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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
JULY 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)
<TABLE>
<S><C>
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)
</TABLE>
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 August 29, 2000, the registrant had 24,165,381 shares of $.01 par value
common stock issued and outstanding.
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COMPUTER NETWORK TECHNOLOGY CORPORATION
INDEX
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<CAPTION>
PART I. FINANCIAL INFORMATION Page
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<S> <C>
Item 1. Financial Statements (unaudited)
Consolidated Statements of Operations for the three month and six months
ended July 31, 2000 and June 30, 1999.........................................................3
Consolidated Balance Sheets as of July 31, 2000 and
December 31, 1999.............................................................................4
Consolidated Statements of Cash Flows for the six months
ended July 31, 2000 and June 30, 1999.........................................................5
Notes to Consolidated Financial Statements .....................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.....................................................................7
PART II. OTHER INFORMATION .............................................................................14
Item 1-3. None
Item 4. Submission of Matters to a Vote of Security Holders............................................14
Item 5. None
Item 6. Exhibits and Reports on Form 8-K...............................................................15
SIGNATURES ......................................................................................................16
</TABLE>
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 Six months ended
---------------------------------- -----------------------------------
July 31, June 30, July 31, June 30,
2000 1999 2000 1999
--------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Revenue:
Product sales $ 31,728 $ 21,776 $ 59,040 $ 42,588
Service fees 12,613 8,716 23,908 17,149
--------------- --------------- --------------- ----------------
Total revenue 44,341 30,492 82,948 59,737
--------------- --------------- --------------- ----------------
Cost of revenue:
Cost of product sales 12,844 8,486 24,407 16,661
Cost of service fees 7,406 4,752 14,118 9,567
--------------- --------------- --------------- ----------------
Total cost of revenue 20,250 13,238 38,525 26,228
--------------- --------------- --------------- ----------------
Gross profit 24,091 17,254 44,423 33,509
--------------- --------------- --------------- ----------------
Operating expenses:
Sales and marketing 10,410 9,070 20,051 17,238
Engineering and development 5,764 4,468 11,475 8,838
General and administrative 2,216 1,749 4,309 3,467
--------------- --------------- --------------- ----------------
Total operating expenses 18,390 15,287 35,835 29,543
--------------- --------------- --------------- ----------------
Income from operations 5,701 1,967 8,588 3,966
--------------- --------------- --------------- ----------------
Other income (expense):
Interest income 393 125 667 226
Interest expense (87) (56) (175) (102)
Other, net (102) (136) (271) (232)
--------------- --------------- --------------- ----------------
Other income (expense) 204 (67) 221 (108)
--------------- --------------- --------------- ----------------
Income from continuing operations
before income taxes 5,905 1,900 8,809 3,858
Provision for income taxes 1,949 646 2,907 1,312
--------------- --------------- --------------- ----------------
Income from continuing operations $ 3,956 $ 1,254 $ 5,902 $ 2,546
--------------- --------------- --------------- ----------------
Income (loss) from discontinued
operations, net of tax (1,903) 532 (2,019) 1,937
--------------- --------------- --------------- ----------------
Net income $ 2,053 $ 1,786 $ 3,883 $ 4,483
=============== =============== =============== ================
Basic income (loss) per share:
------------------------------
Continuing operations $ .16 $ .05 $ .25 $ .11
=============== =============== =============== ================
Discontinued operations $ (.08) $ .02 $ (.08) $ .09
=============== =============== =============== ================
Net income $ .09 $ .08 $ .16 $ .20
=============== =============== =============== ================
Shares 24,102 23,062 24,020 22,773
=============== =============== =============== ================
Diluted income (loss) per share:
--------------------------------
Continuing operations $ .15 $ .05 $ .23 $ .10
=============== =============== =============== ================
Discontinued operations $ (.07) $ .02 $ (.08) $ .08
=============== =============== =============== ================
Net income $ .08 $ .07 $ .15 $ .17
=============== =============== =============== ================
Shares 25,925 26,226 26,152 25,649
=============== =============== =============== ================
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
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COMPUTER NETWORK TECHNOLOGY CORPORATION
COSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
July 31, December 31,
2000 1999
------------------ -------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 18,191 $ 16,184
Marketable securities 11,389 10,711
Receivables, net 33,977 29,517
Inventories 18,389 14,425
Net current assets of
discontinued operations 1,910 5,089
Deferred tax asset 3,415 3,415
Other current assets 2,656 1,776
------------------ ------------------
Total current assets 89,927 81,117
Property and equipment, net 23,001 17,529
Field support spares, net 3,939 3,879
Deferred tax asset 2,070 2,070
Goodwill and other intangibles, net 1,015 1,222
Net non-current assets
of discontinued operations 3,659 4,645
Other assets 787 192
------------------ ------------------
$ 124,398 $ 110,654
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 11,474 $ 11,408
Accrued liabilities 15,817 10,010
Deferred revenue 12,573 8,296
Current installments of obligations under capital lease 1,279 688
------------------ ------------------
Total current liabilities 41,143 30,402
Obligations under capital lease, less current installments 2,366 1,780
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Total liabilities 43,509 32,182
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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
24,151 at July 31, 2000 and
23,792 at December 31, 1999 242 238
Additional paid-in capital 71,554 68,927
Unearned compensation (924) (838)
Retained earnings 11,054 10,796
Accumulated other comprehensive income-
Foreign currency translation (1,037) (651)
------------------ ------------------
Total shareholders' equity 80,889 78,472
------------------ ------------------
$ 124,398 $ 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>
Six months ended
----------------------------------------------
July 31, June 30,
2000 1999
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 3,883 $ 4,483
Discontinued operations 2,019 (1,937)
Depreciation and amortization 5,216 4,370
Compensation expense 25 106
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Receivables (5,197) 2,233
Inventories 341 2,559
Other current assets (875) (769)
Accounts payable 2,217 980
Accrued liabilities 9,685 (1,862)
Deferred revenue 2,653 2,229
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Net cash provided by continuing operations 19,967 12,392
Net cash provided by (used in) discontinued operations 613 (1,887)
------------------- -------------------
Cash provided by operating activities 20,580 10,505
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INVESTING ACTIVITIES:
Additions to property and equipment (7,500) (4,249)
Additions to field support spares (847) (1,089)
Discontinued operations-additions to long term assets (110) (91)
Net purchase and redemption of marketable securities (2,748) (97)
Other (599) 89
------------------- -------------------
Cash used in investing activities (11,804) (5,437)
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FINANCING ACTIVITIES:
Repayment of obligations under capital lease (549) (69)
Repayment of long-term debt - (1,000)
Proceeds from issuance of common stock 2,235 6,218
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Cash provided by financing activities 1,686 5,149
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Effects of exchange rate changes (245) (341)
------------------- -------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 10,217 9,876
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 7,974 11,786
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CASH AND CASH EQUIVALENTS - END OF PERIOD $ 18,191 $ 21,662
=================== ===================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
5
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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 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 disposition 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 Six months Ended
--------------------------------- ---------------------------------
July 31, June 30, July 31, June 30,
2000 1999 2000 1999
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Revenue........................................... $ 3,400 $ 7,364 $ 8,065 $ 15,032
============= ============== ============= ==============
Income (loss) before income taxes................. $ (2,841) $ 804 $ (3,014) $ 2,934
Provision (benefit) for income taxes.............. (938) 272 (995) 997
------------- -------------- ------------- --------------
Net income (loss) from discontinued operations.... $ (1,903) $ 532 $ (2,019) $ 1,937
============= ============== ============= ==============
</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>
July 31, December 31,
2000 1999
------------- --------------
<S> <C> <C>
Receivables, net.................................. $ 4,633 $ 7,330
Other current assets.............................. 1,379 1,775
Goodwill and other intangibles, net............... 1,791 2,205
Other long-term assets............................ 1,869 2,440
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Total assets................................. 9,672 13,750
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Debt.............................................. -- 1,000
All other liabilities............................. 4,103 3,016
------------- --------------
Net assets of discontinued operations........ $ 5,569 $ 9,734
============= ==============
</TABLE>
Two employees, who were former shareholders of IntelliFrame, 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.
During the six months ended July 31, 2000 and June 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) INVENTORIES
Inventories, stated at the lower of cost (first-in, first-out method) or market,
consist of:
<TABLE>
<CAPTION>
July 31, December 31,
2000 1999
---------------- -------------------
<S> <C> <C>
Components and subassemblies $ 11,486 $ 8,661
Work in process 3,301 3,109
Finished goods 3,602 2,655
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$ 18,389 $ 14,425
================ ===================
</TABLE>
(5) COMPREHENSIVE INCOME
Comprehensive income consists of the following:
<TABLE>
<CAPTION>
Six months ended
-------------------------------------------
July 31, June 30,
2000 1999
---------------- -------------------
<S> <C> <C>
Net income $ 3,883 $ 4,483
Foreign currency translation adjustment, net of tax
effect of $0 (435) (341)
---------------- -------------------
Total comprehensive income $ 3,448 $ 4,142
================ ===================
</TABLE>
(6) 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.
6
<PAGE> 7
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 second quarter and first half
of 2000 represent the three and six months ended July 31, 2000. References in
this Form 10-Q to the second quarter and first half of 1999 represent the three
and six months ended June 30, 1999. We have not submitted financial information
for the three and six months ended July 31, 1999 in this Form 10-Q because the
information is not practical or cost beneficial to prepare. We believe that the
three and six months ended June 30, 1999 provide a meaningful comparison to the
second quarter and first half 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 six months ended July 31,
1999 were presented in lieu of results for the three and six months ended June
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. 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.
7
<PAGE> 8
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 Six Months Ended
----------------------------- ------------------------------
July 31, 2000 June 30, 1999 July 31, 2000 June 30, 1999
------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue:
Product sales........................... 71.6% 71.4% 71.2% 71.3%
Service fees............................ 28.4 28.6 28.8 28.7
----- ----- ----- -----
Total revenue................... 100.0 100.0 100.0 100.0
----- ----- ----- -----
Gross profit:
Product sales........................... 59.6 61.0 58.7 60.9
Service fees............................ 41.3 45.5 40.9 44.2
----- ----- ----- -----
Total gross profit.............. 54.3 56.6 53.6 56.1
----- ----- ----- -----
Operating expenses:
Sales and marketing..................... 23.5 29.7 24.2 28.9
Engineering and development............. 13.0 14.7 13.8 14.8
General and administrative.............. 5.0 5.7 5.2 5.8
----- ----- ----- -----
Total operating expenses........ 41.5 50.1 43.2 49.5
----- ----- ----- -----
Income (loss) from operations............. 12.8 6.5 10.4 6.6
Other income (expense), net............... .5 (.2) .3 (.2)
----- ----- ----- -----
Income from continuing operations before
income taxes............................ 13.3 6.3 10.7 6.4
Provision for income taxes................ 4.4 2.1 3.5 2.2
----- ----- ----- -----
Income from continuing operations......... 8.9 4.2 7.2 4.2
----- ----- ----- -----
Income (loss) from discontinued
operations, net of tax.................. (4.3) 1.7 (2.4) 3.2
----- ----- ----- -----
Net income ............................... 4.6% 5.9% 4.8% 7.4%
===== ===== ===== =====
</TABLE>
8
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Revenue
Revenue from product sales for the second quarter and first half of 2000
totaled $31.7 million and $59.0 million, respectively, increases of 46 percent
and 39 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 second quarter and
first half of 2000 totaled $21.9 million and $37.5 million, respectively,
increases of 61 percent and 47 percent, respectively, when compared to the same
periods of 1999. Sales of channel extension product applications for the second
quarter and first half of 2000 totaled $9.8 million and $21.6 million,
respectively, increases of 21 percent and 26 percent, respectively, when
compared to the same periods of 1999.
During the fourth quarter of 1999, we introduced the first product for
remote disk mirroring over standard IP-based networks. During the second quarter
and first half of 2000 we recorded $1.9 million and $2.4 million, respectively,
of IP-related product revenue. Our partner relationships with STK and Compaq
have also generated significant product revenue. During the second quarter and
first half of 2000, sales of the DXE product to STK contributed $2.7 million and
$5.3 million of product revenue, respectively. Our OEM relationship with Compaq
contributed $1.6 million and $2.1 million of product revenue in the second
quarter and first half of 2000, respectively.
Service revenue for the second quarter and first half of 2000 totaled $12.6
and $23.9 million, respectively, increases of 45 percent and 39 percent
respectively, when compared to the same periods of 1999. Professional service
revenue for the second quarter and first half of 2000 totaled $2.3 million and
$4.1 million, respectively, increases of 133 percent and 88 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.
General
Revenue generated from the sale of products and services outside the United
States for the six months ended July 31, 2000 totaled $21.7 million, a decrease
of 1% when compared to the same period of 1999.
No single customer accounted for more than 10% of our revenue during the
first half of 2000 or 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 in the first half of 2000 or 1999.
During the six months ended July 31, 2000, approximately 26%, 4% and 8% 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.
9
<PAGE> 10
Gross Profit Margin
Gross profit margin from the sale of products for the second quarter and
first half of 2000 was 60 percent and 59 percent, respectively, compared to 61
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 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 second quarter and first half of
2000 was 41 percent, compared to 46 and 44 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 second quarter and first half of 2000
increased by $1.3 million and $2.8 million, respectively, or 15 percent and 16
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 second quarter and first half of
2000 increased by $1.3 million and $2.6 million, respectively, or 29 percent and
30 percent, respectively, when compared to the same periods of 1999. The
increases were primarily due to continued development of our UltraNet family of
products that provide customers with additional applications to satisfy their
growing SAN capabilities. During the first half of 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 second quarter and first half of
2000 increased by $467,000 and $842,000, respectively, increases of 27 percent
and 24 percent, respectively, when compared to the same periods of 1999. The
increases were due to higher costs for wages, insurance and professional fees.
10
<PAGE> 11
Other
Other income for the second quarter and first half of 2000 increased by
$271,000 and $329,000, 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 recorded a provision for income taxes for the second quarter and first
half of 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 in the second quarter and first
half of 2000 of $1.9 million and $2.0 million, respectively, compared to income
after income taxes in the second quarter and first half of 1999 of $532,000 and
$1.9 million, respectively. The decrease in profitability is primarily
attributed to a 64 percent and 69 percent decline in revenue from sales of
server gateways and tools products in the second quarter and first half of 2000
to $1.1 million and $2.1 million, respectively, from $3.1 million and $6.9
million, respectively, in the same periods of 1999. In addition, maintenance
revenue from our traditional server gateways and tools products declined in the
first half of 2000 to $1.8 million, from $2.7 million in the first half of 1999,
due to a drop off in the installed base of customers using our traditional
server gateways and tools products.
Discontinued Operations -- Acquisitions
On December 3, 1998, we acquired, for $2.0 million, all of the outstanding
stock of IntelliFrame, 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 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.
11
<PAGE> 12
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 July 31, 2000 totaled
$29.6 million, an increase of $13.0 million since January 31, 2000. Operations
and proceeds from the exercise of stock options provided cash for the first half
of 2000 of $20.6 million and $2.2 million, respectively. Uses of cash for the
first half of 2000 included the purchase of property and equipment and field
support spares totaling $8.3 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 2000.
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 summarizes certain of the
SEC staff's view in applying generally 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 January 31, 2001.
12
<PAGE> 13
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 July 31, 2000, our marketable securities included a $582,000 investment
in a Standard and Poors 500 stock price index fund and a $104,000 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 July 31, 2000, we have
hedged a portion of our risk by purchasing forward exchange contracts for 1.2
million 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;
- 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;
- 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; (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.
13
<PAGE> 14
PART II. OTHER INFORMATION
Item 1-3. None
Item 4. Submission of matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held on May 25, 2000
(b) Elected as Directors of the Company:
Thomas G. Hudson
Erwin A. Kelen
Lawrence Perlman
John A. Rollwagen
Patrick W. Gross
(c) Matters voted upon
<TABLE>
<CAPTION>
Affirmative Negative Abstain Broker
Votes Votes Votes Non-Votes
----- ----- ----- ---------
<S> <C> <C> <C> <C>
1. Election of Directors
Thomas G. Hudson 20,448,040 790,725 - -
Patrick W. Gross 20,441,149 797,725 - -
Lawrence Perlman 20,445,133 793,632 - -
John A. Rollwagen 20,450,090 788,675 - -
Erwin A. Kelen 20,446,633 792,132 - -
2. To approve the adoption of the
The RealLegacy.com Inc. 2000
Officer and Director Stock
Aware Plan 7,669,147 4,574,442 108,274 -
3. To ratify and approve the
appointment of KPMG LLP
as independent auditors for
the fiscal year ending
January 31, 2001 21,162,564 51,386 33,865 -
</TABLE>
14
<PAGE> 15
Item 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. 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 Chase Mellon
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.)
4.2 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
No reports on Form 8-K were filed during the quarter ended
July 31, 2000.
15
<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: September 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)
16
<PAGE> 17
EXHIBIT INDEX
Item Description
---- -----------
3A. Second Restated Articles of Incorporation of the Company. (Incorporated by
reference to Exhibit 3(i)-1 and 3(i)-2 to current report on Form 8-K
dated May 25, 1999.)
3B. 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 Chase Mellon 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.)
4.2 Form of Common Stock Certificate. (Incorporated by reference to Exhibit
4.2 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
