DHForm8-K_Q3EarningsRelease

 
 

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): November 8, 2012
 
 

Dot Hill Systems Corp.
(Exact name of registrant as specified in its charter)
 
 

 
 
 
 
 
 
Delaware
 
1-13317
 
13-3460176
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
1351 S. Sunset Street, Longmont, CO 80501
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 845-3200
Not applicable
(Former name or former address, if changed since last report.)
 
 

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 (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 









Item 2.02
Results of Operations and Financial Condition.
On November 8, 2012, we announced earnings for the third quarter ended September 30, 2012 in the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
 
 
 
Exhibit No.
 
Description
 
 
99.1
 
Press Release of Dot Hill Systems Corp. dated November 8, 2012.











SIGNATURE
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.
 
 
 
 
DOT HILL SYSTEMS CORP.
 
 
By:
 
/s/ Hanif I. Jamal
 
 
Hanif I. Jamal
 
 
Senior Vice President, Chief Financial Officer and Secretary
Date: November 8, 2012







Exhibit Index
 
 
 
 
Exhibit No.
 
Description
 
 
99.1
 
Press Release of Dot Hill Systems Corp. dated November 8, 2012.




Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact:
Hanif Jamal
Chief Financial Officer
Tel: 303-845-3377
Email: investors@dothill.com

Jodi Bochert
Investor Relations
Tel: 303-845-3469
Email: investors@dothill.com

Peter Seltzberg
Hayden IR
Tel: 646-415-8972
Email: peter@haydenir.com

Dot Hill Reports Third Quarter 2012 Results

LONGMONT, Colo. -November 8, 2012 - Dot Hill Systems Corp. (NASDAQ:HILL), a leading provider of storage solutions, today announced financial results for the third quarter 2012.
Financial and Operational Highlights:
Third quarter 2012 non-GAAP net revenue and non-GAAP earnings per share within previously established guidance ranges;
Net revenue from Vertical Markets (Media and Entertainment, Telco Service Providers, Oil and Gas, Data Analytics and High Performance Computing) grew 50% on a third quarter year-to-date basis compared to the same period in 2011; and
AssuredSAN 4000 and Pro 5000 mid-range products launched.

“We are encouraged with the early response to our new Pro 5000 and 4000 series products,” stated Dana Kammersgard, president and CEO, Dot Hill Systems. “We have had very positive reviews in independent lab validations, and the performance and real-time tiering aspects of the Pro 5000 in particular is resonating very well with analysts, with resellers and especially with the end-user customers.”

“This is because the new normal with respect to storage requirements is a product that cost effectively and responsively handles the dynamically changing nature of the virtualized server workload,” Kammersgard stated. “Batch migration that takes 24 hours to promote hot data to a faster tier employing solid state drives is no longer good enough, and pure play solid state arrays are simply too expensive for most applications and customers.”
Third Quarter 2012 GAAP Financial Detail (without the effects of discontinued operations presentation):
The Company recognized GAAP net revenue of $48.2 million for the third quarter of 2012, compared to $48.1 million for the third quarter of 2011 and $47.8 million for the second quarter of 2012.
GAAP gross margin for the third quarter of 2012 was 25.3%, compared to 16.7% for the third quarter of 2011 and 22.9% for the second quarter of 2012.



GAAP operating expenses for the third quarter of 2012 were $15.1 million, as compared to $20.1 million for the third quarter of 2011 and $15.6 million in the second quarter of 2012.
GAAP net loss for the third quarter of 2012 was $3.0 million, or $(0.05) per share, as compared to a net loss of $12.2 million, or $(0.22) per share, for the third quarter of 2011, and net loss of $5.0 million, or $(0.09) per share, for the second quarter of 2012.
Third Quarter 2012 Non-GAAP Financial Detail:
The Company recognized non-GAAP net revenue of $48.2 million for the third quarter of 2012, compared to $47.8 million for the third quarter of 2011 and $47.7 million for the second quarter of 2012. Going forward, the Company intends to break out its revenue between Vertical Markets and Server OEMs. The Company reported that net revenue from Vertical Markets was $10.2 million in the third quarter of 2012, and grew 2% over the prior quarter and 6% from the third quarter of 2011, despite some softness in its channel business in Europe and the US. Net revenue from the Company's Server OEM business increased 1% to $36.5 million in the third quarter of 2012 compared to the second quarter of 2012, but declined 1% compared to the third quarter of 2011.
Non-GAAP gross margin for the third quarter of 2012 was 26.4%, compared to 28.7% for the third quarter of 2011 and 27.4% for the second quarter of 2012. The Company stated that the decline in non-GAAP gross margin percent was largely due to higher warranty related charges in the third quarter of 2012.
Non-GAAP operating expenses for the third quarter of 2012 were $14.2 million, as compared to $13.2 million for the third quarter of 2011 and $14.6 million in the second quarter of 2012.
Non-GAAP net loss for the third quarter of 2012 was $1.7 million, or $(0.03) per share, as compared to net income of $0.5 million, or $0.01 per share, for the third quarter of 2011, and net loss of $1.9 million, or $(0.03) per share, for the second quarter of 2012.
Balance Sheet:
The Company exited the third quarter of 2012 with cash and cash equivalents of $40.5 million compared to $45.7 million at September 30, 2011 and $40.5 million at June 30, 2012. As of September 30, 2012, the Company had borrowed $1.8 million from its previously established line of credit with Silicon Valley Bank.
Fourth Quarter 2012 Outlook:
Given the macro-economic environment, the Company is targeting fourth quarter 2012 non-GAAP net revenue in the range of $48 million to $53 million and a non-GAAP earnings per share in the range of $(0.03) per share to $0.02 per share.
“Given the tough economic climate, I am quite pleased with the traction in our Vertical Markets business, as well as the discipline we demonstrated in managing working capital and operating expenses during the third quarter,” said Hanif Jamal, chief financial officer, Dot Hill Systems.

Conference Call Information:
Dot Hill's fourth quarter 2012 financial results conference call is scheduled to take place on November 8, 2012 at 11:00 a.m. ET. The live audio webcast will be accessible at www.dothill.com in the Investor Relations section. For access via telephone, please dial 877-303-3196 (U.S.) or 408-427-3864 (International) at least five minutes prior to the start of the call. A replay of the webcast will be available on the Dot Hill web site following the conference call. For a telephone replay, please dial 855-859-2056 (U.S.) or 404-537-3406 (International) and enter Conference ID 48369027.
About Non-GAAP Financial Measures
In 2011 and/or 2012, the Company's non-GAAP financial measures exclude the impact of stock-based compensation expense, legal settlements and their associated expenses, intangible asset amortization, restructuring and severance charges, charges or credits for contingent consideration adjustments, charges for impairment of goodwill and other



long-lived assets, contra-revenue charges from the extension of customer warrants, specific and significant warranty claims arising from a supplier's defective products, impacts associated with the AssuredUVS software business, which the Company has substantially closed down, and the effects of foreign currency gains or losses. The Company believes that these non-GAAP financial measures provide meaningful supplemental information to both management and investors that is indicative of the Company's core operating results and facilitates comparison of operating results across reporting periods. The Company used these non-GAAP measures when evaluating its financial results as well as for internal resource management, planning and forecasting purposes. These non-GAAP measures should not be viewed in isolation from or as a substitute for the Company's financial results in accordance with GAAP. A reconciliation of GAAP to non-GAAP measures is attached to this press release.
About Dot Hill
Delivering innovative technology and global support, Dot Hill empowers the OEM and channels community to bring unique storage solutions to market, quickly, easily and cost-effectively. Offering high performance and industry-leading uptime, Dot Hill's RAID technology is the foundation for best-in-class storage solutions offering enterprise-class security, availability and data protection. The Company's products are in use today by the world's leading service and equipment providers, common carriers and advanced technology and telecommunications companies, as well as government agencies and small and medium enterprise customers. Dot Hill solutions are certified to meet rigorous industry standards and military specifications, as well as RoHS and WEEE international environmental standards. Headquartered in Longmont, Colorado, Dot Hill has offices and/or representatives in China, Germany, Japan, United Kingdom, Singapore and the United States. For more information, visit us at http://www.dothill.com.

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include statements regarding customer acceptance of Dot Hill's Pro 5000 and 4000 Series products and projected financial results for the fourth quarter of 2012. The risks that contribute to the uncertain nature of the forward-looking statements include, among other things: the risk that actual financial results for the fourth quarter and full year of 2012 may be different from the financial guidance provided in this press release; the risks associated with macroeconomic factors that are outside of Dot Hill's control; the fact that no Dot Hill customer agreements provide for mandatory minimum purchase requirements; the risk that one or more of Dot Hill's OEM or other customers may cancel or reduce orders, not order as forecasted or terminate their agreements with Dot Hill; the risk that Dot Hill's new products may not prove to be popular; the risk that one or more of Dot Hill's suppliers or subcontractors may fail to perform or may terminate their agreements with Dot Hill; the risk that Vertical Markets' sales may not ramp as expected; unforeseen product quality, technological, intellectual property, personnel or engineering issues and any costs that may result from such issues; and the additional risks set forth in the Form 10-Q most recently filed with the Securities and Exchange Commission by Dot Hill. All forward-looking statements contained in this press release speak only as of the date on which they were made. Dot Hill undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
HILL-F











DOT HILL SYSTEMS CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
2011
 
2012
 
2012
 
2011
 
2012
 
 
 
 
 
 
 
 
 
 
Net revenue
$
48,071

 
$
47,768

 
$
48,249

 
$
150,424

 
$
150,761

Cost of goods sold
40,029

 
36,813

 
36,025

 
117,085

 
112,408

Gross profit
8,042

 
10,955

 
12,224

 
33,339

 
38,353

Operating expenses:
 
 
 
 
 
 
 
 
 
Research and development
9,506

 
9,677

 
9,348

 
26,438

 
28,967

Sales and marketing
3,768

 
3,380

 
3,558

 
10,450

 
10,471

General and administrative
2,060

 
2,473

 
2,305

 
6,838

 
7,846

Restructuring charge (recoveries)
659

 
73

 
(130
)
 
655

 
544

Goodwill impairment charge
4,140

 

 

 
4,140

 

Total operating expenses
20,133

 
15,603

 
15,081

 
48,521

 
47,828

Operating loss
(12,091
)
 
(4,648
)
 
(2,857
)
 
(15,182
)
 
(9,475
)
Other income (expense):
 
 
 
 
 
 
 
 
 
Interest income (expense), net
(18
)
 
(7
)
 
4

 
(29
)
 
4

Other income (expense), net
2

 
7

 

 
3

 
(11
)
Total other income (expense), net
(16
)
 

 
(4
)
 
(26
)
 
7

Loss before income taxes
(12,107
)
 
(4,648
)
 
(2,861
)
 
(15,208
)
 
(9,468
)
Income tax expense
75

 
400

 
153

 
190

 
462

Net loss
$
(12,182
)
 
$
(5,048
)
 
$
(3,014
)
 
$
(15,398
)
 
$
(9,930
)
 
 
 
 
 
 
 
 
 
 
Net loss per basic and diluted share
$
(0.22
)
 
$
(0.09
)
 
$
(0.05
)
 
$
(0.28
)
 
$
(0.17
)
 
 
 
 
 
 
 
 
 
 
Shares used to compute net loss
 
 
 
 
 
 
 
 
 
per basic and diluted share
55,186

 
56,934

 
57,327

 
54,755

 
56,768

 
 
 
 
 
 
 
 
 
 









DOT HILL SYSTEMS CORP.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value data)
 
 
 
 
 
 
 
December 31,
 
September 30,
 
 
2,011
 
2,012
 
 
 
 
 
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
46,168

 
$
40,542

Accounts receivable, net
 
31,697

 
28,333

Inventories
 
5,251

 
5,407

Prepaid expenses and other assets
 
7,896

 
6,725

Total current assets
 
91,012

 
81,007

Property and equipment, net
 
4,972

 
6,182

Intangible assets, net
 
2,601

 

Other assets
 
294

 
399

Total assets
 
$
98,879

 
$
87,588

 
 
 
 
 
Liabilities and stockholders' equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
31,434

 
$
27,196

Accrued compensation
 
5,049

 
3,184

Accrued expenses
 
10,860

 
9,073

Deferred revenue
 
883

 
1,263

Restructuring accrual
 
1,328

 
549

Current portion of long-term note payable
 
71

 
1,800

Total current liabilities
 
49,625

 
43,065

Other long-term liabilities
 
552

 
1,571

Total liabilities
 
50,177

 
44,636

 
 
 
 
 
Commitments and Contingencies
 
 
 
 
Stockholders' equity:
 
 
 
 
Preferred stock
 

 

Common stock
 
58

 
58

Additional paid-in capital
 
321,681

 
325,870

Accumulated other comprehensive loss
 
(3,662
)
 
(3,671
)
Accumulated deficit
 
(269,375
)
 
(279,305
)
Total stockholders' equity
 
48,702

 
42,952

Total liabilities and stockholders' equity
 
$
98,879

 
$
87,588

 
 
 
 
 





DOT HILL SYSTEMS CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
September 30,
 
June 30,
 
September 30,
 
 
2011
 
2012
 
2012
 
 
 
 
 
 
 
Cash Flows From Operating Activities:
 
 
 
 
 
 
Net loss
 
$
(12,182
)
 
$
(5,048
)
 
$
(3,014
)
Adjustments to reconcile net loss to net cash
 
 
 
 
 
 
 provided by (used in) operating activities:
 
 
 
 
 
 
Depreciation and amortization
 
1,746

 
874

 
869

Provision for bad debt expense
 
203

 
25

 
(13
)
Stock-based compensation expense
 
1,458

 
934

 
897

Loss on write-off of fixed assets
 

 
121

 
68

Loss on write-off of intangible assets
 

 
1,647

 

Goodwill and long-lived asset impairment charge
 
7,068

 

 

Changes in operating assets and liabilities, net of
 
 
 
 
 
 
 effects of business acquisition:
 
 
 
 
 
 
Accounts receivable
 
5,759

 
8,051

 
(1,230
)
Inventories
 
98

 
99

 
(751
)
Prepaid expenses and other assets
 
(901
)
 
8,444

 
(2,127
)
Accounts payable
 
(4,611
)
 
(13,705
)
 
4,414

Accrued compensation and other expenses
 
545

 
(1,866
)
 
503

Deferred revenue
 
(489
)
 
698

 
(222
)
Restructuring accrual
 
383

 
(600
)
 
(590
)
Other long-term liabilities
 
(107
)
 
530

 
607

Net cash provided by (used in) operating activities
 
(1,030
)
 
204

 
(589
)
 
 
 
 
 
 
 
Cash Flows From Investing Activities:
 
 
 
 
 
 
Purchases of property and equipment
 
(501
)
 
(1,098
)
 
(1,489
)
 Net cash used in investing activities
 
(501
)
 
(1,098
)
 
(1,489
)
 
 
 
 
 
 
 
Cash Flows From Financing Activities:
 
 
 
 
 
 
Principal payment of note and loan payable
 
(69
)
 

 

Cash proceeds from borrowings on credit facility (current period)
 
 

 
1,800

Shares withheld for tax purposes
 
(1)
 
(132
)
 
(10
)
Common stock issued under stock plans
 
680

 

 
306

Net cash provided by (used in) financing activities
 
610

 
(132
)
 
2,096

 
 
 
 
 
 
 
Effect of Exchange Rate Changes on Cash and Cash Equivalents
 
85

 
78

 
25

Net Increase (Decrease) in Cash and Cash Equivalents
 
(836
)
 
(948
)
 
43

Cash and Cash Equivalents, beginning of period
 
46,508

 
41,447

 
40,499

Cash and Cash Equivalents, end of period
 
$
45,672

 
$
40,499

 
$
40,532

 
 
 
 
 
 
 
Supplemental Disclosures of Non-Cash Investing and
 
 
 
 
 
 
   Financing Activities:
 
 
 
 
 
 
Capital assets acquired but not paid
 
$
793

 
$
811

 
$
507

 
 
 
 
 
 
 




DOT HILL SYSTEMS CORP.
UNAUDITED RECONCILIATION OF CONSOLIDATED NON-GAAP MEASURES
(In thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
June 30,
 
September 30,
 
September 30,
 
September 30,
 
2011
 
2012
 
2012
 
2011
 
2012
 
 
 
 
 
 
 
 
 
 
Net revenue, as reported
$
48,071

 
$
47,768

 
$
48,249

 
$
150,424

 
$
150,761

Effect of ITC revenue
(266
)
 
(59
)
 
(26
)
 
(1,618
)
 
(232
)
Non-GAAP net revenue
$
47,805

 
$
47,709

 
$
48,223

 
$
148,806

 
$
150,529

 
 
 
 
 
 
 
 
 
 
Gross profit, as reported
$
8,042

 
$
10,955

 
$
12,224

 
$
33,339

 
$
38,353

Effect of stock-based compensation
252

 
167

 
144

 
670

 
483

Effect of severance costs
10

 

 
60

 
13

 
66

Effect of gain from insurance recovery
(555
)
 

 

 
(555
)
 

Effect of power supply component failures
2,300

 

 

 
2,300

 

Effect of ITC revenue
(266
)
 
(59
)
 
(26
)
 
(1,618
)
 
(232
)
Effect of ITC expenses
498

 
119

 
70

 
1,125

 
545

Effect of long-lived asset impairment
2,928

 

 

 
2,928

 

Effect of intangible asset impairment

 
1,647

 

 

 
1,647

Effect of intangible asset amortization
522

 
266

 
245

 
1,561

 
952

Non-GAAP gross profit
$
13,731

 
$
13,095

 
$
12,717

 
$
39,763

 
$
41,814

 
 
 
 
 
 
 
 
 
 
Operating expenses, as reported
$
20,133

 
$
15,603

 
$
15,081

 
$
48,521

 
$
47,828

Effect of currency gain (loss)
485

 
29

 
133

 
401

 
(214
)
Effect of stock-based compensation
(1,206
)
 
(767
)
 
(753
)
 
(3,325
)
 
(2,490
)
Effect of contingent consideration adjustment

 
5

 

 

 
5

Effect of ITC expenses
(1,378
)
 
(182
)
 
(301
)
 
(4,196
)
 
(1,439
)
Effect of goodwill impairment
(4,140
)
 

 

 
(4,140
)
 

Effect of restructuring (charge) recoveries
(659
)
 
(73
)
 
130

 
(655
)
 
(544
)
Effect of legal fees related to power supply component failure

 

 
(40
)
 

 
(40
)
Effect of severance costs
(67
)
 

 
(11
)
 
(113
)
 
(20
)
Non-GAAP operating expenses
$
13,168

 
$
14,615

 
$
14,239

 
$
36,493

 
$
43,086

 
 
 
 
 
 
 
 
 
 
Net loss, as reported
$
(12,182
)
 
$
(5,048
)
 
$
(3,014
)
 
$
(15,398
)
 
$
(9,930
)
Effect of currency (gain) loss
(485
)
 
(29
)
 
(133
)
 
(401
)
 
214

Effect of stock-based compensation
1,458

 
935

 
897

 
3,995

 
2,973

Effect of contingent consideration adjustment

 
(5
)
 

 

 
(5
)
Effect of restructuring charge (recoveries)
659

 
73

 
(130
)
 
655

 
544

Effect of intangible asset amortization
522

 
266

 
245

 
1,561

 
952

Effect of gain from insurance recovery
(555
)
 

 

 
(555
)
 

Effect of power supply component failures
2,300

 

 
40

 
2,300

 
40

Effect of ITC expenses
1,876

 
301

 
370

 
5,321

 
1,983

Effect of ITC revenue
(266
)
 
(59
)
 
(26
)
 
(1,618
)
 
(232
)
Effect of intangible impairment

 
1,647

 

 

 
1,647

Effect of long-lived asset impairment
2,928

 

 

 
2,928

 




Effect of goodwill impairment
4,140

 

 

 
4,140

 

Effect of severance costs
77

 

 
71

 
126

 
86

Non-GAAP net income (loss)
$
472

 
$
(1,919
)
 
$
(1,680
)
 
$
3,054

 
$
(1,728
)
 
 
 
 
 
 
 
 
 
 
Non-GAAP net income (loss) per share
 
 
 
 
 
 
 
 
 
     Basic and diluted
$
0.01

 
$
(0.03
)
 
$
(0.03
)
 
$
0.05

 
$
(0.03
)
Weighted average shares used to calculate
    net income (loss) per share:
 
 
 
 
 
 
 
 
 
     Basic
55,186

 
56,934

 
57,327

 
54,755

 
56,768

     Diluted
55,702

 
56,934

 
57,327

 
55,829

 
56,768

 
 
 
 
 
 
 
 
 
 
Non-GAAP net income (loss)
$
472

 
$
(1,919
)
 
$
(1,680
)
 
$
3,054

 
$
(1,728
)
Interest expense less ITC
21

 
7

 
626

 
34

 
1,803

Income tax expense
75

 
400

 
153

 
190

 
462

Depreciation less ITC
1,082

 
632

 
12

 
1,986

 
26

Non-GAAP EBITDA
$
1,650

 
$
(880
)
 
$
(889
)
 
$
5,264

 
$
563