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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 June 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 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 August 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 June 30, 2001 and December 31, 2000 3
Unaudited Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 2001 and 2000 4
Unaudited Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 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 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 6. Exhibits and Reports on Form 8-K 21
SIGNATURES 23
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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)
JUNE 30, DECEMBER 31,
2001 2000
-------- ------------
ASSETS
CURRENT ASSETS:
Cash and equivalents ........................................... $ 18,314 $ 22,646
Demand note from SPX ........................................... 49,060 60,956
Accounts receivable, net ....................................... 77,568 79,988
Inventories .................................................... 26,102 29,271
Prepaid expenses and other ..................................... 5,636 5,209
Deferred income taxes .......................................... 4,968 4,968
-------- --------
Total current assets ................................... 181,648 203,038
PROPERTY, PLANT AND EQUIPMENT, net ............................... 18,871 16,103
GOODWILL AND OTHER INTANGIBLES, net .............................. 53,410 44,629
OTHER ASSETS, net ................................................ 38,257 37,288
-------- --------
Total assets ........................................... $292,186 $301,058
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt .... $ 2,966 $ 4,438
Accounts payable ............................................... 28,139 23,541
Accrued expenses ............................................... 20,611 29,401
Deferred revenue ............................................... 11,421 10,923
-------- --------
Total current liabilities .............................. 63,137 68,303
-------- --------
LONG-TERM DEBT ................................................... 1,097 1,283
-------- --------
DEFERRED INCOME TAXES ............................................ 918 918
-------- --------
COMMITMENTS AND CONTINGENCIES (Note 9)
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 .............................................. 74,522 95,155
Accumulated other comprehensive income ......................... 189 608
-------- --------
Total stockholders' equity ............................. 227,034 230,554
-------- --------
Total liabilities and stockholders' equity ......... $292,186 $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 Six Months Ended
---------------------------- ----------------------------
June 30, June 30,
---------------------------- ----------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
REVENUE:
Product revenue ................................................. $ 55,676 $ 43,666 $ 107,208 $ 81,363
Service revenue ................................................. 13,730 8,609 26,073 17,065
------------ ------------ ------------ ------------
Total revenue ........................................... 69,406 52,275 133,281 98,428
------------ ------------ ------------ ------------
COST OF REVENUE:
Cost of product revenue ......................................... 34,758 20,824 60,433 39,130
Cost of service revenue ......................................... 8,814 6,286 17,045 11,333
------------ ------------ ------------ ------------
Total cost of revenue .................................. 43,572 27,110 77,478 50,463
------------ ------------ ------------ ------------
Gross margin ......................................... 25,834 25,165 55,803 47,965
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Research, development and engineering ........................... 7,012 5,097 14,596 10,060
Selling, general and administrative ............................. 19,551 12,397 38,294 24,534
Special charges ................................................. 8,027 (190) 8,027 (190)
Amortization of goodwill and other intangibles .................. 1,295 267 2,336 534
------------ ------------ ------------ ------------
Operating expenses ...................................... 35,885 17,571 63,253 34,938
------------ ------------ ------------ ------------
OPERATING INCOME (LOSS) ........................................... (10,051) 7,594 (7,450) 13,027
INTEREST (INCOME) EXPENSE ......................................... (1,080) 139 (2,353) 316
OTHER (INCOME) EXPENSE ............................................ 101 (17) 60 (111)
------------ ------------ ------------ ------------
Income (loss) before income taxes ............................ (9,072) 7,472 (5,157) 12,822
INCOME TAXES ...................................................... (3,625) 2,989 (2,056) 5,129
------------ ------------ ------------ ------------
NET INCOME (LOSS) ................................................. $ (5,447) $ 4,483 $ (3,101) $ 7,693
============ ============ ============ ============
EARNINGS (LOSS) PER SHARE:
Basic and diluted ................................................ $ (0.06) $ 0.06 $ (0.04) $ 0.10
============ ============ ============ ============
Shares used in computing basic and diluted earnings per share .... 84,488,333 75,633,333 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)
SIX MONTHS ENDED
JUNE 30,
--------------------
2001 2000
-------- --------
CASH FLOW FROM (USED IN) OPERATING ACTIVITIES:
Net income (loss) ................................................. $ (3,101) $ 7,693
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation .................................................... 3,267 2,896
Amortization of goodwill and other intangibles .................. 2,336 534
Amortization of other assets .................................... 4,978 2,681
Accretion of debt on seller notes ............................... 207 --
Special charges ................................................. 8,027 (190)
Changes in operating assets and liabilities:
Accounts receivable ............................................. 5,229 (2,009)
Inventories ..................................................... 3,169 (3,150)
Prepaid expenses and other current assets ....................... (231) (883)
Accounts payable ................................................ 4,641 2,267
Accrued expenses ................................................ (11,737) 1,592
Deferred revenue ................................................ 253 (1,861)
Payments of special charges and disposition related accrual ..... (532) (753)
-------- --------
Net cash from operating activities ......................... 16,506 8,817
-------- --------
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES:
Purchases of property, plant and equipment, net .................. (5,184) (2,663)
Cash paid for business acquired, net of cash acquired ............. (14,499) --
Decrease in demand note from SPX Corporation ...................... 11,896 --
Capitalized software costs ........................................ (4,073) (2,975)
Increase in demonstration equipment and other assets .............. (3,983) (2,696)
Payments for product rights ....................................... (2,711) --
Purchase of investment ............................................ -- (7,429)
-------- --------
Net cash used in investing activities .......................... (18,554) (15,763)
-------- --------
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES:
Net payments under lines of credit ................................ -- (2,383)
Payments on long-term debt ........................................ (1,865) (41)
Proceeds of loan from SPX Corporation ............................. -- 4,429
Proceeds from SPX Corporation ..................................... -- 5,769
-------- --------
Net cash from (used in) financing activities .................. (1,865) 7,774
-------- --------
EFFECT OF FOREIGN CURRENCY TRANSLATION .............................. (419) 383
-------- --------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS ..................... (4,332) 1,211
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ......................... 22,646 1,023
-------- --------
CASH AND EQUIVALENTS AT END OF PERIOD ............................... $ 18,314 $ 2,234
======== ========
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" or the "Company") provides
large-scale, mission critical storage networking products, software and services
- -- the IN-VSN family. This includes a unique family of switches, HBA's,
directors, storage over WAN and optical networking products that allow storage
networks to extend beyond traditional geographic boundaries. The IN-VSN
offerings, and INRANGE Global Solutions offerings of consulting and professional
services, provide solutions to customers' complex business problems and storage
networking applications.
The Company is a majority-owned subsidiary of SPX Corporation ("SPX"). 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).
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.
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
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customer base. The Company performs ongoing credit evaluations of its customers'
financial condition and maintains reserves for-potential bad debt losses.
Recently, one of the Company's customers filed for bankruptcy. While the
specifics are being determined, the Company has provided a reserve that
management believes is adequate to cover exposure related to this matter. For
the three month period ended June 30, 2001, one customer accounted for 10.2% of
total revenues. No single customer in any of the other periods presented
represented greater than 10% of total revenue and no one customer represents
greater than 10% of accounts receivable at June 30, 2001.
Recent Accounting Pronouncements
On July 20, 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141 "Business Combinations" ("SFAS 141")
and SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). These
pronouncements change the accounting for business combinations, goodwill and
intangible assets. SFAS 141 eliminates the pooling-of-interests method of
accounting for business combinations and further clarifies the criteria to
recognize intangible assets separately from goodwill. The requirement of SFAS
141 is effective for any business combination accounted for by the purchase
method that is completed after June 30, 2001. SFAS 142 states that goodwill and
indefinite lived intangible assets are no longer amortized, but are reviewed for
impairment annually (or more frequently if impairment indicators arise). The
amortization provisions of SFAS 142 apply to goodwill and intangible assets
acquired after June 20, 3001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, companies are required to adopt the
pronouncement in their fiscal year beginning after December 15, 2001.
We are currently evaluating the provisions of SFAS 141 and SFAS 142 and the
impact that adoption will have on the Company's financial position and results
of operations. All of the Company's other purchased intangible assets have been
separately identified and recognized in the balance sheet. These intangibles are
being amortized over the estimated useful lives or contractual lives as
appropriate. Based on historical purchase price allocations or preliminary
allocations for business combinations completed prior to June 30, 2001,
management estimates that the cessation of goodwill amortization will increase
operating income by approximately $3,500 on an annualized basis when the
accounting pronouncements are adopted by the Company.
3. ACQUISITIONS:
In May 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.
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 acquisitions were 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 respective acquisition dates. The aggregate
purchase price of the acquisitions, net of acquired cash, was $14,499. The
purchase price was allocated $3,079 to net tangible assets and the remaining
$11,420 was classified as goodwill and other intangibles and is being amortized
over the estimated useful lives. The purchase price allocation was based on
preliminary estimates, currently available information and certain assumptions
that we deem appropriate. Management does not believe that changes to these
estimates will be material. 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.
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 for the three months ended and $100 for the six months ended June 30, 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
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of the Company are charged to the Company. The direct costs were $2,110 and
$1,526 for the three months and $3,884 and $2,944 for the six months ended June
30, 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 June 30, 2001, the demand note
from SPX was $49,060. The demand note bears interest at the average rate of the
SPX credit facilities and the interest is recorded on a monthly basis as
interest income. The accompanying statements of operations for the three months
and six months ended June 30, 2001 includes interest income of $1,108 and
$2,404, respectively, relating to interest income from the demand note from SPX.
5. SPECIAL CHARGES:
The Company recorded special charges of $8,027 and $(190) in the six months
ended June 30, 2001 and 2000, respectively, for restructuring initiatives. The
components of the charges have been computed based on actual cash payouts,
management's estimate of the realizable value of the affected tangible assets
and estimated exit costs, including severance and other employee benefits based
on existing severance policies. The purpose of these restructuring initiatives
is to improve profitability, streamline operations, reduce costs and improve
efficiency.
In the second quarter of 2001, the Company announced a restructuring
initiative and its exit of the telecommunications business. As a result, the
Company recorded charges of $12,931. The charges include severance, lease
abandonment costs, asset impairments and inventory write-offs. The charges for
inventory write-offs of $4,904 are recorded as components of cost of sales; all
other charges of $8,027 are included as special charges in the accompanying
statements of operations.
The $8,027 of special charges includes $2,602 for a reduction in sales,
marketing, operations and engineering headcount of approximately 77 employees in
selected non-strategic product areas. Other costs are $4,773 related to asset
write-downs associated with discontinued product lines and $652 associated with
existing obligations related to discontinued product lines. The majority of the
severance and other payments associated with this initiative are expected to be
made in 2001.
During the six months ended June 30, 2000, the Company revised its estimates
of the remaining 1999 restructuring costs expected to be incurred, resulting in
special charges of $(190). As of June 30, 2000, the Company maintained $1,253 of
restructuring charges and disposition related accruals. These accruals include
$400 from a December 1998 charge for facility holding costs, which the Company
expects to use by May 2002, and $900 for the remaining lease obligations related
to a former manufacturing facility, which will be used through the expiration of
the leases. Disposition related accruals of $60 remain from these charges at
June 30, 2001 and are expected to be paid in 2002.
The following table details the changes to the Company's disposition related
accruals through June 30, 2001:
JUNE 30, JUNE 30,
2001 2000
-------- --------
Balance at beginning of period .... $ 291 $ 2,196
Provision ......................... 3,204 (190)
Charges ........................... (532) (753)
------- -------
Balance at end of period .......... $ 2,963 $ 1,253
======= =======
6. INVENTORIES:
JUNE 30, DECEMBER 31,
2001 2000
-------- ------------
Raw materials ..................... $13,709 $14,743
Work-in-process ................... 2,376 1,984
Finished goods .................... 10,017 12,544
------- -------
Total inventories ............... $26,102 $29,271
======= =======
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7. OTHER ASSETS:
JUNE 30, DECEMBER 31,
2001 2000
--------- ------------
Capitalized software ............... $ 17,065 $ 17,218
Demonstration equipment ............ 22,355 18,412
Product rights ..................... 10,516 9,053
Investment ......................... 3,250 3,250
Other .............................. 546 539
-------- --------
Total other assets ....... 53,732 48,472
Accumulated amortization--
Capitalized software ............. (5,855) (5,045)
Demonstration equipment .......... (8,423) (5,592)
Product rights ................... (1,197) (547)
-------- --------
Net other assets .......... $ 38,257 $ 37,288
======== ========
The Company capitalized $4,073 and $2,975 in the six months ended June 30,
2001 and 2000, respectively, of software development costs. Amortization expense
was $1,801 and $1,339 in the six months ended June 30, 2001 and 2000,
respectively. The Company capitalized $1,903 and $1,653 in the three months
ended June 30, 2001 and 2000, respectively, of software development costs.
Amortization expense was $898 and $671 in the three months ended June 30, 2001
and 2000, respectively. In 2001, the Company wrote-off $3,336 of net capitalized
software costs in connection with the discontinuance of certain product lines
(see Note 5).
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.
8. DEBT:
Short-term borrowings and long-term debt consist of the following:
JUNE 30, DECEMBER 31,
2001 2000
-------- ------------
Seller notes, net of unamortized
discount of $187 and $394, respectively .... $ 4,063 $ 4,106
Seller note for working capital adjustment .... -- 1,615
------- -------
4,063 5,721
Less -- Current portion of long-term debt ..... (2,966) (4,438)
------- -------
Long-term debt ................................ $ 1,097 $ 1,283
======= =======
In connection with the acquisitions of Computerm Corporation and Varcom
Corporation in August 2000, 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 $104 and $207
for the three months and six months ended June 30, 2001, respectively.
Foreign subsidiaries have separate lines of credit with European banks in
their local currency with a U.S. value of approximately $5,200, of which $1,684
was outstanding as of June 30, 2000. There were no borrowings on the lines of
credit as of June 30, 2001. The weighted average interest rate on borrowings
under the foreign lines of credit was 6.11% for the six months ended June 30,
2000. There were no borrowings during the six months ended June 30, 2001. The
lines of credit are guaranteed by SPX.
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9. COMMITMENTS AND CONTINGENCIES:
In March 2001, the Company entered into a memorandum of understanding with a
third party for certain technology, license and product development activities.
In connection with this agreement, the Company has committed to minimum
royalties, licensing and product development costs of up to $20,000 contingent
upon the achievement of certain milestones.
In June 2001, the Company filed suit against a customer for breach of
contract following its refusal to pay the Company for approximately $5,000 of
equipment. While the case is in early stages, management believes the amount is
collectible.
10. 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 00-23, 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.
11. 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 (loss) by the weighted average number of shares of common stock
outstanding during the period while diluted earnings (loss) per share reflects
the potential dilution from the exercise or conversion of securities into common
stock.
At June 30, 2001, there were 8,186,000 options outstanding to purchase Class
B common stock at prices ranging from $7.74 to $36.88 per share. These stock
options were not included in the earnings per share calculation for the three or
six months ended June 30, 2001, as the impact would be antidilutive. There were
no dilutive securities outstanding at June 30, 2000.
12. COMPREHENSIVE INCOME:
The components of comprehensive income (loss) are as follows:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ ------------------
2001 2000 2001 2000
-------- ------- -------- -------
Net income (loss)............... $(5,447) $4,483 $(3,101) $7,693
Foreign currency adjustments.... (184) 275 (419) 383
------- ------ ------- ------
Comprehensive income (loss)..... $(5,631) $4,758 $(3,520) $8,076
======= ====== ======= ======
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13. 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 SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ----------------------
2001 2000 2001 2000
-------- --------- --------- ---------
Revenue:
United States ... $ 39,538 $ 33,423 $ 81,066 $ 60,911
Europe........... 20,326 10,940 36,435 21,867
Export........... 9,542 7,912 15,780 15,650
-------- --------- --------- ---------
$ 69,406 $ 52,275 $ 133,281 $ 98,428
======== ========= ========= =========
JUNE 30, DECEMBER 31,
2001 2000
-------- -----------
Long-lived assets:
Domestic........... $101,940 $ 91,478
Foreign............ 8,598 6,542
-------- --------
$110,538 $ 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 provide large-scale, mission critical storage networking products,
software and services -- the IN-VSN family. This includes a unique family of
switches, HBA's, directors, storage over WAN and optical networking products
that allow storage networks to extend beyond traditional geographic boundaries.
The IN-VSN offerings, and INRANGE Global Solutions offerings of consulting and
professional services, provide solutions to customers' complex business problems
and storage networking applications.
In August 2000, we acquired the net assets of Varcom Corporation (Varcom)
and Computerm Corporation (Computerm). Varcom, at the time of acquisition,
provided network management hardware, software and services. Computerm was
engaged in the manufacture, sale and service of high performance channel
extension products and services that allow storage networking applications 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.
To expand our professional service capabilities, we have acquired two
professional services companies in 2001. In January 2001, we purchased the
assets of Prevail Technology, which designs and implements high availability
solutions for IT infrastructures and e-business environments. In May 2001, we
acquired the assets of Onex, Incorporated. 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. The acquisitions expand the Company's capabilities to
directly support storage management and Storage Area Network (SAN) planning and
deployment. We have accounted for both acquisitions using the purchase method of
accounting.
In the second quarter 2001, the Company decided to focus on its storage
networking business and announced that it will restructure its operations and
exit the telecommunications business by December 31, 2001. In connection with
this decision, the Company recorded restructuring and special charges that
totaled $12.9 million. The charges include severance, lease abandonment costs,
asset impairments and inventory write-offs, and the charges are reflected in the
accompanying statements of operations. The charges for inventory write-offs
($4.9 million) are recorded as components of cost of sales; all other charges
($8.0 million) are included as special charges in the statements of operations.
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RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected
operating data as a percentage of revenue:
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2001 2000 2001 2000
------ ------ ------ -------
Revenue.................................. 100.0% 100.0% 100.0% 100.0%
Gross margin............................. 37.2% 48.1% 41.9% 48.7%
Research, development and engineering.... 10.1% 9.8% 11.0% 10.2%
Selling, general and administrative...... 28.2% 23.7% 28.7% 24.9%
Operating income (loss).................. (14.5)% 14.5% (5.6)% 13.2%
Net income (loss)........................ (7.8)% 8.6% (2.3)% 7.8%
Comparison of three months ended June 30, 2001 and 2000
Revenue. Revenue for the three months ended June 30, 2001 was $69.4 million,
an increase of $17.1 million, or 32.8%, from $52.3 million for the three months
ended June 30, 2000. Sales of our open storage networking products and services
were $26.9 million, an increase of $16.2 million, or 151.4%, from $10.7 million
in the three-month period ended June 30, 2000. Our open storage networking
products consist primarily of fibre channel directors and optical networking
equipment. The increase in total revenues was primarily driven by sales of the
FC/9000 Director, other optical networking equipment and increases in service
revenues offset by decreases in telecommunications and other proprietary storage
products and the impact of general pricing pressures. Revenue growth
attributable to the acquisitions completed in 2000 and 2001 was approximately
$11.1 million.
Cost of Revenue. Our cost of revenue for the three months ended June 30,
2001 was $43.6 million, which reflects a charge of $4.9 million relating to the
inventory write-offs associated with the restructuring and the exit of the
telecommunications business. Excluding this charge, cost of sales for the three
months ended June 30, 2001 was $38.7 million, an increase of $11.6 million, or
42.8%, from $27.1 million for the three months ended June 30, 2000. As a
percentage of revenue, cost of revenue increased to 55.7% (excluding special
charges) for the three months ended June 30, 2001 from 51.9% for the three
months ended June 30, 2000. The increase in cost as a percentage of revenue was
primarily related to an increased amount of revenue from indirect channels,
increased technology costs of certain open storage networking products and a
change in product mix. These cost increases were partially offset by decreased
service costs as a percentage of revenues due to cost containment initiatives
and increased margins on professional services.
Research, Development and Engineering. Research, development and engineering
expenses for the three months ended June 30, 2001 were $7.0 million, an increase
of $1.9 million from $5.1 million for the three months ended June 30, 2000. As a
percentage of revenue, research, development and engineering expenses were 10.1%
for the three months ended June 30, 2001 as compared to 9.8% for the three
months ended June 30, 2000. The increase was a result of additional headcount
primarily to support Fibre Channel initiatives, and other storage networking
products. Including capitalized software, research development and engineering
spending was $9.2 million for the three months ended June 30, 2001, or 13.2% of
revenue, compared to $6.8 million, or 13.0% of revenue, for the three months
ended June 30, 2000.
Selling, General and Administrative. Selling, general and administrative
expenses for the three months ended June 30, 2001 were $19.6 million, an
increase of $7.2 million from $12.4 million for the three months ended June 30,
2000. As a percentage of revenue, selling, general and administrative expenses
were 28.2% for
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the three months ended June 30, 2001, compared to 23.7% for the three months
ended June 30, 2000. The increase was primarily due to increased personnel to
support the increased sales levels, spending related to additional product
marketing initiatives and hiring additional key management.
Special charges. Special charges for the three months ended June 30, 2001
were $8.0 million. The special charges were attributable to restructuring costs
associated with our actions to streamline operations and improve efficiencies
and exit from the telecommunications business. The charges include $2.6 million
for a reduction in sales, marketing, operations and engineering headcount of
approximately 77 employees in selected non-strategic product areas. The majority
of the severance and other payments associated with this restructuring are
expected to be completed in 2001. Other costs included in special charges were
$4.8 million related to asset write-downs associated with discontinued product
lines and $0.6 million associated with continuing obligations related to
discontinued product lines.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill and
other intangibles for the three month periods ended June 30, 2001 and 2000 was
$1.3 million and $0.3 million, respectively. The increase was a result of
goodwill and other intangibles associated with the five businesses acquired
during the last twelve months.
Interest (Income) Expense. Interest income for the three months ended June
30, 2001 was $1.3 million. There was no interest income for the three months
ended June 30, 2000. The interest income for the three months ended June 30,
2001 was principally for interest earned from our demand note with SPX. Interest
expense for the three months ended June 30, 2001 was $0.2 million, compared to
$0.1 million for the three months ended June 30, 2000. The interest expense for
the three months ended June 30, 2001 was principally interest accrued on our
notes to sellers related to business acquisitions in 2000.
Income Taxes. Our effective tax rate for the three months ended June 30,
2001 and 2000 was 40%.
Comparison of six months ended June 30, 2001 and 2000
Revenue. Revenue for the six months ended June 30, 2001 was $133.3 million,
an increase of $34.9 million, or 35.5%, from $98.4 million for the six months
ended June 30, 2000. Sales of our open storage networking products and services
were $48.0 million, an increase of $31.0 million, or 182.4%, from $17.0 million
in the six-month period ended June 30, 2000. Our open storage networking
products consist primarily of fibre channel directors and optical networking
equipment. The increase in total revenue was primarily driven by sales of the
FC/9000 Director, other optical networking equipment and increases of service
revenues offset by decreases in telecommunications and other proprietary storage
products and the impact of general pricing pressures. Revenue growth
attributable to the acquisitions completed in 2000 and 2001 was approximately
$20.6 million.
Cost of Revenue. Our cost of revenue for the six months ended June 30, 2001
was $77.5 million, which reflects a charge of $4.9 million relating to the
inventory write-offs associated with the restructuring and the exit of the
telecommunications business. Excluding this charge, cost of sales for the six
months ended June 30, 2001 was $72.6 million, an increase of $22.1 million, or
43.8%, from $50.5 million for the six months ended June 30, 2000. As a
percentage of revenue, cost of revenue increased to 54.5% (excluding special
charges) for
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15
the six months ended June 30, 2001 from 51.3% for the six months ended June 30,
2000. The increase in cost as a percentage of revenue was primarily related to
an increased amount of revenue from indirect channels, increased technology
costs of certain open storage networking products and a change in product mix.
These cost increases were partially offset by decreased service costs as a
percentage of revenues due to cost containment initiatives and increased margins
on professional services.
Research, Development and Engineering. Research, development and engineering
expenses for the six months ended June 30, 2001 were $14.6 million, an increase
of $4.5 million from $10.1 million for the six months ended June 30, 2000. As a
percentage of revenue, research, development and engineering expenses were 11.0%
for the six months ended June 30, 2001 as compared to 10.2% for the six months
ended June 30, 2000. The increase was a result of additional headcount primarily
to support Fibre Channel initiatives, and other storage networking products.
Including capitalized software, research development and engineering spending
was $18.9 million for the six months ended June 30, 2001, or 14.2% of revenue,
compared to $13.0 million, or 13.2% of revenue, for the six months ended June
30, 2000.
Selling, General and Administrative. Selling, general and administrative
expenses for the six months ended June 30, 2001 were $38.3 million, an increase
of $13.8 million from $24.5 million for the six months ended June 30, 2000. As a
percentage of revenue, selling, general and administrative expenses were 28.7%
for the six months ended June 30, 2001, compared to 24.9% for the six months
ended June 30, 2000. The increase was primarily due to increased personnel to
support the increased sales levels for the FC/9000, spending related to
additional product marketing initiatives and hiring additional key management.
Special charges. Special charges for the six months ended June 30, 2001 were
$8.0 million. The special charges were attributable to restructuring costs
associated with our actions to streamline operations and improve efficiencies
and the exit from the telecommunications business. The charges include $2.6
million for a reduction in sales, marketing, operations and engineering
headcount of approximately 77 employees in selected non-strategic product areas.
The majority of the severance and other payments associated with this
restructuring are expected to be completed in 2001. Other costs included in
special charges were $4.8 million related to asset write-downs associated with
discontinued product lines and $0.6 million associated with continuing
obligations related to discontinued product lines.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill
and other intangibles for the six-month periods ended June 30, 2001 and 2000 was
$2.3 million and $0.5 million, respectively. The increase was a result of
goodwill and other intangibles associated with the five businesses acquired
during the last twelve months.
Interest Income. Interest income for the six months ended June 30, 2001 was
$2.8 million. There was no interest income for the six months ended June 30,
2000. The interest income for the six months ended June 30, 2001 was principally
for interest earned from our demand note with SPX.
Interest expense for the six months ended June 30, 2001 was $0.4 million,
compared to $0.3 million for the six months ended June 30, 2000. The interest
expense for the six months ended June 30, 2001 was principally interest accrued
on our notes to sellers related to business acquisitions in 2000.
Income Taxes. Our effective tax rate for the six months ended June 30, 2001
and 2000 was 40%.
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16
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $16.5 million for the six months
ended June 30, 2001. During this period, cash flow from operations was
principally generated from a decrease in accounts receivable and inventories and
an increase in accounts payable, offset by a decrease in accrued expenses
related to year-end compensation, commission and benefit payments.
Cash flow used for investing activities was $18.6 million for the six months
ended June 30, 2001. Of that amount, $14.5 million related to the cash paid to
acquire businesses and the remainder was used to purchase property and
equipment, 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 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 and six months ended June 30, 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 six months ended June 30, 2001, net cash used by financing
activities was $1.9 million, consisting primarily of net cash outflows related
to our 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 costs 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 available, it may be dilutive or may not be obtainable
on terms acceptable to us.
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RECENT ACCOUNTING PRONOUNCEMENTS
On July 20, 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141 "Business Combinations" ("SFAS 141")
and SFAS No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142"). These
pronouncements change the accounting for business combinations, goodwill and
intangible assets. SFAS 141 eliminates the pooling-of-interests method of
accounting for business combinations and further clarifies the criteria to
recognize intangible assets separately from goodwill. The requirement of SFAS
141 is effective for any business combination accounted for by the purchase
method that is completed after June 30, 2001. SFAS 142 states that goodwill and
indefinite lived intangible assets are no longer amortized, but are reviewed for
impairment annually (or more frequently if impairment indicators arise). The
amortization provisions of SFAS 142 apply to goodwill and intangible assets
acquired after June 20, 3001. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, companies are required to adopt the
pronouncement in their fiscal year beginning after December 15, 2001.
We are currently evaluating the provisions of SFAS 141 and SFAS 142 and the
impact that adoption will have on our financial position and results of
operations. All of our other purchased intangible assets have been separately
identified and recognized in our balance sheet. These intangibles are being
amortized over their estimated useful lives or contractual lives as appropriate.
Based on historical purchase price allocations or preliminary allocations for
business combinations completed prior to June 30, 2001, we estimate that the
cessation of goodwill amortization will increase our operating income by
approximately $3.5 million on an annualized basis when the accounting
pronouncements are adopted by the Company.
--------------------
Certain portions of this report, including the foregoing discussion in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the "Notes to Unaudited Consolidated Financial Statements",
contain 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 June 30, 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 June 30, 2001 was $49.1
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.
18
19
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, other
than as follows:
We recently filed a breach of contract lawsuit against a customer following
that customer's refusal to pay us for approximately $5 million of equipment. It
is too early in the proceeding to express an opinion concerning the ultimate
outcome, but we believe that the amount is collectible.
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20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held our Annual Meeting of Shareholders on April 20, 2001 at which
shareholders elected three directors to three-year terms expiring in 2004 and
ratified the appointment of Arthur Andersen LLP as our independent public
accountants.
The results of the voting in connection with the above items were as
follows:
For Withheld/Against
--- ----------------
Proposal 1 - Election of Directors
David L. Chapman 381,932,218 74,072
Robert B. Foreman 381,604,636 401,654
Christopher J. Kearney 381,907,393 98,897
For Against Abstain
--- ------- -------
Proposal 2 - Ratification of
appointment of accountants 381,995,895 8,500 1,895
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Item 6. Exhibits and Reports on Form 8-K
(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
(File No. 000-31517)).
*10.13 - Amendment to Inrange Technologies Corporation Executive EVA Incentive
Compensation Plan - (Exhibit 10.13 to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2001
(File No. 000-31517)).
*10.14 - Memorandum of Understanding dated March 16, 2001 between Inrange
Technologies Corporation and QLogic Corporation (Exhibit 10.14 to the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2001 (File No. 000-31517)).+
* 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: August 14, 2001 By: /s/ Jay Zager
-----------------------------------
Jay Zager, Executive Vice President
and Chief Financial Officer (duly
authorized officer and principal
financial officer)
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