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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 September 30, 2002
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 8, 2002- 82,138,452
1
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, 2002 and December 31, 2001 3
Unaudited Consolidated Statements of Operations for the Three and Nine months Ended
September 30, 2002 and 2001 4
Unaudited Consolidated Statements of Cash Flows for the Nine months Ended September 30,
2002 and 2001 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
Item 4. Controls and Procedures 21
PART II OTHER INFORMATION
Item 1. Legal Proceedings 22
Item 6. Exhibits and Reports on Form 8-K 23
SIGNATURES 25
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,
2002 2001
---- ----
ASSETS
CURRENT ASSETS:
Cash and equivalents .................................................. $ 17,335 $ 17,029
Demand note from SPX .................................................. 13,949 42,175
Accounts receivable, net .............................................. 55,711 70,912
Inventories ........................................................... 31,849 28,152
Prepaid expenses and other ............................................ 2,808 3,179
Deferred income taxes ................................................. 4,612 4,612
--------- ---------
Total current assets .......................................... 126,264 166,059
PROPERTY, PLANT AND EQUIPMENT, net ...................................... 21,420 23,335
DEFERRED INCOME TAXES ................................................... 7,908 7,908
GOODWILL ................................................................ 46,759 45,432
INTANGIBLE ASSETS ....................................................... 18,747 19,058
OTHER ASSETS, net ....................................................... 26,905 25,800
--------- ---------
Total assets .................................................. $ 248,003 $ 287,592
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES:
Short-term borrowings and current portion of long-term debt ........... $ - $ 1,167
Accounts payable ..................................................... 20,788 29,527
Accrued expenses ..................................................... 24,049 32,095
Deferred revenue ..................................................... 12,908 11,934
--------- ---------
Total current liabilities .................................... 57,745 74,723
--------- ---------
COMMITMENTS AND CONTINGENCIES (Note 10)
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, of which 2,304,482 are
being held as treasury stock ....................................... 89 89
Additional paid-in capital .......................................... 151,478 151,478
Retained earnings ................................................... 48,719 59,878
Less: Treasury stock (2,304,482 Class B shares at cost) ............. (12,459) --
Accumulated other comprehensive income .............................. 1,675 668
--------- ---------
Total stockholders' equity .................................. 190,258 212,869
--------- ---------
Total liabilities and stockholders' equity .................. $ 248,003 $ 287,592
========= =========
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,
--------------------------- ---------------------------
2002 2001 2002 2001
------------ ------------ ------------ -----------
REVENUE:
Product revenue ...................... $ 35,453 $ 37,852 $ 112,439 $ 145,060
Service revenue ...................... 17,460 17,192 55,197 43,265
----------- ----------- ----------- -----------
Total revenue ................ 52,913 55,044 167,636 188,325
----------- ----------- ----------- -----------
COST OF REVENUE:
Cost of product revenue .............. 22,125 23,913 68,316 84,350
Cost of service revenue .............. 10,729 11,015 33,898 28,061
----------- ----------- ----------- -----------
Total cost of revenue ........ 32,854 34,928 102,214 112,411
----------- ----------- ----------- -----------
Gross margin .............. 20,059 20,116 65,422 75,914
----------- ----------- ----------- -----------
OPERATING EXPENSES:
Research, development and
engineering ....................... 6,212 6,754 18,320 21,371
Selling, general and administrative 15,732 17,662 50,272 55,927
Special charges ...................... 1,488 2,700 13,164 10,727
Amortization of goodwill and other
intangibles ....................... 214 1,333 641 3,668
----------- ----------- ----------- -----------
Operating expenses ........... 23,646 28,449 82,397 91,693
----------- ----------- ----------- -----------
OPERATING LOSS ......................... (3,587) (8,333) (16,975) (15,779)
INTEREST INCOME ........................ (199) (145) (348) (535)
INTEREST INCOME RELATED PARTY .......... (55) (798) (888) (3,203)
INTEREST EXPENSE ....................... 61 126 254 499
INTEREST EXPENSE RELATED PARTY ......... 71 60 114 129
OTHER (INCOME) EXPENSE ................. (19) (271) 9 (211)
----------- ----------- ----------- -----------
Loss before income taxes .......... (3,446) (7,305) (16,116) (12,458)
INCOME TAXES ........................... (403) (2,931) (4,957) (4,986)
----------- ----------- ----------- -----------
NET LOSS ............................... $ (3,043) $ (4,374) $ (11,159) $ (7,472)
=========== =========== =========== ===========
LOSS PER SHARE:
Basic and diluted ...................... $ (0.04) $ (0.05) $ (0.13) $ (0.09)
=========== =========== =========== ===========
Shares used in computing basic and
diluted loss per share ............ 82,414,051 84,488,333 83,428,549 84,488,333
=========== =========== =========== ===========
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,
-------------------
2002 2001
-------- --------
Cash Flow from (used in) Operating Activities:
Net loss ........................................................... $(11,159) $ (7,472)
Adjustments to reconcile net loss to net cash
from operating activities:
Depreciation ..................................................... 6,690 4,922
Amortization of goodwill and other intangibles ................... 3,963 4,988
Amortization of other assets ..................................... 8,010 6,597
Accretion of debt on seller notes ................................ 83 277
Non-cash special charges ......................................... 3,356 7,473
Changes in operating assets and liabilities:
Accounts receivable .............................................. 15,201 18,714
Inventories ...................................................... (3,697) 1,920
Prepaid expenses and other current assets ........................ 371 2,450
Accounts payable ................................................. (8,739) 1,271
Accrued expenses ................................................. (8,633) (11,021)
Deferred revenue ................................................. 974 (809)
-------- --------
Net cash from operating activities .......................... 6,420 29,310
-------- --------
Cash Flow from (used in) Investing Activities:
Purchases of property, plant and equipment, net .................... (5,243) (8,296)
Cash paid for business acquired, net of cash acquired .............. (826) (19,364)
Decrease in demand note from SPX Corporation ....................... 28,226 17,873
Capitalized software costs ......................................... (6,648) (6,981)
Increase in demonstration equipment and other assets ............... (3,921) (6,592)
Payments for product rights ........................................ (5,000) (5,111)
-------- --------
Net cash from (used in) investing activities .................... 6,588 (28,471)
-------- --------
Cash Flow from (used in) Financing Activities:
Payments on long-term debt ......................................... (1,250) (4,865)
Purchase of treasury stock ......................................... (12,459) --
-------- --------
Net cash used in financing activities ........................... (13,709) (4,865)
-------- --------
Effect of Foreign Currency Translation ............................... 1,007 231
-------- --------
Net Increase (Decrease) in Cash and Equivalents ...................... 306 (3,795)
Cash and Equivalents at Beginning of Period .......................... 17,029 22,646
-------- --------
Cash and Equivalents at End of Period ................................ $ 17,335 $ 18,851
======== ========
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") is a provider
of switching and networking products and related consulting and integration
services for storage and data networks. Our products provide fast and reliable
connections among networks of computers and related devices, allowing customers
to manage and expand large, complex storage networks efficiently, without
geographic limitations. We serve Fortune 1000 businesses and other large
enterprises that operate large-scale systems where reliability and continuous
availability are critical.
The Company is a majority-owned subsidiary of SPX Corporation ("SPX" or the
"Parent"). 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 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 accounting principles generally accepted in the
United States of America. 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, 2001, as filed with the Securities and
Exchange Commission.
Certain reclassifications have been made to prior period balances to
conform to the current period presentation.
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. Service revenue is derived primarily
from maintenance contracts and professional consulting arrangements. Maintenance
contract revenue is recognized on a straight-line basis over the terms of the
contracts and revenue from professional consulting arrangements is recognized
when the service is provided.
The Company sells its products and services to a large number of customers
in various industries and geographical areas. The Company's trade accounts
receivable are exposed to credit risk; however, the risk is limited due to the
general diversity of the customer base. The Company performs ongoing credit
evaluations of its customers' financial condition and maintains reserves for
potential bad debt losses. In 2001, one of the Company's customers filed for
bankruptcy. Until the bankruptcy case is resolved, the Company has provided a
reserve that management believes is adequate to cover exposure related to this
matter. One customer represented 14.2% and 13.5% of total revenue in the
three-month and nine-month periods ended September 30, 2002, respectively. This
customer represented 10.2% of accounts receivable as of September 30, 2002.
Income Taxes
The Company accounts for income taxes under SFAS No. 109, " Accounting for
Income taxes." SFAS No. 109 requires the liability
6
method of accounting for income taxes. Deferred tax assets and liabilities are
determined based on the differences between the financial statement and tax
bases of assets and liabilities. Deferred tax assets or liabilities at the end
of each period are determined using the tax rate expected to be in effect when
taxes are actually paid or recovered. A valuation allowance would be recorded if
it is more likely than not that all or a portion of the deferred tax asset would
not be realized.
Recent Accounting Pronouncements
On July 20, 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" and
SFAS No. 142 "Goodwill and Other Intangible Assets." These pronouncements change
the accounting for business combinations, goodwill, and intangible assets. The
requirements of SFAS No. 141 are effective for any business combination
accounted for by the purchase method that is completed after June 30, 2001 and
the amortization provisions of SFAS No. 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, we adopted the provisions of SFAS No.
142, as required, on January 1, 2002. See Note 8 to the Unaudited Consolidated
Financial Statements for further discussion on the impact of adopting SFAS No.
141 and SFAS No. 142.
In August 2001, the Financial Accounting Standards Board issued SFAS No.
143 "Accounting for Asset Retirement Obligations." The provisions of SFAS No.
143 will change the way companies must recognize and measure retirement
obligations that result from the acquisition, construction, development, or
normal operation of a long-lived asset. We will adopt the provisions of SFAS No.
143 as required on January 1, 2003 and at this time have not yet assessed the
impact that adoption might have on our financial position and results of
operations.
In August 2001, the Financial Accounting Standards Board issued SFAS No.
144 "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No.
144 supersedes SFAS No. 121 and also supersedes certain provisions of APB
Opinion No. 30 "Reporting the Results of Operations--Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual, and
Infrequently Occurring Events and Transactions." SFAS No. 144 retains the
requirements of SFAS No. 121 to (a) recognize an impairment loss only if the
carrying amount of a long-lived asset is not recoverable from its undiscounted
cash flow and (b) measure an impairment loss as the difference between the
carrying amount and fair value of the asset. SFAS No. 144 establishes a single
model for accounting for long-lived assets to be disposed of by sale. As
required, we have adopted the provisions of SFAS No. 144 effective January 1,
2002. The provisions of SFAS No. 144 will generally be applied prospectively,
and at this time, we estimate that the impact of adoption will not be material
to the financial position or results of operations.
In July 2002, the Financial Accounting Standards Board issued SFAS No. 146
"Accounting for Costs Associated with Exit or Disposal Activities." The standard
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at a date of a commitment to an
exit or disposal plan. Management is in the process of evaluating the impact of
implementing SFAS No. 146 and is unable to estimate the effect, if any, on the
financial statements. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002 with early application
encouraged.
3. Acquisitions:
In 2001, the Company acquired three consulting businesses to help customers
plan, assess, and implement storage area networks and business continuance
strategies. 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. 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 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. The three businesses were consolidated into a single
subsidiary, Inrange Global Consulting, Inc.
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
7
acquisitions, net of acquired cash, was $20,048, of which $5,731 was allocated
to net tangible assets and the remaining $14,317 was classified as goodwill and
other intangibles. The net cash paid for the acquisitions completed in 2001 was
$19,634. This amount includes additional payments to sellers in 2001 of $1,304
and excludes $47 of acquired cash. The purchase price allocation was based on
preliminary estimates, currently available information and certain assumptions
that we deemed appropriate.
The following unaudited pro forma information presents the results of the
Company's operations for the three and nine months ended September 30, 2001 as
though each of the acquisitions had been completed as of January 1, 2001. The
actual results for the three and nine months ended September 30, 2002 are
presented for comparative purposes:
Three months Ended Nine months Ended
------------------ -----------------
September 30, September 30,
------------ ------------
2002 2001 2002 2001
---- ---- ---- ----
Total revenue ................................. $ 52,913 $ 56,429 $ 167,636 $ 200,112
=========== =========== =========== ===========
Net loss ...................................... $ (3,043) $ (4,703) $ (11,159) $ (8,812)
=========== =========== =========== ===========
Basic and diluted loss per common share ....... $ (0.04) $ (0.06) $ (0.13) $ (0.10)
=========== =========== =========== ===========
The pro forma results have been prepared for comparative purposes only and
are not necessarily indicative of the actual results of operations had the
acquisitions been completed as of January 1, 2001 or the results that may occur
in the future.
4. Transactions with SPX:
There are no 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 its
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
$38 and $50 for the three months and $114 and $150 for the nine months ended
September 30, 2002 and 2001, respectively. In addition, direct costs incurred by
SPX on behalf of the Company are charged to the Company. The direct costs were
$3,570 and $2,118 for the three months and $7,042 and $6,002 for the nine months
ended September 30, 2002 and 2001, respectively.
Advances and other intercompany charges after the initial public offering
are recorded as a component of the demand note due from SPX. As of September 30,
2002, the demand note from SPX was $13,949. The demand note bears interest at
the average rate of the SPX credit facilities (4.4% at September 30, 2002) and
the interest is recorded on a monthly basis as interest income. The accompanying
statements of operations include interest income of $55 and $798 for the three
months and $888 and $3,203 for the nine months ended September 30, 2002 and
2001, respectively, relating to interest income from the demand note from SPX.
5. Special charges:
The Company recorded special charges of $13,164 and $10,727 in the nine
months ended September 30, 2002 and 2001, 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 2002, the Company announced a restructuring
initiative and facility consolidation. As a result, the Company recorded charges
of $11,901. The charges include severance, lease abandonment costs, asset
impairments and inventory write-offs. The charges for inventory write-off of
$225 are recorded as components of cost of sales; all other charges of $11,676
are included as special charges in the accompanying statements of operations.
The $11,676 of special charges include $5,353 for a reduction in sales,
marketing, operations and engineering headcount of approximately 172 employees,
of which 134 have terminated as of September 30, 2002. The majority of the
severance and other payments associated with this restructuring are expected to
be completed in 2002. Other costs included in special charges were $2,796
related to lease abandonment costs, $468 associated with asset write-downs
associated with the facility consolidation and $2,888 related to asset
write-downs associated with discontinued product lines. Also included are $171
of other costs associated with the facility consolidation which were expensed as
incurred. The majority of the severance and other payments associated with this
initiative are expected to be paid in 2002.
8
In the third quarter of 2002, the Company recorded $1,488 of special
charges. These costs, which were expensed as incurred, included costs related to
employee relocation and equipment moving associated with the facility
consolidation. The Company has estimated future costs associated with the
facility consolidation to total approximately $1,000 and the majority of the
expenses are expected to be paid in 2002.
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 77 employees, all of which
were terminated as of September 30, 2002, 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 remainder of the severance and other payments
associated with this initiative is expected to be paid in 2002.
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.
The following table details the changes to the Company's disposition
related accruals through September 30, 2002:
Nine months ended
September 30,
-------------
2002 2001
---- ----
Balance at beginning of period ........ $ 7,875 $ 291
Special charges ....................... 8,320 3,254
Cash payments ......................... (10,631) (1,501)
--------- ---------
Balance at end of period .............. $ 5,564 $ 2,044
========= ========
6. Inventories:
September 30, December 31,
2002 2001
---- ----
Raw materials ......................... $ 14,785 $ 13,489
Work-in-process ....................... 2,086 708
Finished goods ........................ 14,978 13,955
--------- --------
Total inventories ................... $ 31,849 $ 28,152
========= ========
7. Other Assets:
September 30, December 31,
2002 2001
---- ----
Capitalized software .................. $ 22,167 $ 18,419
Demonstration equipment ............... 21,488 20,781
Investment ............................ 300 300
Other ................................. 908 560
--------- --------
Total other assets .......... 44,863 40,060
Accumulated amortization--
Capitalized software ................ (7,298) (5,807)
Demonstration equipment ............. (10,660) (8,453)
--------- --------
Net other assets ............. $ 26,905 $ 25,800
========= ========
The Company capitalized $6,648 and $6,981 of software development costs in
the nine months ended September 30, 2002 and 2001,
9
respectively. Amortization expense was $2,888 and $2,585 in the nine months
ended September 30, 2002 and 2001, respectively. The Company capitalized $1,843
and $2,908 in the three months ended September 30, 2002 and 2001, respectively,
of software developments costs. Amortization expense was $993 and $784 in the
three months ended September 30, 2002 and 2001, respectively. The Company wrote
off net capitalized software costs totaling $1,403 and $3,336 in connection with
the discontinuance of certain product lines in 2002 and 2001, respectively (see
Note 5). Management reviews impairment of capitalized software on a quarterly
basis. Based on this review, management does not believe an adjustment was
necessary as of September 30, 2002.
Demonstration equipment represents equipment at customer locations for
demonstration purposes and equipment used for internal testing purposes.
Demonstration equipment is amortized on a straight-line basis over a period not
to exceed three years.
8. Goodwill and Other Intangibles
On July 20, 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141 "Business Combinations" ("SFAS No.
141") and Statement of Financial Accounting Standard No. 142 "Goodwill and Other
Intangible Assets" ("SFAS No. 142"). These pronouncements change the accounting
for business combinations, goodwill, and intangible assets. SFAS No. 141
eliminates the pooling-of-interests method of accounting for business
combinations and further clarifies the criteria to recognize intangible assets
separately from goodwill. SFAS No. 142 states that goodwill and intangible
assets deemed to have indefinite lives are no longer amortized but are reviewed
for impairment annually (or more frequently if impairment indicators arise).
Separable intangible assets that are not deemed to have an indefinite life will
continue to be amortized over their useful lives and assessed for impairment
under the provisions of SFAS No. 144 "Accounting for the Impairment or Disposal
of Long-Lived Assets."
The requirements of SFAS No. 141 and amortization provisions of SFAS No.
142 were effective for any business combination initiated after July 1, 2001. We
have not amortized goodwill and indefinite-lived intangibles for acquisitions
completed after this date. With respect to goodwill and intangible assets
acquired prior to July 1, 2001, companies are required to adopt SFAS No. 142 in
their fiscal year beginning after December 15, 2001. We adopted the remaining
provisions of SFAS No. 142 effective January 1, 2002. Upon adoption of this
standard, we ceased amortizing all remaining goodwill and intangible assets
deemed to have indefinite or as yet to be determined useful lives. The pro forma
impact of this change for the three and nine months ended September 30, 2001 is
presented below. The actual results for the three and nine months ended
September 30, 2002 are presented for comparative purposes:
Three months ended Nine months ended
September 30, September 30,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Reported net loss ............................ $ (3,043) $ (4,374) $ (11,159) $ (7,472)
Goodwill amortization, net of tax ............ -- 634 -- 1,704
Workforce amortization, net of tax ........... -- 38 -- 113
--------- --------- ---------- ---------
Adjusted net loss ............................ $ (3,043) $ (3,702) $ (11,159) $ (5,655)
========= ========= ========== =========
Basic and diluted loss per share:
Reported ................................... $ (0.04) $ (0.05) $ (0.13) $ (0.09)
Goodwill amortization, net of tax .......... -- 0.01 -- 0.02
Workforce amortization, net of tax ......... -- -- -- --
--------- --------- --------- ---------
Adjusted loss per share .................... $ (0.04) $ (0.04) $ (0.13) $ (0.07)
========= ========= ========= =========
In accordance with the transition rules of SFAS No. 142, effective January
1, 2002, we established our reporting units based on our current reporting
structure. We then assigned all existing goodwill to the reporting units, as
well as other assets and liabilities that relate to the reporting unit. We
further completed a review of previously acquired intangible assets, and as
required by SFAS No. 142, intangible assets that did not meet the contractual or
separable criteria of SFAS No. 141 were reclassified as goodwill. In total,
$1,250 was reclassified as goodwill on January 1, 2002.
We performed our transition impairment testing as of January 1, 2002. Step
one involved comparing the carrying values of the reported net assets of our
reporting units to their fair values. Fair value was primarily based on
discounted cash flow projections but we also considered factors such as market
capitalization and recent merger transactions involving similar businesses. No
reporting units had net assets with carrying values in excess of their fair
values, therefore it was not necessary to perform step two of the impairment
testing provisions.
10
Product rights represent technology licenses for three product lines.
Amortization of the technology licenses is included in cost of product revenue
and commences upon general availability of the products and continues through
the term of the license, not to exceed five years.
The following table reflects the initial identification and assignment of
goodwill and intangible assets to the reporting units and category of intangible
assets as of January 1, 2002. Thereafter, activity reflects purchase price for
acquisitions completed not more than one year prior to the date of adjustment
and amortization. This information is presented on a consolidated basis.
Unamortized Amortized Total
----------- ----------- -----
Developed Product
Goodwill Technology Rights
-------- ---------- ------
Weighted Average Useful Life ........ 9 4
January 1, 2002 gross balance ....... 45,432 7,500 15,370 68,302
Adjustments ......................... 1,327 -- 3,652 4,979
--------- --------- --------- --------
September 30, 2002 gross balance .... 46,759 7,500 19,022 73,281
January 1, 2002 accumulated
amortization ...................... 1,203 2,609 3,812
Amortization ........................ 641 3,322 3,963
--------- --------- --------
September 30, 2002 accumulated
amortization ...................... 1,844 5,931 7,775
Estimated Amortization Expense:
For year ended December 31,
2002 854 4,853
2003 854 5,152
2004 854 3,728
2005 854 2,675
2006 854 --
As policy, we will conduct annual impairment testing of all goodwill and
indefinite-lived intangibles during the fourth quarter. Goodwill and
indefinite-lived intangibles will be reviewed for impairment more frequently if
impairment indicators arise. Intangible assets that are subject to amortization
shall be reviewed for impairment in accordance with the provisions of SFAS 121
as superceded by SFAS 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets."
9. Debt:
In connection with the acquisitions of Varcom Corporation ("Varcom") and
Computerm Corporation ("Computerm") in August 2000, the Company issued
non-interest bearing notes payable to the sellers. The note due to the sellers
of Varcom was $1,250 and was paid 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 $12 and $70 for the three months and $83
and $277 for the nine months ended September 30, 2002 and 2001, respectively.
Foreign subsidiaries have separate lines of credit with European banks in
their local currency with a U.S. value of approximately $2,000. There were no
borrowings on the lines of credit as of September 30, 2002 or 2001. The lines of
credit are guaranteed by SPX.
10. Commitments and Contingencies:
In June 2001, the Company filed suit against Qwest Communications Inc. for
breach of contract following its refusal to pay for approximately $5,000 of
custom manufactured telecommunications equipment. Management and legal counsel
believe that it is highly probable that a judgment will be awarded in our favor.
A shareholder class action was filed against the Company and certain of its
officers on November 30, 2001, in the United States District Court for the
Southern District of New York, seeking recovery of damages caused by the
Company's alleged violation of securities laws. The complaint, which was also
filed against the various underwriters that participated in the Company's
initial public offering (IPO), is identical to hundreds of shareholder class
actions pending in this Court in connection with other recent initial public
offerings and generally referred to as In re Initial Public Offering Securities
Litigation. The complaint alleges, in essence, (a) that the underwriters
combined and conspired to increase their respective compensation in connection
with the IPO by (i) receiving excessive,
11
undisclosed commissions in exchange for lucrative allocations of IPO shares and
(ii) trading in Company's stock after creating artificially high prices for the
stock post-IPO through "tie-in" or "laddering" arrangements (whereby recipients
of allocations of IPO shares agreed to purchase shares in the aftermarket for
more than the public offering price for the Company's shares) and dissemination
of misleading market analysis on the Company's prospects; and (b) that the
Company violated federal securities laws by not disclosing these underwriter
arrangements in its prospectus. However, the defense has been tendered to the
carriers of the Company's director and officer liability insurance, and a
request for indemnification has been made to the various underwriters in the
IPO. Management believes, after consultation with legal counsel, that none of
these contingencies will have a material adverse effect on the Company's
financial condition or results of operations.
11. Capital Stock:
In December 2001, the Board of Directors authorized the repurchase of up to
$20,000 of Class B common stock. The purchases will be made at management's
discretion in the open market at prevailing prices, or in privately negotiated
transactions at then-prevailing prices. The Company has repurchased a total
2,304,482 Class B shares at a weighted average price of $5.40 per share for a
total of $12,459 through September 30, 2002.
12. 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.
13. Earnings per Share:
The Company has presented earnings per common share under SFAS No. 128,
"Earnings Per Share." Basic earnings per share is computed by dividing net
income by the weighted average number of shares of common stock outstanding
during the period while diluted earnings per share reflects the potential
dilution from the exercise or conversion of securities into common stock.
At September 30, 2002, there were 6,402,900 options outstanding to purchase
Class B common stock at prices ranging from $2.54 to $25.63 per share. These
stock options were not included in the earnings per share calculation for the
three or nine months ended September 30, 2002 and 2001, as the impact would be
antidilutive.
14. Comprehensive Loss:
The components of comprehensive loss are as follows:
Three months ended Nine months ended
September 30, September 30,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Net loss ............................. $ (3,043) $(4,374) $(11,159) $(7,472)
Foreign currency adjustments ......... 62 649 1,007 231
--------- -------- --------- --------
Comprehensive loss ................... $(2,981) $(3,725) $(10,152) $(7,241)
======== ======== ========= ========
12
15. Segment 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 operations may be
aggregated into two segments for disclosure under SFAS No. 131. Inrange
Technologies Corporation designs, manufactures, markets and services switching
and networking products for storage and data networks. Inrange Global
Consulting, Inc. is comprised of the three consulting businesses acquired in
2001 to help customers plan, assess and implement SANs and business continuance
strategies. Information concerning segment information of the Company as
prescribed by SFAS No. 131 is provided below:
Three months ended Nine months ended
September 30, September 30,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Revenues:
Inrange Technologies Corporation $ 46,072 $ 49,144 $ 145,139 $ 178,256
Inrange Global Consulting, Inc. 6,841 5,900 22,497 10,069
--------- --------- --------- ---------
$ 52,913 $ 55,044 $ 167,636 $ 188,325
========= ========= ========= =========
Operating loss:
Inrange Technologies Corporation $ (3,038) $ (7,988) $ (15,794) $ (15,097)
Inrange Global Consulting, Inc. (549) (345) (1,181) (682)
--------- --------- --------- ---------
$ (3,587) $ (8,333) $ (16,975) $ (15,779)
========= ========= ========== =========
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,
------------- -------------
2002 2001 2002 2001
-------- --------- -------- --------
Revenue:
United States .. $ 31,983 $ 31,811 $ 102,152 $ 112,877
Germany ........ 7,641 6,818 21,487 29,240
Other Europe ... 7,481 8,255 24,366 22,268
Export ......... 5,808 8,160 19,631 23,940
-------- --------- --------- ---------
$ 52,913 $ 55,044 $ 167,636 $ 188,325
======== ========= ========= =========
September 30, December 31,
2002 2001
---- ----
Long-lived
assets:
Domestic ....... $ 103,589 $ 105,939
Foreign ........ 10,242 7,686
--------- ---------
$ 113,831 $ 113,625
========= =========
13
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. Since the filing of our
December 31, 2001 From 10-K there have been no material changes to our
accounting policies that are critical to our business operations and the
understanding of our results of operations, except we have eliminated the
amortization of goodwill as described in footnote 8 of the Notes to the
Unaudited Consolidated Financial Statements.
Overview
We design, manufacture, market and service switching and networking
products for storage and data networks. Our products provide fast and reliable
connections among networks of computers and related devices, allowing customers
to manage and expand large, complex storage networks efficiently, without
geographic limitations. We serve Fortune 1000 businesses and other large
enterprises that operate large-scale systems where reliability and continuous
availability are critical. Inrange's "core-to-edge-to-anywhere" solutions solve
the growing data storage challenges facing IT organizations, while providing
investment protection and a proven foundation for future growth.
Our flagship product, the FC/9000, is the most scalable storage networking
director-class switch available for Storage Area Networks (SANs). By giving
customers the ability to upgrade and scale to 256 ports without disrupting
existing systems, the FC/9000 provides a platform from which enterprises can
build storage networks that can be used in systems where reliability and
continuous availability are critical. Our products are designed to be compatible
with various vendors' products and multiple communication standards and
protocols. We distribute and support our products through a combination of our
direct sales and service operations and indirect channels.
On January 1, 2001, we completed the acquisition of Prevail Technology.
Prevail, located in Waltham, Massachusetts, provides professional services with
expertise in designing and implementing high-availability solutions for IT
infrastructures and e-business environments. On May 7, 2001, we completed the
acquisition 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 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. The
aggregate purchase price for these three acquisitions was $20.0 million, subject
to purchase price adjustments. Of this amount, $18.1 million was paid at the
closings of the acquisitions and up to $1.9 million is payable at specified
dates. We have accounted for all three acquisitions using the purchase method of
accounting.
In 2001, we decided to focus on our storage networking business and
announced in the second and fourth quarters that we would restructure the
operations. In connection with these decisions, we recorded restructuring,
special and asset impairment charges that totaled $32.4 million. The
restructuring and special charges primarily include severance, lease abandonment
costs and the settlement of contractual obligations from a discontinued product
totaling $11.4 million. The asset impairment charges totaled $16.1 million and
included the write-off of goodwill related to an acquisition completed in 2000,
the write-down of investments made in certain business partners and asset
write-downs associated with discontinued product lines. In addition, we recorded
inventory write-offs totaling $4.9 million as a component of cost of sales.
14
In the second quarter 2002, we announced steps to reduce costs in response
to revenue and margin pressures and recorded restructuring, special and asset
impairment charges totaling $11.7 million. In addition, we recorded inventory
write-offs totaling $0.2 million as a component of the cost of product revenues.
We announced the decision to consolidate our engineering facilities into our
Lumberton, New Jersey location. A facility in Fairfax, Virginia was closed in
June, 2002. Our engineering facilities in Shelton, Connecticut and Pittsburgh,
Pennsylvania were closed during the third quarter of 2002. We recorded
restructuring, special and asset impairment charges totaling $6.5 million
related to the facility consolidation. The restructuring and special charges
primarily include severance and lease abandonment costs totaling $6.0 million.
The asset impairment charges totaled $0.5 million and included asset write-downs
associated with the facility closings. We recorded additional restructuring,
special and asset impairment charges of $5.4 million related to our on-going
efforts to reduce costs. Those restructuring and special charges primarily
include severance costs of $2.2 million. The asset impairment charges totaled
$3.1 million consisting of asset write-downs associated with discontinued
product lines.
In the third quarter of 2002, we recorded $1.5 million in restructuring and
special charges. These costs are related primarily to employee relocation and
equipment moving associated with the facility consolidation.
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,
2002 2001 2002 2001
--------- --------- --------- -------
Revenue ..................................... 100.0% 100.0% 100.0% 100.0%
Gross margin ................................ 37.9% 36.5% 39.0% 40.3%
Research, development and engineering ....... 11.7% 12.3% 10.9% 11.3%
Selling, general and administrative ......... 29.7% 32.1% 30.0% 29.7%
Operating loss .............................. (6.8)% (15.1)% (10.1)% (8.4)%
Net loss .................................... (5.8)% (7.9)% (6.7)% (4.0)%
Comparison of three months ended September 30, 2002 and 2001
Revenue. Revenue for the three months ended September 30, 2002 was $52.9
million, a decrease of $2.1 million, or 3.8%, from $55.0 million for the three
months ended September 30, 2001. Sales of our Fibre Channel directors were $12.5
million, an increase of $3.7 million, or 42.1%, from $8.8 million in the
three-month period ended September 30, 2001. Sales of our SAN extension products
for the three months ended September 30, 2002 were $11.0 million, a decrease of
$1.4 million, or 11.4%, from $12.4 million in the three-month period ended
September 30, 2001. Service revenues for the three months ended September 30,
2002 were $17.5 million, an increase of $0.3 million, or 1.7%, from $17.2
million for the three months ended September 30, 2001. The decrease in total
revenue was driven primarily by the discontinuance of our telecommunications
business, the decrease in revenue from other legacy products and an overall
slowdown in technology spending. This was offset by revenue growth attributable
to the acquisitions completed in 2001 which totalled approximately $6.8 million
and $5.9 million for the three months ended September 30, 2002 and 2001,
respectively.
Cost of Revenue. Our cost of revenue for the three months ended September
30, 2002 was $32.9 million, a decrease of $2.0 million, or 5.7%, from $34.9
million for the three months ended September 30, 2001. As a percentage of
revenue, cost of revenue decreased to 62.2% for the three months ended September
30, 2002 from
15
63.5% for the three months ended September 30, 2001. The decrease in cost as a
percentage of revenue was related primarily to the elimination of royalty
expense related to Fibre Channel directors and to decreases in cost due to
reduced headcount.
Research, Development and Engineering. Research, development and
engineering expenses for the three months ended September 30, 2002 were $6.2
million, a decrease of $0.6 million from $6.8 million for the three months ended
September 30, 2001. As a percentage of revenue, research, development and
engineering expenses were 11.7% for the three months ended September 30, 2002 as
compared to 12.3% for the three months ended September 30, 2001. Including
capitalized software, research, development and engineering spending was $8.1
million for the three months ended September 30, 2002, or 15.3% of revenue,
compared to $9.7 million, or 17.6% of revenue, for the three months ended
September 30, 2001. The decrease in research and development expense as a
percentage of revenues was due to the headcount reductions related to the
discontinuance of the telecommunication product line and further headcount
reductions taken to reduce costs.
Selling, General and Administrative. Selling, general and administrative
expenses for the three months ended September 30, 2002 were $15.7 million, a
decrease of $2.0 million from $17.7 million for the three months ended September
30, 2001. As a percentage of revenue, selling, general and administrative
expenses were 29.7% for the three months ended September 30, 2002, compared to
32.1% for the three months ended September 30, 2001. The decrease in general and
administrative expense as a percentage of revenues was due to the reductions in
force and cost savings initiatives undertaken in 2002 and 2001.
Special charges. Special charges for the three months ended September 30,
2002 were $1.5 million. The special charges were attributable to restructuring
costs associated with our actions to consolidate our engineering facilities. The
charges are primarily related to travel and relocation costs associated with the
consolidation efforts. Special charges for the three months ended September 30,
2001 were $2.7 million. The special charges were attributable to 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 three-month periods ended September 30, 2002 and
2001 was $0.2 million and $1.3 million, respectively. The decrease was a result
of the discontinuance of goodwill amortization due to the adoption of SFAS No.
142.
Interest Income. Interest income for the three months ended September 30,
2002 and 2001 was $0.3 million and $0.9 million, primarily representing interest
earned from our demand note with SPX. The decrease in interest income is a
result of the decrease in the principal amount of the note that resulted from
funding operating and capital expenditures. In addition, the interest rate on
the demand note was reduced from 5.6% to 4.4% due to a reduction in the
borrowing rate of SPX, our parent company.
Interest expense for the three months ended September 30, 2002 and 2001 was
$0.2 million. Interest expense was principally imputed interest accrued on our
notes to sellers related to business acquisitions in 2000.
16
Income Taxes. Our effective tax benefit rate for the three months ended
September 30, 2002 and 2001 was 12% and 40.0%, respectively. The change in
effective tax rates is due to the inability of the Company to utilize certain
net operating losses for state tax purposes, significant income being derived
from international subsidiaries with higher tax rates and certain adjustments
made in the third quarter based on a comparison of actual tax returns filed with
previous provision notes primarily relating to international subsidiaries.
Comparison of nine months ended September 30, 2002 and 2001
Revenue. Revenue for the nine months ended September 30, 2002 was $167.6
million, a decrease of $20.7 million, or 11.0%, from $188.3 million for the nine
months ended September 30, 2001. Sales of our Fibre Channel directors were $37.2
million, an increase of $9.7 million, or 35.3%, from $27.5 million in the
nine-month period ended September 30, 2001. Sales of our SAN extension products
for the nine months ended September 30, 2002 were $35.9 million, a decrease of
$8.5 million, or 19.1%, from $44.4 million in the nine-month period ended
September 30, 2001. Service revenues for the nine months ended September 30,
2002 were $55.2 million, an increase of $11.9 million, or 27.5%, from $43.3
million for the nine months ended September 30, 2001. The decrease in total
revenue was driven primarily by the discontinuance of our telecommunications
business, the decrease in revenue from other legacy products, delayed
qualification related to our SANs products and an overall slowdown in technology
spending. Revenue growth attributable to the acquisitions completed in 2001 was
approximately $22.5 million and $10.1 million for the nine months ended
September 30, 2002 and 2001, respectively.
Cost of Revenue. Our cost of revenue for the nine months ended September
30, 2002 was $102.2 million, a decrease of $10.2 million, or 9.1%, from $112.4
million for the nine months ended September 30, 2001. Special charges reflecting
inventory write-offs associated with 2002 and 2001 restructurings are reflected
in our cost of revenue totaling $0.2 million and $4.9 million for the nine
months ended September 30, 2002 and 2001, respectively. Excluding these charges,
cost of sales for the nine months ended September 30, 2002 was $102.0 million, a
decrease of $5.5 million, or 5.1%, from $107.5 million for the nine months ended
September 30, 2001. As a percentage of revenue, cost of revenue increased to
60.9% (excluding special charges) for the nine months ended September 30, 2002
from 57.1% (excluding special charges) for the nine months ended September 30,
2001. The increase in cost as a percentage of revenue was related primarily to
the change in product mix from higher margin SAN extension and other legacy
products revenues toward FC 9000 and professional consulting revenue each of
which typically carry lower margins. These cost increases were partially offset
by decreased service costs as a percentage of revenues due to cost containment
initiatives and increased margins on services.
Research, Development and Engineering. Research, development and
engineering expenses for the nine months ended September 30, 2002 were $18.3
million, a decrease of $3.1 million from $21.4 million for the nine months ended
September 30, 2001. As a percentage of revenue, research, development and
engineering expenses were 10.9% for the nine months ended September 30, 2002 as
compared to 11.3% for the nine months ended September 30, 2001. The decrease was
a result of reductions in headcount related to the divestiture of the
telecommunication product line in the second half of 2001 and additional
headcount reductions in 2002. Including capitalized software, research
development and engineering spending was $25.1 million for the nine months ended
September 30, 2002, or 15.4% of revenue, compared to $28.4 million, or 15.1% of
revenue, for the nine months ended September 30, 2001. The increase in research
and development expense as a percentage of revenues was due to decreased
revenues and continued investment in next generation products.
17
Selling, General and Administrative. Selling, general and administrative
expenses for the nine months ended September 30, 2002 were $50.2 million, a
decrease of $5.7 million from $55.9 million for the nine months ended September
30, 2001. The decrease was primarily due to reductions in work force and other
cost reduction initiatives undertaken in 2002 and 2001. As a percentage of
revenue, selling, general and administrative expenses were 30.0% for the nine
months ended September 30, 2002, compared to 29.7% for the nine months ended
September 30, 2001. The increase in general and administrative expense as a
percentage of revenues was due to decreased revenues and the acquisition of the
professional consulting businesses offset by the reductions in force and cost
savings initiatives.
Special charges. Special charges for the nine months ended September 30,
2002 were $13.2 million. The special charges were attributable to restructuring
costs associated with our actions to streamline operations, reduce costs and
improve efficiencies. These actions included the consolidation of our
engineering facilities. The charges include $5.4 million for a reduction in
sales, marketing, operations and engineering headcount of approximately 172
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 2002. Other costs included in special charges were $2.8 million
related to lease abandonment costs, $0.5 million associated with asset
write-downs associated with the facility consolidation, $1.5 million related to
travel and relocation costs associated with the facility consolidation and $2.8
million related to asset write-downs associated with discontinued product lines.
Special charges for the nine months ended September 30, 2001 were $10.7
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. 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. A majority
of the payments associated with this restructuring were 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. 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 six-month periods ended September 30, 2002 and
2001 was $0.6 million and $3.7 million, respectively. The decrease was a result
of the discontinuance of goodwill amortization due to the adoption of SFAS No.
142.
Interest Income. Interest income for the nine months ended September 30,
2002 and 2001 was $1.3 million and $3.7 million, primarily representing interest
earned from our demand note with SPX. The interest rate on the demand note was
reduced from 5.6% to 4.4% due to a reduction in the borrowing rate of SPX. In
addition, amounts outstanding on the note decreased due to the funding of
operating and capital expenses.
Interest expense for the nine months ended September 30, 2002 was $0.4
million, compared to $0.6 million for the nine months ended September 30, 2001.
Interest expense was principally imputed interest accrued on our notes to
sellers related to business acquisitions in 2000.
Income Taxes. Our effective tax benefit rates for the nine months ended
September 30, 2002 and 2001 were 30.8% and 40%, respectively. The change in
effective tax rates is due to the inability of the Company to utilize certain
net operating losses for state tax purposes, significant income being derived
from international subsidiaries with higher tax rates and certain adjustments
made in the third quarter based on a comparison of actual tax returns filed with
previous provision notes primarily relating to international subsidiaries.
18
Liquidity and Capital Resources
Cash flow from operating activities was $6.4 million for the nine months
ended September 30, 2002. During this period, cash flow from operations
consisted principally of decreases in accounts receivable related to reduced
revenues and improved collections. Cash flow from operations was partially
offset by decreases in accounts payable and accrued expenses and payments of
special charges and disposition related accruals.
Cash flow from investing activities was $6.6 million for the nine months
ended September 30, 2002. Cash flows from investing activities were generated
primarily from the reduction in the demand note from SPX, offset by purchases of
property and equipment and capitalized software costs.
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, the majority 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 months ended September 30, 2002, the weighted average interest rate was
4.4%. 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. Management believes that, as of September 30, 2002, the
note from SPX is fully realizable.
For the nine months ended September 30, 2002, net cash used in financing
activities was $13.7 million, consisting primarily of net cash outflows related
to the repurchase of 2,304,482 Class B shares.
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
On July 20, 2001 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 141 "Business Combinations" and
SFAS No. 142 "Goodwill and Other Intangible Assets". These pronouncements change
the accounting for business combinations, goodwill, and intangible
19
assets. The requirements of SFAS No. 141 are effective for any business
combination accounted for by the purchase method that is completed after June
30, 2001 and the amortization provisions of SFAS No. 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, we adopted the provisions of
SFAS No. 142, as required, on January 1, 2002. See Note 8 to the Unaudited
Consolidated Financial Statements for further discussion on the impact of
adopting SFAS No. 141 and SFAS No. 142.
In August 2001, the Financial Accounting Standards Board issued SFAS No.
143 "Accounting for Asset Retirement Obligations." The provisions of SFAS No.
143 will change the way companies must recognize and measure retirement
obligations that result from the acquisition, construction, development, or
normal operation of a long-lived asset. We will adopt the provisions of SFAS No.
143 as required on January 1, 2003 and at this time have not yet assessed the
impact that adoption might have on our financial position and results of
operations.
In August 2001, the Financial Accounting Standards Board issued SFAS No.
144 "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No.
144 supersedes SFAS No. 121 and also supersedes certain provisions of APB
Opinion No. 30 "Reporting the Results of Operations--Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual, and
Infrequently Occurring Events and Transactions." SFAS No. 144 retains the
requirements of SFAS No. 121 to (a) recognize an impairment loss only if the
carrying amount of a long-lived asset is not recoverable from its undiscounted
cash flow and (b) measure an impairment loss as the difference between the
carrying amount and fair value of the asset. SFAS No. 144 establishes a single
model for accounting for long- lived assets to be disposed of by sale. As
required, we have adopted the provisions of SFAS No. 144 effective January 1,
2002. The provisions of SFAS No. 144 will generally be applied prospectively,
and at this time, we estimate that the impact of adoption will not be material
to the financial position or results of operations.
In July 2002, the Financial Accounting Standards Board issued SFAS No. 146
"Accounting for Costs Associated with Exit or Disposal Activities." The
standard requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at a date of a commitment to an
exit or disposal plan. Management is in the process of evaluating the impact of
implementing SFAS No. 146 and is unable to estimate the effect, if any, on the
financial statements. SFAS No. 146 is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002 with early application
encouraged.
----------
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 the
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 our Form 10-K for
the year ended December 31, 2001, including, but not limited to the "Factors
that May Affect Future Results", "Management Discussion and Analysis of
Financial Condition and Results of Operations" and "Business" section of the
Form 10-K 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, we disclaim
any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
20
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, 2002 was 4.4%. 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. Given the loan balance at September 30, 2002, a
one percentage point decrease in the interest rate would result in approximately
$0.2 million less interest income on an annual basis, assuming the loan balance
did not change.
We maintain operations in a number of foreign countries. Included in the
unaudited consolidated balance sheet at September 30, 2002 are current asset and
current liabilities of $20,337 and $12,923, respectively, which are settled in
foreign currencies. 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.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of our disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as
of a date within 90 days of the filing date of this quarterly report on Form
10-Q (the "Evaluation Date"). Based on their review and evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the
Evaluation Date, our disclosure controls and procedures were adequate and
effective to ensure that material information relating to us and our
consolidated subsidiaries has been made known to them in a timely manner,
particularly during the period in which this quarterly report on Form 10-Q was
being prepared, and that no changes are required at this time.
(b) Changes in Internal Controls
There have been no significant changes in our internal controls or in other
factors that could significantly affect our internal controls subsequent to the
Evaluation Date, or any significant deficiencies or material weaknesses in such
internal controls requiring corrective actions. As a result, no corrective
actions have been taken.
21
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. In our opinion, the
outcome of these matters will not have a material adverse effect on our
financial condition, liquidity or results of operations.
During the second quarter of 2001, we filed a breach of contract lawsuit
against Qwest Communications, Inc. following its refusal to pay us for
approximately $5 million of custom manufactured telecommunications equipment.
Discovery is ongoing and currently scheduled to be completed by January 3, 2003.
Although it is still too early in the proceeding to form a definitive opinion
concerning the ultimate outcome, we believe that the amount is collectible.
A shareholder class action was filed against us and certain of our officers
on November 30, 2001, in the United States District Court for the Southern
District of New York, seeking recovery of damages caused by our alleged
violation of securities laws. The complaint, which was also filed against the
various underwriters that participated in our initial public offering (IPO), is
identical to hundreds of shareholder class actions pending in this Court in
connection with other recent IPOs and is generally referred to as In re Initial
Public Offering Securities Litigation. The complaint alleges, in essence, (a)
that the underwriters combined and conspired to increase their respective
compensation in connection with the IPO by (i) receiving excessive, undisclosed
commissions in exchange for lucrative allocations of IPO shares and (ii) trading
in our stock after creating artificially high prices for the stock post-IPO
through "tie-in" or "laddering" arrangements (whereby recipients of allocations
of IPO shares agreed to purchase shares in the aftermarket for more than the
public offering price for Inrange shares) and dissemination of misleading market
analysis on our prospects; and (b) that we violated federal securities laws by
not disclosing these underwriter arrangements in our prospectus. The defense has
been tendered to the carriers of our director and officer liability insurance,
and a request for indemnification has been made to the various underwriters in
the IPO, but at this point neither the insurer nor the underwriters have
responded affirmatively. The issuers (including us) and the underwriters have
filed motions to dismiss the case in its entirety, which motions are pending
before the Court. At this point, it is too early to form a definitive opinion
concerning the ultimate outcome. Management believes, after consultation with
legal counsel, that none of these contingencies will not have a material adverse
effect on the Company's financial condition or results of operations.
22
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
*3.1 - Amended and Restated By-Laws of Inrange Technologies Corporation
(Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 (File No. 000-31517)).
*3.2 - Amended and Restated Certificate of Incorporation of Inrange
Technologies Corporation (Exhibit 3.3 to the Form S-1
Registration Statement (No. 333-38592)).
*4.1 - Form of Inrange Technologies Corporation Class B common stock
certificate (Exhibit 4.1 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 - Inrange Technologies Corporation 2000 Stock Compensation Plan
(Exhibit 10.8 to the Form S-1 Registration Statement
(No. 333-38592)).
*10.6 - Loan Agreement, between Inrange Technologies Corporation and SPX
Corporation (Exhibit 10.9 to the Form S-1 Registration Statement
(No. 333-38592)).
*10.7 - Employee Matters Agreement between Inrange Technologies
Corporation and SPX Corporation (Exhibit 10.10 to the Form S-1
Registration Statement (No. 333-38592)).
23
*10.8 - Inrange Technologies Corporation Employee Stock Purchase Plan (Exhibit
4.3 to the Company's Form S-8 Registration Statement (No. 333-46402)).
*10.9 - 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)).
*10.10 - 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 September 30, 2001
(File No. 000-31517)).
99.1 - Certificate of Chief Executive and Chief Financial Officers.
* Incorporated by reference, as indicated.
(b) Reports on Form 8-K
None.
24
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, 2002 By: /s/ John R. Schwab
--------------------------
John R. Schwab, Vice President
and Chief Financial Officer (duly
authorized officer and principal
financial officer)
25
Certification
I, Kenneth H. Koch, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Inrange
Technologies Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure the
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Kenneth H. Koch
--------------------------
Chief Executive Officer
Section 302 Certifications:
Insert Immediately Following Signature Block of Form 10-Q
Certification
I, John R. Schwab, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Inrange
Technologies Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
the material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weakness in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weakness.
Date: November 14, 2002 /s/ John R. Schwab
---------------------------
Chief Financial Officer