EXHIBIT 99

NEWS RELEASE
For Immediate Release
CNT REPORTS SECOND QUARTER RESULTS
Results In Line with Previously Released Expectations
MINNEAPOLIS, MN. August 17, 2004 —CNT (NASDAQ: CMNT), the global expert in storage networking solutions, today reported financial results for the second quarter ended July 31, 2004. Second quarter revenue totaled $77.2 million, compared to $94.9 million in the second quarter of 2003. Revenue and operating results for the second quarter and six months of 2004 and 2003 include the acquisition of Inrange Technologies on May 5, 2003.
On the basis of generally accepted accounting principles (GAAP), the company reported a net loss for the second quarter of 2004 of $12.1 million, or $.44 per share, compared to a net loss of $25.8 million, or $.96 per share, in the second quarter of 2003. On a pro forma basis, the company reported a net loss of $5.5 million, or $.20 per share, in the second quarter, compared to a net profit of $863,000, or $.03 per share, in the year-ago quarter. Pro forma results for the second quarter of 2004 and 2003 exclude $1.7 million of intangibles amortization related to our acquisition of Inrange, and losses from discontinued operations in 2004 and 2003 of $370,000 and $437,000, respectively. Pro forma results for the second quarter of 2004 exclude a $331,000 restructuring charge and stock compensation expenses of $507,000. Pro forma results for the second quarter of 2003 exclude a $19.7 million charge for purchased in-process research and development and $5.0 million of integration charges related to our acquisition of Inrange. Pro forma net results for the second quarter of 2004 and 2003 include income taxes at a 34% effective rate, compared to GAAP tax rates for the second quarter of 2004 and 2003 of a negative 8% and a negative 1%, respectively. A reconciliation of GAAP to pro forma results for the second quarter and first six months of 2004 and 2003 can be found in the attached schedules.
CNT Corporation
6000 Nathan Lane North Minneapolis, Minnesota 55442
Tel: U.S. 800-638-8324 International 763-268-6000 Fax: 763-268-6800
“Our results for the second quarter of 2004 were very disappointing, as noted in our August 5th, 2004 second quarter earnings guidance release. In response to industry and company trends, we have quickly realigned our resources around key CNT offerings, including the UltraNet Multi-Service Director (UMD), and have adjusted our expense levels to reflect the current outlook for our markets. These adjustments have reduced our anticipated level of quarterly expenses by approximately $7.5 million. Included in the expense actions is a reduction in workforce of approximately 220 employees and consultants, along with a reduction in other discretionary expenses. While painful, the employee lay-offs were a necessary reaction to changing conditions in our markets. Taking these actions will also allow us to bring on additional resources in the future for the UMD,” commented Tom Hudson, CNT’s President, Chairman, and CEO.
“We anticipate that our third quarter results will include a restructuring charge related to our expense reduction actions of approximately $3.5-$4.5 million, primarily for severance and facility closures. We may also incur an additional charge in the third quarter for impairment of goodwill and other long-lived assets” added Greg Barnum, CNT’s vice president of finance and CFO.
Conference Call Information
CNT will conduct a webcast and conference call for analysts and investors beginning at 4:30 pm Central Daylight Time, 5:30 pm Eastern Daylight Time on August 17, 2004. The webcast is available through CNT’s web site at http://www.cnt.com/cnt/financials/. To participate via telephone, dial 212-896-6169 and ask for the CNT Second Quarter Earnings Call. A one-week webcast replay will be available at http://www.cnt.com/cnt/financials/. A two-day telephone replay will be available at 800-633-8284 or 402-977-9140; enter 21204873# at the reservation number prompt.
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About CNT
CNT is the expert in today’s most cost-effective and reliable storage networking solutions. For over 20 years, businesses around the world have depended on us to improve business efficiency, increase data availability and manage their business-critical information. CNT applies its technology, products and expertise in open storage networking architecture and business continuity to help companies build end-to-end solutions consisting of analysis, planning and design, multi-vendor integration, implementation and ongoing remote management of the SAN or storage infrastructure. For more information, visit CNT’s web site at http://www.cnt.com or call 763-268-6000.
All brand names and product names are trademarks or registered trademarks of their respective companies.
| | |
For Additional Information, Contact: | | |
Greg Barnum, VP of finance & CFO | | Jennifer Weidauer, CNT Public Relations |
763-268-6110; greg_barnum@cnt.com | | 763-268-8367; jennifer_weidauer@cnt.com |
Certain statements in this press release and in documents we have filed with the Securities and Exchange Commission, and oral statements made by or with the approval of our executive officers contain “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements about our anticipated receipt of orders and their impact on quarterly sales, business strategy, expectations regarding future revenue levels, 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, and other plans, objectives, expectations and intentions that are not historical fact.
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. These forward-looking statements involve risks and uncertainties. Actual results could differ materially from those expressed or implied by these forward-looking statements as a result of certain risk factors, including but not limited to (i) competitive factors, including pricing pressures, (ii) variability in quarterly sales, (iii) economic trends in various geographic markets, including changes in IT spending levels; (iv) relationships with our strategic partners; (v) unanticipated risks associated with introducing new products and features; (vi) technological change affecting our products (vii) adverse judgments in present and future litigation; (viii) our ability to maintain market acceptance of our products; (ix) our ability to anticipate end user needs; (x) dependence on sole source and limited source suppliers (xi) our ability to retain and attract key personnel; (xii) the existence of undetected errors in our products; (xiii) our ability to protect our intellectual property and defend against infringement claims; (xiv) variability in gross profit caused by sales mix and other factors (xv) receipt of anticipated orders; (xvi) actual expenses meeting anticipated levels; (xvii) the timing or amount of any restructuring or goodwill impairment charge, and (xviii) other events and other important factors disclosed previously and from time to time in our filings with the U.S. Securities and Exchange Commission. 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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CNT
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | Three months ended
| | Six months ended
|
| | July 31, | | July 31, |
| | 2004
| | 2003
| | 2004
| | 2003
|
Revenue: | | | | | | | | | | | | | | | | |
Product sales | | $ | 44,564 | | | $ | 63,489 | | | $ | 108,239 | | | $ | 97,893 | |
Service fees | | | 32,600 | | | | 31,390 | | | | 65,162 | | | | 49,316 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 77,164 | | | | 94,879 | | | | 173,401 | | | | 147,209 | |
| | | | | | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | | | | | |
Cost of product sales | | | 26,145 | | | | 39,244 | | | | 64,327 | | | | 60,878 | |
Cost of service fees | | | 19,063 | | | | 18,400 | | | | 39,818 | | | | 28,486 | |
| | | | | | | | | | | | | | | | |
Total cost of revenue | | | 45,208 | | | | 57,644 | | | | 104,145 | | | | 89,364 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 31,956 | | | | 37,235 | | | | 69,256 | | | | 57,845 | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Sales and marketing | | | 23,570 | | | | 24,616 | | | | 47,296 | | | | 38,822 | |
Engineering and development | | | 13,901 | | | | 12,025 | | | | 27,058 | | | | 17,945 | |
General and administrative | | | 4,593 | | | | 5,266 | | | | 8,095 | | | | 7,822 | |
In-process research and development charge | | | — | | | | 19,706 | | | | — | | | | 19,706 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 42,064 | | | | 61,613 | | | | 82,449 | | | | 84,295 | |
| | | | | | | | | | | | | | | | |
Loss from operations | | | (10,108 | ) | | | (24,378 | ) | | | (13,193 | ) | | | (26,450 | ) |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Net gain on sale of marketable securities | | | — | | | | — | | | | — | | | | 747 | |
Other, net | | | (748 | ) | | | (719 | ) | | | (1,570 | ) | | | (766 | ) |
| | | | | | | | | | | | | | | | |
Other income (expense), net | | | (748 | ) | | | (719 | ) | | | (1,570 | ) | | | (19 | ) |
| | | | | | | | | | | | | | | | |
Loss before income taxes | | | (10,856 | ) | | | (25,097 | ) | | | (14,763 | ) | | | (26,469 | ) |
| | | | | | | | | | | | | | | | |
Provision for income taxes | | | 913 | | | | 288 | | | | 1,188 | | | | 998 | |
| | | | | | | | | | | | | | | | |
Loss from continuing operations | | | (11,769 | ) | | | (25,385 | ) | | | (15,951 | ) | | | (27,467 | ) |
| | | | | | | | | | | | | | | | |
Discontinued operations, net of tax | | | (370 | ) | | | (437 | ) | | | (714 | ) | | | (437 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (12,139 | ) | | $ | (25,822 | ) | | $ | (16,665 | ) | | $ | (27,904 | ) |
| | | | | | | | | | | | | | | | |
Basic & diluted loss per share: | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.42 | ) | | $ | (0.94 | ) | | $ | (0.58 | ) | | $ | (1.02 | ) |
| | | | | | | | | | | | | | | | |
Discontinued operations | | $ | (0.01 | ) | | $ | (0.02 | ) | | $ | (0.03 | ) | | $ | (0.02 | ) |
| | | | | | | | | | | | | | | | |
Net loss | | $ | (0.44 | ) | | $ | (0.96 | ) | | $ | (0.60 | ) | | $ | (1.03 | ) |
| | | | | | | | | | | | | | | | |
Shares | | | 27,768 | | | | 26,979 | | | | 27,685 | | | | 26,973 | |
| | | | | | | | | | | | | | | | |
CNT
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| | | | | | | | |
| | July 31, | | |
| | 2004 | | January 31, |
| | (unaudited)
| | 2004
|
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | 59,768 | | | $ | 75,267 | |
Marketable securities | | | 11,730 | | | | 2,219 | |
Receivables, net | | | 75,086 | | | | 99,815 | |
Inventories | | | 45,785 | | | | 29,976 | |
Other current assets | | | 5,123 | | | | 4,400 | |
| | | | | | | | |
Total current assets | | | 197,492 | | | | 211,677 | |
| | | | | | | | |
Property and equipment, net | | | 43,738 | | | | 40,313 | |
Field support spares, net | | | 12,372 | | | | 11,951 | |
Goodwill | | | 105,086 | | | | 105,203 | |
Other intangibles, net | | | 29,743 | | | | 33,225 | |
Deferred tax asset | | | 285 | | | | 872 | |
Other assets | | | 14,105 | | | | 9,140 | |
| | | | | | | | |
| | $ | 402,821 | | | $ | 412,381 | |
| | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | |
|
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 47,063 | | | $ | 47,696 | |
Accrued liabilities | | | 35,986 | | | | 43,733 | |
Customer deposits | | | 13,662 | | | | — | |
Deferred revenue | | | 44,532 | | | | 47,058 | |
Current installments of obligations under capital lease | | | 2,670 | | | | 1,619 | |
| | | | | | | | |
Total current liabilities | | | 143,913 | | | | 140,106 | |
| | | | | | | | |
Convertible subordinated debt | | | 125,000 | | | | 125,000 | |
Obligations under capital lease, less current installments | | | 6,439 | | | | 4,468 | |
| | | | | | | | |
Total liabilities | | | 275,352 | | | | 269,574 | |
| | | | | | | | |
Shareholders’ equity: | | | | | | | | |
Preferred Stock | | | — | | | | — | |
Common stock, $.01 par value; authorized 100,000 shares, issued and outstanding 27,921 at July 31, 2004 and 27,501 at January 31, 2004 | | | 279 | | | | 275 | |
Additional paid-in capital | | | 191,085 | | | | 187,652 | |
Unearned compensation | | | (1,754 | ) | | | (319 | ) |
Accumulated deficit | | | (63,664 | ) | | | (46,999 | ) |
Accumulated other comprehensive income | | | 1,523 | | | | 2,198 | |
| | | | | | | | |
Total shareholders’ equity | | | 127,469 | | | | 142,807 | |
| | | | | | | | |
| | $ | 402,821 | | | $ | 412,381 | |
| | | | | | | | |
CNT
CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | |
| | Three months ended
| | Six months ended
|
| | July 31, | | July 31, |
| | 2004
| | 2003
| | 2004
| | 2003
|
Revenue: | | | | | | | | | | | | | | | | |
Product sales | | $ | 44,564 | | | $ | 63,489 | | | $ | 108,239 | | | $ | 97,893 | |
Service fees | | | 32,600 | | | | 31,390 | | | | 65,162 | | | | 49,316 | |
| | | | | | | | | | | | | | | | |
Total revenue | | | 77,164 | | | | 94,879 | | | | 173,401 | | | | 147,209 | |
| | | | | | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | | | | | |
Cost of product sales | | | 25,090 | | | | 35,966 | | | | 62,217 | | | | 57,600 | |
Cost of service fees | | | 19,006 | | | | 18,276 | | | | 39,761 | | | | 28,231 | |
| | | | | | | | | | | | | | | | |
Total cost of revenue | | | 44,096 | | | | 54,242 | | | | 101,978 | | | | 85,831 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 33,068 | | | | 40,637 | | | | 71,423 | | | | 61,378 | |
| | | | | | | | | | | | | | | | |
Operating Expenses: | | | | | | | | | | | | | | | | |
Sales and marketing | | | 22,595 | | | | 22,808 | | | | 45,713 | | | | 36,856 | |
Engineering and development | | | 13,829 | | | | 11,682 | | | | 26,986 | | | | 17,602 | |
General and administrative | | | 4,251 | | | | 4,121 | | | | 7,753 | | | | 6,654 | |
| | | | | | | | | | | | | | | | |
Total operating expenses | | | 40,675 | | | | 38,611 | | | | 80,452 | | | | 61,112 | |
| | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (7,607 | ) | | | 2,026 | | | | (9,029 | ) | | | 266 | |
| | | | | | | | | | | | | | | | |
Other income (expense), net | | | (748 | ) | | | (719 | ) | | | (1,570 | ) | | | (19 | ) |
| | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (8,355 | ) | | | 1,307 | | | | (10,599 | ) | | | 247 | |
| | | | | | | | | | | | | | | | |
Provision (benefit) for income taxes | | | (2,841 | ) | | | 444 | | | | (3,604 | ) | | | 84 | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (5,514 | ) | | $ | 863 | | | $ | (6,995 | ) | | $ | 163 | |
| | | | | | | | | | | | | | | | |
Basic income (loss) per share: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (0.20 | ) | | | 0.03 | | | $ | (0.25 | ) | | $ | 0.01 | |
| | | | | | | | | | | | | | | | |
Shares | | | 27,768 | | | | 26,979 | | | | 27,685 | | | | 26,973 | |
| | | | | | | | | | | | | | | | |
Diluted income (loss) per share: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (0.20 | ) | | $ | 0.03 | | | $ | (0.25 | ) | | $ | 0.01 | |
| | | | | | | | | | | | | | | | |
Shares | | | 27,768 | | | | 27,857 | | | | 27,685 | | | | 27,765 | |
| | | | | | | | | | | | | | | | |
CNT
CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Three months ended |
| | July 31, 2004
| | July 31, 2003
|
| | | | | | Pro Forma | | | | | | | | | | Pro Forma | | |
| | As Reported
| | Adjustments
| | Pro forma
| | As Reported
| | Adjustments
| | Pro forma
|
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
Product sales | | $ | 44,564 | | | $ | — | | | $ | 44,564 | | | $ | 63,489 | | | $ | — | | | $ | 63,489 | |
Service fees | | | 32,600 | | | | — | | | | 32,600 | | | | 31,390 | | | | — | | | | 31,390 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | | 77,164 | | | | — | | | | 77,164 | | | | 94,879 | | | | — | | | | 94,879 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of product sales | | | 26,145 | (1) | | | (1,055 | ) | | | 25,090 | | | | 39,244 | (6) | | | (3,278 | ) | | | 35,966 | |
Cost of service fees | | | 19,063 | (2) | | | (57 | ) | | | 19,006 | | | | 18,400 | (8) | | | (124 | ) | | | 18,276 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total cost of revenue | | | 45,208 | | | | (1,112 | ) | | | 44,096 | | | | 57,644 | | | | (3,402 | ) | | | 54,242 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 31,956 | | | | 1,112 | | | | 33,068 | | | | 37,235 | | | | 3,402 | | | | 40,637 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing | | | 23,570 | (3) | | | (975 | ) | | | 22,595 | | | | 24,616 | (9) | | | (1,808 | ) | | | 22,808 | |
Engineering and development | | | 13,901 | (2) | | | (72 | ) | | | 13,829 | | | | 12,025 | (8) | | | (343 | ) | | | 11,682 | |
General and administrative | | | 4,593 | (2) | | | (342 | ) | | | 4,251 | | | | 5,266 | (8) | | | (1,145 | ) | | | 4,121 | |
In-process research and development charge | | | — | | | | — | | | | — | | | | 19,706 | (4) | | | (19,706 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 42,064 | | | | (1,389 | ) | | | 40,675 | | | | 61,613 | | | | (23,002 | ) | | | 38,611 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (10,108 | ) | | | 2,501 | | | | (7,607 | ) | | | (24,378 | ) | | | 26,404 | | | | 2,026 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other income (expense), net | | | (748 | ) | | | — | | | | (748 | ) | | | (719 | ) | | | — | | | | (719 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (10,856 | ) | | | 2,501 | | | | (8,355 | ) | | | (25,097 | ) | | | 26,404 | | | | 1,307 | |
|
Provision (benefit) for income taxes | | | 913 | (5) | | | (3,754 | ) | | | (2,841 | ) | | | 288 | (5) | | | 156 | | | | 444 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (11,769 | ) | | | 6,255 | | | | (5,514 | ) | | | (25,385 | ) | | | 26,248 | | | | 863 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations, net of tax | | | (370) | (7) | | | 370 | | | | — | | | | (437 | ) (7) | | | 437 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (12,139 | ) | | $ | 6,625 | | | $ | (5,514 | ) | | $ | (25,822 | ) | | $ | 26,685 | | | $ | 863 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic income (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.42 | ) | | $ | 0.23 | | | $ | (0.20 | ) | | $ | (0.94 | ) | | $ | 0.97 | | | $ | 0.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations | | $ | (0.01 | ) | | $ | 0.01 | | | $ | — | | | $ | (0.02 | ) | | $ | 0.02 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (0.44 | ) | | $ | 0.24 | | | $ | (0.20 | ) | | $ | (0.96 | ) | | $ | 0.99 | | | $ | 0.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | 27,768 | | | | 27,768 | | | | 27,768 | | | | 26,979 | | | | 26,979 | | | | 26,979 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted income (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.42 | ) | | $ | 0.23 | | | $ | (0.20 | ) | | $ | (0.94 | ) | | $ | 0.97 | | | $ | 0.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations | | $ | (0.01 | ) | | $ | 0.01 | | | $ | — | | | $ | (0.02 | ) | | $ | 0.02 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (0.44 | ) | | $ | 0.24 | | | $ | (0.20 | ) | | $ | (0.96 | ) | | $ | 0.99 | | | $ | 0.03 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | 27,768 | | | | 27,768 | | | | 27,768 | | | | 26,979 | | | | 26,979 | | | | 27,857 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | | Amortization expense related to the developed technology from the Inrange acquisition |
|
(2) | | Non-cash stock compensation expense |
|
(3) | | Amortization expense related to the customer list and trademarks from the Inrange acquisition of $608, severance related to restructuring of $331, and non-cash stock compensation expense of $36. |
|
(4) | | In-process research and development charge related to the Inrange acquisition. |
|
(5) | | Reflects income tax expense at a 34% effective rate. |
|
(6) | | Write-down of inventory resulting from integration of CNT and Inrange product offerings of $1,607, amortization expense related to developed technology from Inrange of $1,055, plus Inrange integration expenses of $616, primarily severance. |
|
(7) | | Discontinued operations — ERP consulting practice |
|
(8) | | Integration costs related to the Inrange acquisition, primarily wages and severance. |
|
(9) | | Amortization expense related to the customer list and trademarks from the Inrange acquisition of $608, plus integration costs related to the Inrange acquistion of $1,200, primarily wages and severance. |
CNT
CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended | | Six months ended |
| | July 31, 2004
| | July 31, 2003
|
| | | | | | Pro Forma | | | | | | | | | | Pro Forma | | |
| | As Reported
| | Adjustments
| | Pro forma
| | As Reported
| | Adjustments
| | Pro forma
|
Revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
Product sales | | $ | 108,239 | | | $ | — | | | $ | 108,239 | | | $ | 97,893 | | | $ | — | | | $ | 97,893 | |
Service fees | | | 65,162 | | | | — | | | | 65,162 | | | | 49,316 | | | | — | | | | 49,316 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | | 173,401 | | | | — | | | | 173,401 | | | | 147,209 | | | | — | | | | 147,209 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue: | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of product sales | | | 64,327 | (1) | | | (2,110 | ) | | | 62,217 | | | | 60,878 | (6) | | | (3,278 | ) | | | 57,600 | |
Cost of service fees | | | 39,818 | (2) | | | (57 | ) | | | 39,761 | | | | 28,486 | (8) | | | (255 | ) | | | 28,231 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total cost of revenue | | | 104,145 | | | | (2,167 | ) | | | 101,978 | | | | 89,364 | | | | (3,533 | ) | | | 85,831 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Gross profit | | | 69,256 | | | | 2,167 | | | | 71,423 | | | | 57,845 | | | | 3,533 | | | | 61,378 | |
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Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing | | | 47,296 | (3) | | | (1,583 | ) | | | 45,713 | | | | 38,822 | (9) | | | (1,966 | ) | | | 36,856 | |
Engineering and development | | | 27,058 | (2) | | | (72 | ) | | | 26,986 | | | | 17,945 | (10) | | | (343 | ) | | | 17,602 | |
General and administrative | | | 8,095 | (2) | | | (342 | ) | | | 7,753 | | | | 7,822 | (11) | | | (1,168 | ) | | | 6,654 | |
In-process research and development charge | | | — | | | | — | | | | — | | | | 19,706 | (4) | | | (19,706 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | 82,449 | | | | (1,997 | ) | | | 80,452 | | | | 84,295 | | | | (23,183 | ) | | | 61,112 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from operations | | | (13,193 | ) | | | 4,164 | | | | (9,029 | ) | | | (26,450 | ) | | | 26,716 | | | | 266 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Other income (expense), net | | | (1,570 | ) | | | — | | | | (1,570 | ) | | | (19 | ) | | | — | | | | (19 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) before income taxes | | | (14,763 | ) | | | 4,164 | | | | (10,599 | ) | | | (26,469 | ) | | | 26,716 | | | | 247 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Provision (benefit) for income taxes | | | 1,188 | (5) | | | (4,792 | ) | | | (3,604 | ) | | | 998 | (5) | | | (914 | ) | | | 84 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (15,951 | ) | | | 8,956 | | | | (6,995 | ) | | | (27,467 | ) | | | 27,630 | | | | 163 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations, net of tax | | | (714 | ) (7) | | | 714 | | | | — | | | | (437) | (7) | | | 437 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (16,665 | ) | | $ | 9,670 | | | $ | (6,995 | ) | | $ | (27,904 | ) | | $ | 28,067 | | | $ | 163 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic income (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.58 | ) | | $ | 0.32 | | | $ | (0.25 | ) | | $ | (1.02 | ) | | $ | 1.02 | | | $ | 0.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations | | $ | (0.03 | ) | | $ | 0.03 | | | $ | — | | | $ | (0.02 | ) | | $ | 0.02 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (0.60 | ) | | $ | 0.35 | | | $ | (0.25 | ) | | $ | (1.03 | ) | | $ | 1.04 | | | $ | 0.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | 27,685 | | | | 27,685 | | | | 27,685 | | | | 26,973 | | | | 26,973 | | | | 26,973 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted income (loss) per share: | | | | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (0.58 | ) | | $ | 0.32 | | | $ | (0.25 | ) | | $ | (1.02 | ) | | $ | 1.02 | | | $ | 0.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Discontinued operations | | $ | (0.03 | ) | | $ | 0.03 | | | $ | — | | | $ | (0.02 | ) | | $ | 0.02 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (0.60 | ) | | $ | 0.35 | | | $ | (0.25 | ) | | $ | (1.03 | ) | | $ | 1.04 | | | $ | 0.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shares | | | 27,685 | | | | 27,685 | | | | 27,685 | | | | 26,973 | | | | 26,973 | | | | 27,765 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | | Amortization expense related to the developed technology from the Inrange acquisition |
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(2) | | Non-cash stock compensation expense. |
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(3) | | Amortization expense related to the customer list and trademarks from the Inrange acquisition of $1,216, severance related to restructuring of $331, and non-cash stock compensation expense of $36. |
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(4) | | In-process research and development charge related to the Inrange acquisition. |
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(5) | | Reflects income tax expense at a 34% effective rate. |
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(6) | | Write-down of inventory resulting from integration of CNT and Inrange product offerings of $1,607, amortization expense related to developed technology from Inrange of $1,055, plus Inrange integration expenses of $616, primarily severance. |
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(7) | | Discontinued operations — ERP consulting practice |
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(8) | | Integration expense related to the Inrange acquisition of $124, primarily wages and severance, plus earn-out related to the Bi-Tech acquisition of $131. |
|
(9) | | Amortization expense related to the customer list and trademarks from the Inrange acquisition of $608, integration costs related to the Inrange acquistion of $1,200, primarily wages and severance, and earn-out related to the Bi-Tech acquisition of $158. |
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(10) | | Integration costs related to the Inrange acquisition, primarily wages and severance. |
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(11) | | Integration costs related to the Inrange acquistion, primarily wages and severance of $1,145, plus earn-out related to the Bi-Tech acquisition of $23. |