<PAGE> 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended APRIL 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission file number 0-21053
PROCOM TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
California 33-0268063
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1821 East Dyer Road, Santa Ana, CA 92705
(Address of principal executive office) (Zip Code)
(949) 852-1000
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of Common Stock, $.01 par value,
outstanding on June 1, 2000, was 11,416,778.
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. Financial Statements.
PROCOM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
APRIL 30, JULY 31,
2000 1999
------------ ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash .................................................. $ 805,000 $ 227,000
Short-term marketable securities, held to maturity..... 15,168,000 22,206,000
Accounts receivable, less allowance
for doubtful accounts and sales
returns of $4,542,000 and
$2,461,000, respectively ............................ 5,067,000 8,648,000
Inventories, net ...................................... 9,608,000 9,973,000
Income tax receivable ................................. 2,711,000 2,859,000
Deferred income taxes ................................. 1,509,000 1,833,000
Prepaid expenses ...................................... 665,000 515,000
Other current assets .................................. 244,000 286,000
------------ ------------
Total current assets .......................... 35,777,000 46,547,000
Property and equipment, net ............................. 12,525,000 9,473,000
Other assets ............................................ 957,000 1,068,000
------------ ------------
Total assets .................................. $ 49,259,000 $ 57,088,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit ........................................ $ 70,000 $ 254,000
Accounts payable ...................................... 8,771,000 10,812,000
Accrued expenses and other current liabilities ........ 2,186,000 2,162,000
Accrued compensation .................................. 1,144,000 1,212,000
Deferred service revenues ............................. 487,000 844,000
Loan payable .......................................... 8,500,000 --
Income taxes payable .................................. -- 18,000
------------ ------------
Total current liabilities ..................... 21,158,000 15,302,000
------------ ------------
Loan payable .......................................... -- 7,500,000
Total liabilities ............................. 21,158,000 22,802,000
------------ ------------
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value;
10,000,000 shares authorized, no
shares issued and outstanding ....................... -- --
Common stock, $.01 par value;
65,000,000 shares authorized,
11,416,778 and 11,227,041, shares
issued and outstanding,
respectively ........................................ 114,000 112,000
Additional paid in capital ............................ 18,990,000 18,198,000
Retained earnings ..................................... 9,253,000 15,991,000
Accum. other comprehensive loss ....................... (256,000) (15,000)
------------ ------------
Total shareholders' equity .................... 28,101,000 34,286,000
------------ ------------
Total liabilities and shareholders' equity ........ $ 49,259,000 $ 57,088,000
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
balance sheets.
2
<PAGE> 3
PROCOM TECHNOLOGY, INC. AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
QUARTERS ENDED NINE MONTHS ENDED
-------------- -----------------
APRIL 30, APRIL 30, APRIL 30, APRIL 30,
2000 1999 2000 1999
------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales ......................... $ 13,811,000 $ 22,726,000 $ 49,047,000 $ 77,056,000
Cost of sales ..................... 10,478,000 17,183,000 36,667,000 54,418,000
------------ ------------ ------------ ------------
Gross profit ................. 3,333,000 5,543,000 12,380,000 22,638,000
Selling, general and
Administrative expenses ......... 5,145,000 6,861,000 17,405,000 19,810,000
Research and development
Expenses ........................ 1,819,000 1,441,000 5,207,000 4,006,000
Impairment and
Restructuring charge ............ -- 1,626,000 -- 1,626,000
------------ ------------ ------------ ------------
Operating loss ............... (3,631,000) (4,385,000) (10,232,000) (2,804,000)
Other income (expense)
Interest income .................. (246,000) (288,000) (811,000) (954,000)
Interest (expense) ............... -- 9,000 6,000 39,000
------------ ------------ ------------ ------------
Loss before income taxes .......... (3,385,000) (4,106,000) (9,427,000) (1,889,000)
Benefit from income taxes ......... (904,000) (1,116,000) (2,689,000) (351,000)
------------ ------------ ------------ ------------
Net loss ..................... $ (2,481,000) $ (2,990,000) $ (6,738,000) $ (1,538,000)
============ ============ ============ ============
Net loss per share:
Basic ............................ $ (0.22) $ (0.27) $ (0.60) $ (0.14)
============ ============ ============ ============
Diluted .......................... $ (0.22) $ (0.27) $ (0.60) $ (0.14)
============ ============ ============ ============
Shares used in per share
computation:
Basic ............................ 11,321,000 11,254,000 11,260,000 11,247,000
============ ============ ============ ============
Diluted .......................... 11,321,000 11,254,000 11,260,000 11,247,000
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
3
<PAGE> 4
PROCOM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK
------------------------- PAID IN RETAINED CURRENCY
SHARES AMOUNT CAPITAL EARNINGS ADJUST. TOTAL
----------- --------- ------------ ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance at July 31, 1997 ............ 11,024,562 $ 110,000 $ 16,467,000 $ 13,490,000 $ -- $ 30,067,000
Comprehensive income:
Net income ........................ -- -- -- 5,376,000 -- 5,376,000
Foreign currency translation ...... -- -- -- -- 3,000 3,000
------------
Comprehensive income .............. 5,379,000
Exercise of employee
stock options and
related tax benefit.............. 50,036 1,000 143,000 -- -- 144,000
Tax benefit from exercise
of stock options................. -- -- 242,000 -- -- 242,000
Acquisition of Megabyte ........... 104,144 1,000 899,000 -- -- 900,000
----------- --------- ------------ ------------ --------- ------------
Balance at July 31, 1998 ............ 11,178,742 112,000 17,751,000 18,866,000 3,000 36,732,000
Comprehensive loss:
Net loss .......................... -- -- -- (2,875,000) -- (2,875,000)
Foreign currency translation ...... -- -- -- -- (18,000) (18,000)
------------
Comprehensive loss ................ (2,893,000)
Exercise of employee
stock options and
related tax benefit ............. 41,013 -- 152,000 -- -- 152,000
Issuance of stock
to employees .................... 5,531 -- 39,000 -- -- 39,000
Tax benefit from exercise of
stock options.................... -- -- 71,000 -- -- 71,000
Stock repurchases ................. (77,845) (1,000) (400,000) -- -- (401,000)
Acquisitions ...................... 79,600 1,000 585,000 -- -- 586,000
----------- --------- ------------ ------------ --------- ------------
Balance at July 31, 1999 ............ 11,227,041 112,000 18,198,000 15,991,000 (15,000) 34,286,000
Comprehensive loss:
Net loss .......................... -- -- -- (6,738,000) -- (6,738,000)
Foreign currency translation ...... -- -- -- -- (241,000) (241,000)
------------
Comprehensive loss ................ (6,979,000)
Exercise of employee
stock options and
related tax benefit ............. 172,361 2,000 650,000 -- -- 652,000
Issuance of stock
to employees .................... 17,376 -- 142,000 -- -- 142,000
----------- --------- ------------ ------------ --------- ------------
Balance at April 30, 2000 ........... 11,416,778 $ 114,000 $ 18,990,000 $ 9,253,000 $(256,000) $ 28,101,000
=========== ========= ============ ============ ========= ============
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
4
<PAGE> 5
PROCOM TECHNOLOGY, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------
APRIL 30, APRIL 30,
2000 1999
------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss .............................................. $ (6,738,000) $ (1,538,000)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization ....................... 667,000 1,620,000
Changes in assets and liabilities:
Accounts receivable ............................ 3,581,000 3,858,000
Inventories .................................... 365,000 542,000
Deferred income taxes .......................... 472,000 (2,152,000)
Prepaid expenses ............................... (150,000) 163,000
Other current assets ........................... 42,000 7,000
Other assets ................................... (36,000) 84,000
Accounts payable ............................... (2,041,000) (715,000)
Accrued expenses ............................... 24,000 (369,000)
Accrued compensation ........................... (68,000) (446,000)
Deferred service revenue ....................... (357,000) (706,000)
Income taxes payable ........................... (18,000) 248,000
------------ ------------
Net cash provided by
(used in) operating activities ............... (4,257,000) 596,000
------------ ------------
Cash flows from investing activities:
Acquisitions, net of cash acquired .................... -- 30,000
Purchase of property and equipment .................... (3,572,000) (7,672,000)
------------ ------------
Net cash used in investing activities ...... (3,572,000) (7,642,000)
------------ ------------
Cash flows from financing activities:
Long-term loan ........................................ 1,000,000 7,500,000
Borrowings on line of credit .......................... -- 53,000
Payments made on line of credit ....................... (184,000) --
Repurchases of common stock ........................... -- (366,000)
Issuance of common stock .............................. 142,000 --
Stock options, exercises, and
related tax benefits ................................ 652,000 145,000
------------ ------------
Net cash provided by
financing activities ...................... 1,610,000 7,332,000
------------ ------------
Effect of exchange rate changes ..................... (241,000) 19,000
------------ ------------
Increase (decrease) in cash ......................... (6,460,000) 305,000
------------ ------------
Cash and marketable commercial paper
at beginning of period ............................... 22,433,000 23,362,000
------------ ------------
Cash and marketable commercial paper
at end of period ..................................... $ 15,973,000 $ 23,667,000
============ ============
Supplemental disclosures of cash
flow information:
Cash paid during the periods for:
Interest ............................................ $ 6,000 $ 39,000
Income taxes ........................................ $ -- $ 2,425,000
</TABLE>
The accompanying notes are an integral part of these consolidated condensed
financial statements.
5
<PAGE> 6
PROCOM TECHNOLOGY, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
APRIL 30, 2000 AND APRIL 30, 1999
NOTE 1. GENERAL.
The accompanying financial information is unaudited, but in the opinion
of management, reflects all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position of Procom
Technology, Inc. and its consolidated subsidiaries (the "Company") as of the
dates indicated and the results of operations for the periods then ended.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission. While the Company believes that the
disclosures are adequate to make the information presented not misleading, the
financial information should be read in conjunction with the audited financial
statements, and notes thereto for the three years ended July 31, 1999 included
in the Company's Report on Form 10-K for fiscal 1999. Results for the interim
periods presented are not necessarily indicative of the results for the entire
year.
NOTE 2. ACQUISITION RESTATEMENT AND ADJUSTMENTS.
In the financial statements included in the Report on Form 10-Q for the
quarter and nine month periods ended April 30, 1999, the Company reported the
acquisition of Gigatek as a pooling of interest, and therefore presented
consolidated results that included results of operations for periods prior to
the date of acquisition. At July 31, 1999, the Company determined it was
appropriate to treat the Gigatek acquisition as a purchase, and therefore, the
quarterly results, including those for the periods presented in the April 30,
1999 Report on Form 10-Q were adjusted to give effect to the change in
treatment. Accordingly, results for the three and nine months ended April 30,
1999 have been restated to conform to such adjustments. The Company does not
believe that the adjustments, taken as a whole, have a material impact on the
company's results of operations or financial condition for any period presented.
NOTE 3. INVENTORIES.
Inventories are summarized as follows:
<TABLE>
<CAPTION>
April 30, 2000 July 31, 1999
-------------- -------------
<S> <C> <C>
Raw materials $ 4,497,000 $ 4,253,000
Work-in process 503,000 315,000
Finished goods 4,608,000 5,405,000
------------ ------------
Total $ 9,608,000 $ 9,973,000
============ ============
</TABLE>
NOTE 4. NET LOSS PER SHARE.
Net loss per share has been computed in accordance with Statement of
Financial Accounting Standards Board No. 128, "Earnings per Share" ("SFAS 128").
SFAS 128 replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings
6
<PAGE> 7
per share excludes any dilutive effects of options and convertible securities.
Diluted earnings per share is very similar to the previously reported fully
diluted earnings per share. For the periods presented, basic and diluted net
loss per share was based on the weighted average number of shares of common
stock outstanding during the period. At April 30, 2000 and 1999, options to
purchase 1,503,000 and 779,000 shares of common stock, respectively, were not
included in the computation of net loss per share as the effect would have been
antidilutive.
NOTE 5. COMPREHENSIVE INCOME (LOSS).
For the quarters ended April 30, 2000 and 1999, the only differences
between reported net income (loss) and comprehensive income (loss) were foreign
currency translation adjustments of $(100,000) and $(43,000), respectively. For
the nine-month periods ended April 30, 2000 and 1999, the only differences
between reported net income (loss) and comprehensive income (loss) were foreign
currency translation adjustments of $(241,000) and $19,000, respectively.
NOTE 6. BUSINESS SEGMENT INFORMATION.
The Company operates in one industry segment: the design, manufacture
and marketing of data storage devices. The Company has two major distinct
product families: network attached storage products ("NAS Products") and other
data storage and access products. NAS Products include some type of data storage
devices. Net sales of network attached storage (NAS) products represented
approximately 35.4% and 21.5% of total product net sales for the quarter and
nine months ended April 30, 2000 and 6.9% and 7.0% of total product net sales
for the quarter and nine months ended April 30, 1999.
International sales as a percentage of net sales amounted to 44.5% and
44.1% for the quarter and nine months ended April 30, 2000 and 34.6% and 30.6%
for the quarter and nine months ended April 30, 2000. International sales were
primarily to European customers and secondarily Middle Eastern, Latin American
and Pacific Rim customers. Identifiable assets used in connection with the
Company's foreign operations have not changed materially since July 31, 1999.
NOTE 7. RECENT ACCOUNTING PRONOUNCEMENTS.
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by SFAS
137, is effective for all fiscal quarters of fiscal years beginning after June
15, 2000. SFAS 133 establishes accounting and reporting standards for derivative
instruments including derivative instruments embedded in other contracts and for
hedging activities. Adoption of SFAS 133 is not expected to have a material
impact on the Company's consolidated financial position, results of operations
or liquidity.
In December 1999, the United States Securities and Exchange Commission
issued Staff Accounting Bulleting (SAB) No. 101, "Revenue Recognition in
Financial Statements," as amended, which for the Company is effective April 1,
2000. SAB No. 101 summarizes certain of the SEC staff's views regarding the
appropriate recognition of revenue in financial statements. The Company is
currently reviewing SAB No. 101 and has not yet determined the potential impact
on its financial statements.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SAFE HARBOR STATEMENT
This Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements include, but
are not limited to, comments regarding the Company's revenue, revenue mix,
product pricing, gross margins, increased promotional, advertising, research and
development spending, the growth of the market for network attached storage
products and the expanded marketing efforts of the Company. Actual results could
differ materially from those projected in the forward-looking statements as a
result of important factors including, without limitation, competitive product
introductions, price competition, any failure or delay in the Company's ability
to develop and introduce new products, the failure of any significant customer,
the failure of the market for network attached storage products to expand
rapidly, if at all, adverse economic conditions generally and other factors set
forth in the Company's filings with the Securities and Exchange Commission,
including the Company's Report on Form 10-K for the year ended July 31, 1999.
Overview
Our Company was formed in 1987. We develop, manufacture and market
computer network attached storage ("NAS") appliances and other storage upgrade
devices for a wide range of computer networks and operating systems. We are
focused on the development of effective NAS appliances for cross-platform, high
performance network storage. In addition, we sell disk drive storage upgrade
systems, CD-ROM servers and arrays and tape backup products.
In the last two years, we have significantly increased our focus on the
development and sale of NAS appliances. These products provide for more
efficient service of data through simplified data management with improved
network performance at lower overall costs. We continue to develop more complex
NAS products, and expect to continue to develop, market and ship an increasing
percentage of NAS products in future periods. In early December 1999, we
executed an agreement with Hewlett-Packard Company, under which we are supplying
a customized version of our mid-range NAS appliance hardware and software. Under
the agreement, which has a five year term, and which has no minimum quantity
commitments, Hewlett-Packard will market and support the NAS appliances to its
end users. We commenced shipments under the agreement in limited quantities in
April, 2000.
We generally record sales upon product shipment. We maintain agreements
with many of our computer resellers, VARs and distributors that allow limited
returns, including stock balancing, and price protection privileges. In the past
we have experienced high return rates. We maintain reserves for anticipated
returns, including stock balancing and price protection privileges. These
reserves are adjusted at each financial reporting date to state fairly the
anticipated returns, including stock balancing, and price protection claims
relating to each reporting period. Generally, the reserves will increase as
sales and corresponding returns increase. In addition, under a product
evaluation program established by us, computer resellers, VARs, distributors and
end users generally are able to purchase our products on a trial basis and
return the products within a specified period if they are not satisfied.
Evaluation units are not recorded as sales until the customer has paid for such
units.
8
<PAGE> 9
Historically, our gross margins have experienced significant volatility.
Our gross margins vary significantly by product line, and, therefore, our
overall gross margin varies with the mix of products sold by us. The markets in
which we compete are characterized by intense competition and declining average
unit selling prices as products mature over the course of the relatively short
life cycle of individual products, which have often ranged from six to twelve
months. In addition, our gross margins may be adversely affected by availability
and price increases associated with key products and components from our
suppliers, some of which have been in the past, and may in the future be in
short supply, and inventory obsolescence resulting from older generation
products or the unexpected discontinuance of third party components. Finally,
our margins vary with the mix of its distribution channels and with general
economic conditions.
RESULTS OF OPERATIONS
The following table sets forth the consolidated statements of operations
as a percentage of net sales for each of the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
APRIL 30, APRIL 30,
-------------------- --------------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS:
Total net sales ................................ 100.0 100.0 100.0 100.0
Cost of sales .................................. 75.9 75.6 74.8 70.6
------ ------ ------ ------
Gross profit ................................... 24.1 24.4 25.2 29.4
------ ------ ------ ------
Operating expenses:
Selling, general and administrative .......... 37.2 30.2 35.5 25.7
Research and development ..................... 13.2 6.3 10.6 5.2
Impairment and restructuring charge .......... -- 7.2 -- 2.1
------ ------ ------ ------
Total operating expenses .................. 50.4 43.7 46.1 33.0
Operating loss ................................. (26.3) (19.3) (20.9) (3.6)
------ ------ ------ ------
Interest income (expense), net ................. 1.8 1.2 1.7 1.1
------ ------ ------ ------
Loss before income taxes ....................... (24.5) (18.1) (19.2) (2.5)
Benefit from income taxes ...................... (6.5) (4.9) (5.5) (0.5)
------ ------ ------ ------
Net loss ....................................... (18.0)% (13.2)% (13.7)% (2.0)%
====== ====== ====== ======
</TABLE>
9
<PAGE> 10
THREE MONTHS AND NINE MONTHS ENDED APRIL 30, 2000 COMPARED TO THREE MONTHS AND
NINE MONTHS ENDED APRIL 30, 1999
Net Sales. Net sales decreased by 36.3% to $49.0 million for the nine months
ended April 30, 2000, from $77.1 million for the nine months ended April 30,
1999. Net sales decreased by 39.2% to $13.8 million for the three months ended
April 30, 2000, from $22.7 million for the three months ended April 30, 1999.
The decreases in both periods resulted from a significant decrease in unit sales
of CD-ROM servers and arrays and disk drive storage upgrade systems, combined
with the effect of significant price erosion of the average selling price of
these products. We anticipate that demand for our disk drive storage upgrade
systems and CD-ROM servers and arrays will continue to weaken in the future.
Net sales related to our NAS appliances (disk drive or CD products which
include a storage component) increased 95.4% to $10.6 million for the nine
months ended April 30, 2000, from $5.4 million for the nine months ended April
30, 1999. This increase was primarily the result of increased unit sales of our
NetFORCE 100, NetFORCE 1500 and other NAS appliances and, to a lesser extent,
increased sales of our DataFORCE NAS appliances. Net sales related to our NAS
appliances increased 211.5% to $4.9 million for the three months ended April 30,
2000, from $1.6 million for the three months ended April 30, 1999, as we
commenced shipments of our NetFORCE 1500 products in the third quarter of fiscal
2000.
International sales decreased 11.8% to $21.6 million, or 44.1% of our net
sales, for the nine months ended April 30, 2000, from $24.5 million, or 30.6% of
our net sales, in the nine months ended April 30, 1999. The decrease in absolute
dollars was due to a reduced emphasis by our European subsidiaries on sales of
commodity disk storage products, while the increase in international sales as a
percentage of our net sales was due primarily to reduced U.S. sales of our
CD-ROM servers and arrays.
Gross Profit. Gross profit decreased 45.3% to $12.4 million for the nine
months ended April 30, 2000, from $22.6 million for the nine months ended April
30, 1999. Gross margin decreased to 25.2% of net sales for the nine months ended
April 30, 2000, from 29.4% of net sales for the nine months ended April 30,
1999. Gross profit decreased 39.9% to $3.3 million for the three months ended
April 30, 2000, from $5.5 million for the three months ended April 30, 1999.
Gross margin decreased to 24.1% of net sales for the three months ended April
30, 2000, from 24.4% of net sales for the three months ended April 30, 1999. The
decrease in gross margin was primarily the result of the inclusion of the
revenues of our recently acquired European subsidiaries, which have historically
experienced lower margins, and to a lesser extent, reductions in sales of CD-ROM
servers and arrays, which have historically experienced higher margins. In
addition, we realized reduced margins on lower sales of disk drive upgrade
systems due to competition and price erosion in the disk drive upgrade industry.
We expect further reductions in our overall gross margin due to decreases in
sales of some of our higher margin product lines, such as CD-ROM servers and
arrays, until sales of our NAS appliances significantly increase as a percentage
of our total sales.
10
<PAGE> 11
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased 12.1% to $17.4 million in the nine months
ended April 30, 2000, from $19.8 million in the nine months ended April 30,
1999, but increased as a percentage of net sales to 35.5% from 25.7%. Selling,
general and administrative expenses decreased 25.0% to $5.1 million in the three
months ended April 30, 2000, from $6.9 million in the three months ended April
30, 1999, but increased as a percentage of net sales to 37.3% from 30.2%. The
dollar decrease in selling, general and administrative expenses in both the
three and nine month periods was primarily the result of reduced sales
commissions and salaries, occasioned by lower gross profit. In addition, we
incurred reduced advertising and marketing costs, and reduced legal fees, offset
somewhat by increases in the cost of personnel necessary to support our NAS
sales and marketing efforts. In January and February, 2000, we identified and
eliminated certain positions and functions not related to our core NAS
activities. This caused a reduction in selling, general and administrative costs
in the quarter ended April 30, 2000 and we expect a slight reduction from the
previous levels in selling, general and administrative expenses in the next
quarter or two. However, we expect overall selling, general and administrative
expenses to increase in future periods because we plan to substantially increase
spending on our efforts to market our NAS appliances.
Research and Development Expenses. Research and development expenses
increased 30.0% to $5.2 million for the nine months ended April 30, 2000, from
$4.0 million for the nine months ended April 30, 1999. These expenses
represented 10.6% of net sales for the nine months ended April 30, 2000 and 5.2%
of net sales for the nine months ended April 30, 1999. Research and development
expenses increased 26.2% to $1.8 million for the three months ended April 30,
2000, from $1.4 million for the three months ended April 30, 1999. These
expenses represented 13.2% of net sales for the three months ended April 30,
2000 and 6.3% of net sales for the three months ended April 30, 1999. The
increases in both the three and nine month periods were primarily due to
compensation expense for additional NAS software programmers and hardware
developers. We anticipate that our research and development expenses will
continue to increase, both in absolute dollars and as a percentage of net sales,
with the expected addition of dedicated NAS engineering resources.
Impairment and Restructuring Charge. In fiscal 1998, we acquired a U.S.
subsidiary. As a result of changes to our business operations, as well as
operating losses of this subsidiary, we reviewed the long-lived assets purchased
in this acquisition. After comparing the carrying value of the assets to the
estimated future undiscounted cash flows from the assets, we determined in the
third quarter of fiscal 1999 that the carrying values of most of the assets were
impaired. In April 1999, we wrote off approximately $.8 million of goodwill
remaining from the transaction, and wrote down the carrying value of this
subsidiary's fixed assets by $.6 million. In addition, we elected to restructure
much of this subsidiary's operations, and recorded a restructuring charge of
$0.2 million for lease termination and employee severance costs related to this
subsidiary's operations.
Interest Income (Expense), Net. Net interest income decreased 15.0% to
$811,000 for the nine months ended April 30, 2000, from $954,000 for the nine
months ended April 30, 1999. During each of the nine-month periods, we invested
the majority of our available cash in investment-grade commercial paper with
maturities of less than 90 days. As a result of a decrease in our investable
cash position, partially offset by slightly increased interest rates, net
interest income decreased in the most recent period. Interest expense for each
of the applicable periods includes relatively minor amounts of interest paid on
lines of credit maintained by our foreign subsidiaries.
Benefit from Income Taxes. Our effective tax benefit rate for the nine
months ended April 30, 2000 was 28.5%, compared to an effective tax benefit rate
of 18.6% for the same period in fiscal 1999. The fiscal 2000 benefit
approximates the federal and state
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statutory rates applied to our U.S. operating losses, reduced by unusable
foreign operating losses, and adjusted for research and development credits. The
corresponding fiscal 1999 effective tax rate reflects the statutory rates and
unusable foreign losses, partially offset by research and development tax
credits.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2000, we had cash and short-term marketable securities
totaling $16.0 million.
Net cash used in operating activities was $4.3 million in the first nine
months of fiscal 2000, resulting from a net loss before non-cash charges of $6.7
million offset in part by a decrease in working capital.
Net cash used in investing activities was $3.6 million in the first nine
months of fiscal 2000, the result of purchases of equipment of $ .7 million with
an additional $ 2.9 million used in the construction of our new corporate
headquarters.
Net cash provided by financing activities was $1.6 million in the first nine
months of fiscal 2000, resulting primarily from a $1.0 million increase in our
commercial paper loan and $800,000 from stock option exercises and employee
stock purchases.
We maintain a revolving line of credit facility with Finova Capital. This
facility provides us with up to $20.0 million in working capital loans, based
upon our accounts receivable and inventory levels. The line of credit accrues
commitment fees, unused facility fees and interest on outstanding amounts at the
lender's prime rate, which was 8.5% at April 30, 2000, plus 1.5%. Finova also
makes available to us various flooring commitments under which we may finance
the purchase of up to $13.0 million in inventory, less any amounts outstanding
in working capital loans, from our vendors who have credit arrangements with
Finova. At April 30, 2000, there was no balance outstanding under the credit
facility, and $1.3 million outstanding under the flooring arrangements. The
agreement governing the credit facility requires that we comply with financial
covenants, including the maintenance of net working capital of at least $20.0
million, minimum levels of tangible net worth and minimum levels of liquidity.
At April 30, 2000, our net working capital was approximately $13.8 million. As
of April 30, 2000, we were in compliance with all covenants, except the net
working capital covenant, of the Finova line of credit and Finova waived
compliance of the net working capital covenant until August 31, 2000. The
initial term of the line of credit expired on November 29, 1997, but
automatically renews for successive one-year periods unless terminated by either
party within a specified period in advance of the automatic renewal date. We
also maintain small lines of credit for the operating cash needs of our European
subsidiaries.
In addition to the credit facilities noted above, we established, in March
1999, a line of credit secured by approximately $10.0 million of our cash and
commercial paper. This line of credit was established to finance the majority of
the cost to develop our new corporate headquarters described in the paragraph
below. Under the terms of the line, which must be repaid on or before September
17, 2000, we may borrow up to 85.0% of the total commercial paper account
balance. We borrowed $7.5 million in March 1999, which bears interest at 6.125%,
and we borrowed an additional $1.0 million in January 2000, which bears interest
at 6.75%. The interest expended under the line of credit is being capitalized as
a cost of construction of our new headquarters facility.
In March 1999, we purchased an 8.3 acre parcel of land for $7.3 million in
Irvine, California, where we are currently developing a corporate headquarters
facility. We currently anticipate that this facility will be ready for occupancy
in late July 2000. The cost of the land, together with the currently estimated
cost of constructing the facility,
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including capitalized interest and other carrying costs, is approximately $15.7
million. We are currently considering various development and financing options
including a long-term mortgage or sale-leaseback.
The lease at our current headquarters location expires on June 30, 2000. The
landlord has consented to allow us to remain at this location on a
month-to-month basis thereafter. The landlord may, however, revoke its consent
with a thirty day written notice. While we expect to complete our move in early
August 2000, we can not assure you that the landlord will continue to consent to
our occupancy of our current headquarters until the date that we are able to
relocate to our new headquarters. We could experience a significant disruption
in our business and results of operations would be negatively impacted if we
were forced to relocate prior to the completion of our new headquarters.
In September 1998, our board of directors approved an open market stock
repurchase program. We are authorized to effect repurchases of up to $2.0
million in shares of our common stock. We expect to make these repurchases from
time to time when we determine that these repurchases are the best available use
of our available cash, given the price of our common stock and the interest
income we would otherwise earn on our available cash. We intend to make any
repurchases subject to an ongoing buyback program, and currently do not intend
to repurchase more shares than the number of shares that are issued pursuant to
employee stock option exercises or other employee stock purchase programs. We
have repurchased a total of 77,845 shares at an average cost of $5.15 per share.
No repurchases were made in the nine months ended April 30, 2000.
As of April 30, 2000, we had cash and short-term marketable securities
balances of $16.0 million and $10.9 million available under our line of credit,
although $10.8 million of the short-term marketable securities are pledged as
collateral for the real estate loan noted above. We intend to seek long-term
financing to complete the development of our corporate headquarters. Since we
also intend to acquire fixed assets and make additional expenditures to support
our growth, we expect to seek additional financing to meet these anticipated
cash requirements and to fund current operational losses. We cannot assure you
that financing will be available on reasonable terms, or at all.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk. We transact business in various foreign
currencies and, accordingly, we are subject to exposure from adverse movements
in foreign currency exchange rates. To date, the net effect of changes in
foreign currency exchange rates on revenues and operating expenses have not been
material. Our net sales are primarily recorded in U.S. dollars. Operating
expenses incurred by our European subsidiaries are denominated primarily in
European currencies. During the past two years, we advanced approximately $2.0
million to two of our European subsidiaries for their working capital expenses,
for which we do not intend to seek or effect immediate repayment. We currently
do not use financial instruments to hedge currency exposures. We intend to
assess the need to utilize financial instruments to hedge these risks on an
ongoing basis. We have in the past, and we may in the future, incur foreign
exchange valuation losses on the intercompany advances outstanding at any
particular time. We do not use derivative financial instruments for speculative
trading purposes.
Interest Rate Risk. Our exposure to market risks from changes in interest
rates relates primarily to our investment portfolio. We invest in high credit
quality issuers and, by policy, limit the amount of the credit exposure to any
one issuer. We do not use derivative financial instruments in our investment
portfolio. Our general policy is to limit the risk of principal loss and ensure
the safety of invested funds by limiting default, reinvestment and market risk.
We mitigate default risk by investing in safe and high credit quality securities
and by positioning our portfolio to respond appropriately
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to a significant reduction in a credit rating of any issuer. The investment
portfolio includes only marketable securities with active secondary or resale
markets to ensure liquidity.
We are also exposed to market risk from changes in interest rates on our
debt obligations. To date, the effect of changes in interest rates on interest
expense have not been material. We currently do not use financial instruments to
hedge our interest rate exposure. We intend to assess the need to utilize
financial instruments to hedge this risk on an ongoing basis.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by SFAS
137, is effective for all fiscal quarters of fiscal years beginning after June
15, 2000. SFAS 133 establishes accounting and reporting standards for derivative
instruments including derivative instruments embedded in other contracts and for
hedging activities. Adoption of SFAS 133 is not expected to have a material
impact on the Company's consolidated financial position, results of operations
or liquidity.
In December 1999, the United States Securities and Exchange Commission
issued Staff Accounting Bulleting (SAB) No. 101, "Revenue Recognition in
Financial Statements," as amended, which for the Company is effective April 1,
2000. SAB No. 101 summarizes certain of the SEC staff's views regarding the
appropriate recognition of revenue in financial statements. The Company is
currently reviewing SAB No. 101 and has not yet determined the potential impact
on its financial statements.
YEAR 2000 INFORMATION
The Year 2000 issue is the result of computer programs, microprocessors,
and embedded date reliant systems using two digits rather than four to define
the applicable year. If such programs are not corrected, date data concerning
the Year 2000 could cause many systems to fail, lock up or generate erroneous
results. As of the date of this filing, we have not incurred any significant
business disruptions nor any significant product issues as a result of the Year
2000 issue. We offer a limited Year 2000 warranty on our products, and we have
had no claims that our products were not Year 2000 compliant. We do not believe
that any of our internal accounting and operational systems have been affected
in any way that caused us to incur unexpected expenses to remediate the problem.
However, while we are not aware of any such occurrences as of the date of this
filing, Year 2000 issues may not become apparent as of this date and, therefore,
there is no assurance that we will not be affected by future disruptions. While
we currently believe that the Year 2000 issue has not caused significant
internal operational problems, our failure to fully identify all Year 2000
dependencies or issues in our systems, equipment or processes, or the systems,
equipment or processes of our vendors, customers or financial institutions,
could have material adverse consequences for us.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is from time to time involved in litigation related to its
ordinary operations, such as collection actions and vendor disputes. The Company
does not believe that the resolution of any existing claim or lawsuit will have
a material adverse affect on the Company's business, results of operations or
financial condition.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Exhibit Index. No Statement re Computation of Per Share
Earnings is included, because the computation can be clearly
determined from material contained in this Report. See the
Consolidated Statements of Operations, and the Notes thereto.
(b) No reports on Form 8-K were filed during the quarter ended April
30, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Irvine, County of
Orange, State of California, on the 13th day of June, 2000.
PROCOM TECHNOLOGY, INC.
By: /s/ Alex Razmjoo
-------------------------------
Alex Razmjoo
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report on Form 10-Q has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Alex Razmjoo Chairman of the Board, President June 13, 2000
----------------------------------- and Chief Executive Officer
Alex Razmjoo (Principal Executive Officer)
/s/ Alex Aydin Executive Vice President, Finance June 13, 2000
----------------------------------- and Administration (Principal
Alex Aydin Financial Officer)
/s/ Frederick Judd Vice President, Finance and June 13, 2000
----------------------------------- General Counsel (Principal
Frederick Judd Accounting Officer)
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBER
NUMBER DESCRIPTION PAGE
------ ----------- ------------
<S> <C> <C>
3.1+ Amended and Restated Articles of Incorporation of the Company.......................................
3.2+ Amended and Restated Bylaws of the Company..........................................................
10.1+ Form of Indemnity Agreement between the Company and each of its executive officers and directors....
10.2+ Form of Amended and Restated Procom Technology, Inc. 1995 Stock Option Plan.........................
10.3+ Amended and Restated Executive Employment Agreement, dated as of October 28, 1996, between the
Company and Alex Razmjoo............................................................................
10.4+ Amended and Restated Executive Employment Agreement, dated as of October 28, 1996, between the
Company and Frank Alaghband.........................................................................
10.5+ Amended and Restated Executive Employment Agreement, dated as of October 28, 1996, between the
Company and Alex Aydin..............................................................................
10.6+ Amended and Restated Executive Employment Agreement, dated as of October 28, 1996, between the
Company and Nick Shahrestany........................................................................
10.7+ Form of Registration Rights Agreement...............................................................
10.8+ Lease, dated February 10, 1992, between 2181 Dupont Associates and the Company, as amended..........
10.9+ Loan and Security Agreement, dated November 18, 1994, by and between the Company and FINOVA Capital
Corporation, as amended.............................................................................
11.1+ Statement re: Computation of Earnings Per Share.....................................................
21.1+ List of Subsidiaries................................................................................
27.1 Financial Data Schedule.............................................................................
</TABLE>
----------
+ Previously filed
17
