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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 000-31517
INRANGE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 06-0962862
(State of Incorporation) (I.R.S. Employer Identification No.)
100 Mount Holly By-Pass, P.O. Box 440, Lumberton, NJ 08048
(Address of principal executive offices and zip code)
(609) 518-4000
(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 such filing
requirements for the past 90 days.
Yes X No
--- ---
Common shares outstanding as of May 9, 2001-84,488,333
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INRANGE TECHNOLOGIES CORPORATION
INDEX TO FORM 10-Q
PAGE
NUMBER
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PART I FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Unaudited Consolidated Balance Sheets at March 31, 2001 and December 31, 2000 3
Unaudited Consolidated Statements of Operations for the Three Months Ended March 31,
2001 and 2000 4
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31,
2001 and 2000 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
PART II OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 5. Other Information 17
SIGNATURES 19
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PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
INRANGE TECHNOLOGIES CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
MARCH 31, DECEMBER 31,
2001 2000
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ASSETS
CURRENT ASSETS:
Cash and equivalents ....................................................... $ 22,809 $ 22,646
Demand note from SPX ....................................................... 52,341 60,956
Accounts receivable, net ................................................... 73,069 79,988
Inventories ................................................................ 30,855 29,271
Prepaid expenses and other ................................................. 5,171 5,209
Deferred income taxes ...................................................... 4,968 4,968
-------- --------
Total current assets ............................................... 189,213 203,038
PROPERTY, PLANT AND EQUIPMENT, net ........................................... 17,577 16,103
GOODWILL AND OTHER INTANGIBLES, net .......................................... 45,672 44,629
OTHER ASSETS, net ............................................................ 40,499 37,288
-------- --------
Total assets ....................................................... $292,961 $301,058
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt................. $ 2,894 $ 4,438
Accounts payable ........................................................... 24,129 23,541
Accrued expenses ........................................................... 19,631 29,401
Deferred revenue ........................................................... 11,409 10,923
-------- --------
Total current liabilities .......................................... 58,063 68,303
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LONG-TERM DEBT ............................................................... 1,315 1,283
-------- --------
DEFERRED INCOME TAXES ........................................................ 918 918
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 20,000,000 shares authorized
and none issued and outstanding ........................................... -- --
Class A common stock, $0.01 par value, 150,000,000 shares
authorized, 75,633,333 shares issued and outstanding....................... 756 756
Class B common stock, $0.01 par value, 250,000,000 shares
authorized, 8,855,000 shares issued and outstanding....................... 89 89
Additional paid-in capital ................................................. 151,478 133,946
Retained earnings .......................................................... 79,969 95,155
Accumulated other comprehensive income ..................................... 373 608
-------- --------
Total stockholders' equity ......................................... 232,665 230,554
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Total liabilities and stockholders' equity ..................... $292,961 $301,058
======== ========
The accompanying notes are an integral part of these statements.
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INRANGE TECHNOLOGIES CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
THREE MONTHS ENDED
MARCH 31,
--------------------------------
2001 2000
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REVENUE:
Product revenue ...................... $ 51,532 $ 37,697
Service revenue ...................... 12,343 8,456
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Total revenue ................ 63,875 46,153
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COST OF REVENUE:
Cost of product revenue .............. 25,675 18,306
Cost of service revenue .............. 8,231 5,047
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Total cost of revenue ........ 33,906 23,353
------------ ------------
Gross margin .............. 29,969 22,800
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OPERATING EXPENSES:
Research, development and
engineering ....................... 7,584 4,963
Selling, general and administrative .. 18,743 12,137
Amortization of goodwill and other
intangibles........................ 1,041 267
------------ ------------
Operating expenses ........... 27,368 17,367
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OPERATING INCOME ....................... 2,601 5,433
INTEREST (INCOME) EXPENSE .............. (1,273) 177
OTHER INCOME ........................... (41) (94)
------------ ------------
Income before income taxes ........ 3,915 5,350
INCOME TAXES ........................... 1,569 2,140
------------ ------------
NET INCOME ............................. $ 2,346 $ 3,210
============ ============
EARNINGS PER SHARE:
Basic and diluted ..................... $ 0.03 $ 0.04
============ ============
Shares used in computing basic and
diluted earnings per share......... 84,488,333 75,633,333
============ ============
The accompanying notes are an integral part of these statements.
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INRANGE TECHNOLOGIES CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
------------------------
2001 2000
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CASH FLOW FROM OPERATING ACTIVITIES:
Net income ..................................................... $ 2,346 $ 3,210
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ................................................. 1,632 1,449
Amortization of goodwill and other intangibles................ 1,041 267
Amortization of other assets ................................. 2,144 1,355
Accretion of debt on seller notes ............................ 103 --
Loss on disposal of equipment ................................ 23 --
Changes in operating assets and liabilities:
Accounts receivable .......................................... 7,636 3,464
Inventories .................................................. (1,584) (1,449)
Prepaid expenses and other current assets .................... 100 (99)
Accounts payable ............................................. 818 (2,362)
Accrued expenses ............................................. (9,970) (1,011)
Deferred revenue ............................................. 486 1,239
Payments of special charges and disposition
related accruals............................................ (230) (561)
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Net cash provided by operating activities ............... 4,545 5,502
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CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net................. (2,926) (1,451)
Cash paid for business acquired, net of cash acquired .......... (2,975) --
Decrease in demand note from SPX Corporation ................... 8,615 --
Capitalized software costs ..................................... (2,170) (1,322)
Increase in demonstration equipment and other assets ........... (3,076) (561)
Purchase of investment ......................................... -- (3,000)
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Net cash used in investing activities ....................... (2,532) (6,334)
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CASH FLOW FROM FINANCING ACTIVITIES:
Net payments under lines of credit ............................. -- (515)
Payments on long-term debt ..................................... (1,615) (33)
Proceeds from SPX Corporation .................................. -- 1,960
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Net cash provided by (used in) financing activities ........ (1,615) 1,412
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EFFECT OF FOREIGN CURRENCY TRANSLATION ........................... (235) 108
-------- --------
NET INCREASE IN CASH AND EQUIVALENTS ............................. 163 688
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ...................... 22,646 1,023
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD ............................ $ 22,809 $ 1,711
======== ========
The accompanying notes are an integral part of these statements.
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INRANGE TECHNOLOGIES CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
1. BASIS OF PRESENTATION:
Inrange Technologies Corporation (Inrange) designs, manufactures, markets
and services networking and switching solutions for storage, data and
telecommunications networks. The solutions are targeted for use in large-scale
systems that are critical to a business' operations to provide fast and reliable
connections among networks of computers and related devices for large scale
enterprise applications.
The consolidated financial statements include the assets, liabilities,
revenue and expenses of Inrange, which is a majority-owned subsidiary of SPX
Corporation (SPX), and the assets, liabilities, revenue and expenses of certain
other units comprising the storage networking, data communications and
telecommunications networking business of SPX, and exclude two of the
subsidiaries of Inrange not involved in the business (combined, the Company).
The net assets of the other units were transferred to the Company in June 1999
(Tautron) and June 2000 (division of General Signal Limited). The net assets of
the two excluded subsidiaries were transferred out of the Company in June 1999
and May 2000. Accordingly, the accompanying financial statements are now
presented on a consolidated versus a combined basis.
The financial statements have been prepared on the historical cost basis and
present the Company's financial position, results of operations and cash flows
as derived from SPX's historical financial statements. SPX provides certain
services to the Company including general management and administrative services
for employee benefit programs, insurance, legal, treasury and tax compliance.
SPX charges for these services and such costs are reflected in the consolidated
statements of operations (see Note 4).
The financial information included herein does not necessarily reflect what
the financial position and results of operations of the Company would have been
had it operated as a stand-alone entity during the periods covered, and may not
be indicative of future operations or financial position.
In September 2000, the Company completed an initial public offering of
8,855,000 shares of Class B common stock at $16.00 per share and received net
proceeds of $128,200. The proceeds were used to repay borrowings of $54,929 from
SPX to fund certain acquisitions in the second and third quarters of 2000 and
accrued interest thereon of $777. The remaining proceeds are being used for
general corporate purposes. However, pending use of the proceeds, the Company
invested $15,000 in a money market account and the remaining net proceeds were
loaned to SPX under a demand note (see Note 4).
SPX uses a centralized cash management system for all of its domestic
operations, including those of the Company. The net amount of daily cash
transactions is transferred to SPX and other intercompany transactions between
SPX and the Company through the initial public offering were recorded as a
component of equity of the Company. Thereafter, these transactions are reflected
as an increase or decrease in the demand note due from SPX (see Note 4).
In the opinion of management, the accompanying interim balance sheet and
related interim statements of operations and cash flows include adjustments
(consisting only of normal and recurring items) necessary for the fair
presentation in conformity with generally accepted accounting principles.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues,
and expenses. Actual results could differ from these estimates. Interim results
are not necessarily indicative of results for a full year. These financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Form 10-K for the year
ended December 31, 2000, as filed with the Securities and Exchange Commission.
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2. SIGNIFICANT ACCOUNTING POLICIES:
Revenue Recognition
The Company recognizes revenue upon shipment of products with standard
configurations. Revenue from products with other than standard configurations is
recognized upon customer acceptance or when all of the terms of the sales
agreement have been fulfilled. Amounts billed for shipping and handling are
included in revenue and the related costs are included in cost of revenue. The
Company accrues for warranty costs, sales returns, and other allowances at the
time of shipment based on its experience. Revenue from service obligations is
derived primarily from maintenance contracts and is deferred and recognized on a
straight-line basis over the terms of the contracts. Other service revenue is
recognized when the service is provided.
The Company sells its products and services to a large number of customers
in various industries and geographical areas. The Company's trade accounts
receivable are exposed to credit risk, however, the risk is limited due to the
general diversity of the customer base. The Company performs ongoing credit
evaluations of its customers' financial condition and maintains reserves for
potential bad debt losses. No single customer in the periods presented
represented greater than 10% of total revenue.
3. ACQUISITIONS:
In January 2001, the Company completed the acquisition of Prevail
Technology ("Prevail"). Prevail, located in Waltham, Massachusetts, provides
professional services with expertise in designing and implementing high
availability solutions for IT infrastructures and e-business environments.
The acquisition was recorded using the purchase method of accounting and,
accordingly, the results of operations have been included in the consolidated
results of the Company since the acquisition date. The excess of the purchase
price over the net assets acquired has been assigned to goodwill and other
intangibles and is being amortized over the estimated useful lives. Pro forma
results of operations have not been included in these interim financial
statements as the impact of the acquisitions is not material to the overall
consolidated financial statements.
On May 7, 2001, the Company completed the acquisition of Onex, Incorporated
(Onex). Onex, located in Indianapolis, Indiana, is a technology consulting
company that designs mission critical network infrastructure and implements
e-Business and enterprise resource planning solutions.
4. TRANSACTIONS WITH SPX:
There are no material intercompany purchase or sale transactions between SPX
and the Company. SPX incurs costs for various matters for Inrange and other
subsidiaries including administration of common employee benefit programs,
insurance, legal, accounting and other items that are attributable to the
subsidiaries' operations. These costs are allocated based on estimated time
incurred to provide the services to each subsidiary. The unaudited consolidated
financial statements reflect allocated charges from SPX for these services of
$50 and $25 for the three months ended March 31, 2001 and 2000, respectively.
Management of SPX and the Company believe that the allocated costs are
reasonable and reflect the effort involved in providing the services and also
represent what the costs would have been on a stand-alone basis. In addition,
direct costs incurred by SPX on behalf of the Company are charged to the
Company. The direct costs were $1,774 and $1,418 for the three months ended
March 31, 2001 and 2000, respectively.
Advances and other intercompany accounts between the Company and SPX through
the date the Company completed its initial public offering have been recorded as
a component of additional paid in capital in the accompanying balance sheet.
Advances and other intercompany charges after such date are recorded as a
component of the demand note due from SPX. As of March 31, 2001, the demand note
from SPX was $52,341. The demand note bears interest at the average rate of the
SPX credit facilities and is recorded on a monthly basis as interest income. The
accompanying statements of operations for the three months ended March 31, 2001
includes interest income of $1,296 relating to interest income from the demand
note from SPX.
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5. INVENTORIES:
MARCH 31, DECEMBER 31,
2001 2000
---- ----
Raw materials............... $10,600 $14,743
Work-in-process............. 2,224 1,984
Finished goods.............. 18,031 12,544
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Net inventories........... $30,855 $29,271
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6. OTHER ASSETS:
MARCH 31, DECEMBER 31,
2001 2000
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Capitalized software........ $18,558 $17,218
Demonstration equipment..... 21,840 18,412
Product rights.............. 9,257 9,053
Investment.................. 3,250 3,250
Other....................... 641 539
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Total other assets...... 53,546 48,472
Accumulated amortization --
Capitalized software...... (5,118) (5,045)
Demonstration equipment... (7,057) (5,592)
Product rights............ (872) (547)
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Net other assets... $40,499 $37,288
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The Company capitalized $2,170 and $1,322 in the three months ended March
31, 2001 and 2000, respectively, of software development costs. Amortization
expense was $903 and $668 in the three months ended March 31, 2001 and 2000,
respectively.
Demonstration equipment represents equipment at customer locations for
demonstration purposes and is amortized on a straight-line basis over a period
not to exceed three years.
Product rights represent technology licenses and prepaid royalties for three
product lines. Amortization of the technology licenses commences upon general
availability of the products and continues through the term of the license, not
to exceed five years.
7. DEBT:
Short-term borrowings and long-term debt consist of the following:
MARCH 31, DECEMBER 31,
2001 2000
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Seller notes, net of unamortized discount of
$291 and $394, respectively................. $ 4,209 $ 4,106
Seller note for working capital adjustment..... -- 1,615
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4,209 5,721
Less -- Current portion of long-term debt...... (2,894) (4,438)
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Long term debt................................. $ 1,315 $ 1,283
======== ========
In connection with two acquisitions made in August 2000, of Computerm
Corporation and Varcom Corporation, the Company issued non-interest bearing
notes payable to the sellers. The notes due to the sellers of the acquired
businesses are $3,000 and $1,500, and are due in August 2001 and August 2002,
respectively. The notes were discounted at 10% and imputed interest expense was
$103 for the three months ended March 31, 2001.
Foreign subsidiaries have separate lines of credit with European banks in
their local currency with a U.S. value of approximately $5,200. There were no
borrowings on the lines of credit as of March 31, 2001 or 2000. The weighted
average interest rate on borrowings under the foreign lines of credit was 5.93%
for the three months ended March 31, 2000. There were no borrowings during the
three months ended March 31, 2001. The lines of credit are guaranteed by SPX.
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8. COMMITMENTS:
In March 2001, the Company entered into a memorandum of understanding with a
third party for certain technology, licenses and product development activities.
In connection with this agreement the Company has committed to minimum
royalties, licensing and product development charges of up to $20,000 contingent
upon the achievement of certain milestones in 2001.
9. STOCKHOLDERS' EQUITY:
On June 29, 2000, the Company issued options to purchase 1,331,000 shares of
Class B common stock to directors and employees of SPX. The options were granted
at $13.00 per share and were fully vested on the grant date. During the third
and fourth quarters of 2000, the Company recorded charges to the statement of
operations to reflect the fair value of these options as measured on a rolling
quarterly basis. In connection with the issuance of Financial Accounting
Standards Board's Interpretation No. 44, "Accounting for Certain Transactions
Involving Stock Compensation: An Interpretation of APB Opinion No. 25," (FIN 44)
and interpretations thereof, the accounting for options granted to parent
company employees has been modified. Under interpretations outlined in Emerging
Issue Task Force Issue 2000-23, the Company is no longer required to record a
charge for the options granted to parent company employees and such options
should be treated as a dividend to the parent. On January 1, 2001, the Company
recorded a non-cash "deemed dividend" of $17,532, which represents the value of
the previously granted options at that date as measured by the Black-Scholes
option pricing model.
10. EARNINGS PER SHARE:
The Company has presented earnings per common share under SFAS No. 128,
"Earnings Per Share." Basic earnings per share is computed by dividing net
income by the weighted average number of shares of common stock outstanding
during the period while diluted earnings per share reflects the potential
dilution from the exercise or conversion of securities into common stock.
At March 31, 2001, there were 8,518,700 options outstanding to purchase
Class B common stock at prices ranging from $11.50 to $36.875 per share. These
stock options were not included in the earnings per share calculation for the
three months ended March 31, 2001, as the impact would be antidilutive. There
were no dilutive securities outstanding at March 31, 2000.
11. COMPREHENSIVE INCOME:
The components of comprehensive income are as follows:
THREE MONTHS ENDED
MARCH 31,
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2001 2000
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Net income......................... $2,346 $3,210
Foreign currency adjustments....... (235) 108
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Comprehensive income............... $2,111 $3,318
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12. GEOGRAPHIC INFORMATION:
SFAS No. 131, "Disclosure About Segments of an Enterprise and Related
Information," establishes additional standards for segment reporting in the
financial statements. Management has determined that all of the operations have
similar economic characteristics and may be aggregated into a single segment for
disclosure under SFAS 131. Information concerning geographic information of the
Company as prescribed by SFAS 131 is provided below.
THREE MONTHS ENDED
MARCH 31,
---------------------
2001 2000
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Revenue:
Domestic........ $ 42,269 $ 27,488
Foreign......... 16,086 10,927
Export.......... 5,520 7,738
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$ 63,875 $ 46,153
========= =========
MARCH 31, DECEMBER 31,
2001 2000
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Long-lived assets:
Domestic........ $ 96,903 $ 91,478
Foreign......... 6,845 6,542
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$ 103,748 $ 98,020
========= =========
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following information should be read in conjunction with the Company's
unaudited consolidated financial statements and related notes.
OVERVIEW
We design, manufacture, market and service switching and networking
solutions for storage, data and telecommunications networks. Our products
provide fast and reliable connections among networks of computers and related
devices and are used in large-scale, systems that are critical to the operations
of Fortune 1000 businesses and other large enterprises.
In August 2000, we acquired the net assets of Varcom Corporation(Varcom) and
Computerm Corporation(Computerm). Varcom is located in Fairfax, Virginia and
provides network management hardware, software and services. Computerm is
located in Pittsburgh, Pennsylvania and offers high performance channel
extension products and services that allow storage networking application to
operate over wide area networks. The purchase price of Varcom was $25.0 million.
The purchase price of Computerm was $30.0 million. Both acquisitions were
recorded using the purchase method of accounting.
On January 10, 2001, we acquired Prevail Technology. Prevail is a
professional services company with expertise in designing and implementing high
availability solutions for IT infrastructures and e-business environments. The
acquisition expands the Company's capabilities to directly support storage
management and Storage Area Network (SAN) planning and deployment. We have
accounted for the acquisition using the purchase method of accounting.
On May 7, 2001, we acquired the assets of Onex, Incorporated (Onex). Onex,
located in Indianapolis, Indiana, is a technology consulting company that
designs mission critical network infrastructure and implements e-Business and
enterprise resource planning solutions.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected
operating data as a percentage of revenue:
THREE MONTHS
ENDED MARCH 31,
-----------------
2001 2000
------ ------
Revenue................................... 100.0% 100.0%
Gross margin.............................. 46.9% 49.4%
Research, development and engineering..... 11.9% 10.8%
Selling, general and administrative....... 29.3% 26.3%
Operating income.......................... 4.1% 11.8%
Net income................................ 3.7% 7.0%
Comparison of three months ended March 31, 2001 and 2000
Revenue. Revenue for the three months ended March 31, 2001 was $63.9
million, an increase of $17.7 million, or 38.4%, from $46.2 million for the
three months ended March 31, 2000. Sales of our open storage
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networking products and services were $21.1 million, an increase of $14.8
million, or 235%, from $6.3 million in the three-month period ended March 31,
2000. Our open storage networking products consist of fibre channel directors
and optical networking equipment. The increase was primarily driven by sales of
the FC/9000 Director, which was released for general availability during the
third quarter of 2000. The remaining increase in revenue was primarily service
revenue attributable to the acquisitions of Computerm and Varcom in 2000 and the
acquisition of Prevail in 2001.
Cost of Revenue. Our cost of revenue for the three months ended March 31,
2001 was $33.9 million, an increase of $10.5 million, or 45.1%, from $23.4
million for the three months ended March 31, 2000. As a percentage of revenue,
cost of revenue increased to 53.1% for the three months ended March 31, 2001
from 50.6% for the three months ended March 31, 2000. The increase in cost of
revenue was related to increased sales, higher services costs and a change in
mix of products. The increase in service cost of $3.2 million was a result of
increased service headcount and other related expenses to support the
introduction of the FC/9000 and from the acquisitions of Computerm, Varcom and
Prevail.
Research, Development and Engineering. Research, development and engineering
expenses for the three months ended March 31, 2001 were $7.6 million, an
increase of $2.6 million from $5.0 million for the three months ended March 31,
2000. As a percentage of revenue, research, development and engineering expenses
were 11.9% for the three months ended March 31, 2001 as compared to 10.8% for
the three months ended March 31, 2000. The increase was a result of additional
headcount primarily to support Fibre Channel initiatives, and other storage
networking products, as well as new datacom and telecom programs. The additional
headcount for the data networking and telecom networking programs was
principally from the acquisitions completed in the second half of 2000.
Including capitalized software, research development and engineering spending
was $9.8 million for the three months ended March 31, 2001, or 15.3% of revenue,
compared to $6.3 million, or 13.7% of revenue, for the three months ended March
31, 2000.
Selling, General and Administrative. Selling, general and administrative
expenses for the three months ended March 31, 2001 were $18.8 million, an
increase of $6.6 million from $12.1 million for the three months ended March 31,
2000. As a percentage of revenue, selling, general and administrative expenses
were 29.3% for the three months ended March 31, 2001, compared to 26.3% for the
three months ended March 31, 2000. The increase was primarily due to increased
personnel to support the expected sales levels for the FC/9000, spending related
to additional marketing and e-commerce initiatives and hiring additional key
management.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill
and other intangibles for the three-month periods ended March 31, 2001 and 2000
was $1.0 million and $0.3 million, respectively. The increase was a result of
goodwill and other intangibles associated with the businesses acquired
during the last nine months.
Interest (Income) Expense. Interest income for the three months ended March
31, 2001 was $1.5 million. There was no interest income for the three months
ended March 31, 2000. The interest income for the three months ended March 31,
2001 was principally for interest earned from our demand note with SPX.
Interest expense for the three months ended March 31, 2001 was $0.2 million,
compared to $0.2 million for the three months ended March 31, 2000. The interest
expense for the three months ended March 31, 2001 was principally interest
accrued on seller notes related to business acquisitions in 2000.
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Income Taxes. Our effective tax rate for the three months ended March 31,
2001 and 2000 was 40%.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $4.5 million for the three months
ended March 31, 2001. During this period, cash flow from operations was
principally generated from net income and a decrease in accounts receivable,
offset by a decrease in accrued expenses related to year end compensation,
commission and benefit payments, and an increase in inventories.
Cash flow used for investing activities was $2.5 million for the three
months ended March 31, 2001. Of that amount, $3.0 million related to the cash
paid to acquire a business and the remainder was used for additions of property
and equipment, capitalized software and other assets. Amounts utilized for
investing activities were offset by the reduction in the demand note from SPX.
As part of our cash management system, we lend, on a daily basis, our cash
and cash equivalents in excess of $15 million to SPX. We lend these amounts to
SPX under a loan agreement that allows us to demand repayment of outstanding
amounts at any time. However, even after SPX repays us the amount due under the
loan agreement, as part of our cash management system we will continue to be
obligated to lend, on a daily basis, all of our cash and cash equivalents in
excess of $15 million to SPX until the termination of the loan agreement. The
loan agreement will terminate when SPX owns less than 50% of our outstanding
shares of Class A common stock and Class B common stock or if there is an event
of default under SPX's credit agreement. Amounts loaned under the loan agreement
are unsecured. Interest accrues quarterly at the weighted average rate of
interest paid by SPX for revolving loans under its credit agreement for the
prior quarter. For the quarter ended March 31, 2001, the weighted average
interest rate was 8.48%. SPX's ability to repay these borrowings is subject to
SPX's financial condition and liquidity, including its ability to borrow under
its credit agreement or otherwise.
For the three months ended March 31, 2001, net cash used by financing
activities was $1.6 million, consisting of net cash outflows related to the
payment of the seller note for the working capital adjustment associated with
the acquisition of Computerm.
In March 2001, we entered into a memorandum of understanding with a third
party for certain technology, licenses and product development activities. In
connection with this agreement we have committed to minimum royalties, licensing
and product development charges of up to $20.0 million contingent upon the
achievement of certain milestones in 2001.
We believe that the demand note from SPX, together with current cash
balances, foreign credit facilities and cash provided by future operations, will
be sufficient to meet the working capital, capital expenditure and research and
development requirements for the foreseeable future. However, if additional
funds are required to support our working capital requirements or for other
purposes, we may seek to raise such additional funds through borrowings from
SPX, public or private equity financings or from other sources. Our ability
to issue equity may be limited by SPX's desire to preserve its ability in the
future to effect a tax-free spin-off and by limitations under SPX's credit
agreement. In addition, our ability to borrow money may be limited by
restrictions under SPX's credit agreement. Additional financing may not be
available, or, if it is
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available, it may be dilutive or may not be obtainable on terms acceptable to
us.
RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which became effective January 2001, establishes accounting and
reporting standards for derivative instruments and hedging contracts. It also
requires that all derivatives be recognized as either assets or liabilities in
the balance sheet at fair value and changes in fair value be recognized in
operating results. The adoption of this statement had no effect on results of
operations and financial position as the Company does not have any derivatives.
----------------
The foregoing discussion in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" contains forward looking
statements, within the meaning of Section 21E of the Securities exchange Act of
1934, as amended, that are subject to the safe harbor created thereby. These
forward looking statements, which reflect management's current views with
respect to future events and financial performance, are subject to certain risks
and uncertainties, including but not limited to those matters discussed above.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the date
hereof. Reference is made to the Company's Form 10-K for the year ended December
31, 2000 for additional cautionary statements and discussion of certain
important factors as they relate to forward looking statements. In addition,
management's estimates of future operating results are based on the current
business, which is constantly subject to change as management implements its
strategy.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We utilize a cash management program administered by SPX and have demand
notes receivable from SPX. Interest accrues quarterly at the weighted average
rate of interest paid by SPX for revolving loans under its credit agreement for
the prior quarter. The interest rate at March 31, 2001 was 8.48%. The loan to
SPX is unsecured, and SPX's ability to repay the amount due will be subject to
its financial condition and liquidity, including its ability to borrow under its
credit agreement or otherwise. The loan balance at March 31, 2001 was $52.3
million and a one percentage point decrease in the interest rate would result in
approximately $0.5 million less interest income on an annual basis, assuming the
loan balance did not change.
We are exposed to foreign currency fluctuation relating to our foreign
subsidiaries. We do not maintain any derivative financial instruments or hedges
to mitigate this fluctuation.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. We are not a
party to any pending legal proceedings that we believe will materially impact
the Company's financial condition, liquidity or results of operations.
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ITEM 5. OTHER INFORMATION
(a) EXHIBITS:
*3.2 - Amended and Restated By-Laws of Inrange Technologies
Corporation (Exhibit 3.2 to the Form S-1 Registration
Statement (No. 333-38592)).
*3.3 - Amended and Restated Certificate of Incorporation of Inrange
Technologies Corporation (Exhibit 3.2 to the Form S-1
Registration Statement (No. 333-38592)).
*4.1 - Form of Inrange Technologies Corporation Class B common stock
certificate (Exhibit 3.2 to the Form S-1 Registration
Statement (No. 333-38592)).
*10.1 - Tax Sharing Agreement, between Inrange Technologies
Corporation and SPX Corporation (Exhibit 10.1 to the Form S-1
Registration Statement (No. 333-38592)).
*10.2 - Management Services Agreement, between Inrange Technologies
Corporation and SPX Corporation (Exhibit 10.2 to the Form S-1
Registration Statement (No. 333-38592)).
*10.3 - Registration Rights Agreement, between Inrange Technologies
Corporation and SPX Corporation (Exhibit 10.3 to the Form S-1
Registration Statement (No. 333-38592)).
*10.4 - Trademark License Agreement between Inrange Technologies
Corporation and SPX Corporation (Exhibit 10.4 to the Form S-1
Registration Statement (No. 333-38592)).
*10.5 - Reseller Agreement, dated October 29, 2000 between Inrange
Technologies Corporation and Ancor Communications, Inc.
(Exhibit 10.5 to the Form S-1 Registration Statement (No.
333-38592)). ++
*10.6 - Technology License Agreement dated September 24, 1998 between
Inrange Technologies Corporation and Ancor Communications Inc.
(Exhibit 10.6 to the Form S-1 Registration Statement (No.
333-38592)). ++
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*10.7 - Letter Agreement dated November 23, 2000 between Inrange
Technologies Corporation and Ancor Communications Inc.
(Exhibit 10.7 to the Form S-1 Registration Statement (No.
333-38592)). ++
*10.8 - Loan Agreement, between Inrange Technologies Corporation and
SPX Corporation (Exhibit 10.9 to the Form S-1 Registration
Statement (No. 333-38592)).
*10.9 - Employee Matters Agreement, between Inrange Technologies
Corporation and SPX Corporation (Exhibit 10.10 to the Form S-1
Registration Statement (No. 333-38592)).
*10.10 - Inrange Technologies Corporation 2000 Stock Compensation Plan
(Exhibit 10.8 to the Form S-1 Registration Statement (No.
333-38592)).
*10.11 - Inrange Technologies Corporation Employee Stock Purchase Plan
(Exhibit 4.3 to the Company's Form S-8 Registration Statement
(No. 333-46402)).
*10.12 - Inrange Technologies Corporation Executive EVA Incentive
Compensation Plan (Exhibit 10.12 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September
30, 2000 (No. 000-31517).
10.13 - Amendment to Inrange Technologies Corporation Executive EVA
Incentive Compensation Plan.
10.14 - Memorandum of Understanding dated March 16, 2001 between
Inrange Technologies Corporation and QLogic Corporation.+
* Incorporated by reference, as indicated.
+ Portions of this exhibit have been omitted pending the Commission's review
of a request for confidential treatment.
++ Portions of these exhibits have been omitted pursuant to the Commission's
grant of a request for confidential treatment
(b) REPORTS ON FORM 8-K
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
INRANGE TECHNOLOGIES CORPORATION
Date: May 14, 2001 By: /s/ Jay Zager
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Jay Zager Executive Vice President and
Chief Financial Officer (duly authorized
officer and principal financial officer)
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