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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
APRIL 30, 2001 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
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(State of Incorporation) (I.R.S. Employer Identification No.)
6000 Nathan Lane North, Minneapolis, Minnesota 55442
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(Address of principal executive offices)(Zip Code)
Telephone Number: (763) 268-6000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes [X] No [ ]
As of June 11, 2001, the registrant had 29,722,341 shares of $.01 par value
common stock issued and outstanding.
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COMPUTER NETWORK TECHNOLOGY CORPORATION
INDEX
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Statements of Operations for the three months ended
April 30, 2001 and 2000.....................................................................3
Consolidated Balance Sheets as of April 30, 2001 and
January 31, 2001............................................................................4
Consolidated Statements of Cash Flows for the three months
ended April 30, 2001 and 2000...............................................................5
Notes to Consolidated Financial Statements ...................................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................................................8
PART II. OTHER INFORMATION ...........................................................................15
Item 1-5. None
Item 6. Exhibits and Reports on Form 8-K.............................................................15
SIGNATURES ....................................................................................................16
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Three months ended April 30,
----------------------------------
2001 2000
-------------- ---------------
Revenue:
Product sales $ 16,037 $ 27,312
Service fees 13,376 11,295
-------------- --------------
Total revenue 29,413 38,607
-------------- --------------
Cost of revenue:
Cost of product sales 9,461 11,563
Cost of service fees 9,487 6,712
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Total cost of revenue 18,948 18,275
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Gross profit 10,465 20,332
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Operating expenses:
Sales and marketing 10,895 9,610
Engineering and development 6,284 5,745
General and administrative 2,768 2,093
Restructuring charge 996 --
-------------- --------------
Total operating expenses 20,943 17,445
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Income (loss) from operations (10,478) 2,887
-------------- --------------
Other income (expense):
Interest income 1,976 274
Interest expense (68) (88)
Loss on sale and write-down of webMethods stock (10,283) --
Other (56) (169)
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Other income (expense) (8,431) 17
-------------- --------------
Income (loss) from continuing operations
before income taxes (18,909) 2,904
Provision (benefit)for income taxes (5,931) 958
-------------- --------------
Income (loss) from continuing operations $ (12,978) $ 1,946
-------------- --------------
Discontinued Operations
Loss from discontinued operations, net of tax -- (116)
Gain of $21,390 on sale of IntelliFrame,
(net of tax, $8,770) 12,620 --
Provision of $9,250 for losses until divesture
of Propelis Software, (net of tax $3,053) (6,197) --
-------------- --------------
6,423 (116)
-------------- --------------
Net income (loss) $ (6,555) $ 1,830
============== ==============
Basic income (loss) per share:
Continuing operations $ (.44) $ .08
============== ==============
Discontinued operations $ .22 $ .00
============== ==============
Net income (loss) $ (.22) $ .08
============== ==============
Shares 29,718 23,935
============== ==============
Diluted income (loss) per share:
Continuing operations $ (.44) $ .07
============== ==============
Discontinued operations $ .22 $ .00
============== ==============
Net income (loss) $ (.22) $ .07
============== ==============
Shares 29,718 26,358
============== ==============
See accompanying Notes to Consolidated Financial Statements
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
April 30, January 31,
2001 2001
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ASSETS
Current assets:
Cash and cash equivalents $ 23,581 $ 39,444
Marketable securities 101,846 111,033
Receivables, net 43,388 43,613
Inventories 35,375 22,447
Net current assets of
discontinued operations -- 5,430
Deferred tax asset 11,482 11,415
Other current assets 2,509 2,226
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Total current assets 218,181 235,608
-------------- ------------
Property and equipment, net 27,711 25,215
Field support spares, net 4,637 4,446
Deferred tax asset 2,454 --
Goodwill and other intangibles, net 14,979 1,200
Other assets 1,652 2,154
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$ 269,614 $ 268,623
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 24,785 $ 20,293
Accrued liabilities 15,443 15,780
Deferred revenue 16,899 15,498
Net current liabilities of
discontinued operations 2,596 --
Current installments of obligations under capital lease 1,404 1,421
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Total current liabilities 61,127 52,983
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Deferred tax liability -- 586
Obligations under capital lease, less current installments 1,619 1,952
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Total liabilities 62,746 55,521
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Shareholders' equity:
Undesignated preferred stock, authorized 965
shares; none issued and outstanding -- --
Series A Junior participating preferred stock,
authorized 40 shares,
none issued & outstanding -- --
Common stock, $.01 par value; authorized
100,000 shares, issued and outstanding
29,725 at April 30, 2001 and
29,656 at January 31, 2001 297 297
Additional paid-in capital 196,297 195,910
Unearned compensation (1,174) (1,304)
Retained earnings 12,610 19,165
Accumulated other comprehensive income-
Foreign currency translation (1,162) (966)
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Total shareholders' equity 206,868 213,102
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$ 269,614 $ 268,623
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See accompanying Notes to Consolidated Financial Statements.
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COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three months ended April 30
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2001 2000
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Operating Activities:
Net income (loss)............................................ $ (6,555) $ 1,830
Discontinued operations...................................... (6,423) 116
Depreciation and amortization................................ 2,487 2,288
Compensation expense......................................... 130 102
Loss on sale and write-down of webMethods stock 10,283 --
Changes in operating assets and liabilities:
Receivables............................................... 10,646 (2,841)
Inventories............................................... (8,482) 556
Other current assets...................................... 54 (809)
Accounts payable.......................................... (14,334) 4,633
Accrued liabilities....................................... (12,135) 5,040
Deferred revenue.......................................... 1,342 5,353
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Net cash provided by (used in) continuing
operations.............................................. (22,987) 16,268
Net cash provided by (used in)
discontinued operations................................. (1,224) 1,900
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Cash provided by (used in) operating
activities......................................... (24,211) 18,168
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Investing Activities:
Additions to property and equipment.......................... (1,576) (4,298)
Additions to field support spares............................ (758) (362)
Acquisition of Articulent, net of cash acquired.............. (11,132) --
Net proceeds from the sale of IntelliFrame................... 5,800 --
Proceeds from the sale of webMethods stock................... 6,281 --
Net purchase and redemption of marketable securities......... 9,278 (10,046)
Other assets................................................. 557 (100)
Discontinued operations -- additions to
long-term assets.......................................... -- (55)
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Cash provided by (used in) investing activities...... 8,450 (14,861)
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Financing Activities:
Proceeds from issuance of common stock....................... 387 1,367
Repayments of obligations under capital
leases.................................................... (350) (243)
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Cash provided by financing activities................ 37 1,124
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Effects of exchange rate changes............................... (139) (115)
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Net increase (decrease) in cash and cash
equivalents.................................................. (15,863) 4,316
Cash and cash equivalents -- beginning of
period....................................................... 39,444 7,974
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Cash and cash equivalents -- end of
period....................................................... $ 23,581 $ 12,290
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See accompanying Notes to Consolidated Financial Statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with instructions to Form 10-Q and do not include all of the
information and notes required by accounting principles generally accepted in
the United States of America 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 January 31, 2001
as filed with the Securities and Exchange Commission. The Company's fiscal year
2001 began on February 1, 2001.
(2) DISCONTINUED OPERATIONS
The Company has previously determined to proceed with a divestiture of its
wholly owned subsidiary, Propelis Software Inc., formerly known as the
Enterprise Integration Solutions Division. Accordingly, Propelis Software, Inc.
has been accounted for as discontinued operations in the accompanying financial
statements. Propelis Software, Inc., develops and sells EAI software that
automates the integration of computer software applications, and business
workflow processes. During the first quarter of fiscal 2001, the Company
completed the sale of IntelliFrame, which was affiliated with Propelis Software,
Inc, including the technology underlying our Propelis BPmTM product to
webMethods for $8.8 million in cash and 273,542 shares of webMethods stock. The
sale resulted in an after tax gain of $12.6 million.
In the first quarter of fiscal 2001, we accrued $9.3 million for the estimated
future operating losses of the discontinued operations through the expected
date of divestiture, resulting in an after tax loss of $6.2 million.
Condensed Consolidated Statements of Net Assets (Liabilities) of Discontinued
Operations:
April 30, January 31,
2001 2001
----------- --------------
Receivables, net.................................. $ 2,852 $ 4,419
Goodwill and other intangibles, net............... 409 1,497
Other assets...................................... 2,325 1,934
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Total assets.................................... 5,586 7,850
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All other liabilities............................. 8,182 2,420
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Net assets(liabilities)of discontinued operations $ (2,596) $ 5,430
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(3) MARKETABLE SECURITIES
During the first quarter of fiscal 2001, the Company sold 232,511 shares of
webMethods stock received from the sale of Intelliframe for approximately $6.3
million, resulting in a pre-tax loss of approximately $8.7 million. The Company
also wrote-down the carrying value of the remaining 41,031 shares of webMethods
stock that it still owns, resulting in a pre-tax loss of approximately $1.5
million.
The Company's remaining investments in marketable securities primarily consist
of bank certificates of deposit, U.S. government and agency securities and
commercial paper. Excluding the sale of webMethods stock noted above, the
Company did not realize any gains or losses from the sale of marketable
securities in the first quarter of 2001. The amount of gross unrealized gains
and losses with respect to investments in marketable securities at April 30,
2001 was not significant.
(3) INVENTORIES
Inventories, stated at the lower of cost (first-in, first-out method) or market,
consist of:
April 31, January 31,
2001 2001
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Components and subassemblies $ 23,346 $ 15,218
Work in process 3,214 2,813
Finished goods 8,815 4,416
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$ 35,375 $ 22,447
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(5) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) consists of the following:
Three months ended April 30,
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2001 2000
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Net income (loss) $ (6,555) $ 1,830
Foreign currency translation adjustment, net of tax
effect of $0 (196) (322)
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Total comprehensive income $ (6,751) $ 1,508
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(6) SEGMENT INCOME
The Company has two reportable segments consisting of its Networking Division
and Managed Services Division. The Networking division consists of our storage
and channel networking products and related services. The Managed Services
Division consists of our SAN services and the storage management business we
acquired from Articulent in April of 2001. The Company's two reportable segments
are strategic business units that offer different products and services. They
are managed separately because each business requires different technology and
market strategies. The Company evaluates performance based on operating profit
or loss before special charges and income taxes.
Three months ended April 30,
--------------------------------------
2001 2000
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Revenue:
Networking Division $ 26,122 $ 38,013
Managed Services Division 3,291 594
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$ 29,413 $ 38,607
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Operating Profit (Loss):
Networking Division $ (8,953) $ 3,672
Managed Services Division (1,525) (785)
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$ (10,478) $ 2,887
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(7) ACQUISITION OF ARTICULENT
On April 3, 2001 the Company acquired all of the outstanding stock of Articulent
Inc., a privately held, leading provider of storage management services for $12
million in cash, plus the assumption of approximately $24 million of liabilities
and the acquisition of approximately $19 million of tangible assets. The
agreement includes a $10 million incentive payout based upon meeting certain
revenue and earnings milestones over the next twelve months.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
We are a leading provider of hardware and software products and related
professional services and managed services in the rapidly growing storage
networking market. We focus primarily on helping our clients design, develop,
deploy and manage storage networks. We design, manufacture, market and support a
wide range of products for critical storage networking applications such as
remote disk mirroring, or the real time backup of data to remotely located
disks, and remote tape vaulting, or the real time backup of data to remotely
archived tapes. Our storage networking products represent our core business and
account for a substantial majority of our revenue and profit. Our storage
networking 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.
The current global economic slowdown makes it difficult to predict the
demand for our products as we cannot forecast the length, duration and impact of
the slowdown. Slower growth throughout the economy has caused our customers to
reevaluate their capital spending plans, and to defer previously planned
projects for information technology infrastructure. However, we believe the need
for storage networking solutions is significant and will continue to increase.
Due to the slowdown in customer spending for information technology
infrastructure, demand for our products and services in the first quarter of
2001 was less than expected. As a result, we took cost reduction actions that
are expected to reduce our quarterly expense run rate by approximately $2
million, including:
o a 10 percent workforce reduction
o a wage freeze for all employees
o a 10 percent pay cut for executive management
o a 5 percent pay cut for other employees; and
o significant reductions in discretionary spending
The reduction in demand for our products and services also resulted in the
following charges in the first quarter of 2001:
o $2.0 million to write-down slow moving inventory
o $300,000 for the write-off of our Filespeed product; and
o $1.0 million for restructuring, principally severance
Sale and Write-down of webMethods Stock
During the first quarter of 2001, the Company sold 232,511 shares of
webMethods stock received from the sale of Intelliframe for approximately $6.3
million, resulting in a pre-tax loss of approximately $8.7 million. The Company
also wrote-down the carrying value of the remaining 41,031 shares of webMethods
stock that it still owns, resulting in a pre-tax loss of approximately $1.5
million.
Acquisition of Articulent
On April 3, 2001 we acquired all of the outstanding stock of Articulent
Inc., a privately held, leading provider of storage management services for $12
million in cash, plus the assumption of approximately $24 million of liabilities
and the acquisition of approximately $19 million of tangible assets. The
agreement includes a $10 million incentive payout based upon meeting certain
revenue and earnings milestones over the next twelve months. The acquisition
further strengthens our storage services organization, which provides companies
with the expertise to manage information enterprise-wide.
Discontinued Operations -- Divestiture of Propelis Software, Inc.
Our discontinued operations, which we have historically referred to as our
Enterprise Integration Solutions Division, develops and sells our EAI software
that automates the integration of computer applications and business workflow
processes. We recently changed the name of our Enterprise Integration Solutions
Division to Propelis Software, Inc. Our board of directors previously determined
to divest Propelis Software, Inc. in order to focus all of our resources on our
storage networking products. As a result of this decision, Propelis Software,
Inc. 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.
On February 2, 2001, we completed the sale of our IntelliFrame subsidiary,
which was affiliated with Propelis Software, Inc., including the technology
underlying our Propelis BPmTM product to webMethods for $8.8 million in cash and
273,542 shares of webMethods stock. Propelis Software, Inc. retains a license,
subject to certain restrictions, to the BPmTM product, its name, the customers
and the prospects. In the first quarter of fiscal 2001, we recognized a one-time
after tax gain of $12.6 million from the sale of Intelliframe in the
discontinued operations section of our statement of operations.
In the first quarter of fiscal 2001, we accrued $9.3 million for the
estimated future operating losses of the discontinued operations through the
expected date of divestiture, resulting in an after tax loss of $6.2 million.
For additional information regarding Propelis Software, Inc., see note 2,
"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 Propelis Software, Inc. have been
reallocated and reported in the results for continuing operations.
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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.
Networking Managed Services
- ----------------------------- -----------------------------
Three months ended April 30, Three months ended April 30,
- ----------------------------- -----------------------------
2001 2000 2001 2000
- ------------- -------------- ------------- --------------
Revenue:
52.0% 70.8% Product sales........................... 74.9% 68.0%
48.0 29.2 Service fees............................ 25.1 32.0
----- ----- ----- -----
100.0 100.0 Total revenue................... 100.0 100.0
----- ----- ----- -----
Gross profit:
44.1 57.4 Product sales........................... 23.8 73.8
36.5 44.2 Service fees............................ (84.2) (173.7)
----- ----- ----- -----
40.5 53.6 Total gross profit (loss)...... (3.3) (5.4)
----- ----- ----- -----
Operating expenses:
37.2 23.3 Sales and marketing.................... 35.6 126.8
24.1 15.1 Engineering and development............ -- --
9.7 5.5 General and administrative............. 7.4 --
3.8 - Restructuring charge................... - --
----- ----- ----- -----
74.8 43.9 Total operating expenses....... 43.0 126.8
----- ----- ----- -----
(34.3) 9.7 Income (loss) from operations............ (46.3) (132.2)
(32.3) -- Other expense, net...................... -- --
----- ----- ----- -----
Income (loss) from continuing operations
(66.6) 9.7 before income taxes.................... (46.3) (132.2)
----- ----- ----- -----
(20.8) 3.2 Provision (benefit) for income taxes..... (15.3) (43.6)
(45.8) 6.5 Income (loss) from continuing operations. (31.0) (88.6)
----- ----- ----- -----
Income from discontinued
24.6 0.3 operations, net of tax................. -- --
----- ----- ----- -----
(21.2%) 6.2% Net income (loss)........................ (31.0%) (88.6%)
===== ===== ===== =====
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Revenue
Networking:
Our networking business generated revenues of $26.1 million in the first
quarter of 2001, down $11.9 million or 31 percent from the first quarter of
2000. Storage networking product revenues for the first quarter of 2001 totaled
$7.7 million, down 49 percent from $15.2 million in the first quarter of 2000.
Channel networking product revenues for the first quarter of 2001 totaled $5.9
million, down 50 percent from $11.7 million in the first quarter of 2000. The
decrease in revenue from sales of both storage and channel networking products
resulted from the global slow down in capital spending for information
technology equipment by our customers
Service revenues, including maintenance fees and professional services
associated with our networking business, increased 13 percent in the first
quarter of 2001 to $12.5 million from $11.1 million in the first quarter of
2000. Professional service revenue, which is tied to the sale of our networking
products, declined 38 percent to $968,000 in the first quarter of 2001 from $1.6
million in the first quarter of 2000. Maintenance fees for the first quarter of
2001 increased 21 percent to $11.6 million from $9.5 million in the first
quarter of 2000, due to the larger installed base of customers using our
networking products.
Managed Services:
Our managed services business, consisting of our SAN services and the
storage management business we acquired from Articulent in April of 2001,
generated $3.3 million of revenue in the first quarter of 2001, up over 450
percent from $594,000 in the first quarter of 2000. Articulent accounted for
most of the increase by providing $2.2 million of revenue during the first
quarter of 2001.
General:
Revenue generated from the sale of products and services outside the United
States for the first quarter of 2001 totaled $9.7 million, a decrease of 37
percent from the first quarter of 2000. The reduction was attributable to the
global slow down in capital spending for information technology equipment by our
customers.
No single customer accounted for more than 10% of our revenue during the
first quarter of 2001 or 2000. The revenue decline in the first quarter of 2001
was due to a decline in sales of products and services. Price fluctuations for
our products and services did not have a significant impact on revenue for the
first quarter of 2001 or 2000.
During the three months ended April 30, 2001, approximately 36%, 22% and 3%
of our product revenue was derived from businesses in the financial services,
information outsourcing and telecommunications industries, respectively.
We derive an increasingly significant portion of our revenue from sales of
our storage networking products, and with the acquisition of Articulent, our SAN
and storage management services. 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 storage networking products, SAN services and
storage management services.
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.
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Gross Profit Margin
Networking:
Gross product margins for our networking business for the first quarter of
2001 were 44 percent, compared to 57 percent in the first quarter of 2000.
Excluding the $2.0 million write-down of slow moving inventory and the $300,000
write-off of our Filespeed product, gross profit margins from the sale of
networking products for the first quarter of 2001 would have been 61 percent.
The improvement in gross product margins, excluding charges, was primarily due
to product mix, with virtually no sales coming from OEM's and a higher
percentage of our direct sales consisting of larger, more fully configured
systems.
Gross service margins for our networking business declined to 37 percent
for the first quarter of 2001, compared to 44 percent for the first quarter of
2000. The decrease was due to the decline in professional services revenue
during the first quarter of 2001 when compared to the first quarter of 2000. We
expect service margins will return to prior year levels once revenue starts to
accelerate.
Managed Services:
Our managed services business generated a loss at the gross margin level of
$110,000 or 3.3 percent for the first quarter of 2001, compared to a loss at the
gross margin level of 5.4 percent or $32,000 for the first quarter of 2000. The
losses in both periods were due to the low sales volume, and because the costs
for this business, mainly people, tend to be fixed in nature. We expect to
generate a gross profit in the near future once business volumes pick up and we
more fully integrate Articulent into our existing business.
Operating Expenses
Networking:
Sales and marketing expense for the first quarter of 2001 increased 10
percent to $9.7 million from $8.9 million in the first quarter of 2000. Since
the beginning of the year, we have increased our sales force by 35 percent and
have added additional sales management to increase revenue and grow our
business.
Engineering and development expense for the first quarter of 2001 increased
9 percent to $6.3 million from $5.7 million in the first quarter of 2000. The
increase was primarily due to continued development of our UltraNet family of
products that provide customers with additional applications to satisfy their
growing SAN capabilities.
Managed Services:
Sales and marketing expenses for the first quarter of 2001 increased by 56
percent to $1.2 million from $753,000 in the first quarter of 2000. The increase
was primarily due to the incremental sales and marketing costs associated with
the acquisition of Articulent.
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General and administrative:
General and administrative expenses for the first quarter of 2001 increased
32 percent to $2.8 million from $2.1 million in the first quarter of 2000.
Articulent accounted for approximately $200,000 of the increase. The remaining
increase was due to higher costs for wages, insurance and professional fees.
Other:
Excluding the $10.3 million loss from the sale and write-down of webMethods
stock, other income for the first quarter of 2001 increased by $1.8 million when
compared to the first quarter of 2000. We raised $110 million from a common
stock offering in October 2000, resulting in higher balances of cash and
marketable securities available for investment and more interest income when
compared to the first quarter of 2000. Pending use of the offering proceeds for
general corporate purposes or complementary acquisitions, the funds will be
invested in investment grade, interest-bearing securities.
We recorded a provision for income taxes for the first quarter of 2001 at
an effective income tax rate of 31 percent, compared to 33 percent for the first
quarter of 2000. The $10.3 million loss on the sale and write-down of the
webMethods stock was taxed at a 30 percent effective tax rate. Excluding this
item, our effective tax rate for the first quarter of 2001 would have been 33
percent. 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.
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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 leases and cash generated by operations.
Cash, cash equivalents and marketable securities at April 30, 2001 totaled
$125.4 million, a decrease of $25.0 million since January 31, 2001. The decrease
in cash and cash equivalents is primarily do to the acquisition of Articulent,
payments to reduce Articulent's outstanding liabilities at the time of
acquistion and higher levels of inventory at April 30, 2001.
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
requirements, at least through fiscal 2001.
We believe that inflation has not had a material impact on our operations
or liquidity to date.
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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 April 30, 2001, our marketable securities included a $118,000 investment
in a Standard and Poors 500 stock price index fund and a $140,000 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 April 30, 2001, we had no
open forward exchange contracts.
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 or reducing personnel;
- entering into strategic partnerships;
- divestiture of Propelis Software, Inc., formerly known as our
Enterprise Integration Solutions Division;
- ability to integrate Articulent, Inc. with our existing businesses;
- 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. 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 generally
and in various geographic markets; (iv) relationships with our strategic
partners; (v) unanticipated risks associated with introducing new products and
features including Propelis BPm; (vi) technological change affecting our
products; (vii) the financial performance of Propelis Software, Inc.; (viii) our
ability to integrate Articulent Inc. with our existing businesses 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 January 31, 2001. In addition, there can
be no assurance that a divestiture of Propelis Software, Inc. can be completed
on favorable terms and conditions. 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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15
PART II. OTHER INFORMATION
Item 1-5. 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)-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 and First Amendment of Rights
Agreement dated November 21, 2000. (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 Form of Common Stock Certificate. (Incorporated by reference
to Exhibit 4.2 to Form S-3 Registration Statement No.
333-80841.)
10R Corrected Amendment to Amended 1992 Employee Stock Purchase
Plan
11. Statement Re: Computation of Net Income per Basic and
Diluted Share.
(b) Reports on Form 8-K
On February 16, 2001 the Company filed a Form 8-K in connection
with the sale of IntelliFrame to webMethods. On April 17, 2001
the Company filed a Form 8-K announcing the acquisition of
Articulent Inc. On April 27, 2001 the Company filed a Form 8-K
consisting of a press release issued By the Company on April 24,
2001 announcing the preliminary results for the first quarter of
2001.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized officers.
COMPUTER NETWORK TECHNOLOGY CORPORATION
(Registrant)
Date: June 11, 2001 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 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 and First Amendment of
Rights Agreement dated November 21, 2000. (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 Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.2
Form S-3 Registration Statement No. 333-80841.)
10R Corrected Amendment to Amended 1992 Employee Stock Purchase
Plan..........................................................................Electronically Filed
11. Statement Re: Computation of Net Income per
Basic and Diluted Share......................................................Electronically Filed
17