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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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 OR
[ ] 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: 0-13994
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Computer Network Technology Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Minnesota 41-1356476
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(State of Incorporation) (I.R.S. Employer Identification No.)
6000 Nathan Lane North, Minneapolis, Minnesota 55442
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(Address of principal executive offices) (Zip Code)
Telephone Number: (763) 268-6000
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(Registrant's telephone number, including area code)
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 the filing
requirements for at least the past 90 days. Yes X No
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As of May 31, 2000, the registrant had 24,053,539 shares of $.01 par value
common stock issued and outstanding.
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COMPUTER NETWORK TECHNOLOGY CORPORATION
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
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<S> <C> <C>
Item 1. Financial Statements (unaudited)
Consolidated Statements of Operations for the three months
ended April 30, 2000 and March 31, 1999, and for the
one month transition period ended January 31, 2000............................................3
Consolidated Balance Sheets as of April 30, 2000 and
December 31, 1999.............................................................................4
Consolidated Statements of Cash Flows for the three months
ended April 30, 2000 and March 31, 1999, and for the one
month transition period ended January 31, 2000............................................... 5
Notes to Consolidated Financial Statements .................................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ....................................................................8
PART II. OTHER INFORMATION .............................................................................17
Item 1-5. None
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES ......................................................................................................18
</TABLE>
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended One month ended
----------------------------------- -----------------
April 30, March 31, January 31,
2000 1999 2000
---------------- ----------------- -----------------
<S> <C> <C> <C>
REVENUE:
Product sales $ 29,866 $ 25,757 $ 1,354
Service fees 13,406 11,156 3,460
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Total revenue 43,272 36,913 4,814
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COST OF REVENUE:
Cost of product sales 11,877 8,612 923
Cost of service fees 8,087 6,487 2,662
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Total cost of revenue 19,964 15,099 3,585
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GROSS PROFIT 23,308 21,814 1,229
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OPERATING EXPENSES:
Sales and marketing 12,423 10,700 3,573
Engineering and development 7,288 5,934 2,324
General and administrative 2,093 1,718 836
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Total operating expenses 21,804 18,352 6,733
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INCOME (LOSS) FROM OPERATIONS 1,504 3,462 (5,504)
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OTHER INCOME (EXPENSE):
Interest income 274 101 95
Interest expense (88) (46) (6)
Other, net 1,041 571 4
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Other income, net 1,227 626 93
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INCOME (LOSS) BEFORE INCOME TAXES 2,731 4,088 (5,411)
PROVISION (BENEFIT) FOR INCOME TAXES 901 1,391 (1,786)
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NET INCOME (LOSS) $ 1,830 $ 2,697 $ (3,625)
=========== =========== ============
BASIC:
NET INCOME (LOSS) PER SHARE $ .08 $ .12 $ (.15)
=========== =========== ============
SHARES 23,935 22,481 23,813
=========== =========== ============
DILUTED:
NET INCOME (LOSS) PER SHARE $ .07 $ .11 $ (.15)
=========== =========== ============
SHARES 26,358 25,203 23,813
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</TABLE>
See accompanying Notes to Consolidated Financial Statements
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
<TABLE>
<CAPTION>
April 30, December 31,
2000 1999
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ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 12,290 $ 16,184
Marketable securities 18,687 10,711
Receivables, net 35,957 36,847
Inventories 18,174 14,764
Deferred tax asset 4,419 4,419
Other current assets 2,751 2,208
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Total current assets 92,278 85,133
Property and equipment, net 22,592 18,471
Field support spares, net 4,069 4,135
Deferred tax asset 3,236 3,236
Goodwill and other intangibles, net 3,071 3,427
Other assets 366 268
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$ 125,612 $ 114,670
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 14,268 $ 11,696
Accrued liabilities 12,659 11,714
Deferred revenue 16,865 9,320
Current installments of obligations under capital lease 1,199 688
Current installments of long-term debt - 1,000
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Total current liabilities 44,991 34,418
Obligations under capital lease, less current installments 2,533 1,780
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Total liabilities 47,524 36,198
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Shareholders' equity:
Preferred stock, authorized 1,000 shares;
none issued and outstanding - -
Common stock, $.01 par value; authorized
30,000 shares, issued and
outstanding 24,042 at April 30, 2000 and
23,792 at December 31, 1999 240 238
Additional paid-in capital 70,706 68,927
Unearned compensation (935) (838)
Retained earnings 9,001 10,796
Accumulated other comprehensive income -
foreign currency translation adjustment (924) (651)
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Total shareholders' equity 78,088 78,472
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$ 125,612 $ 114,670
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</TABLE>
See accompanying Notes to Consolidated Financial Statements
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)
<TABLE>
<CAPTION>
Three months ended One month ended
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April 30, March 31, January 31,
2000 1999 2000
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<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 1,830 $ 2,697 $ (3,625)
Depreciation and amortization 2,618 2,509 844
Compensation expense 102 69 49
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Receivables (1,894) (5,151) 2,639
Inventories 857 2,099 (4,267)
Other current assets (447) (761) (96)
Accounts payable 4,179 466 (1,607)
Accrued liabilities 5,212 (702) (4,267)
Deferred revenue 5,711 1,993 1,834
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Cash provided by (used in) operating activities 18,168 3,219 (8,496)
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INVESTING ACTIVITIES:
Additions to property and equipment (4,353) (1,719) (596)
Additions to field support spares (362) (574) (278)
Net purchase and redemption of marketable securities (10,046) (184) 2,070
Other (100) 31 2
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Cash provided by (used in) investing activities (14,861) (2,446) 1,198
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FINANCING ACTIVITIES:
Repayment of obligations under capital lease (243) (57) (65)
Repayment of long-term debt - (1,000) (1,000)
Proceeds from issuance of common stock 1,367 2,742 166
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Cash provided by (used in) financing activities 1,124 1,685 (899)
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Effects of exchange rate changes (115) (54) (13)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,316 2,404 (8,210)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 7,974 11,786 16,184
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 12,290 $ 14,190 $ 7,974
========== ========== ============
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with instructions to Form 10-Q and do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. These consolidated financial statements should
be read in conjunction with the consolidated financial statements and
accompanying notes included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 as filed with the Securities and Exchange
Commission.
(2) CHANGE IN FISCAL YEAR
On January 12, 2000, the Company changed its fiscal year to end on January 31,
rather than December 31. The Company has included information for the transition
period from January 1-January 31, 2000 in this Form 10-Q pursuant to rule 13a-10
of the Securities Exchange Act of 1934. We typically incur significant losses in
the first month following the completion of a quarter because our revenue for
that month is significantly less than the average monthly revenue we generate in
any quarterly or annual period.
(3) INVENTORIES
Inventories, stated at the lower of cost (first-in, first-out method) or market,
consist of:
<TABLE>
<CAPTION>
April 30, December 31,
2000 1999
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<S> <C> <C>
Components and subassemblies $ 11,969 $ 8,816
Work in process 2,428 3,147
Finished goods 3,777 2,801
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$ 18,174 $ 14,764
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</TABLE>
(3) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) consists of the following:
<TABLE>
<CAPTION>
Three months ended One month ended
----------------------------- ----------------
April 30, March 31, January 31,
2000 1999 2000
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<S> <C> <C> <C>
Net income (loss) $ 1,830 $ 2,697 $ (3,625)
Translation adjustment, net of tax effect of $0 (322) (258) 49
----------- --------- ----------
Total comprehensive income (loss) $ 1,508 $ 2,439 $ (3,576)
=========== ========= ==========
</TABLE>
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(4) SEGMENT INFORMATION
The Company has two reportable segments consisting of its Networking Solutions
Division and Enterprise Integration Solutions Division. The Networking Solutions
Division provides products and services that offer high-speed open systems
connectivity, access to legacy data and guaranteed data integrity for
applications such as remote storage, disk mirroring, remote tape vaulting and
disaster recovery. The Enterprise Integration Solutions Division provides
products and services that integrate legacy systems with client/server and
Internet technologies, including e-business and customer relationship management
applications. The Company's two reportable segments are strategic business units
that offer different products and services. They are managed separately because
each business requires different technology and market strategies. The Company
evaluates performance based on operating profit or loss before special charges
and income taxes.
<TABLE>
<CAPTION>
Three months ended One month ended
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April 30, March 31, January 31,
2000 1999 2000
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<S> <C> <C> <C>
REVENUE:
Networking Solutions Division $ 38,607 $ 29,245 $ 4,342
Enterprise Integration Solutions Division 4,665 7,668 472
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$ 43,272 $ 36,913 4,814
============ ========== ==========
OPERATING PROFIT (LOSS):
Networking Solutions Division $ 3,607 $ 2,781 (3,793)
Enterprise Integration Solutions Division (2,103) 681 (1,711)
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$ 1,504 $ 3,462 $ (5,504)
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</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
We are a leading provider of hardware and software products in the rapidly
growing market for SANs. We market our SAN products through our Networking
Solutions Division. The Networking Solutions Division also markets our
established channel networking products, which enable computers to transmit data
over unlimited distances. Our Networking Solutions Division is our principal
business and accounts for the majority of our revenues. Our other division, the
Enterprise Integration Solutions Division, develops and sells our EAI software
that automates the integration of computer applications, as well as our
traditional server gateways and tools, which enable multiple desktop computer
and mainframe terminals to communicate with one another.
On January 12, 2000, we changed our fiscal year to end on January 31, rather
than December 31. We have included information for the transition period from
January 1-January 31, 2000 in this Form 10-Q pursuant to rule 13a-10 of the
Securities Exchange Act of 1934. We typically incur significant losses in the
first month following the completion of a quarter because our revenue for that
month is significantly less than the average monthly revenue we generate in any
quarterly or annual period. Results for any given monthly period are not
indicative of potential results for any future period.
References in this Form 10-Q to the first quarter of 2000 represent the
three months ending April 30, 2000. References in this Form 10-Q to the first
quarter of 1999 represent the three months ending March 31, 1999. We have not
submitted financial information for the three months ending April 30, 1999 in
this Form 10-Q because the information is not practical or cost beneficial to
prepare. We believe that the first quarter of 1999 provides a meaningful
comparison to the first quarter of 2000. There are no factors, seasonal or
otherwise, that would impact the comparability of information or trends, if
results for the three months ending April 30, 1999 were presented in lieu of
results for the first quarter of 1999.
Revenues increased 17 percent in the first quarter of 2000 to $43.3 million
from $36.9 million in the first quarter of 1999. Net income for the first
quarter of 2000 totaled $1.8 million, or $.07 per share, compared to net income
in the first quarter of 1999 of $2.7 million or $.11 per share. Results for the
first quarter of 2000 and 1999 include other nonrecurring income of $1.2 million
and $667,000, respectively, for payments received from an earlier sale of our
Vision product line. Excluding these non-recurring payments, earnings per share
would have been $.04 and $.09 in the first quarter of 2000 and 1999,
respectively.
Revenues from our Networking Solutions Division increased 32 percent in the
first quarter of 2000 to $38.6 million from $29.2 million in the first quarter
of 1999. Operating income for our Networking Solutions Division increased 30% in
the first quarter of 2000 to $3.6 million from $2.8 million in the first quarter
of 1999.
Revenues from our Enterprise Integration Solutions Division decreased 39
percent in the first quarter of 2000 to $4.7 million from $7.7 million in the
first quarter of 1999. The Enterprise
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Integration Solutions Division generated an operating loss in the first quarter
of 2000 of $2.1 million, compared to an operating profit of $681,000 in the
first quarter of 1999.
We derive an increasingly significant portion of our revenues from sales of
SAN products and, if we do not divest all or part of our Enterprise Integration
Solutions Division, our EAI products. As a result of product maturation,
revenues derived from traditional channel networking and server gateways and
tools products have declined, and we expect that revenues from these products
will continue to decline in the future as we continue to focus more of our
resources on our SAN and EAI products.
We primarily sell our SAN products directly to end-user customers in
connection with joint marketing activities with business partners and original
equipment manufacturers, or OEMs. OEMs combine our products with their own
products and sell the combined products to their customers. For a new customer,
the initial sales and design cycle, from first contact through shipment, can
vary from 90 days to 12 months or more. We expect this cycle will continue.
Historically, a large percentage of our product shipments have occurred late
in each quarter. Timing of receipt of orders from customers and delays in
shipment can have a disproportionate impact on our revenues and results of
operations in any given quarter.
POTENTIAL DIVESTITURE OF ENTERPRISE INTEGRATION SOLUTIONS DIVISION
On January 3, 2000, we announced the intention to explore the divestiture of
all or part of our Enterprise Integration Solutions Division. Currently, the
Networking Solutions Division and the Enterprise Integration Solutions Division
have distinct and unrelated operations, products and core markets. We believe a
divestiture of this division will allow management of our separate divisions to
better focus on their core businesses and potentially enhance the prospects and
results of operations of each division.
9
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RESULTS OF OPERATIONS
As an aid to understanding the Company's operating results, the following
table sets forth certain information derived from the Consolidated Statements of
Operations. All amounts are expressed as a percentage of total revenue except
for gross profit, which is expressed as a percentage of the related revenue.
<TABLE>
<CAPTION>
Networking Solutions Enterprise Integration
Division Solutions Division
-------------------------------------- -------------------------------------
Three months ended Three months ended
-------------------------------------- -------------------------------------
April 30, March 31, April 30, March 31,
2000 1999 2000 1999
----------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUE:
70.7% 71.2% Product sales 54.7% 64.5%
29.3 28.8 Service fees 45.3 35.5
----------------- ---------------- --------------- ---------------
100.0 100.0 Total revenue 100.0 100.0
----------------- ---------------- --------------- ---------------
GROSS PROFIT:
57.7 60.7 Product sales 87.7 91.2
41.3 44.2 Service fees 31.0 34.6
----------------- ---------------- --------------- ---------------
52.9 56.0 Total gross profit 62.0 71.1
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OPERATING EXPENSES:
24.3 27.3 Sales and marketing 65.4 35.5
14.4 14.6 Engineering and development 37.2 21.7
4.9 4.6 General and administrative 4.5 5.0
----------------- ---------------- --------------- ---------------
43.6 46.5 Total operating expenses 107.1 62.2
----------------- ---------------- --------------- ---------------
9.3% 9.5% INCOME (LOSS) FROM OPERATIONS (45.1)% 8.9%
================= ================ =============== ===============
</TABLE>
The financial data set forth above and otherwise included in this Form
10-Q was prepared from consolidated financial statements that include the
combined results of operations of our Networking Solutions Division and our
Enterprise Integration Solutions Division. The Networking Solutions Division and
the Enterprise Integration Solutions Division were not accounted for, and were
not operated as, separate stand alone business entities. The financial data set
forth above and otherwise included in this Form 10-Q is not necessarily
reflective of what cost structures will remain after any divestiture of all or
part of the Enterprise Integration Solutions Division and no adjustments have
been made to such information to reflect any changes in such cost structures,
including increased costs associated with reduced economies of scale.
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REVENUE
Our Networking Solutions Division revenue consists of the sale and support
of products that enable our customers to build and manage storage area networks,
or SANs and other applications such as remote storage, remote disk mirroring and
remote tape vaulting, and our traditional channel networking products for
applications that require continuous business availability.
Our Enterprise Integration Solutions Division revenue consists of the
licensing, sale and support of enterprise application integration, or EAI,
software products which are used for e-commerce and CRM applications, and our
traditional server gateway and tools products.
We generally recognize revenue from product sales upon shipment or signed
customer acceptance depending on the terms of the contract or purchase order.
Revenue from software sales is recognized in accordance with American Institute
of Certified Public Accountants Statement of Position (SOP) 97-2, "Software
Revenue Recognition," and SOP 98-9 "Modification of SOP 97-2, Software Revenue
Recognition With Respect to Certain Transactions." Service fees are recognized
as revenue when earned, which is generally on a straight-line basis over the
contracted service period. Deferred revenue primarily consists of the unearned
portion of service agreements billed in advance to customers.
Revenue generated from the sale of products and services outside the United
States increased 10 percent in the first quarter of 2000 to $12.7 million from
$11.5 million in the first quarter of 1999. The increase was primarily due to
growing customer demand for SAN and EAI related product applications. The
revenue increase in the first quarter of 2000 compared to the first quarter of
1999 was due to volume increases in sales of products and services. Price
increases did not have a significant impact on revenue.
We expect continued quarter-to-quarter fluctuations in revenue in both
domestic and international markets. The timing of sizable orders, because of
their relative impact on total quarterly sales, may contribute to such
fluctuations. The level of product sales reported by us in any given period will
continue to be affected by the receipt and fulfillment of sizable new orders in
both domestic and international markets.
NETWORKING SOLUTIONS DIVISION
Revenue
Revenue from Networking Solutions Division products increased 31 percent in
the first quarter of 2000 to $27.3 million from $20.8 million in the first
quarter of 1999. SAN applications for both open systems and mainframes continued
to drive new product revenue for CNT. SAN related product applications increased
32 percent in the first quarter of 2000 to $15.6 million from $11.8 million in
the first quarter of 1999. Sales of channel extension product applications
increased 30 percent in the first quarter of 2000 to $11.7 million from $9.0
million in the first quarter of 1999.
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During the fourth quarter of 1999, we introduced the first product for
remote disk mirroring over IP based networks. We recorded $484,000 of IP related
product revenue in the first quarter of 2000. Our partner relationships with STK
and Compaq have also generated significant product revenue. During the first
quarter of 2000, sales of the DXE product to STK contributed $2.7 million of
product revenue, while our OEM relationship with Compaq contributed $478,000 of
product revenue.
Service revenue for the Networking Solutions Division increased 34 percent
in the first quarter of 2000 to $11.3 million from $8.4 million in the first
quarter of 1999. Professional service revenue increased 51 percent in the first
quarter of 2000 to $1.8 million from $1.2 million in the first quarter of 1999.
Traditional maintenance services accounted for the remaining increase in revenue
due to the growing installed base of customers using our networking products.
Gross Profit
Gross profit margins from the sale of Networking Solutions Divsion products
declined to 58 percent in the first quarter of 2000 from 61 percent in the first
quarter of 1999. The decrease in gross margin percentage was due to our sale of
the DXE product to STK, and the UltraNet Gateway product to Compaq, both of
which carry lower gross margins than our Channelink and UltraNet products sold
through direct channels.
Gross profit margins from services provided by our Networking Solutions
Division declined to 41 percent in the first quarter of 2000 from 44 percent in
the first quarter of 1999. The decrease in gross margin percentage was due to
new professional services employees that have been added in the last six months,
in anticipation of future growth in professional services.
Operating Expenses and Margin
Sales and marketing expenses related to our Networking Solutions Division
increased 17 percent in the first quarter of 2000 to $9.4 million from $8.0
million in the first quarter of 1999. The increase was due to the additional
expense required to generate the 32 percent increase in Networking Solutions
Division revenue.
Engineering and development expense primarily relates to costs associated
with the development of new products and enhancements to existing products.
Engineering and development expense related to the Networking Solutions Division
increased 30 percent in the first quarter of 2000 to $5.6 million from $4.3
million in the first quarter of 1999. The increase was primarily due to
continued development of our UltraNet family of products that provide customers
with additional applications to satisfy their growing SAN capabilities. We
recently announced a number of new UltraNet products, including SAN over IP that
enables companies to build storage infrastructures over IP-based networks, such
as intranets and virtual private networks. We also introduced new products to
provide for Fibre Channel to SCSI conversion, including our new UltraNet Open
Systems Router that enables companies to do local SCSI to Fibre Channel
conversion at a lower price point.
12
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General and administrative expenses are allocated to the Networking
Solutions Division and Enterprise Integration Solutions Division based on each
division's relative percentage of total consolidated revenue. Total general and
administrative expenses increased 22 percent in the first quarter of 2000 to
$2.1 million from $1.7 million in the first quarter of 1999. The increase was
due to higher costs for wages, insurance, professional fees and shareholder
relations.
Operating margin as a percentage of total revenue for our Networking
Solutions Division declined to 9.3 percent in the first quarter of 2000 from 9.5
percent in the first quarter of 1999. Improvements in sales and marketing
expense efficiencies were offset by lower gross margins for product sales and
services.
ENTERPRISE INTEGRATION SOLUTIONS DIVISION
Revenue
Revenue from Enterprise Integration Solutions Division products declined 48
percent in the first quarter of 2000 to $2.6 million from $4.9 million in the
first quarter of 1999. Sales of server gateway and tools products declined 73
percent in the first quarter of 2000 to $1.0 million from $3.8 million in the
first quarter of 1999. Sales of EAI products increased 37 percent in the first
quarter of 2000 to $1.5 million from $1.1 million in the first quarter of 1999.
The increase was due to growing customer demand for products that integrate
legacy applications with frameworks, packaged applications, or new environments,
while providing mainframe connectivity.
Service revenue for the Enterprise Integration Solutions Division declined
22 percent in the first quarter of 2000 to $2.1 million from $2.7 million in the
first quarter of 1999. Revenue from professional services declined to $608,000
in the first quarter of 2000 from $1.0 million in the first quarter of 1999. The
remaining decrease was due to a continued decline in the server gateway and
tools maintenance base. Revenue from traditional maintenance services declined
to $1.5 million in the first quarter of 2000 from $1.7 million in the first
quarter of 1999.
Gross Profit
Gross profit margins from the sale of Enterprise Integration products
declined to 88 percent in the first quarter of 2000 from 91 percent in the first
quarter of 1999. The decrease was due to an inventory charge of approximately
$100,000 related to the server gateway and tools product line.
Gross profit margins from services provided by our Enterprise Integration
Solutions Division declined to 31 percent in the first quarter of 2000 from 35
percent in the first quarter of 1999. The decrease was due to the continuing
decline in the server gateway and tools maintenance base.
Operating Expenses and Margin
Sales and marketing expense related to our Enterprise Integration Solutions
Division increased 12 percent in the first quarter of 2000 to $3.1 million from
$2.7 million in the first quarter of 1999. Our ongoing plan to increase sales
and market share for this division includes significant new investments in sales
and marketing expenditures.
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Engineering and development expense related to our Enterprise Integration
Solutions Division increased four percent in the first quarter of 2000 to $1.7
million. Increases in engineering and development expense for our new InVista
product were offset by reductions in engineering expense relating to our mature
server gateway and tools products.
The Enterprise Integration Solutions Division generated an operating loss in
the first quarter of 2000 of $2.1 million, compared to an operating profit in
the first quarter of 1999 of $681,000. The decrease in operating margin can be
attributed to the continuing decline in revenue from server gateway and tools
products and services, and our commitment to invest in sales and marketing for
our EAI products.
OTHER
Other income increased in the first quarter of 2000 to $1.2 million from
$626,000 in the first quarter of 1999, primarily due to recognition of a $1.2
million payment received in March 2000 from the sale of our Vision product line
in December 1997. We recognized non-recurring income of $667,000 from the Vision
sale in the first quarter of 1999. There are no remaining payments to be
received from the sale of the Vision product line.
We recorded a provision for income tax at an effective income tax rate of
33 percent in the first quarter of 2000, compared to an effective rate of 34
percent in the first quarter of 1999. Fluctuations in our effective income tax
rate are primarily due to the amount of nondeductible foreign losses and
fluctuations in the level of benefit from our foreign sales corporation. Based
on an assessment of our taxable earnings history and prospective future taxable
income, we have determined it to be more likely than not that our net deferred
tax asset will be realized in future periods. We may be required to provide a
valuation allowance for this asset in the future if we do not generate
sufficient taxable income as planned.
LIQUIDITY AND CAPITAL RESOURCES
We have historically financed our operations through the public and private
sale of equity securities, bank borrowings under lines of credit, capital and
operating leases and cash generated by operations.
Cash, cash equivalents and marketable securities at April 30, 2000 totaled
$31.0 million, an increase of $14.4 million since January 31, 2000. Operations
and proceeds from the exercise of stock options provided cash in the first
quarter of 2000 of $18.2 million and $1.4 million, respectively. Uses of cash in
the first quarter of 2000 included the purchase of property and equipment and
field support spares totaling $4.7 million.
In May 2000, we issued options for the purchase of approximately 2.5
million shares of common stock in RealLegacy.com, Inc., our wholly owned
subsidiary including our EAI business, to our directors and employees and
officers of RealLegacy.com, Inc. The options have an exercise price of $2.00 per
share, equal to their estimated fair market value on the date of grant, and have
individually defined terms and vesting periods.
Expenditure for capital equipment and field support spares have been, and
will likely continue to be, a significant capital requirement. We believe that
our current balances of cash, cash equivalents and marketable securities, when
combined with anticipated cash flows from
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operations, will be adequate to fund our operating plans and meet our current
anticipated aggregate capital requirements, at least through fiscal 2000.
We believe that inflation has not had a material impact on our operations
or liquidity to date.
NEW EUROPEAN CURRENCY
On January 1, 1999, 11 of 15 member countries of the European Union
established fixed conversion rates between their existing currencies and the
euro, a new European currency, and adopted the euro as their common legal
currency. Either the euro or a participating country's present currency will be
accepted as legal tender from January 1, 1999 to January 1, 2002, from which
date forward only the euro will be accepted. We have a significant number of
customers located in European Union countries participating in this conversion.
The euro conversion may have competitive implications for our pricing and
marketing strategies, which could be material in nature; however, any such
impact is not known at this time. Our new business system, which became
effective January 1999, is capable of handling the new euro currency. We cannot
assure, however, that all problems related to the euro conversion will be
foreseen and corrected, or that no material disruptions of our business will
occur.
NEW ACCOUNTING PRONOUNCEMENT
Statement of Financial Accounting Standard No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133), effective for us
on February 1, 2001, establishes new standards for recognizing all derivatives
as either assets or liabilities, and measuring those instruments at fair value.
Currently, we do not anticipate that SFAS No. 133 will have a material impact on
our financial position or results of operations.
In December 1999, the SEC staff issued Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" (SAB 101). SAB 101 summarizes
certain of the SEC staff's view in applying general accepted accounting
principles to revenue recognition in financial statements. We are currently
analyzing whether SAB 101 will have any impact on our financial statements. SAB
101 will become effective for us during the quarter ending July 31, 2000.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have no derivative financial instruments in our cash and cash
equivalents. We mainly invest our cash and cash equivalents in investment grade,
highly liquid investments, consisting of money market instruments, bank
certificates of deposits and investments in commercial paper.
At April 30, 2000, our marketable securities included a $559,000 investment
in a Standard and Poors 500 stock price index fund and a $111,000 investment in
a NASDAQ 100 index tracking stock. These investments were purchased to directly
offset any investment gains or losses owed to participants under our executive
deferred compensation plan which has been established for selected key
employees.
We are exposed to market risks related to fluctuations in foreign exchange
rates because some sales transactions, and the assets and liabilities of our
foreign subsidiaries, are denominated in foreign currencies, primarily French
francs, the euro and British pounds sterling. We have
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hedged a portion of our risk by purchasing forward exchange contracts for
500,000 British pounds sterling that settle at various times through July 31,
2000.
FORWARD LOOKING STATEMENTS
This Form 10-Q and other documents we have filed with the Securities and
Exchange Commission contain forward-looking statements, which may include
statements about our:
- anticipated receipt of orders;
- business strategy;
- timing of and plans for the introduction or phase-out of products or
services;
- enhancements of existing products or services;
- plans for hiring additional personnel;
- entering into strategic partnerships;
- potential divestiture of our Enterprise Integration Solutions
Division; and
- other plans, objectives, expectations and intentions contained in this
Form 10-Q that are not historical facts.
When used in this Form 10-Q, the words "may," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "intend," "potential" or
"continue" and similar expressions are generally intended to identify
forward-looking statements. Because these forward-looking statements involve
risks and uncertainties, actual results could differ materially from those
expressed or implied by these forward-looking statements for a number of
reasons, including (i) competitive factors, including pricing pressures; (ii)
variability in quarterly sales; (iii) economic trends in various geographic
markets; (iv) relationships with our strategic partners; (v) issues relating to
implementation of SEC Staff Accounting Bulletin 101; (vi) unanticipated risks
associated with introducing new products and features, including InVista; (vii)
technological change affecting our products; and (viii) other events and other
important factors, including those discussed under cautionary statements in
Exhibit 99 to our Form 10-K filing with the Securities and Exchange Commission
for the year ended December 31, 1999. We assume no obligation to update any
forward-looking statements. These statements are only predictions. Although we
believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements.
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PART II. OTHER INFORMATION
Item 1-5. None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed herewith.
10A. Form of Non-Qualified Stock Option Agreement for the
RealLegacy.com, Inc. 2000 Key Employee Stock Award Plan
10B. Form of Non-Qualified Stock Option Agreement for the
RealLegacy.com, Inc. 2000 Director and Officer Stock
Award Plan
10C. RealLegacy.com, Inc. 2000 Key Employee Stock Award Plan
10D. RealLegacy.com, Inc. 2000 Director and Officer Stock
Award Plan (Incorporated by reference to Appendix A to
definitive proxy statement dated April 13, 2000)
11. Statement Re: Computation of Net Income (Loss) per
Basic and Diluted Share.
27. Financial Data Schedule.
(b) Reports on Form 8-K
The Company filed a current report on Form 8-K dated January
12, 2000 relating to a change in its fiscal year end from a
calendar year ending on December 31, to a fiscal year ending
on January 31.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized officers.
COMPUTER NETWORK TECHNOLOGY CORPORATION
(Registrant)
Date: June 9, 2000 By: /s/ Gregory T. Barnum
-------------------------------------
Gregory T. Barnum
Chief Financial Officer
(Principal financial officer)
By: /s/ Jeffrey A. Bertelsen
-------------------------------------
Jeffrey A. Bertelsen
Corporate Controller and Treasurer
(Principal accounting officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Item Description
---- -----------
<S> <C> <C>
10A. Form of Non-Qualified Stock Option Agreement for the
RealLegacy.com, Inc. 2000 Key Employee Stock Award Plan.........................Electronically Filed
10B. Form of Non-Qualified Stock Option Agreement for the
RealLegacy.com, Inc. 2000 Director and Officer Stock Award Plan.................Electronically Filed
10C. RealLegacy.com, Inc. 2000 Key Employee Stock Award Plan.........................Electronically Filed
10D. RealLegacy.com, Inc. 2000 Director and Officer Stock Award Plan
(Incorporated by reference to Appendix A to definitive proxy statement
dated April 13, 2000)
11. Statement Re: Computation of Net Income (Loss) per
Basic and Diluted Share.........................................................Electronically Filed
27. Financial Data Schedule.........................................................Electronically Filed
</TABLE>
19
