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 September 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 November 9, 2001- 84,488,333
INRANGE TECHNOLOGIES CORPORATION
INDEX TO FORM 10-Q
PAGE
NUMBER
------
PART I FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements
Unaudited Consolidated Balance Sheets at
September 30, 2001 and December 31, 2000 3
Unaudited Consolidated Statements of Operations
for the Three and Nine months ended
September 30, 2001 and 2000 4
Unaudited Consolidated Statements of Cash Flows
for the Nine months ended September 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 19
PART II OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 21
SIGNATURES 23
2
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)
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------- -------------
ASSETS
CURRENT ASSETS:
Cash and equivalents ............................. $ 18,851 $ 22,646
Demand note from SPX ............................. 43,083 60,956
Accounts receivable, net ......................... 66,019 79,988
Inventories ...................................... 27,351 29,271
Prepaid expenses and other ....................... 3,016 5,209
Deferred income taxes ............................ 4,968 4,968
-------- --------
Total current assets ..................... 163,288 203,038
PROPERTY, PLANT AND EQUIPMENT, net ................. 21,266 16,103
GOODWILL AND OTHER INTANGIBLES, net ................ 55,978 44,629
OTHER ASSETS, net .................................. 40,082 37,288
-------- --------
Total assets ............................. $280,614 $301,058
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings and current
portion of long-term debt ....................... $ 1,133 $ 4,438
Accounts payable ................................. 25,658 23,541
Accrued expenses ................................. 19,176 29,401
Deferred revenue ................................. 10,416 10,923
-------- --------
Total current liabilities ................ 56,383 68,303
-------- --------
LONG-TERM DEBT ..................................... - 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 ................................ 70,151 95,155
Accumulated other comprehensive income ........... 839 608
-------- --------
Total stockholders' equity ............... 223,313 230,554
-------- --------
Total liabilities and stockholders' equity $280,614 $301,058
======== ========
The accompanying notes are an integral part of these statements.
3
INRANGE TECHNOLOGIES CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ----------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
REVENUE:
Product revenue .............................. $ 37,852 $ 53,925 $ 145,060 $ 135,288
Service revenue .............................. 17,192 10,170 43,265 27,235
------------ ------------ ------------ ------------
Total revenue ........................ 55,044 64,095 188,325 162,523
------------ ------------ ------------ ------------
COST OF REVENUE:
Cost of product revenue ...................... 23,913 24,973 84,350 64,103
Cost of service revenue ...................... 11,015 6,800 28,061 18,133
------------ ------------ ------------ ------------
Total cost of revenue ............... 34,928 31,773 112,411 82,236
------------ ------------ ------------ ------------
Gross margin ...................... 20,116 32,322 75,914 80,287
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Research, development and
engineering ............................... 6,754 5,807 21,371 15,867
Selling, general and administrative .......... 17,662 16,147 55,927 40,681
Special charges .............................. 2,700 -- 10,727 (190)
Write-off of acquired in-process technology .. -- 10,000 -- 10,000
Amortization of goodwill and other
intangibles ................................. 1,333 747 3,668 1,281
------------ ------------ ------------ ------------
Operating expenses ................... 28,449 32,701 91,693 67,639
------------ ------------ ------------ ------------
OPERATING INCOME (LOSS) ........................ (8,333) (379) (15,779) 12,648
INTEREST (INCOME) EXPENSE ...................... (758) 830 (3,110) 1,146
OTHER (INCOME) EXPENSE ......................... (270) 143 (211) 32
------------ ------------ ------------ ------------
Income (loss) before income taxes ............ (7,305) (1,352) (12,458) 11,470
INCOME TAXES ................................... (2,931) (541) (4,986) 4,588
------------ ------------ ------------ ------------
NET INCOME (LOSS) .............................. $ (4,374) $ (811) $ (7,472) $ 6,882
============ ============ ============ ============
EARNINGS (LOSS) PER SHARE:
Basic and diluted ............................. $ (0.05) $ (0.01) $ (0.09) $ 0.09
============ ============ ============ ============
Shares used in computing basic earnings
per share ................................... 84,488,333 76,018,333 84,488,333 75,763,003
============ ============ ============ ============
Shares used in computing diluted earnings
per share ................................... 84,488,333 76,018,333 84,488,333 75,928,425
============ ============ ============ ============
The accompanying notes are an integral part of these statements.
4
INRANGE TECHNOLOGIES CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------
2001 2000
--------- ---------
CASH FLOW FROM (USED IN) OPERATING ACTIVITIES:
Net income (loss) .............................. $ (7,472) $ 6,882
Adjustments to reconcile net income(loss) to net
cash provided by operating activities:
Depreciation ................................. 4,922 4,321
Amortization of goodwill and other intangibles 3,668 1,281
Amortization of other assets ................. 7,917 4,503
Accretion of debt on seller notes ............ 277 58
Stock option charge .......................... -- 250
Special charges .............................. 10,727 (190)
Deferred income taxes ........................ -- (4,000)
Write-off of acquired in-process technology .. -- 10,000
Changes in operating assets and liabilities:
Accounts receivable .......................... 18,714 (15,520)
Inventories .................................. 1,920 (1,450)
Prepaid expenses and other current assets .... 2,450 (2,859)
Accounts payable ............................. 1,271 5,082
Accrued expenses ............................. (12,774) 6,612
Deferred revenue ............................. (809) (2,724)
Payments of special charges and
disposition related accruals ................ (1,501) (832)
--------- ---------
Net cash from operating activities ...... 29,310 11,414
--------- ---------
CASH FLOW FROM (USED IN) INVESTING ACTIVITIES:
Purchases of property, plant and
equipment, net ................................ (8,296) (3,090)
Cash paid for business acquired, net
of cash acquired .............................. (19,364) (54,803)
Decrease in demand note from SPX Corporation ... 17,873 --
Capitalized software costs ..................... (6,981) (4,748)
Increase in demonstration equipment
and other assets .............................. (6,592) (7,571)
Payments for product rights .................... (5,111) --
Purchase of investment ......................... -- (3,000)
--------- ---------
Net cash used in investing activities ....... (28,471) (73,212)
--------- ---------
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES:
Net payments under lines of credit ............. -- (2,484)
Net proceeds from initial public offering ...... -- 128,200
Payments on long-term debt ..................... (4,865) (64)
Proceeds of loan from SPX Corporation .......... -- 12,052
Loan made to SPX Corporation ................... -- (57,526)
--------- ---------
Net cash from (used in) financing
activities ................................ (4,865) 80,178
--------- ---------
EFFECT OF FOREIGN CURRENCY TRANSLATION ........... 231 701
--------- ---------
NET INCREASE(DECREASE) IN CASH AND EQUIVALENTS ... (3,795) 19,081
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ...... 22,646 1,023
--------- ---------
CASH AND EQUIVALENTS AT END OF PERIOD ............ $ 18,851 $ 20,104
========= =========
The accompanying notes are an integral part of these statements.
5
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, Host Bus
Adapters ("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
6
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. No
single customer in the three or nine month periods ended September 30, 2001
represented greater than 10% of total revenue or accounts receivable.
Recent Accounting Pronouncements
In June 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 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 30, 2001. With
respect to goodwill and intangible assets acquired prior to July 1, 2001,
companies are required to adopt the pronouncement in the 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 consolidated 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 July 1,
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 September 2001, the Company completed the acquisition of eB Networks. eB
Networks, located in Parsippany, New Jersey, is noted for its expertise in
design and support services for enterprise network infrastructures.
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 $19,364. The
purchase price was allocated $4,944 to net tangible assets and the remaining
$14,420 was classified as goodwill and other intangibles. Goodwill related to
the acquisition of Onex and Prevail is being amortized over the estimated useful
lives. Goodwill totaling $3,000 related to the eB Networks acquisition is not
being amortized pursuant to SFAS 142. 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
7
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 $150 for the nine months ended September 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 of the Company are
charged to the Company. The direct costs were $2,118 and $1,749 for the three
months and $6,002 and $4,693 for the nine months ended September 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 consolidated
balance sheet. Advances and other intercompany charges after such date are
recorded as a component of the demand note due from SPX. As of September 30,
2001, the demand note from SPX was $43,083. 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 nine months ended September 30, 2001 includes interest
income of $801 and $3,205, respectively, relating to interest income from the
demand note from SPX.
5. SPECIAL CHARGES:
The Company recorded special charges of $10,727 and $(190) in the nine
months ended September 30, 2001 and 2000, respectively, for restructuring
initiatives and investment write-down. The components of the charges relating to
the restructuring initiatives 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 from 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;
remaining 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.
In the third quarter of 2001, the Company recorded a special charge of
$2,700 related to the write down of a strategic investment made in a supplier.
During the nine months ended September 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 September 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 September 30, 2001 and are expected to be paid in 2002.
The following table details the changes to the Company's disposition related
accruals through September 30, 2001:
NINE MONTHS ENDED
SEPTEMBER 30,
------------------
2001 2000
------- -------
Balance at beginning of
period.................. $ 291 $ 2,196
Provision................. 3,254 (190)
Charges................... (1,501) (832)
------- -------
Balance at end of period.. $ 2,044 $ 1,174
======= =======
8
6. INVENTORIES:
SEPTEMBER 30, DECEMBER 31,
2001 2000
---- ----
Raw materials............. $14,637 $14,743
Work-in-process........... 2,907 1,984
Finished goods............ 9,807 12,544
------- -------
Total inventories....... $27,351 $29,271
======= =======
7. OTHER ASSETS:
SEPTEMBER 30, DECEMBER 31,
2001 2000
---- ----
Capitalized software...... $18,180 $17,218
Demonstration equipment... 22,744 18,412
Product rights............ 12,725 9,053
Investment................ 550 3,250
Other..................... 598 539
------- -------
Total other assets ... 54,797 48,472
Accumulated amortization--
Capitalized software.... (4,991) (5,045)
Demonstration equipment. (7,926) (5,592)
Product rights.......... (1,798) (547)
------- -------
Net other assets ..... $40,082 $37,288
======= =======
The Company capitalized $6,981 and $4,748 in the nine months ended September
30, 2001 and 2000, respectively, of software development costs. Amortization
expense was $2,585 and $2,096 in the nine months ended September 30, 2001 and
2000, respectively. The Company capitalized $2,908 and $1,773 in the three
months ended September 30, 2001 and 2000, respectively, of software development
costs. Amortization expense was $784 and $757 in the three months ended
September 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:
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------- ------------
Seller notes, net of unamortized
discount of $117 and $394,
respectively...................... $ 1,133 $ 4,106
Seller note for working capital
adjustment......................... -- 1,615
-------- --------
1,133 5,721
Less -- Current portion of long-term
debt................................. (1,133) (4,438)
-------- --------
Long-term debt....................... $ -- $ 1,283
======== ========
In connection with the acquisitions of Computerm Corporation ("Computerm")
and Varcom Corporation ("Varcom") in August 2000, the Company issued
non-interest bearing notes payable to the sellers. The note due to sellers of
Varcom is $1,250 and is due in August 2002. The note due to the sellers of
Computerm was $3,000 and was paid in August 2001. The notes were discounted at
10% and imputed interest expense was $70 and $277 for the three months and nine
months ended September 30, 2001, respectively.
9
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 $4,067
was outstanding as of September 30, 2000. There were no borrowings on the lines
of credit as of September 30, 2001. The weighted average interest rate on
borrowings under the foreign lines of credit was 5.63% for the nine months ended
September 30, 2000. There were no borrowings during the nine months ended
September 30, 2001. The lines of credit are guaranteed by SPX.
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 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.
The following is a reconciliation of the basic and diluted earnings per
share calculations:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
2001 2000 2001 2000
---- ---- ---- ----
Net income (loss) $ (4,374) $ (811) $ (7,472) $ 6,882
============ ============ ============ ============
Weighted average shares outstanding 84,488,333 76,018,333 84,488,333 75,763,003
Dilutive effect of stock options -- -- -- 165,422
------------ ------------ ------------ ------------
Diluted shares outstanding 84,488,333 76,018,333 84,488,333 75,928,425
============ ============ ============ ============
Basic earnings (loss) per share $ (0.05) $ (0.01) $ (0.09) $ 0.09
============ ============ ============ ============
Diluted earnings (loss) per share $ (0.05) $ (0.01) $ (0.09) $ 0.09
============ ============ ============ ============
At September 30, 2001, there were outstanding options to purchase 8,793,000
shares of Class B common stock at prices ranging from $5.81 to $36.88 per share.
These stock options were not included in the loss per share calculation for the
three or nine months ended September 30, 2001, as the impact would be
antidilutive.
10
12. COMPREHENSIVE INCOME:
The components of comprehensive income (loss) are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
2001 2000 2001 2000
---- ---- ---- ----
Net income (loss)............. $ (4,374) $ (811) $ (7,472) $6,882
Foreign currency adjustments.. 649 318 231 701
-------- ------ -------- ------
Comprehensive income (loss)... $ (3,725) $ (493) $ (7,241) $7,583
======== ====== ======== ======
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 NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
2001 2000 2001 2000
-------- --------- --------- ---------
Revenue:
United States $ 31,811 $ 36,355 $ 112,877 $ 96,618
Europe......... 15,073 20,053 51,508 41,916
Export......... 8,160 7,687 23,940 23,989
-------- --------- --------- ---------
$ 55,044 $ 64,095 $ 188,325 $ 162,523
======== ========= ========= =========
SEPTEMBER 30, DECEMBER 31,
2001 2000
---- ----
Long-lived assets:
Domestic....... $ 110,495 $ 91,478
Foreign........ 6,831 6,542
--------- --------
$ 117,326 $ 98,020
========= ========
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following information should be read in conjunction with our 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, Host Bus Adapters ("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 Consulting
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 and
Computerm Corporation. 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 acquired three
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. In September 2001, we acquired the assets of eB Networks,
which is noted for its expertise in design and support services for enterprise
network infrastructures. These acquisitions expand our capabilities to directly
support storage management and Storage Area Network (SAN) planning and
deployment. The aggregate purchase price of these acquisitions was $19.3
million. We have accounted for the acquisitions using the purchase method of
accounting.
In the second quarter 2001, we decided to focus on the storage networking
business and announced that we will restructure its operations and exit the
telecommunications business by December 31, 2001. In connection with this
decision, we 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.
In the third quarter 2001, we recorded a special charge of $2.7 million related
to the write down of a strategic investment in a supplier.
In the fourth quarter of 2001, we announced a reduction in our work force of
approximately ten percent, the costs of which (approximately $2.1 million) will
be included in a fourth quarter restructuring charge.
12
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected
operating data as a percentage of revenue:
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2001 2000 2001 2000
------ ------ ------ ------
Revenue ................................ 100.0% 100.0% 100.0% 100.0%
Gross margin ........................... 36.5% 50.4% 40.3% 49.4%
Research, development and engineering .. 12.3% 9.1% 11.3% 9.8%
Selling, general and administrative .... 32.1% 25.2% 29.7% 25.0%
Operating income(loss) ................. (15.1)% (0.6%) (8.4)% 7.8%
Net income(loss) ....................... (7.9)% (1.3%) (4.0%) 4.2%
Comparison of three months ended September 30, 2001 and 2000
Revenue. Revenue for the three months ended September 30, 2001 was $55.0
million, a decrease of $9.1 million, or 14.1%, from $64.1 million for the three
months ended September 30, 2000. Sales of our open storage networking products
and services were $20.0 million, an increase of $5.7 million, or 39.2%, from
$14.3 million in the three-month period ended September 30, 2000. Our open
storage networking products consist primarily of Fibre Channel directors and the
resale of optical networking equipment. The decrease in total revenues was
primarily driven by decreases in telecommunications and other proprietary
storage products, the effects the September 11, 2001 terrorist attacks in the
United States, resulting in a decrease in customer demand and inability of our
direct sales force to travel in order to close sales transactions and the impact
of general pricing pressures. The decrease in total revenues was offset by
increases in open storage networking revenue($5.7 million), primarily driven by
sales of the Fibre Channel director and other optical networking equipment and
increases in service revenues. Revenue growth attributable to the acquisitions
completed in 2000 and 2001 was approximately $12.8 million and $6.4 million for
the three months ended September 30, 2001 and 2000, respectively.
Cost of Revenue. Our cost of revenue for the three months ended September
30, 2001 was $34.9 million, an increase of $3.1 million, or 9.9%, from $31.8
million for the three months ended September 30, 2000. As a percentage of
revenue, cost of revenue increased to 63.5% for the three months ended September
30, 2001 from 49.6% for the three months ended September 30, 2000. The increase
in cost as a percentage of revenue was primarily related to fixed product costs
being spread over a lower revenue base, increased technology costs of certain
open storage networking products and a change in product mix.
Research, Development and Engineering. Research, development and engineering
expenses for the three months ended September 30, 2001 were $6.8 million, an
increase of $0.9 million from $5.8 million for the three months ended September
30, 2000. As a percentage of revenue, research, development and engineering
expenses were 12.3% for the three months ended September 30, 2001 as compared to
9.1% for the three months ended September 30, 2000. The increase was a result of
additional headcount, primarily to support Fibre Channel initiatives and other
storage networking products.
Selling, General and Administrative. Selling, general and administrative
expenses for the three months ended September 30, 2001 were $17.7 million, an
increase of $1.5 million from $16.2 million for the three months ended September
30, 2000. As a percentage of revenue, selling, general and administrative
expenses were 32.1% for the three months ended September 30, 2001, compared to
25.2% for the three months ended September 30, 2000. The increase was primarily
due to having increased personnel to support the anticipated
13
increased sales levels and spending related to additional product marketing
initiatives. In the fourth quarter 2001, the Company announced a reduction in
work force of approximately ten percent. It is expected that, as a result of
this, selling, general and administrative expenses as a percentage of sales will
decrease in the fourth quarter as a percentage of revenue.
Special charges. Special charges for the three months ended September 30,
2001 were $2.7 million. The charges were due to a write down of a strategic
investment made in a supplier. There were no special charges for the three
months ended September 30, 2000.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill
and other intangibles for the three month periods ended September 30, 2001 and
2000 was $1.3 million and $0.7 million, respectively. The increase was a result
of the full period effect of goodwill and other intangibles associated with the
businesses acquired during 2000 and before July 1, 2001.
Write-off of Acquired in-Process Technology. In conjunction with the
acquisition of Varcom, we recorded a charge of $10.0 million for the write-off
of acquired in-process technology during the three months ended September 30,
2000.
Interest (Income) Expense. Interest income for the three months ended
September 30, 2001 was $0.9 million, principally for interest earned from our
demand note with SPX.
Interest expense for the three months ended September 30, 2001 was $0.2
million, compared to $0.8 million for the three months ended September 30, 2000.
The interest expense for the three months ended September 30, 2001 was
principally interest accrued on our notes to sellers related to business
acquisitions in 2000. The interest expense for the three months ended September
30, 2000 was principally for money loaned to us by SPX for the acquisitions
completed during the third quarter of 2000. The loan for these acquisitions was
repaid from the IPO proceeds.
Income Taxes. Our effective tax rate for the three months ended
September 30, 2001 and 2000 was 40%.
Comparison of nine months ended September 30, 2001 and 2000
Revenue. Revenue for the nine months ended September 30, 2001 was $188.3
million, an increase of $25.8 million, or 15.9%, from $162.5 million for the
nine months ended September 30, 2000. Sales of our open storage networking
products and services were $68.0 million, an increase of $36.7 million, or 117%,
from $31.3 million in the nine-month period ended September 30, 2000. Our open
storage networking products consist primarily of Fibre Channel directors and the
resale of optical networking equipment. The increase in total revenue was
primarily driven by sales of the Fibre Channel directors, other optical
networking equipment and increases of service revenues offset by decreases in
telecommunications and other proprietary storage products, the effects of the
September 11, 2001 terrorist attacks in the United States, resulting in a
decrease in customer demand and inability of our direct sales force to travel in
order to close sales transactions and the impact of general pricing pressures.
Revenue growth attributable to the acquisitions completed in 2000 and 2001 was
approximately $33.4 million and $6.4 million for the nine months ended September
30, 2001 and 2000, respectively.
14
Cost of Revenue. Our cost of revenue for the nine months ended September 30,
2001 was $112.4 million, which includes 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 nine
months ended September 30, 2001 was $107.5 million, an increase of $25.3
million, or 30.8%, from $82.2 million for the nine months ended September 30,
2000. As a percentage of revenue, cost of revenue increased to 57.1% (excluding
special charges) for the nine months ended September 30, 2001 from 50.6% for the
nine months ended September 30, 2000. The increase in cost as a percentage of
revenue was primarily related to an increased amount of revenue from lower
margin 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 nine months ended September 30, 2001 were $21.4 million, an
increase of $5.5 million from $15.9 million for the nine months ended September
30, 2000. As a percentage of revenue, research, development and engineering
expenses were 11.3% for the nine months ended September 30, 2001 as compared to
9.8% for the nine months ended September 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 $28.4 million for the nine months ended
September 30, 2001, or 15.1% of revenue, compared to $20.6 million, or 12.7% of
revenue, for the nine months ended September 30, 2000.
Selling, General and Administrative. Selling, general and administrative
expenses for the nine months ended September 30, 2001 were $55.9 million, an
increase of $15.2 million from $40.7 million for the nine months ended September
30, 2000. As a percentage of revenue, selling, general and administrative
expenses were 29.7% for the nine months ended September 30, 2001, compared to
25.0% for the nine months ended September 30, 2000. The increase was primarily
due to having increased personnel to support the anticipated increased sales
levels for the Fibre Channel directors, expenses and personnel added in
connection with our initial public offering to support being a public company
and spending related to additional product marketing initiatives.
Special charges. Special charges for the nine months ended September 30,
2001 were $10.7 million. Special charges of $8.0 million were attributable to
restructuring costs associated with our actions to streamline operations and
improve efficiencies and the exit from the telecommunications business. These
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 associated with the restructuring 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.
Also included in special charges for the nine months ended September 30, 2001,
is $2.7 million associated with the write down of a strategic investment made in
a supplier.
Amortization of Goodwill and Other Intangibles. Amortization of goodwill
and other intangibles for the nine-month periods ended September 30, 2001 and
2000 was $3.7 million and $1.3 million, respectively. The increase was a result
of the full period effects of goodwill and other intangibles associated with the
businesses acquired during 2000 and before July 1, 2001.
15
Interest (Income) Expense. Interest income for the nine months ended
September 30, 2001 was $3.7 million, principally for interest earned from our
demand note with SPX. There was no interest income for the nine months ended
September 30, 2000.
Interest expense for the nine months ended September 30, 2001 was $0.6
million, compared to $1.1 million for the nine months ended September 30, 2000.
The interest expense for the nine months ended September 30, 2001 was
principally interest accrued on our notes to sellers related to business
acquisitions in 2000. The interest expense for the nine months ended September
30, 2000 was principally for money loaned to us by SPX for the acquisitions
completed during the third quarter of 2000. The loan for these acquisitions was
repaid from the IPO proceeds.
Income Taxes. Our effective tax rate for the nine months ended
September 30, 2001 and 2000 was 40%.
LIQUIDITY AND CAPITAL RESOURCES
Cash flow from operating activities was $29.3 million for the nine months
ended September 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 $28.5 million for the nine
months ended September 30, 2001. Of that amount, $19.4 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
three and nine months ended September 30, 2001, the weighted average interest
rate was 6.53% and 7.83%, respectively. 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 nine months ended September 30, 2001, net cash used in financing
activities was $4.9 million, consisting of net cash outflows related to our
payment on seller notes associated with the acquisitions completed in 2000.
In March 2001, we entered into a memorandum of understanding with a third
party for certain technology,
16
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.
RECENT ACCOUNTING PRONOUNCEMENTS
In June, 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 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
immediately to goodwill and intangible assets acquired after June 30, 2001. With
respect to goodwill and intangible assets acquired prior to July 1, 2001,
companies are required to adopt the pronouncement in the 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 consolidated 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 July 1, 2001, we
estimate that the cessation of goodwill amortization will increase our operating
income by approximately $3.5 million on an annualized basis when these
accounting pronouncements are adopted.
--------------------
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
17
to certain risks and uncertainties, including but not limited to the impact of
events related to the September 11, 2001 terrorist attacks and the other matters
discussed in this report. Due to these uncertainties and risks, readers are
cautioned not to place undue reliance on our 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. Unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
18
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 September 30, 2001 was 5.56%. 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 September 30, 2001 was
$43.1 million and a one percentage point decrease in the interest rate would
result in approximately $0.4 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.
19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in litigation relating to claims arising
out of our operations in the normal course of business. We are not a party to
any pending legal proceedings that we believe will materially impact our
financial condition, liquidity or results of operations, other than as follows:
During the second quarter of 2001, we 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 form a definitive
opinion concerning the ultimate outcome, but we believe that the amount is
collectible.
20
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)).
++
21
*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 these exhibits have been omitted pursuant to the Commission's
grant of a request for confidential treatment
(B) REPORTS ON FORM 8-K
None.
22
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: November 14, 2001 By: /s/ John R. Schwab
------------------------------------
John R. Schwab, Vice President and
Chief Financial Officer (duly authorized
officer and principal financial officer)
23