SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
|
(Mark One)
|
||
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended August 1, 2003 | ||
| or | ||
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission file number 0-27130
Network Appliance, Inc.
|
Delaware
|
77-0307520 | |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
|
|
495 East Java Drive, Sunnyvale, California 94089 (Address of principal executive offices, including zip code) |
||
Registrants 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 þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
Number of shares outstanding of the registrants common stock, $.001 par value, as of the latest practicable date.
| Outstanding at | ||
| August 1, 2003 | ||
| Class | ||
|
Common Stock
|
341,884,890 |
TABLE OF CONTENTS
| Page | ||||||
| No. | ||||||
| PART I FINANCIAL INFORMATION | ||||||
|
Item 1.
|
Condensed Consolidated Financial Statements (Unaudited) | 2 | ||||
| Condensed Consolidated Balance Sheets as of August 1, 2003 and April 30, 2003. | 2 | |||||
| Condensed Consolidated Statements of Income for the three-month periods ended | ||||||
| August 1, 2003 and July 26, 2002. | 3 | |||||
| Condensed Consolidated Statements of Cash Flows for the three-month periods ended | ||||||
| August 1, 2003 and July 26, 2002. | 4 | |||||
| Notes to Condensed Consolidated Financial Statements | 5 | |||||
|
Item 2.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations | 17 | ||||
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk | 37 | ||||
|
Item 4.
|
Controls and Procedures | 38 | ||||
|
Item 5.
|
Other Information | 38 | ||||
| PART II OTHER INFORMATION | ||||||
|
Item 1.
|
Legal Proceedings | 39 | ||||
|
Item 2.
|
Changes in Securities | 39 | ||||
|
Item 3.
|
Defaults Upon Senior Securities | 39 | ||||
|
Item 4.
|
Submission of Matters to Vote of Securityholders | 39 | ||||
|
Item 5.
|
Other Information | 39 | ||||
|
Item 6.
|
Exhibits and Reports on Form 8-K | 39 | ||||
| SIGNATURE | 40 | |||||
1
PART I. FINANCIAL INFORMATION
| Item 1. | Condensed Consolidated Financial Statements |
NETWORK APPLIANCE, INC.
| August 1, | April 30, | |||||||||
| 2003 | 2003 | |||||||||
| ASSETS | ||||||||||
|
Current Assets:
|
||||||||||
|
Cash and cash equivalents
|
$ | 320,679 | $ | 284,161 | ||||||
|
Short-term investments
|
329,426 | 334,677 | ||||||||
|
Accounts receivable, net of allowances of $4,996
at August 1, 2003 and $5,355 at April 30, 2003
|
142,290 | 151,637 | ||||||||
|
Inventories
|
36,694 | 31,559 | ||||||||
|
Prepaid expenses and other
|
24,225 | 24,014 | ||||||||
|
Deferred income taxes
|
27,906 | 27,444 | ||||||||
|
Total current assets
|
881,220 | 853,492 | ||||||||
|
Property and Equipment, net
|
363,677 | 362,862 | ||||||||
|
Goodwill
|
48,212 | 48,212 | ||||||||
|
Intangible Assets, net
|
10,455 | 2,954 | ||||||||
|
Other Assets
|
53,787 | 51,653 | ||||||||
| $ | 1,357,351 | $ | 1,319,173 | |||||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||||
|
Current Liabilities:
|
||||||||||
|
Accounts payable
|
$ | 41,802 | $ | 39,600 | ||||||
|
Income taxes payable
|
22,984 | 30,256 | ||||||||
|
Accrued compensation and related benefits
|
35,376 | 40,647 | ||||||||
|
Other accrued liabilities
|
50,220 | 43,841 | ||||||||
|
Deferred revenue
|
110,247 | 110,672 | ||||||||
|
Total current liabilities
|
260,629 | 265,016 | ||||||||
|
Long-Term Deferred Revenue
|
79,035 | 63,698 | ||||||||
|
Long-Term Obligations
|
3,254 | 3,102 | ||||||||
|
Total liabilities
|
342,918 | 331,816 | ||||||||
|
Stockholders Equity:
|
||||||||||
|
Common stock
|
342 | 341 | ||||||||
|
Additional paid-in capital
|
740,271 | 704,338 | ||||||||
|
Deferred stock compensation
|
(2,512 | ) | (1,363 | ) | ||||||
|
Treasury stock
|
(34,828 | ) | | |||||||
|
Retained earnings
|
311,210 | 284,137 | ||||||||
|
Accumulated other comprehensive loss
|
(50 | ) | (96 | ) | ||||||
|
Total stockholders equity
|
1,014,433 | 987,357 | ||||||||
| $ | 1,357,351 | $ | 1,319,173 | |||||||
See accompanying notes to condensed consolidated financial statements.
2
NETWORK APPLIANCE, INC.
| Three Months Ended | |||||||||||
| August 1, | July 26, | ||||||||||
| 2003 | 2002 | ||||||||||
|
Revenues:
|
|||||||||||
|
Product revenue
|
$ | 235,786 | $ | 186,740 | |||||||
|
Service revenue
|
24,723 | 20,088 | |||||||||
|
Total revenues
|
260,509 | 206,828 | |||||||||
|
Cost of Revenues:
|
|||||||||||
|
Cost of product revenue
|
85,039 | 63,655 | |||||||||
|
Cost of service revenue
|
19,347 | 15,458 | |||||||||
|
Total cost of revenues
|
104,386 | 79,113 | |||||||||
|
Gross margin
|
156,123 | 127,715 | |||||||||
|
Operating Expenses:
|
|||||||||||
|
Sales and marketing
|
79,356 | 71,902 | |||||||||
|
Research and development
|
31,541 | 27,868 | |||||||||
|
General and administrative
|
12,265 | 7,438 | |||||||||
|
Stock compensation (1)
|
654 | 983 | |||||||||
|
Total operating expenses
|
123,816 | 108,191 | |||||||||
|
Income from Operations
|
32,307 | 19,524 | |||||||||
|
Other Income (Expense), net:
|
|||||||||||
|
Interest income
|
3,045 | 3,151 | |||||||||
|
Other expense, net
|
(47 | ) | (1,000 | ) | |||||||
|
Net gain/(loss) on investments
|
145 | (726 | ) | ||||||||
|
Gain on sale of intangible asset
|
| 604 | |||||||||
|
Total other income, net
|
3,143 | 2,029 | |||||||||
|
Income before Income Taxes
|
35,450 | 21,553 | |||||||||
|
Provision for Income Taxes
|
8,377 | 5,388 | |||||||||
|
Net Income
|
$ | 27,073 | $ | 16,165 | |||||||
|
Net Income per Share:
|
|||||||||||
|
Basic
|
$ | 0.08 | $ | 0.05 | |||||||
|
Diluted
|
$ | 0.08 | $ | 0.05 | |||||||
|
Shares Used in per Share
Calculations:
|
|||||||||||
|
Basic
|
341,687 | 335,783 | |||||||||
|
Diluted
|
358,497 | 350,122 | |||||||||
|
(1) Stock compensation includes:
|
|||||||||||
|
Sales and marketing
|
$ | 358 | $ | 572 | |||||||
|
Research and development
|
192 | 324 | |||||||||
|
General and administrative
|
104 | 87 | |||||||||
| $ | 654 | $ | 983 | ||||||||
See accompanying notes to condensed consolidated financial statements.
3
NETWORK APPLIANCE, INC.
| Three Months Ended | ||||||||||||
| August 1, 2003 | July 26, 2002 | |||||||||||
|
Cash Flows from Operating
Activities:
|
||||||||||||
|
Net income
|
$ | 27,073 | $ | 16,165 | ||||||||
|
Adjustments to reconcile net income to net cash
provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
13,426 | 11,599 | ||||||||||
|
Amortization of patents
|
150 | | ||||||||||
|
Amortization of intangible assets
|
1,364 | 1,386 | ||||||||||
|
Stock compensation
|
654 | 983 | ||||||||||
|
Net (gain) loss on investments
|
(145 | ) | 726 | |||||||||
|
Gain on sale of intangible asset
|
| (604 | ) | |||||||||
|
Provision for doubtful accounts
|
(290 | ) | (1,455 | ) | ||||||||
|
Deferred income taxes
|
| (565 | ) | |||||||||
|
Deferred rent
|
271 | (1 | ) | |||||||||
|
Changes in assets and liabilities:
|
||||||||||||
|
Accounts receivable
|
9,638 | 7,637 | ||||||||||
|
Inventories
|
(5,796 | ) | (6,412 | ) | ||||||||
|
Prepaid expenses and other assets
|
(2,306 | ) | (4,733 | ) | ||||||||
|
Accounts payable
|
2,202 | 541 | ||||||||||
|
Income taxes payable
|
2,602 | 4,767 | ||||||||||
|
Accrued compensation and related benefits
|
(5,271 | ) | (11,635 | ) | ||||||||
|
Other accrued liabilities
|
(1,708 | ) | 303 | |||||||||
|
Deferred revenue
|
14,912 | 8,189 | ||||||||||
|
Net cash provided by operating activities
|
56,776 | 26,891 | ||||||||||
|
Cash Flows from Investing
Activities:
|
||||||||||||
|
Purchases of short-term investments
|
(89,136 | ) | (70,214 | ) | ||||||||
|
Redemptions of short-term investments
|
92,581 | 88,744 | ||||||||||
|
Purchases of property and equipment
|
(12,318 | ) | (14,425 | ) | ||||||||
|
Proceeds from disposal of fixed assets
|
105 | | ||||||||||
|
Proceeds from sales of investments
|
419 | | ||||||||||
|
Purchases of patents
|
(9,015 | ) | | |||||||||
|
Purchase of equity securities
|
(325 | ) | (325 | ) | ||||||||
|
Net cash provided by (used in) investing
activities
|
(17,689 | ) | 3,780 | |||||||||
|
Cash Flows from Financing
Activities:
|
||||||||||||
|
Proceeds from sale of common stock related to
employee stock transactions
|
24,256 | 10,310 | ||||||||||
|
Repurchases of common stock
|
(26,825 | ) | | |||||||||
|
Net cash provided by (used in) financing
activities
|
(2,569 | ) | 10,310 | |||||||||
|
Net Change in Cash and Cash
Equivalents
|
36,518 | 40,981 | ||||||||||
|
Cash and Cash Equivalents:
|
||||||||||||
|
Beginning of period
|
284,161 | 210,756 | ||||||||||
|
End of period
|
$ | 320,679 | $ | 251,737 | ||||||||
|
Noncash Investing and Financing
Activities:
|
||||||||||||
|
Deferred stock compensation, net of reversals
|
$ | 1,668 | $ | (124 | ) | |||||||
|
Conversion of evaluation inventory to fixed assets
|
661 | 2,268 | ||||||||||
|
Income tax benefit from employee stock
transactions
|
9,874 | | ||||||||||
|
Supplemental cash flow information:
|
||||||||||||
|
Income taxes paid
|
1,456 | 1,697 | ||||||||||
See accompanying notes to condensed consolidated financial statements.
4
NETWORK APPLIANCE, INC.
| 1. | The Company |
Based in Sunnyvale, California, Network Appliance was incorporated in California in April 1992, and reincorporated in Delaware in November 2001. Network Appliance is a world leader in unified storage solutions for the data-intensive enterprise. NetApp® network storage solutions and service offerings provide data-intensive enterprises with consolidated storage, improved data center operations, economical business continuance, and efficient remote data access across the distributed enterprise. Network Appliances success to date has been in delivering highly cost-effective network storage solutions that reduce the complexity associated with conventional storage solutions. Network ApplianceTM solutions are the data management and storage foundation for leading enterprises, government agencies, and universities worldwide. Since its inception in 1992, Network Appliance has pioneered technology, product, and partner firsts that continue to drive the evolution of storage.
| 2. | Condensed Consolidated Financial Statements |
The accompanying interim unaudited condensed consolidated financial statements have been prepared by Network Appliance, Inc. without audit and reflect all adjustments, (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. The statements have been prepared in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual consolidated financial statements.
We operate on a 52-week or 53-week year ending on the last Friday in April. For presentation purposes we have indicated in the accompanying interim unaudited condensed consolidated financial statements that our fiscal year end is April 30. The first quarters of fiscal 2004 and 2003 were 14-week and 13-week fiscal quarters, respectively.
These financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended April 30, 2003. The results of operations for the three-month period ended August 1, 2003 are not necessarily indicative of the operating results to be expected for the full fiscal year or future operating periods. In the following notes to our interim condensed consolidated financial statements, Network Appliance Inc. is also referred to as we, our and us.
Certain prior-period amounts have been reclassified to conform to the current period presentation.
| 3. | Use of Estimates |
The preparation of the condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Summary of Significant Accounting Policies |
| Revenue Recognition and Allowances |
We apply the provisions of Statement of Position (SOP) 97-2, Software Revenue Recognition, and related interpretations to all revenue transactions. We recognize revenue when:
| | Persuasive Evidence of an Arrangement Exists. It is our customary practice to have a purchase order prior to recognizing revenue on an arrangement from our end user customers, value added resellers, or distributors. | |
| | Delivery has Occurred. Our product is physically delivered to our customers, generally with standard transfer terms as FOB shipping point. We typically do not allow for re-stocking rights with any of our value added resellers or distributors. Products shipped with acceptance criteria or return rights are not recognized as revenue until all criteria are achieved. If undelivered products or services exist that are essential to the functionality of the delivered product in an arrangement, delivery is not considered to have occurred. | |
| | The Fee is Fixed or Determinable. Arrangements with payment terms extending beyond our standard terms and condition practices are not considered to be fixed or determinable. Revenue from such arrangements is recognized as the fees become due and payable. We typically do not allow for price-protection rights with any of our value added resellers or distributors. | |
| | Collection Is Probable. Probability of collection is assessed on a customer-by-customer basis. Customers are subjected to a credit review process that evaluates the customers financial position and ultimately their ability to pay. If it is determined from the outset of an arrangement that collection is not probable based upon our review process, revenue is recognized upon cash receipt. |
For arrangements with multiple elements, we allocate revenue to each element using the residual method based on vendor specific objective evidence of the undelivered items. We defer the portion of the arrangement fee equal to the fair value of the undelivered elements until they are delivered. Vendor specific objective evidence is based on the price charged when the element is sold separately.
A typical arrangement includes product, software subscription, and maintenance. Some arrangements include training and consulting. Software subscriptions include unspecified product upgrades and enhancements on a when-and-if-available basis, bug fixes, and patch releases, and are included in product revenues. Service maintenance includes contracts for technical support and hardware maintenance. Revenue from software subscriptions and service is recognized ratably over the contractual term, generally one to three years. Revenue from training and consulting is recognized as the services are performed.
&nbs