useful life. Intangible assets consist primarily of acquired software of $4.9 million and a trade name of $0.1 million. We determined the fair value of the acquired software by estimating the replacement cost of the software, taking into account both the software as acquired and subsequent development work, as well as the business alternatives we were considering and the corresponding value of the software in these alternative approaches. We estimated the value of the software based on the probabilities of each of the business alternatives. We determined the fair value of the trade name using an income approach and considered the fact that the software's trade name at the time of acquisition was no longer being used. All estimates were based on management using appropriate assumptions and projections. Our impairment analysis at September 30, 2011 identified $2.9 million of impaired long-lived assets, consisting entirely of intangible assets recognized as part of the Cloverleaf acquisition in 2010. Long-lived asset impairment charges are recorded consistent with our treatment of related amortization expense specific to each acquired intangible assets. We recorded $2.8 million of impaired acquired software and $0.1 million of impaired acquired trade name as a component of cost of goods sold for the year ended December 31, 2011. In February 2012, our Board of Directors approved a plan to exit our AssuredUVS business and close down our Israel Technology Development Center (see Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements). We evaluated the potential impact, if any, on our valuation of our acquired software and other long-lived assets maintained at our Israel Technology Development Center, and based on the facts and circumstances in existence at March 31, 2012, we believe the current valuations are appropriate. However, we will continue to assess the recorded long-lived asset valuation for Israel Technology Development Center in light of our decision to shut down operations. Valuation of Goodwill We review goodwill for impairment on an annual basis at November 30 and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Our ITC reporting unit, which was developing our AssuredUVS software, is a component of the Standalone Storage Software reporting segment identified in the notes to our consolidated financial statements. During September 2011, our primary AssuredUVS customer became delinquent on the settlement of its payables to us and upon our investigation it became evident that its financial resources were limited. It also informed us that they were changing their strategy which would result in a significant decline in revenue for the Company, and we determined it was "more-likely-than-not" that the reporting unit was less than its carrying value. Current accounting standards require that a two-step impairment test be performed on goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. We determine the fair value of our reporting unit using a combination of the income approach and market capitalization approach. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired, and we are not required to perform further testing. If the carrying value of the net assets exceeds the fair value of the reporting unit, then we must perform the second step in order to determine the implied fair value of the reporting unit's goodwill and compare it to the carrying value of the reporting unit's goodwill. If the carrying value of the reporting unit's goodwill exceeds its implied fair value, then we must record an impairment charge equal to the difference. 18-------------------------------------------------------------------------------- Table of Contents Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future discounted cash flows. Under the market capitalization approach, valuation multiples are calculated based on operating data from publicly traded companies within our industry. Multiples derived from companies within our industry provide an indication of how much a knowledgeable investor in the marketplace would be willing to pay for a company. These multiples are applied to the operating data for the reporting unit to arrive at an indicated fair value. Significant management judgment is required in the forecasts of future operating results that are used in the estimated future discounted cash flow method of valuation. The estimates we have used are consistent with the plans and estimates that we use to manage our business. We base our fair value estimates on forecasted revenue and operating costs along with business plans. Our forecasts consider the effect of a number of factors including, but not limited to, the current future projected competitiveness and market acceptance of the product, technological risk, the ease of use and ease of implementation of the product, the likely outcome of sales and marketing efforts and projected costs associated with product development, customer support and selling, general and administrative costs. It is possible, however, that the plans may change and that actual results may differ significantly from our estimates. The valuation resulted in the recognition of an impairment charge to goodwill of $4.1 million during the year-ended December 31, 2011. No additional goodwill remains on the balance sheet of the Company as of March 31, 2012. Results of Operations The following table sets forth certain items from our statements of operations as a percentage of net revenue for the periods indicated (percentages may not aggregate due to rounding): Three Months Ended March 31, 2011 2012 Net revenue 100 % 100 % Cost of goods sold 75.4 72.3 Gross profit 24.6 27.7 Operating expenses: Research and development 16.2 18.2 Sales and marketing 6.2 6.5 General and administrative 4.8 5.6 Restructuring charge (0.1 ) 1.0 Total operating expenses 27.1 31.3 Operating loss (2.5 ) (3.6 ) Other income (expense), net 0.0 0.0 Loss before income taxes (2.5 ) (3.6 ) Income tax expense 0.1 (0.2 ) Net loss (2.6 )% (3.4 )% Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2012 Net Revenue Three Months Ended March 31, 2011 2012 Increase % Change (in thousands, except percentages) Net Revenue $ 49,174 $ 54,744 $ 5,570 11.3 % Net revenues increased approximately $5.6 million from $49.2 million for the three-months ended March 31, 2011 to $54.7 million for the three-months ended March 31, 2012. The increase in net revenue was primarily due to an approximate $8.8 million increase in revenue from Tektronix from $1.6 million for the three months ended March 31, 2011 to $10.4 million for the three months ended March 31, 2012. The increase in Tektronix revenue was the result of a spike in demand combined with fulfilling orders that were on backlog from the prior year. We do not anticipate revenue from Tektronix to exceed 10% in any other quarter in 2012. 19 -------------------------------------------------------------------------------- Table of Contents This increase was partially offset by an approximately $4.1 million decrease in HP revenue from $37.3 million for the three months ended March 31, 2011 to $33.2 million for the three months ended March 31, 2012. The decrease in revenue from HP was due to a general decrease in demand and product mix. However, we expect sales to HP to continue to represent a substantial portion of our net revenue during 2012. There were additional revenue changes which contributed to the fluctuation. Sales of our AssuredUVS and AssuredVRA products decreased from $1.3 million to $0.8 million for the three months ended March 31, 2011 and March 31, 2012, respectively, due to our decision to exit our Assured UVS business (see Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements). Service revenue increased slightly from $2.4 million for three months ended March 31, 2011 to $2.5 million for the three months ended March 31, 2012. This increase was primarily attributable to an increase in spare part sales on legacy products. Sales to our channel partners doubled, increasing from $1.1 million for the three months ended March 31, 2011 to $2.2 million for the three months ended March 31, 2012. This was due to several large orders over the prior year's quarter. Cost of Goods Sold and Gross Profit Three Months Ended Three Months Ended % March 31, 2011 March 31, 2012 Increase Change % of Net % of Net Amount Revenue Amount Revenue (in thousands, except percentages) Cost of Goods Sold $ 37,072 75.4 % $ 39,570 72.3 % $ 2,498 6.7 % Gross Profit $ 12,102 24.6 % $ 15,174 27.7 % $ 3,072 25.4 % Cost of goods sold increased for the three months ended March 31, 2012 compared to the three months ended March 31, 2011 primarily as a result of the increase in sales revenue, offset partially by increased incentive rebates from certain manufacturers. Gross profit margin increased from 24.6% for the three months ended March 31, 2011 to 27.7% for the three months ended March 31, 2012. Gross profit margins benefited from manufacturing cost reductions, component cost reductions, including rebates and product and customer mix. Although sales to HP decreased from March 31, 2011 to March 31, 2012, the mix of sales in 2012 were at a slightly higher margin than those in 2011 which had an overall positive impact to our margin. Sales to HP approximated 75.9% of our net revenue for the three months ended March 31, 2011 compared to 60.7% of our net revenue for the three months ended March 31, 2012. Furthermore, gross profit and gross margins for the three months ended March 31, 2012 were negatively impacted by increased manufacturing support costs which increased from $3.3 million for the three months ended March 31, 2011 to $3.6 million for the three months ended March 31, 2012. This was due primarily to increased salaries and stock compensation expense related to the Israel Technology Development Center for the three months ended March 31, 2012. Research and Development Expenses Three Months Ended Three Months Ended % March 31, 2011 March 31, 2012 Increase Change % of Net % of Net Amount Revenue Amount Revenue (in thousands, except percentages) Research and Development Expenses $ 7,986 16.2 % $ 9,942 18.2 % $ 1,956 24.5 % Research and development expense increased $2.0 million to $10.0 million for the three months ended March 31, 2012 compared to $8.0 million for the three months ended March 31, 2011. This increase was primarily due to an increase in salaries and payroll related expenses for research and development personnel of $1.0 million, an increase in consulting expense of $0.3 million, an increase in stock-based compensation of $0.2 million, an increase in depreciation expense of $0.1 million, an increase in asset write-offs of $0.1 million and an increase of $0.3 million in maintenance, allocated costs and other miscellaneous costs. The increase in salaries and payroll related expense is the result of salary reductions in effect for the three months ended March 31, 2011 and their full re-instatement during the three months ended March 31, 2012. The increase in salaries is also a result of the incremental engineering investment the Company is making to service new customers and attract prospective customers, the development and launch of a mid-range product line in 2012 and next generation technologies. The increase in consulting expense is primarily the result of certain engineering functions being performed by consultants in India and an increase in the use of domestic engineering consultants to assist with certain strategic development projects. The increase in stock-based compensation is due to an overall increase in the number of equity-based stock options and awards outstanding in the first quarter of 2012 compared to the first quarter 2011. The increase in depreciation expense is the result of additional capital expenditures for our Longmont and Israel engineering labs. The increase in asset write-offs is related to assets being written-off in conjunction with the shutdown of the Israel Technology Development Center (see Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements). The increase in maintenance and allocated costs were primarily the result of increased support costs for acquired software and equipment. We expect that the timing of our engineering material purchases and additional headcount requirements to support new product releases will affect the amount of research and development expenses in future periods. 20-------------------------------------------------------------------------------- Table of Contents Sales and Marketing Expenses Three Months Ended Three Months Ended % March 31, 2011 March 31, 2012 Increase Change % of Net % of Net Amount Revenue Amount Revenue (in thousands, except percentages) Sales and Marketing Expenses $ 3,033 6.2 % $ 3,533 6.5 % $ 500 16.5 % Sales and marketing expense increased approximately $0.5 million to $3.5 million for the three months ended March 31, 2012 compared to $3.0 million for the three months ended March 31, 2011. This increase was primarily due to an increase in credit card fees of $0.3 million, associated with a specific customer that remits payments to us through a credit card, an increase in commissions and sales bonuses of $0.1 million and an increase in evaluation unit expenses of $0.1 million. The increase in customer-related credit card fees is the result of increased sales to customers that remit payment to us using a credit card for which we are charged a fee by our bank to process the credit card transaction. The increase commissions and sales bonuses was primarily the result of an increase in net revenue. The increase in evaluation unit expenses was due to an increase in customer interest in new products. General and Administrative Expenses Three Months Ended Three Months Ended % March 31, 2011 March 31, 2012 Increase Change % of Net % of Net Amount Revenue Amount Revenue (in thousands, except percentages) General and Administrative Expenses $ 2,341 4.8 % $ 3,068 5.6 % $ 727 31.1 % General and administrative expenses increased approximately $0.7 million to $3.1 million for the three months ended March 31, 2012 compared to $2.3 million for the three months ended March 31, 2011. This increase was due to the change in foreign currency gains and losses of $0.3 million, an increase in salaries and payroll related expenses of approximately $0.1 million, an increase in consultant fees of $0.1 million, a $0.1 million increase in professional service fees and a $0.1 million increase in stock-based compensation. The increase in foreign currency gains and losses resulted from the changes in the value of the Euro, British Pound, Israeli Shekel and Japanese Yen in relation to the United States dollar. The increase in salaries and payroll expenses were a result of salary reductions in effect for the three months ended March 31, 2011 and their full re-instatement during the three months ended March 31, 2012. The increase in consultant fees was related to filling in for departmental turnover. The increase in professional services fees was due to specific projects to review asset impairment and software license compliance. The increase in stock-based compensation is due to an overall increase in the number of equity-based stock options and awards outstanding in the first quarter of 2012 compared to the first quarter 2011. Restructuring Charge (Recoveries) Three Months Ended Three Months Ended % March 31, 2011 March 31, 2012 Increase Change % of Net % of Net Amount Revenue Amount Revenue (in thousands, except percentages) Restructuring Charge (Recovery) $ (41) (0.1 )% $ 601 1.0 % $ 642 15.7 % Restructuring expenses increased $0.6 million for the three months ended March 31, 2012 compared to $0.0 million for the three months ended March 31, 2011. This increase relates to management's decision to shut down the Israel Technology Development Center. This increase was somewhat offset by the reimbursement of common area maintenance expenses related to the Carlsbad, CA building lease. See Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements for more details regarding our restructuring activities. 21 -------------------------------------------------------------------------------- Table of Contents Other Income (Expense), net Three Months Ended Three Months Ended % March 31, 2011 March 31, 2012 Increase Change % of Net % of Net Amount Revenue Amount Revenue (in thousands, except percentages) Other Income (Expense), net $ (4) 0.0 % $ 11 0.0 % $ 15 375.0 % Other income (expense), net consists of interest income on our cash and cash equivalents, interest expense related to our note payable and other miscellaneous items Other income increased for the three months ended March 31, 2012 compared to the three months ended March 31, 2011 primarily as a result of income generated from a miscellaneous transaction. Income Taxes We recorded an income tax benefit of $0.1 million for the three months ended March 31, 2012 and an income tax provision of $0.1 million for the three months ended March 31, 2011. Our benefit for income taxes primarily represents the reversal of a liability related to a foreign entity. Liquidity and Capital Resources The primary drivers affecting cash and liquidity are net losses, working capital requirements and capital expenditures. Historically, the payment terms we have had to offer our customers have been relatively similar to the terms received from our creditors and suppliers. We typically bill customers on an open account basis subject to our standard credit quality and payment terms ranging between net 30 and net 45 days. If our net revenue increases, it is likely that our accounts receivable balance will also increase. Conversely, if our net revenue decreases, it is likely that our accounts receivable will also decrease. Our accounts receivable could increase if customers, such as large OEM customers, delay their payments or if we grant them extended payment terms. Our accounts payable increase or decrease in connection with changes in volumes as well as our cash conservation strategies. As of March 31, 2012, we had $41.4 million of cash and cash equivalents and $40.2 million of working capital compared to $46.2 million of cash and cash equivalents and $41.4 million of working capital as of December 31, 2011. The decrease in cash and cash equivalents is further described below. Cash equivalents include highly liquid investments purchased with an original maturity of 90 days or less and consist principally of money market funds. Operating Activities Net cash used by operating activities for the three months ended March 31, 2012 was $4.3 million compared to $1.0 million of cash provided by operations for the three months ended March 31, 2011. The operating activities that affected cash consisted primarily of a net loss, which totaled $1.9 million for the three months ended March 31, 2012 compared to a net loss of $1.3 million for the three months ended March 31, 2011. The increase in our net loss was primarily attributable to increased operating costs, the majority of which were due to increased engineering costs as we continue to invest in new and prospective customers, in our next generation technologies and in our mid-range storage array products scheduled for launch in 2012, and to provide more differentiated entry-level products for both OEM and channel customers. The adjustments to reconcile net loss to net cash provided by operating activities for the three months ended March 31, 2012 for items that did not affect cash consisted of depreciation and amortization of $1.1 million, loss on the write-off of fixed assets of $0.1 million and stock-based compensation expense of $1.1 million. Cash flows from operations reflects the negative impact of $3.5 million related to an increase in accounts receivable, which was primarily due to an increase in revenue from Tektronix particularly at the end of the first quarter and other OEM and software customers, offset by a decrease in the number of days sales outstanding, which decreased from 62 days at the end of the fourth quarter of 2011 to 58 days at the end of the first quarter of 2012. Cash flows from operations also reflects the negative impact of $5.3 million related to an overall increase in prepaid expenses and other assets at March 31, 2012, which was primarily due to our contract manufacturer buying hard disk drives that were in short supply and that we had sourced from the open market. Accrued compensation and other expenses also negatively impacted the cash from operations by $1.3 million due to settling a large invoice for software licenses and a significant decrease in the employee stock purchase plan accrual. Deferred revenue had a $0.1 million negative impact to cash from operations due to the reduction in prepaid maintenance agreements related to our AssuredUVS technology which we will no longer support after 2012. Cash flows from operations reflect a positive impact of $4.5 million due to an increase in our accounts payable balance, which is also reflected in our days payable outstanding which increased from 75 days to 82 days as we implemented certain cash preservation measures. Inventories decreased from March 31, 2011 to March 31, 2012, contributing $0.5 million to cash from operations. This decrease was primarily due to increased sales of controllers to a specific customer along with multiple other transactions which, individually, are not significant, but contributed to the decrease. These include purchase price variances and accrual reversals from the prior period. Cash flows from operations also include an increase in our restructuring accrual of $0.4 million which is due primarily to recording the net expense related to shutting down the Israel Technology Development Center, offset by continued reductions in our 2008 Plan and 2010 Plan contractual commitments. In addition, we used $0.1 million of cash from operations for long-term liabilities primarily resulting from deferred rent amortization. 22-------------------------------------------------------------------------------- Table of Contents Investing Activities Cash used in investing activities for the three months ended March 31, 2012 was approximately $0.3 million compared to $0.6 million for the three months ended March 31, 2011. Cash used in investing activities for the three months ended March 31, 2012 was due to purchases of property and equipment primarily associated with test and other equipment used by our contract manufacturing partners to produce our products and for equipment used in our Longmont engineering lab. Financing Activities Cash used by financing activities for the three months ended March 31, 2012 was approximately $0.0 million compared to cash provided by financing activities of $0.3 million for the three months ended March 31, 2011. Cash provided by financing activities for the three months ended March 31, 2012 was due to the sale of stock to employees under our employee stock plans of $0.5 million, which was partially offset by $0.4 million of tax liability payments made by Dot Hill associated with employee equity awards and $0.1 million for the ongoing pay-down of our note payable associated with our 2008 acquisition of certain intangible assets from Ciprico. Based on current macro-economic conditions and conditions in the state of the data storage systems markets, our own organizational structure and our current outlook, we presently expect our cash and cash equivalents will be sufficient to fund our operations, working capital and capital requirements for at least the next 12 months. However, our capital resources could be negatively impacted by unforeseen future events. Our standard warranty provides that if our systems do not function to published specifications, we will repair or replace the defective component or system without charge generally for a period of approximately three years. We generally extend to our customers the warranties provided to us by our suppliers and, accordingly, the majority of our warranty obligations to customers are intended to be covered by corresponding supplier warranties. For warranty costs not covered by our suppliers, we provide for estimated warranty costs in the period the revenue is recognized. There can be no assurance that our suppliers will continue to provide such warranties to us in the future or that our warranty obligations to our customers will be covered by corresponding warranties from our suppliers, the absence of which could have a material effect on our financial statements. Estimated liabilities for product warranties are included in accrued expenses. In October 2009, we discovered a quality issue associated with certain power supply devices provided by a long-term component supplier, which resulted in a higher than expected level of power supply failures to us and our customers. While we were able to promptly identify and resolve the cause of the failures, we are required to provide replacement products or make repairs to the affected power supply units that had been sold between March and October 2009. Through June 30, 2011, our component supplier had repaired all of the faulty power supplies at no cost to us, and reimbursed us for our out-of-pocket costs which has constituted a reimbursement to customers for certain out-of-pocket costs they incurred in connection with these power supply failures. The total amount reimbursed to us by our component supplier approximated $1.0 million through June 30, 2011. In the second and third quarters of 2011, a material customer provided us with a framework estimating the potential claims precipitated by the power supply failures. As previously disclosed, the customer's preliminary framework of potential claims provided to us included additional costs related to the customer's internal overhead for other internal indirect costs, in addition to third-party direct costs. Based on preliminary discussions for settlement and our analysis of the framework provided by the customer including future potential claims through the warranty period, we estimated that we had incurred a probable loss of approximately $2.8 million. Consequently, in addition to the $1.3 million previously recognized as of June 30, 2011, we recorded an estimated liability of $1.5 million as of September 30, 2011 within "Accrued expenses" on our condensed consolidated balance sheet. Negotiations continued with the material customer throughout the fourth quarter of 2011 into the first quarter of 2012. Based on the results of such ongoing negotiations with the material customer, we increased our estimated liability at December 31, 2011 to $5.5 million, resulting in a charge of $2.7 million during the fourth quarter of 2011 within "Accrued expenses" on our condensed consolidated balance sheet, and are reported gross of any third-party recoveries. During the first quarter-ended March 31, 2012, we continued negotiations with the customer through the second quarter of 2012. While no final settlement has been agreed-to by each party, we continue to maintain that our estimated liability remains at $5.5 million, resulting in no charge during the first quarter of 2012. While our estimated liability relating to failed power supply units is subject to some uncertainty until settled, based on our current expectation of what the terms of the final negotiated settlement will stipulate, we do not believe the incurrence of an additional loss is either probable or reasonably possible at this time. During the second quarter of 2011, based on the advice of legal counsel, we established that our component supplier is contractually obligated to reimburse us for fair and reasonable costs we incur with our customers associated with these power supply failures. Our component supplier had continued to re-work and distribute to the material customer the affected population of power supplies at no cost to us. In addition, at the time, our collection experience with similar amounts already reimbursed to us by our supplier and our belief that our component supplier and its parent companies had the financial ability to continue to reimburse us for any additional costs we may incur, we recorded a current asset within "Prepaid expenses and other assets" on our consolidated balance sheet of $1.3 million as of June 30, 2011. During the third quarter of 2011, as the claims from the material customer became clearer, we commenced negotiations with our component supplier for fair and reasonable costs that we have and are likely to incur through the warranty period associated with this component failure. While we have not agreed to an amount to cover the costs associated with replacing customers' power supplies, we continue to maintain that we have legal recourse against this component supplier. Originally we determined that the supplier was unlikely to make an up-front cash payment for the original settlement amount of $1.3 million, but it indicated a willingness to provide some form of reimbursement for costs incurred, in the form of cash and/or note receivable of $0.5 million plus future product rebates. Based on our judgment at the time, we reduced the previously recorded 23 -------------------------------------------------------------------------------- Table of Contents current asset of $1.3 million within "Prepaid expenses and other assets" to $0.5 million as of September 30, 2011. We continued to negotiate this settlement with our supplier and subsequent to December 31, 2011, the supplier signed a letter of intent providing for additional reimbursements above what was recognized as of September 30, 2011. Pursuant to the signed letter of intent, the supplier has agreed to cash consideration of $1.2 million, of which $0.6 million will be received upon the subsequent signing of a settlement agreement, with the remainder to be received in four quarterly installments commencing three months from the date a settlement agreement is signed. Additionally, our supplier committed to product rebates and/or price concessions on post-2011 product orders for a period of approximately three years, commencing three months from the date of signing a settlement agreement, in return for our agreement to release our supplier from all obligations relating to the power supply failures known by us to date. This agreement is not subject to any required future purchases. Based on our judgment, we increased the previously recorded current asset of $0.5 million within "Prepaid expenses and other assets" to $1.2 million as of December 31, 2011. There has been no change to the above facts and circumstances during the first quarter of 2012, as any final settlement with the component supplier is pending a final resolution to potential claims made against the Company by the material customer. In addition, we have commenced discussions with our General Liability and Errors and Omissions Insurance and underwriters and will continue to pursue our rights to cover any damages we incur and not reimbursed by our supplier. The insurance company has issued a reservation of rights letter to us and at this time, it is not possible to estimate to what extent, if any, we will be covered by our carrier. As of March 31, 2012 we have not assumed or recorded any insurance reimbursement. To the extent that we are unsuccessful in negotiating settlement agreements with the material customer and our component supplier on mutually beneficial terms, or our component supplier does not continue to reimburse us for the expenses incurred by us or our customers, and we are unsuccessful in recovering such expenses from our insurance provider, we could incur additional expenses which could potentially have a material effect on our financial statements. Recently, the hard disk drive component supply chain has been significantly disrupted as a result of severe flooding in Thailand. In addition, some disk drive manufacturers have substantial manufacturing facilities in Thailand that have been closed down due to flooding. It is estimated that over 30% of the worldwide production of hard disk drives or critical component occurs in Thailand. While over 75% of our revenue typically comes from customers who purchase our AssuredSAN products on a drive-less basis, hard disk drives are a critical component in our AssuredSAN storage array products and can represent 30-70% of the cost of such products. Given the severity of the situation and the potential for extensive hard disk drive shortages for us and our customers, we believe the effects on our business and the data storage industry are likely to be substantial and could extend over multiple quarters. We will make every effort to secure and hold inventory of hard disk drives to incorporate into our products. Any purchase of hard drives beyond our immediate requirements, will likely result in increased inventory and a use of cash, but we expect any increase in hard drive inventory holdings to be consumed through our normal sales to customers over the near term. Given that approximately only one quarter of revenue are dependent on hard disk drive supplies, and given our current cash balances and the availability of additional working capital through Silicon Valley Bank, we do not believe we would be constrained in our ability to secure hard disk drives. During September 2011, our primary AssuredUVS customer became delinquent on the settlement of its payables to us and upon our investigation it became evident that its financial condition had deteriorated. The customer also informed us that the AssuredUVS software would no longer be a component of its business strategy which would result in a significant decline in revenue for the Company, and we determined it was "more-likely-than-not" that the reporting unit was less than its carrying value. The actual amount and timing of working capital and capital expenditures that we may incur in future periods may vary significantly and will depend upon numerous factors, including the timing and extent of net revenue and expenditures from our core business and strategic investments, the overall level of net profits or losses, our ability to manage our relationships with our contract manufacturers, the potential growth or decline in inventory to support our customers, costs associated with product quality issues and the recovery, if any, of such costs from a supplier, the status of our relationships with key customers, partners and suppliers, the timing and extent of the introduction of new products and services, growth in operations and the economic environment. In addition, the actual amount and timing of working capital will depend on our ability to maintain payment terms with our suppliers consistent with the credit terms of our customers. For example, if Foxconn, our major contract manufacturing partner, were to shorten our payment terms with them or if HP were to lengthen their payment terms with us, our financial condition could be harmed. We maintain a credit facility with Silicon Valley Bank for cash advances and letters of credit of up to an aggregate of $30 million based upon an advance rate of 85% of eligible accounts receivable. Borrowings under the credit facility bear interest at the prime rate and are secured by substantially all of our accounts receivable, deposit and securities accounts. The agreement provides for a negative pledge on our inventory and intellectual property, subject to certain exceptions, and contains usual and customary covenants for an arrangement of its type, including an obligation that we maintain at all times a net worth, as defined in the agreement, of $50 million (subject to certain increases). The agreement also includes provisions to increase the financing facility by $20 million subject to our meeting certain requirements, including $40 million in borrowing base for the immediately preceding 90 days, and Silicon Valley Bank locating a lender willing to finance the additional facility. In addition, if our cash and cash equivalents net of the total amount outstanding under the credit facility fall below $20 million (measured on a rolling three-month basis), the interest rate will increase to prime plus 1% and additional restrictions will apply. Our credit facility also provides for a cash management services sublimit under the revolving credit line of up to $300,000. As of March 31, 2012 we had no outstanding letters of credit. As of March 31, 2012, there were no amounts outstanding under the Silicon Valley Bank line of credit. At March 31, 2012, our long-term commitments had not materially changed from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011. 24 -------------------------------------------------------------------------------- Table of Contents Off - Balance Sheet Arrangements At March 31, 2012, we did not have any relationship with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance variable interest, or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we did not engage in trading activities involving non-exchange traded contracts. As a result, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. We do not have relationships and transactions with persons and entities that derive benefits from their non-independent relationship with us or our related parties except as disclosed herein. We enter into indemnification agreements with third parties in the ordinary course of business that generally require us to reimburse losses suffered by the third party due to various events, such as lawsuits arising from patent or copyright infringement. These indemnification obligations are considered off-balance sheet arrangements under accounting guidance. It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements. Recent Accounting Pronouncements Please see Note 1 of the Notes to Unaudited Condensed Consolidated Financial Statements. |