<PAGE> 1
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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
October 31, 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
COMPUTER NETWORK TECHNOLOGY CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Minnesota 41-1356476
-------------------------- -----------------------------------------
(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
------- ------
As of December 4, 2000, the registrant had 29,088,383 shares of $.01 par value
common stock issued and outstanding.
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COMPUTER NETWORK TECHNOLOGY CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements (unaudited)
Consolidated Statements of Operations for the three
month and nine months ended October 31, 2000 and
September 30, 1999................................................3
Consolidated Balance Sheets as of October 31, 2000 and
December 31, 1999.................................................4
Consolidated Statements of Cash Flows for the nine months
ended October 31, 2000 and September 30, 1999.....................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 ...............................................15
Item 2. Changes in Securities and Use of Proceeds........................15
Item 3-5. None
Item 6. Exhibits and Reports on Form 8-K.................................15
SIGNATURES ...................................................................16
2
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Nine months ended
---------------------------------- -----------------------------------
October 31, September 30, October 31, September 30,
2000 1999 2000 1999
-------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Revenue:
Product sales $ 33,239 $ 25,001 $ 92,279 $ 67,589
Service fees 12,959 9,078 36,867 26,227
-------------- -------------- -------------- ----------------
Total revenue 46,198 34,079 129,146 93,816
-------------- -------------- -------------- ----------------
Cost of revenue:
Cost of product sales 14,190 10,120 38,597 26,781
Cost of service fees 7,802 4,638 21,920 14,205
-------------- -------------- -------------- ----------------
Total cost of revenue 21,992 14,758 60,517 40,986
-------------- -------------- -------------- ----------------
Gross profit 24,206 19,321 68,629 52,830
-------------- -------------- -------------- ----------------
Operating expenses:
Sales and marketing 10,690 8,944 30,741 26,182
Engineering and development 5,267 4,796 16,742 13,634
General and administrative 2,020 1,761 6,329 5,228
Abandoned facilities (287) - (287) -
-------------- -------------- -------------- ----------------
Total operating expenses 17,690 15,501 53,525 45,044
-------------- -------------- -------------- ----------------
Income from operations 6,516 3,820 15,104 7,786
-------------- -------------- -------------- ----------------
Other income (expense):
Interest income 859 257 1,526 483
Interest expense (71) (74) (246) (176)
Other (57) (83) (328) (315)
-------------- -------------- -------------- ----------------
Other income (expense) 731 100 952 (8)
-------------- -------------- -------------- ----------------
Income from continuing operations
before income taxes 7,247 3,920 16,056 7,778
Provision for income taxes 2,392 1,333 5,299 2,645
-------------- -------------- -------------- ----------------
Income from continuing operations 4,855 2,587 10,757 5,133
Income (loss) from discontinued
operations, net of tax (1,150) 162 (3,169) 2,099
-------------- -------------- -------------- ----------------
Net income $ 3,705 $ 2,749 $ 7,588 $ 7,232
============== ============== ============== ================
Basic income (loss) per share:
------------------------------
Continuing operations $ .19 $ .11 $ .44 $ .22
============== ============== ============== ================
Discontinued operations $ (.05) $ .01 $ (.13) $ .09
============== ============== ============== ================
Net income $ .15 $ .12 $ .31 $ .31
============== ============== ============== ================
Shares 25,248 23,441 24,432 22,998
============== ============== ============== ================
Diluted income (loss) per share:
--------------------------------
Continuing operations $ .17 $ .10 .40 $ .20
============== ============== ============== ================
Discontinued operations $ (.04) $ .01 $ (.12) $ .08
============== ============== ============== ================
Net income $ .13 $ .11 $ .28 $ .28
============== ============== ============== ================
Shares 27,858 25,707 26,735 25,552
============== ============== ============== ================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
October 31, December 31,
2000 1999
---------------- --------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 67,318 $ 16,184
Marketable securities 78,533 10,711
Receivables, net 35,925 29,517
Inventories 18,524 14,425
Net current assets of
discontinued operations 7,511 5,089
Deferred tax asset 3,415 3,415
Other current assets 1,875 1,776
---------------- --------------------
Total current assets 213,101 81,117
---------------- --------------------
Property and equipment, net 23,296 17,529
Field support spares, net 4,097 3,879
Deferred tax asset 2,070 2,070
Goodwill and other intangibles, net 927 1,222
Net non-current assets
of discontinued operations - 4,645
Other assets 1,313 192
---------------- --------------------
$ 244,804 $ 110,654
================ ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,286 $ 11,408
Accrued liabilities 17,401 10,010
Deferred revenue 12,436 8,296
Current installments of obligations under capital lease 1,307 688
---------------- --------------------
Total current liabilities 46,430 30,402
---------------- --------------------
Obligations under capital lease, less current installments 2,028 1,780
---------------- --------------------
Total liabilities 48,458 32,182
---------------- --------------------
Shareholders' equity:
Undesignated preferred stock, authorized 965
shares; none issued and outstanding - -
Series A Junior participating preferred stock, authorized 35 shares,
none issued & outstanding - -
Common stock, $.01 par value; authorized 100,000 shares, issued and
outstanding 29,014 at October 31, 2000 and 23,792 at December 31,
1999 290 238
Additional paid-in capital 184,176 68,927
Unearned compensation (1,453) (838)
Retained earnings 14,759 10,796
Accumulated other comprehensive income-
Foreign currency translation (1,426) (651)
---------------- --------------------
Total shareholders' equity 196,346 78,472
---------------- --------------------
$ 244,804 $ 110,654
================ ====================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
----------------------------------------------
October 31, September 30,
2000 1999
------------------- -------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 7,588 $ 7,232
Discontinued operations 3,169 (2,099)
Depreciation and amortization 8,222 6,472
Compensation expense 242 171
Tax benefits from employee stock transactions - 3,000
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Receivables (7,353) (5,167)
Inventories 207 5,298
Other current assets (95) (708)
Accounts payable 6,028 2,515
Accrued liabilities 11,269 (1,176)
Deferred revenue 2,516 1,082
------------------- -------------------
Net cash provided by continuing operations 31,793 16,620
Net cash used in discontinued operations (2,611) (3,638)
------------------- -------------------
Cash provided by operating activities 29,182 12,982
------------------- -------------------
INVESTING ACTIVITIES:
Additions to property and equipment (10,108) (5,861)
Additions to field support spares (1,390) (1,817)
Discontinued operations-additions to long term assets (158) (137)
Net purchase and redemption of marketable securities (69,891) (3,104)
Other (1,126) 136
------------------- -------------------
Cash used in investing activities (82,673) (10,783)
------------------- -------------------
FINANCING ACTIVITIES:
Repayment of obligations under capital lease (858) (183)
Repayment of long-term debt - (1,000)
Proceeds from issuance of common stock 114,119 6,422
------------------- -------------------
Cash provided by financing activities 113,261 5,239
------------------- -------------------
Effects of exchange rate changes (426) (61)
------------------- -------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 59,344 7,377
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 7,974 11,786
------------------- -------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 67,318 $ 19,163
=================== ===================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
<PAGE> 6
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 to January 31,
from December 31. The Company has included information for the transition period
from January 1-January 31, 2000 in its Form 10-Q filing for the three month
period ended April 30, 2000 pursuant to Rule 13a-10 of the Securities Exchange
Act of 1934.
(3) DISCONTINUED OPERATIONS
The Company has determined that it will proceed with a divestiture of its
Enterprise Integration Solutions Division. Accordingly, the Enterprise
Integration Solutions Division has been accounted for as a discontinued
operation in the accompanying financial statements. The Enterprise Integration
Solutions Division develops and sells EAI software that automates the
integration of computer software applications, and business workflow processes,
as well as our traditional server gateways and tools, which enable multiple
desktop computers and mainframe terminals to communicate with one another.
Management estimates that the divestiture of this business segment will not
result in a loss. Summary financial information for the discontinued operations
was as follows:
Condensed Consolidated Statements of Operations of Discontinued Operations:
<TABLE>
<CAPTION>
Three months ended Nine months ended
--------------------------------- ---------------------------------
October 31, September 30, October 31, September 30,
2000 1999 2000 1999
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Revenue........................................... $ 4,674 $ 6,990 $ 12,739 $ 22,022
============= ============== ============= ==============
Income (loss) before income taxes................. $ (1,717) $ 245 $ (4,731) $ 3,179
Provision (benefit) for income taxes.............. (567) 83 (1,562) 1,080
------------- -------------- ------------- --------------
Net income (loss) from discontinued operations.... $ (1,150) $ 162 $ (3,169) $ 2,099
============= ============== ============= ==============
</TABLE>
Certain general and administrative, facility and information technology
infrastructure costs that had previously been allocated to and reported in the
operating results of the Enterprise Integration Solutions Division have been
reallocated to continuing operations.
Condensed Consolidated Statements of Net Assets of Discontinued Operations:
<TABLE>
<CAPTION>
October 31, December 31,
2000 1999
------------- --------------
<S> <C> <C>
Receivables, net.................................. $ 5,955 $ 7,330
Goodwill and other intangibles, net............... 1,615 2,205
Deferred taxes.................................... 2,170 2,170
Other assets...................................... 877 2,045
------------- --------------
Total assets................................. 10,617 13,750
------------- --------------
Debt.............................................. -- 1,000
All other liabilities............................. 3,106 3,016
------------- --------------
Net assets of discontinued operations........ $ 7,511 $ 9,734
============= ==============
</TABLE>
Two employees, who were former shareholders of IntelliFrame Corporation, a
company we acquired, will be eligible for aggregate bonus payments of up to
$10,000,000 through December 31, 2001 if future revenue from products of the
Enterprise Integration Solutions Division exceed defined targets, or if certain
products are sold in a transaction that does not constitute a change in control.
The potential bonus payments increase to a maximum of $12,000,000 if the Company
were to divest certain specified products of the division in calendar year 2000.
The employees may also be entitled to bonus payments of up to an aggregate of
$8.0 million (offset by bonuses previously paid) upon certain failures to market
specified products of the division prior to December 31, 2001. No bonus payments
have been made in connection with this agreement.
6
<PAGE> 7
During the nine months ended October 31, 2000 and September 30, 1999, the
Company received additional payments, from an earlier sale of the vision product
line of $1,210,000 and $667,000, respectively, which were recognized as income
in the first quarter of each year and included in results from discontinued
operations. There are no additional payments to be received from the sale of the
vision product line.
(4) MARKETABLE SECURITIES
The company's investments in marketable securities consist of bank certificate
of deposits, U.S. government and agency securities and commercial paper. The
amount of gross unrealized gains and losses with respect to investments in
available-for-sale securities at October 31, 2000 was not significant.
(5) INVENTORIES
Inventories, stated at the lower of cost (first-in, first-out method) or market,
consist of:
<TABLE>
<CAPTION>
October 31, December 31,
2000 1999
---------------- -------------------
<S> <C> <C>
Components and subassemblies $ 10,746 $ 8,661
Work in process 4,153 3,109
Finished goods 3,625 2,655
---------------- -------------------
$ 18,524 $ 14,425
================ ===================
</TABLE>
(6) COMPREHENSIVE INCOME
Comprehensive income consists of the following:
<TABLE>
<CAPTION>
Nine months ended
-------------------------------------------
October 31, September 30,
2000 1999
---------------- -------------------
<S> <C> <C>
Net income $ 7,588 $ 7,232
Foreign currency translation adjustment, net of tax
effect of $0 (824) (71)
---------------- -------------------
Total comprehensive income $ 6,764 $ 7,161
================ ===================
</TABLE>
(7) STOCK OPTIONS
We have issued options for the purchase of approximately 2.8 million shares of
common stock in RealLegacy.com, Inc., our wholly owned subsidiary which includes
our EAI business other then InVista, to our directors and employees and officers
of RealLegacy.com, Inc. The options generally 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.
(8) CAPITAL STOCK
On October 11, 2000, we sold 4.6 million shares of common stock in a follow-on
public offering. We currently have invested the net proceeds of $110 million
from this offering in investment grade, interest-bearing securities.
7
<PAGE> 8
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 and related
professional services in the rapidly growing storage networking market. We focus
primarily on helping our clients design, develop, deploy and manage SANs. Our
storage networking products represent our core business and account for a
substantial majority of our revenue and profit. Our SAN products consist
primarily of our UltraNet(R) and Channelink(R) families of products. We also
market our established channel networking products, which enable computers to
transmit data over unlimited distances. We also have an Enterprise Integration
Solutions Division.
On January 12, 2000, we changed our fiscal year end to January 31, from
December 31. References in this Form 10-Q to the three and nine months of 1999
represent the three and nine months ended September 30, 1999. We have not
submitted financial information for the three and nine months ended October 31,
1999 in this Form 10-Q because the information is not practical or cost
beneficial to prepare. We believe that the three and nine months ended September
30, 1999 provide a meaningful comparison to the three and nine months of fiscal
2000. There are no factors, of which we are aware, seasonal or otherwise, that
would impact the comparability of information or trends, if results for the
three and nine months ended October 31, 1999 were presented in lieu of results
for the three and nine months ended September 30, 1999.
Discontinued Operations -- Divestiture of Enterprise Integration Solutions
Division
Our Enterprise Integration Solutions Division develops and sells our EAI
software that automates the integration of computer applications and business
workflow processes, as well as our traditional server gateways and tools which
enable multiple desktop computers and mainframe terminals to communicate with
one another. Our board of directors has determined to sell or spin off our
Enterprise Integration Solutions Division in order to focus all of our resources
on our SAN and other storage networking products. The board has set January 31,
2001 as a target date for completing any sale or decision to proceed with a spin
off. Our ability to increase revenue and pipeline over the course of the next
quarter will be a key factor in determining whether we proceed with a sale or
spin-off. As a result of this decision, the Enterprise Integration Solutions
Division is shown as a discontinued operation in our consolidated statements of
operations, meaning that the division's revenues, costs and expenses are not
shown and its net income(loss) for all periods are included under the
"Discontinued Operations" caption. For additional information regarding the
results of operations of the Enterprise Integration Solutions Division, see note
3, "Discontinued Operations" to the consolidated financial statements included
in this Form 10-Q. Certain general and administrative, facility and information
technology infrastructure costs that had previously been allocated to and
reported in the operating results of the Enterprise Integration Solutions
Division have been reallocated and reported in the results for continuing
operations.
8
<PAGE> 9
Results of Continuing Operations
The following table sets forth financial data for our continuing operations
for the periods indicated as a percentage of total revenue except for gross
profit, which is expressed as a percentage of the related revenue.
<TABLE>
<CAPTION>
Three months ended Nine months ended
----------------------------- ------------------------------
October 31, September 30, October 31, September 30,
2000 1999 2000 1999
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Revenue:
Product sales........................... 71.9% 73.4% 71.5% 72.0%
Service fees............................ 28.1 26.6 28.5 28.0
----- ----- ----- -----
Total revenue................... 100.0 100.0 100.0 100.0
----- ----- ----- -----
Gross profit:
Product sales........................... 57.3 59.5 58.2 60.4
Service fees............................ 39.8 48.9 40.5 45.8
----- ----- ----- -----
Total gross profit.............. 52.4 56.7 53.1 56.3
----- ----- ----- -----
Operating expenses:
Sales and marketing..................... 23.1 26.2 23.8 27.9
Engineering and development............. 11.4 14.1 12.9 14.5
General and administrative.............. 4.4 5.2 4.9 5.6
Abandoned facility...................... (.6) - (.2) -
----- ----- ----- -----
Total operating expenses........ 38.3 45.5 41.4 48.0
----- ----- ----- -----
Income from operations.................... 14.1 11.2 11.7 8.3
Other income, net......................... 1.6 .3 .7 -
----- ----- ----- -----
Income from continuing operations before
income taxes............................ 15.7 11.5 12.4 8.3
----- ----- ----- -----
Provision for income taxes................ 5.2 3.9 4.1 2.8
Income from continuing operations......... 10.5 7.6 8.3 5.5
----- ----- ----- -----
Income (loss) from discontinued
operations, net of tax.................. (2.5) .5 (2.4) 2.2
----- ----- ----- -----
Net income ............................... 8.0% 8.1% 5.9% 7.7%
===== ===== ===== =====
</TABLE>
9
<PAGE> 10
Revenue
Revenue from product sales for the three and nine months ended October 31,
2000 totaled $46.2 million and $129.1 million, respectively, representing
increases of 36 percent and 38 percent, respectively, when compared to the same
periods of 1999. SAN applications for both open systems and mainframes continued
to drive our new product revenue. SAN related product revenue for the three and
nine months ended October 31, 2000 totaled $24.9 million and $62.3 million,
respectively, representing increases of 63 percent and 53 percent, respectively,
when compared to the same periods of 1999. Sales of channel extension product
applications for the three and nine months ended October 31, 2000 totaled $8.4
million and $30.0 million, respectively, representing a decrease of 14 percent
and an increase of 11 percent, respectively, when compared to the same periods
of 1999. Although we expect sales of channel extension products to decline in
the future, it continues to be a profitable part of our business and a key
application for many of our SAN customers.
Our partner relationships with STK and Compaq have generated significant
product revenue. During the three and nine months ended October 31, 2000, sales
of the DXE product to STK contributed $2.3 million and $7.6 million of product
revenue, respectively. Our OEM relationship with Compaq contributed $1.2 million
and $3.3 million of product revenue for the three and nine months ended October
31, 2000, respectively. We have informally extended the deadline for Compaq to
achieve its $11 million sales commitment from December 31, 2000 to April 30,
2001.
Service revenue for the three and nine months ended October 31, 2000 totaled
$13.0 million and $36.9 million, respectively, representing increases of 43
percent and 41 percent, respectively, when compared to the same periods of 1999.
Professional services revenue for the three and nine months ended October 31,
2000 totaled $2.3 million and $6.4 million, respectively, representing increases
of 111 percent and 96 percent, respectively, when compared to the same periods
of 1999 as a result of increased demand for our new professional service
offerings. Traditional maintenance services accounted for the remaining increase
in revenue due to the growing installed base of customers using our networking
products.
Revenue generated from the sale of products and services outside the United
States for the three and nine months ended October 31, 2000 totaled $15.5
million and $37.2 million, respectively, representing increases of 29 percent
and 9 percent, respectively, when compared to the same periods of 1999.
No single customer accounted for more than 10 percent of our revenue during
the nine months ended October 31, 2000 or September 30, 1999. Revenue increases
in 2000 and 1999 were attributable to increases in sales of SAN products and
additional services. Price increases for our products and services did not have
a significant impact on revenue for the nine months ending October 31, 2000 or
September 30, 1999.
During the nine months ended October 31, 2000, approximately 25 percent, 4
percent and 7 percent of our product revenue was derived from businesses in the
financial services, telecommunications and information outsourcing industries,
respectively.
We derive an increasingly significant portion of our revenue from sales of
our storage networking products. As a result of product maturation, revenue
derived from traditional channel networking declined in 1999. We expect that
revenue from traditional channel networking products will continue to decline in
the future as we continue to focus more of our resources on our SAN products.
We primarily sell our storage networking products directly to end-user
customers in connection with joint marketing activities with our business
partners and 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 that this cycle will continue.
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.
10
<PAGE> 11
Gross Profit Margin
Gross profit margin from the sale of products for the three and nine months
ended October 31, 2000 was 57 percent and 58 percent, respectively, compared to
60 percent for both periods of 1999. The decrease in the gross margin was due to
our sale of the DXE product to STK, and the UltraNet (R) Gateway product to
Compaq, both of which carry lower gross margin, but comparable operating margin,
than our Channelink and UltraNet products sold through direct channels.
Gross profit margin from services for the three and nine months ended
October 31, 2000 was 40 percent and 41 percent, respectively, compared to 49
percent and 46 percent, respectively, for the same periods of 1999. The decrease
in gross margin was due to new professional services employees who have been
added over the past nine months, in anticipation of future growth in
professional services.
Operating Expenses
Sales and marketing expense for the three and nine months ended October 31,
2000 increased by $1.7 million and $4.6 million, respectively, or 20 percent and
17 percent, respectively, when compared to the same periods of 1999. The
increase in expense resulted from higher commissions and additional headcount
required to generate the increase in revenue.
Engineering and development expense for the three and nine months ended
October 31, 2000 increased by $0.5 million and $3.1 million, respectively, or 10
percent and 23 percent, respectively, when compared to the same periods of 1999.
The increases were primarily due to continued development of our UltraNet (R)
family of products that provide customers with additional applications to
satisfy their growing SAN capabilities. During 2000, we announced SAN over
standard IP solutions, including tape, SCSI and Fibre Channel over IP to
strengthen our presence in the IP solutions market.
General and administrative expenses for the three and nine months ended
October 31, 2000 increased by $259,000 and $1.1 million, respectively, increases
of 15 percent and 21 percent, respectively, when compared to the same periods of
1999. The increases were due to higher costs for wages, insurance and
professional fees.
11
<PAGE> 12
During the third quarter of 2000, we recognized one-time income of $287,000
from the reversal of an accrual for an abandoned facility.
Other
Other income for the three and nine months ended October 31, 2000 increased
by $631,000 and $960,000, respectively, when compared to the same periods of
1999, due to an increase in interest income resulting from higher balances of
cash and marketable securities available for investment. We raised $110 million
from a follow-on stock offering in October 2000. Pending use of the offering
proceeds for general corporate purposes or complementary acquisitions, the funds
have been invested in investment grade, interest-bearing securities.
We recorded a provision for income taxes for the three and nine months ended
October 31, 2000 at an effective income tax rate of 33 percent, compared to 34
percent, for the same periods 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.
Discontinued Operations
Discontinued operations consisting of our Enterprise Integration Solutions
Division generated a loss after income taxes for the three and nine months ended
October 31, 2000 of $1.2 million and $3.2 million, respectively, compared to
income after income taxes of $162,000 and $2.1 million, respectively, for the
same periods of 1999. The decrease in profitability is primarily attributed to a
12 percent and 59 percent decline in revenue from sales of server gateways and
tools products for the three and nine months ended October 31, 2000 to $1.4
million and $3.5 million, respectively, from $1.6 million and $8.5 million,
respectively, for the same periods of 1999. In addition, lower margin hardware
sales accounted for a larger percentage of server gateways and tools product
revenue when compared to the same periods of 1999. Sales of our EAI and InVista
products for the three and nine months ended October 31, 2000 declined to $1.8
million and $4.3 million, respectively, from $2.6 million and $5.2 million,
respectively, for the same periods of 1999. However, EAI and InVista sales were
up 89 percent sequentially from the second quarter of 2000. Maintenance revenue
from our traditional server gateways and tools products declined for the nine
months ended October 31, 2000 to $2.5 million, from $3.9 million in 1999, due to
a drop off in the installed base of customers using our traditional server
gateways and tools products.
During the three months ended October 31, 2000, we took steps which are
projected to result in annual savings of $1.3 million through headcount and
expense reduction.
Discontinued Operations -- Acquisitions
On December 3, 1998, we acquired, for $2.0 million, all of the outstanding
stock of IntelliFrame Corporation, a start-up software and services company that
develops technology for integrating legacy systems with client/server systems
and the Internet. Two employees who were former shareholders of IntelliFrame are
eligible for aggregate bonus payments of up to $10.0 million through December
31, 2001 if future revenue from specified products of the Enterprise Integration
Solutions Division exceed defined targets or if certain products are sold in a
transaction that does not constitute a change of control. The potential bonus
payments increase to a maximum of $12.0 million if we engage in certain
divestitures of specified products of the division in calendar year 2000. The
employees may also be entitled to bonus payments of up to an aggregate of $8.0
million (offset by bonuses previously paid) upon certain failures to market
specified products of the division prior to December 31, 2001. To date, no bonus
payments have been made under these agreements. We do not know if any bonus
payments will become due under these agreements as a result of the divestiture
of the Enterprise Integration Solutions Division, as a transaction has not yet
been structured.
On October 24, 1997, we acquired substantially all of the assets, including
in-process research and development, of the Internet Solutions Divisions of
Apertus, a provider of EAI and server gateways and tools. The purchase price of
$16.4 million included a cash payment of $11.4 million at closing and assumption
by us of $5.0 million of liabilities and related acquisition costs. The assets
we acquired from IntelliFrame Corporation and Apertus are part of the Enterprise
Integration Solutions Division.
Discontinued Operations -- Stock Options
We have issued options for the purchase of approximately 2.8 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 generally 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.
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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 equipment leases and cash generated by operations.
Cash, cash equivalents and marketable securities at October 31, 2000 totaled
$145.9 million, an increase of $129.2 million since January 31, 2000. During the
third quarter of 2000, we raised $110 million from a secondary stock offering.
Operations and proceeds from the exercise of stock options provided cash for the
nine months ended October 31, 2000 of $29.2 million and $3.3 million,
respectively. Uses of cash for the nine months ended October 31, 2000 included
the purchase of property and equipment and field support spares totaling $11.5
million.
Expenditures 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 operations, will be adequate to fund
our operating plans and meet our current anticipated aggregate capital
requirement, at least through fiscal 2001.
We believe that inflation has not had a material impact on our operations or
liquidity to date.
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), effective for us during
the quarter ending January 31, 2001. SAB 101 summarizes certain of the SEC
staff's view in applying generally accepted accounting principles to revenue
recognition in financial statements. We have analyzed SAB 101 and believe our
existing accounting policies are in compliance with its requirements. Currently,
we do not believe that SAB 101 will have any impact on our financial statements.
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Future Outlook
In line with current analyst expectations, We are in general agreement with
the following outlook for the fourth quarter of 2000 and fiscal year 2001:
o Through the end of 2001, We anticipate that storage networking
product revenues should continue to grow at a rate of 50 percent to 70
percent (annually), and channel extension revenue will decline at a
rate of 10 percent to 20 percent (annually).
o For the fourth quarter of 2000, revenue from continuing operations is
expected to range from $49 million to $51 million.
Management also expects:
o Revenue from continuing operations for fiscal year 2001 to be between
$220 million and $225 million.
o Gross margins should be in the range of 53 percent to 55 percent for
the fourth quarter of 2000, and between 54 percent and 56 percent in
2001.
o Operating margins are estimated in the range of 15 percent to 17
percent of revenue through fiscal 2001.
o Earnings per share from continuing operations for the fourth quarter
of 2000 is expected to range from $.20 to $.21 per share, and $.80 to
$.85 per share in 2001.
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, U.S. government and agency securities and commercial
paper.
At October 31, 2000, our marketable securities included a $609,000
investment in a Standard and Poors 500 stock price index fund and a $372,000
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. As of October 31, 2000, we have
hedged a portion of our risk by purchasing forward exchange contracts for
900,000 British pounds sterling that settle at various times through January 31,
2001.
Change in Fiscal Year
On January 12, 2000, we changed our fiscal year end to January 31, rather
than December 31. Our January 2000 results were reported in our Report on Form
10-Q for the three month period ended April 30, 2000. Our summary January 2000
results are as follows; revenues $4.3 million; gross profit $1.3 million;
operating expenses $5.3 million; net loss from continuing operations $2.6
million; net loss from discontinued operations $1.0 million; and net loss $3.6
million. We typically incur significant losses in the first month following the
completion of a quarter because our revenue is significantly less than the
average monthly revenues we generate in any quarterly or annual period.
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 and their impact on quarterly sales;
- business strategy;
- expectations regarding future revenue levels, gross margins, expenses,
operating margins and earnings per share;
- 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;
- 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, together with the statement under the
caption "Future Outlook", 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; (viii) unanticipated losses or complications
relating to a divestiture of our Enterprise Integration Solutions Division and
(ix) 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. None
Item 2. Changes in Securities and Use of Proceeds.
On November 21, 2000, the Company amended its Rights Agreement to
increase the exercise price of the rights from $50 to $100 and to make
other technical corrections. In addition, the Company increased the
authorized number of Series A Junior Participating Preferred Stock
from 35,000 shares to 40,000 shares.
Item 3-5. None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed herewith.
3A. Second Restated Articles of Incorporation of the
Company. (Incorporated by reference to Exhibits 3 (i)-2
to current report on Form 8-K dated May 25, 1999.)
3B. Articles of Amendment of the Second Restated Articles of
the Company (Incorporated by reference to Exhibit 3(i)-1
to current report on From 8-K dated May 25, 1999.)
3C. By-laws of the Company (Incorporated by reference to
Exhibit 3 (ii)-1 to current report on Form 8-K dated May
25, 1999.)
4.1 Rights Agreement between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent including
the form of Rights Certificate and the Summary of Rights
to Purchase Preferred Shares. (Incorporated by reference
to Exhibit 1 to Form 8-A dated July 29, 1998 and Exhibit
1 to Form 8-A/A dated November 27, 2000.)
4.2 First Amendment of Rights Agreement dated November 21,
2000 (Incorporated by reference to Exhibit 1 to form
8A/A dated November 27, 2000.)
4.3 First Amendment of Certificate of Designations,
Preferences and Rights of Series A Junior Participating
Preferred Stock ($.01 Par Value Per Share) of Computer
Network Technology Corporation (Incorporated by
reference to Exhibit 2 to Form 8-A/A dated November 27,
2000.)
4.4 Form of Common Stock Certificate. (Incorporated by
reference to Exhibit 4.2 to Form S-3 Registration
Statement No. 333-80841.)
11. Statement Re: Computation of Net Income per Basic and
Diluted Share.
27. Financial Data Schedule.
(b) Reports on Form 8-K
On September 9, 2000 the Company filed a Form 8-K in connection
with the board of directors decision to sell or spin-off our
Enterprise Integration Solutions Division. The Company also filed
a Form 8-K on October 3, 2000 containing the underwriting
agreement for the follow-on stock offering completed during the
third quarter of 2000.
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<PAGE> 16
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: December 14, 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
Item Description
---- -----------
3A. Second Restated Articles of Incorporation of the Company. (Incorporated by
reference to Exhibits 3 (i)-2 to current report on Form 8-K dated May 25,
1999.)
3B. Articles of Amendment of the Second Restated Articles of the Company
(Incorporated by reference to Exhibit 3(i)-1 to current report on From 8-K
dated May 25, 1999.)
3C. By-laws of the Company (Incorporated by reference to Exhibit 3 (ii)-1 to
current report on Form 8-K dated May 25, 1999.)
4.1 Rights Agreement between the Company and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent including the form of Rights Certificate and the
Summary of Rights to Purchase Preferred Shares. (Incorporated by reference
to Exhibit 1 to Form 8-A dated July 29, 1998 and Exhibit 1 to Form 8-A/A
dated November 27, 2000.)
4.2 First Amendment of Rights Agreement dated November 21, 2000 (Incorporated
by reference to Exhibit 1 to form 8A/A dated November 27, 2000.)
4.3 First Amendment of Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock ($.01 Par Value Per Share) of
Computer Network Technology Corporation (Incorporated by reference to
Exhibit 2 to Form 8-A/A dated November 27, 2000.)
4.4 Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.2
to Form S-3 Registration Statement No. 333-80841.)
11. Statement Re: Computation of Net Income per Basic and Diluted
Share..................................................Electronically Filed
27. Financial Data Schedule................................Electronically Filed
17
