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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
September 30, 2000 Commission File No. 0-11336
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CIPRICO INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1749708
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2800 CAMPUS DRIVE
PLYMOUTH, MINNESOTA 55441
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number,
Including Area Code: (612) 551-4000
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Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock
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Indicate by checkmark 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
requirement for the past 90 days. Yes X No
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Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ]
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The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of December 11, 2000 was approximately $38,124,141 (based upon the
last sale price of the Registrant's Common Stock on such date).
Shares of Common Stock outstanding at December 11, 2000: 5,037,459 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended September 30, 2000 are incorporated by reference in Part II and portions
of the Registrant's Proxy Statement for the 2001 Annual Meeting of Shareholders
are incorporated herein by reference in Part III, as indicated.
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Ciprico Inc. and its subsidiaries design, manufacture and market
high-performance, direct-attached and networked storage solutions, including
intelligent disk array hardware, software and services. Our storage solutions
are designed for visual computing applications ranging from high speed image
data capture, through processing and analysis, to real-time playback at
sustained performance levels. Our products are compatible with industry standard
architectures enabling users to interface with the primary open architecture
computing platforms found in the visual computing market designed by Silicon
Graphics, Inc. ("Silicon Graphics" or "SGI"), Sun Microsystems, Inc.,
Hewlett-Packard Company, IBM Corporation and Apple Computer, Inc. We are ISO
9001 certified, an international quality standard.
We were incorporated under the name Computer Products Corporation in
February 1978 and changed our name to Ciprico Inc. in May 1983. Until September
1980, substantially all of our revenues were generated from engineering
consulting services provided to manufacturers and end users of computer systems.
We began development of controller based products in January 1980 and shipped
our first controller product in September of the same year. Our business is now
focused on storage solutions and controller board products do not represent a
significant portion of our sales.
In late 1990 we introduced for sale our first RAID (redundant array of
independent disks). Since then, we have continued to advance disk storage
controller and storage management with new product introductions. Our disk
arrays are designed to meet the demanding data transfer rate, storage capacity
and data redundancy needs of the visual computing market. Visual computing
refers to the digital representation and complex image processing of film,
video, graphics, photographs, animation, special effects, three dimensional
images and other images. Like many other computer applications, the trend in
visual computing is toward random access, digital data storage and away from
traditional analog tape storage or film methods. Our targeted market segments
include Entertainment and Media, Government and Military, Internet Streaming of
Video Content, Geosciences, Medical Imaging and Digital Prepress.
We now offer the complete range of open disk-based storage solutions
for high performance visual imaging applications. This includes RAID 3 for
bandwidth, RAID 4 for high bandwidth streaming, and RAID 5 for high input/output
(I/O) oriented uses. We also provide Storage Area Networking (SAN) solutions,
focused on the networking of demanding visual workgroup applications. We believe
the maximum value comes to our customers through our product design and product
performance, combined with an exceptional system engineering and customer
service focus on our image-oriented markets.
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Statements in this Form 10-K that are forward-looking involve risks and
uncertainties. Our actual results could differ materially from those expressed
in any forward-looking statements. For a discussion of these risks and
uncertainties, see "Management's Discussion and Analysis--Forward-Looking
Information."
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NARRATIVE DESCRIPTION OF BUSINESS
(1) PRODUCTS AND SERVICES.
Our product line consists mainly of disk arrays. We design, develop and
manufacture all of our disk array products to operate at peak performance levels
while maintaining connectivity consistent within industry standards. The
controller board, internal packaging, component integration and cabinet design
are a result of our engineering expertise. Disk drives and power supplies are
mounted on easily removable shuttles which make replacements simple.
We introduced our first generation RAID 3 disk array product in 1990.
Since then, we have introduced several new disk array products to meet the
changing needs of our customers. We now offer customers a choice of several
different series of disk arrays depending on their needs. Prices for our disk
arrays generally range from a list price of $14,000 to $65,000 per disk array
depending on the features selected by the customer. Applications may require one
or several disk arrays.
6900 Series. Introduced in 1996, our 6900 Series disk arrays use the
SCSI peripheral interface standard UltraSCSI. While maintaining compatibility
with SCSI-2, the UltraSCSI interface offers a transfer rate of 40 MBs per
second, twice the speed of Fast Wide SCSI-2. Before the introduction of
UltraSCSI, multiple disk arrays had to be striped together to increase transfer
rates. With one 6900 Series UltraSCSI disk array, a user can retrieve 24-bit
color, uncompressed video images at a real-time speed of 30 frames per second.
Our 6900 Series offers customers eight data drives plus one redundant drive,
which together provide a storage capacity of 72 gigabytes (GB) to 587 GB. The
6900 Series also includes several redundancy features, including hot swap drives
and power supplies.
6500 Series. The 6500 Series of disk arrays, targeted at entry-level or
low-cost application environments, began shipping in the fall of 1996. The 6500
Series utilizes the UltraSCSI interface, offers 40 MB per second transfer rate
and allows users to swap disk drives without losing data or performance. Unlike
our 6900 and 7000 products, the 6500 product uses ATA disk drives (also known as
IDE disk drives) internally. ATA disk drives are most commonly found in personal
computers. Use of these drives enables us to offer a low-cost solution to
customers while meeting their performance, data redundancy and cost
requirements. The disk arrays are available in an 8 + 1 configuration and have
storage capacities ranging from 80 to 600 GB. The 6500 Series can be striped or
daisy-chained together for additional capacity.
7000 Fibre Channel Series. In fiscal 1997, we began shipping our 7000
Series disk array, the industry's first disk array to offer a host interface
compatible with full speed Fibre Channel. Fibre Channel is the fastest interface
currently available. The 7000 Series offers a peak transfer rate of 100 MB per
second and a sustained transfer rate in excess of 90 MB per second. This disk
array is capable of transferring uncompressed video images in real-time to
preserve quality, or simultaneously transferring several dozen streams of
compressed video images. The 7000 Series is based on SCSI drive technology and
consists of nine Fast/Wide SCSI drives, each connected to a dedicated channel.
The storage capacities supported by the 7000 Series disk arrays range from 144
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GB to 587 GB. A total rack system storage capacity can grow to over 4 terabytes
with only seven arrays. The 7000 Series has hot swap disk drives, power supplies
and fans.
FibreSTORE Products. We announced our new family of RAID disk arrays in
1998. The initial member of the family, the FibreSTORE JBOD (just a bunch of
drives) began shipping in December 1998. It features full Fibre Channel
connectivity between the disk drives as well as to the host computer, full dual
loop Fibre Channel connections and redundant power supplies and fans.
Configurations of up to seven FibreSTORE enclosures containing up to 63 Fibre
Channel disk drives have been fully tested and supported. FibreSTORE offers the
performance features of Fibre Channel for applications that do not require RAID
protection.
The second member of the family, FibreSTORE RAID was introduced in
October 1999. FibreSTORE RAID adds data redundancy features to FibreSTORE
insuring uninterrupted data availability at full performance levels and service
without disruption. The new FibreSTORE RAID system can be configured with single
or dual RAID controllers and up to 4.1 terabytes of Fibre Channel disk storage
in a single rack. Each controller is a fully independent, caching controller
designed to give optimum performance in data streaming applications such as
digital video and multiple stream video playback. It is designed to deliver
continuous, sustainable data rates at close to 200 MB per second with the dual
controller option.
NETarray Storage Arrays. In June, 2000, we began shipping the NETarray
1000 JBOD. This product features full Fibre Channel connectivity between the
disk drives and the host computer. Designed for both high performance and high
level redundancy, the NETarray 1000 has full dual loop Fibre Channel
connections, redundant power supplies and redundant fans, with no active
components on its backplane. It utilizes standard networking industry protocols
to manage the storage via Ethernet or Internet connections, maximizing bandwidth
for storage reading and writing operations. The NETarray 1000 also delivers
industry leading storage density, with 730 Gigabytes of storage in a single 3U
high enclosure.
In October, 2000, we began shipping the NETarray 1000 RAID array. The
NETarray 1000 RAID is a controller system that provides RAID 5 data redundancy
to NETarray JBODs. The system can be configured with either single or dual
controllers and over 7.3 terabytes of Fibre Channel disk storage in a single
rack. Each controller is a fully independent caching controller designed to give
optimum performance in applications requiring high I/O data flow, such as Web
streaming, rendering, and transaction processing.
Software Utilities. We qualify all of our disk array products with
popular host adapters for standard platforms to optimize compatibility with its
customer's systems. For each of the popular host computers and operating
systems, we develop and test interface adapter and utility software packages to
enable the disk arrays to be conveniently connected by the customer. The current
packages include:
Spectra Series. We have developed, in cooperation with Silicon
Graphics, Inc. ("SGI") the Spectra Series to work with Silicon Graphics
platforms. The 6500, 6900 and 7000 Series of disk arrays may all be ordered as a
Spectra package. Included in the Spectra package is a Ciprico disk array, an
adapter for certain models, and a set of software utilities. These graphical
user interface-
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based utilities were written by us to facilitate and simplify the installation
and use of our disk array with a Silicon Graphics platform.
Halo Series. We have developed the Halo Series to work with Sun
Microsystems UltraSPARC product line. Currently, only the 7000 Series disk array
may be ordered as a Halo package, with other disk arrays to be offered as market
needs arise. Included in the Halo package is a Ciprico 7000 disk array, the
Fibre Channel adapter card, inter-connect cables, and an extensive GUI-based set
of software utilities for easy configuration and monitoring of disk array
performance.
RaidiaNT Series. RaidiaNT is a packaged, fully-integrated
hardware/software RAID disk array storage solution for the NT environment. Based
on our 7000 Series of Fibre Channel RAID disk arrays, the package includes all
components necessary to take advantage of the performance of full-speed Fibre
Channel, including a PCI to Fibre Channel adapter and a graphical user interface
(GUI) utility package. The 7000 product has been certified as Windows NT
compatible by Microsoft Corporation.
Storage Manager. Our Storage Manager utility, a JAVA-based platform, is
available for FibreSTORE Series and also our NETarray products. This software
utility package is our latest offering that is compatible with Solaris, Irix and
NT operating systems. No separate utilities packages are needed. Remote
monitoring, event notification and storage configuration capabilities enable the
user to manage and configure the data for a wide variety of operating systems
more easily than in previous utility packages.
Controllers. Sales of controller boards represented approximately 4% of
sales for fiscal 2000. We expect sales of controllers to represent a decreasing
percentage of net sales in the future.
Storage Area Networks. Crossing all of our vertical markets is the
emerging market for Storage Area Networks (SAN). A SAN is a technology that
allows multiple workstations and/or file servers to directly access common,
shared storage devices. This is in contrast to the traditional client-server
storage paradigm in which a storage device is dedicated to a single file server.
SANs utilize a Fibre Channel based, networking infrastructure that provides a
number of benefits over traditional simple server-attached storage. These
benefits include providing the same high performance storage pool across a
number of users, centralized management of the storage, higher productivity, and
the ability to seamlessly add increased storage. Our applications include
digital broadcast editing, video and audio streaming, film post production, and
government.
As an extension of our product offerings, we offer our customers
professional services for SAN solutions. Our services involve the integration of
diverse components beyond Ciprico storage devices such as tape storage devices,
storage management software, network management products and Fibre Channel
products. Through our group of sales systems engineers, we help customers
evaluate, analyze, install, manage and grow data centers and storage networks.
We believe this value-added professional service assists customers in installing
and managing data centers and storage networks better than they could on their
own. Our product implementation planning and turn-key installations bolster
sales of our products and can enhance our gross profit margins.
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To provide these SAN solutions, we work with other storage industry
vendors such as Brocade Communications and ADIC by implementing their products
as part of the overall solution to meet the needs of our customers. We seek to
strengthen our relationships with existing strategic partners and develop new
partnerships with leading vendors in the SAN market to offer additional products
that are complimentary to our products.
TECHNICAL SUPPORT.
We provide our customers with ongoing technical assistance and a
variety of spare parts programs to assure failures are identified and repairs
are made quickly. Our Advantage Support Program allows the customer to choose
which spares they will use for disk array support. The Safety Net Spares Program
provides for critical spare parts located at the customer's site, while other
spare parts are available upon request with next-day delivery. Our Hot Spares
Program allows the customer to select and purchase on site spare components to
support their production environment and purchase a hot spares service option
that provides the customer with delivery of replacement parts from an authorized
Ciprico parts depot. Depots are currently located in Minneapolis, Los Angeles,
Amsterdam, Tokyo and Singapore. All service options provide training for the
customer's technicians and access to our telephone support services. Telephone
support specialists are available 24 hours per day, 7 days per week through our
toll-free help line for the U.S., Canada and selected international locations.
Technical support is also available through the Ciprico Web-site,
www.ciprico.com.
We also provide a return-to-factory parts and labor warranty against
defects in materials and workmanship covering a period of three years from the
date of shipment to customers. Extended warranty and maintenance services are
also offered to customers in addition to the primary warranty. All repair work
for our products is presently done at our manufacturing facility in Plymouth,
Minnesota.
(2) MARKETING AND DISTRIBUTION.
MARKETS.
Our market focus is visual computing applications. Within the visual
computing market, our primary focus is on applications in Entertainment and
Media, Government and Military and Internet Video Streaming. In addition, we
have historically sold in other markets such as Geosciences, Medical Imaging and
Digital Prepress. In each of these markets, we focus on uses where our customers
need high bandwidth, high I/O, or combinations of both to meet their application
needs.
Entertainment and Media. This market segment includes companies that
create, edit, manipulate and broadcast images, in real-time playback, using
digital technology instead of linear film and video tape. This industry includes
movie studios, post-production houses and video production facilities.
Applications within this market have traditionally included applications such as
3D animation, special effects, film restoration and editing. Film and video
production requires
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extremely high image resolution because the final image will be enlarged many
times when it is displayed on a movie screen.
An emerging segment of the entertainment market is the digital
broadcast market, with the new high definition television (HDTV) standards
mandated in the United States. Broadcast and video services applications require
very high bandwidth to supply many simultaneous video streams to multiple users
and there can be no interruptions in service, which cause dead air time. With
images stored as data, new applications for storage devices within the
television broadcast segment will include electronic news gathering, commercial
and promotional insertion and TV broadcast. Digital broadcast markets will also
include such applications as campus and distance learning, movies on demand and
in-flight entertainment systems.
Government and Military. This market segment consists of commercial
companies and military and government agencies that capture, archive and review
imagery data collected from airborne or space-based satellite sensors using
imagery in training, simulation and mission planning, or process imagery or
data, sometimes in demanding operating conditions. Applications where our disk
arrays are best suited include: data capture, image processing and archiving,
and mission planning and rehearsal. Data capture is the process of collecting
the imagery data, either by use of an imaging satellite or an aircraft equipped
with imaging capabilities. A single image frame ranges from a few megabytes up
to 14 gigabytes in size, with the data capture phase requiring the collection of
hundreds of frames per day. In the case of satellite based imagery sensors, our
disk arrays are used at the supporting ground stations. As the satellite passes
overhead of the groundstation, the data is downlinked at very high data rates.
For airborne applications, our arrays are on-board the aircraft and the imagery
data is also captured at a very high rate. In the image processing and archiving
applications, the imagery data created from the capture phase must be processed
before it is usable for end-users. Once processed, the imagery data is stored
into digital asset management databases for fast query and retrieval. These
databases often reach multiple terabytes in size and require the high bandwidth
performance our disk arrays provide. In the mission planning and rehearsal
application, imagery data is fused with other battlefield information to enable
military commanders to view 3D maps of the areas of interest, and assist them in
their mission planning efforts. Mission rehearsal allows preview and rehearsal
of a mission using high resolution 3D imagery data sets of the area of interest
prior to the actual execution of a mission.
Internet Video Streaming. This is an evolving market which includes
developers and distributors of Web-based media, that are involved with the
delivery of thousands of streams and supporting multiple compression rates and
file formats. The market demands storage solutions that deliver a high number of
image streams, while closely matching storage investments to business model
growth. We believe our storage, application, and SAN expertise demonstrated in
the digital broadcast applications will provide many benefits to our customers
in the Internet Video Streaming market. While a key area of focus, we do not
anticipate significant revenue from this market during fiscal 2001.
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Other Markets. Our products are also used in applications in the
geosciences, medical imaging and digital prepress markets. Within the medical
imaging market segment, applications for our disk arrays include diagnostic
imaging, picture archival communication systems and 3-D imaging applications.
When a patient is undergoing an image acquisition procedure, imaging systems
need to capture and display image data 100% of the time. Our disk arrays provide
the performance and redundancy that is required for these medical applications.
The geosciences market segment is comprised mainly of major oil and gas
exploration companies. This market segment has undergone dramatic changes in
recent years with the introduction of 3D and 4D (motion) technology. Seismic
data is typically generated by detonating an explosive charge, sending shock
vibrations beneath the earth's surface, which reflect off underground geological
formations. The seismic data, which can be measured in terabytes (1,000 GB), is
recorded, processed to about one-tenth of its original data size and stored
digitally. The processing and interpretation of the seismic data may take days
or even weeks, during which time our disk array's redundancy features are
critical should a disk drive or power supply fail. By using high performance
workstations and disk arrays, the seismic information can be displayed through
3D images representing underground geological formations, enabling the
exploration company to locate oil fields and determine optimal drilling sites.
Within the digital prepress market segment, computer-to-plate or
direct-to-press manufacturers utilize disk arrays to optimize performance.
Digital technology eliminates the material costs of photographic film, increases
the quality and accuracy of image reproduction, and provides the printer with
tools for quick turnaround. As the printing industry endorses digital technology
to reduce cost, improve flexibility and shorten production schedules, new
opportunities are developing within the prepress market. RAID-based disk storage
provides many features and benefits for improving the capabilities of digital
prepress applications.
DISTRIBUTION.
We have identified segments of the visual computing market and
allocated marketing resources to support its principal market segments. Market
managers with an in-depth understanding of the market applications develop a
comprehensive marketing plan tailored to the needs of each market segment,
including market and promotional strategy. In addition, we rely on our
experienced system engineers to support our marketing and sales efforts.
Our products are sold principally through a direct sales force,
although we do have relationships with a limited number of system integrators,
and value-added dealers (VADs). Our direct sales organization is primarily
responsible for "demand creation" activities and customer development. We have
direct sales representatives in the Boston, Dallas, Washington D.C.,
Minneapolis, Detroit, Northern and Southern California, and the Pacific
Northwest sections of North America. We have international sales and service
offices in Newbury, England, Singapore and Tokyo.
As part of our marketing and sales strategy, we enter into
relationships with companies who could play an important role in the successful
marketing of our products. Our disk arrays are sold to
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OEMs for inclusion in their own computer systems, to systems integrators, and
large end-users (including government departments and agencies). The initial
sales process is complex, requiring interaction with several layers of the
customer's organization and extensive technical exchanges as well as product
demonstrations. As a result, our typical sales cycle can span up to nine months.
Ciprico has a relationship with SGI, a manufacturer of computer
platforms in the visual computing market, whereby SGI resells Ciprico products.
Sales through SGI were $8.2 million in 2000 and $9.1 million in 1999. While we
continue to pursue opportunities within our reseller channels, including SGI,
our primary focus is on OEM relationships that support open architectures for
our storage solutions. As such, we expect our sales through SGI, in both
absolute dollars and as a percentage of sales, to decline in the future.
(3) STATUS OF NEW PRODUCTS.
See item (10) below.
(4) COMPETITION.
The market for all levels of RAID disk arrays is highly competitive. We
compete with other disk array manufacturers, with manufacturers of proprietary
integrated computer systems and with systems integrators that market computer
systems which contain general purpose RAID disk arrays. Such competitors often
offer systems at lower prices than those offered by us and we must compete on
the basis of product performance in specific applications. Many of these
competitors have greater financial, manufacturing and marketing resources than
we do.
Our ability to compete successfully depends upon our ability to
continue to develop high performance products that obtain market acceptance and
can be sold at increasingly competitive prices. Although we believe that our
RAID disk array products have certain competitive advantages, there can be no
assurance that we will be able to compete successfully in the future or that
other companies may not develop products with greater performance and thus
reduce the demand for our products, or that we will not encounter increased
price competition for such products which could materially and adversely affect
our operating results. Also, our OEM customers and other manufacturers could
develop their own disk arrays or could integrate competitive RAID disk arrays
into their systems rather than our products, which could materially and
adversely affect our operating results.
(5) SOURCES AND AVAILABILITY OF RAW MATERIALS.
The disk array is comprised mainly of a controller, metal cabinet, disk
drives, power supply and other miscellaneous parts. Many of the components are
industry standard parts and readily available from many suppliers at competitive
prices. Our controller board assemblies are purchased from an ISO 9000,
independent board assembly firm which manufactures the assemblies to our
specifications. The completed board assembly is received at our plant where it
is subject to test procedures to insure product performance, reliability and
quality. The metal enclosure and power
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supply are specified to our needs, but alternative sources for the components
are available. We have strategic partners with whom we work closely to fill
these needs. Our principal suppliers are Arrow Electronics, Inc., Bell
Microproducts, Inc., MCMS, Inc. and Du Fresne Manufacturing Co.
We depend heavily on our suppliers to provide high quality materials on
a timely basis and at reasonable prices. Although many of the components for our
products are available from numerous sources at competitive prices, certain of
the disk drives used in our products are presently purchased by us from a single
source. Furthermore, because of increased industry demand for many of those
components, their manufacturers may, from time to time, not be able to make
delivery on orders on a timely basis. In addition, manufacturers of components
on which we rely may choose, for numerous reasons, not to continue to make those
components, or the next generation of those components, available to us.
We have no long-term supply contracts. There can be no assurance that
we will be able to obtain, on a timely basis, all of the components we require.
If we cannot obtain essential components as required, we could be unable to meet
demand for our products, thereby materially adversely affecting our operating
results and allowing competitors to gain market share. In addition, scarcity of
such components could result in cost increases and adversely affect our
operating results.
Our assembly operations are ISO 9001 certified, located in Plymouth,
Minnesota and are typical of the electronics industry with no unusual methods or
equipment required. The sophisticated nature of our products does, however,
require extensive testing by skilled personnel. We utilize specialized testing
equipment and maintain an internal test engineering group to provide this
product support.
(6) CUSTOMER DEPENDENCE.
Our products are sold to a broad base of customers. As a percentage of
sales, SGI represented 25% in 2000, 27% in 1999 and 37% in 1998. A customer in
the geospatial imaging market, a department of the U.S. Navy, made up 8%, 13%,
and 8% of net sales in 2000, 1999 and 1998, respectively.
(7) PATENTS AND TRADEMARKS.
We have no patents, and do not consider ownership of patents to be
material to our business. We believe that the rapidly changing technology in the
computer industry makes our future success dependent more on the technical
competence and creative skills of our personnel than on any patents we may be
able to obtain. However, protection of our proprietary hardware, firmware and
software is very important to us. We rely upon trade secrecy and confidentiality
agreements with our employees and customers, rather than on patent or copyright
protection, to preserve our intellectual property rights in this material. We
have obtained federal registrations for the trademarks Ciprico(R), and Spectra
6000(R) and have registrations pending for trademarks for FibreSTORE(TM),
StorBridge(TM) and SANity(TM).
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(8) BACKLOG AND GOVERNMENT APPROVALS.
We historically have operated on low levels of backlog, and therefore,
do not consider the level of backlog to be indicative of future operating
results. As of September 30, 2000, we had $247,000 in backlog which is scheduled
to ship in fiscal 2001. We are not required to obtain government approval of our
products.
(9) EFFECT OF GOVERNMENT REGULATIONS.
We do not believe that any existing or proposed governmental
regulations will have a material effect on our business.
(10) RESEARCH AND NEW PRODUCT DEVELOPMENT.
We operate in an industry subject to rapid technological change. Our
goals in research and development are to develop leading edge products that
adhere to industry standards. Our ability to achieve this goal is largely
dependent upon our ability to anticipate and respond to change. We use
engineering design teams that work cross-functionally with marketing managers,
system engineers and customers to develop products and product enhancements.
Computer I/O interface standards are maintained and an extensive disk drive
qualification program is in place to monitor off-the-shelf disk drives to ensure
the quality and performance of the disk drives integrated into our disk arrays.
As part of its development strategy, we actively seek available, cooperative and
co-development activities with industry leaders in the hardware, software and
systems businesses.
Our research and development efforts have been successful as
demonstrated by such accomplishments as offering the first RAID 3 disk array to
achieve real-time playback of uncompressed video, and the first and only RAID 3
provider to be approved for resale by SGI. In 1996, we announced our first
product utilizing the new Fibre Channel interface. We invested significant
resources in the development of our Fibre Channel disk array and were the first
manufacturer to introduce a disk array integrating this new interface. Volume
shipments of this product began in November 1996 and continue to be strong. An
entirely new family of Fibre Channel products, the FibreSTORE family of digital
storage systems, was introduced during fiscal 1999. The system offers
flexibility in architecture, performance, fault-tolerance and capacity. With its
modular design, FibreSTORE products can be configured with zero, single or dual
RAID controllers, power fail cache memory, hot-spare drives and with multiple
disk enclosures for multiple terabytes of storage. The high reliability NETarray
RAID 5 product was introduced in October 2000, giving Ciprico storage solutions
across our visual market customer needs. All Ciprico products are SAN-ready.
We are continuing to invest in our hardware and software technology,
balancing near-term needs and market needs in 2-3 years. Ongoing efforts include
development of 2Gb/s Fibre Channel storage arrays for bandwidth and I/O
applications. We are developing several storage
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and storage networking technologies, including Infiniband, Direct Access File
System (DAFS), Internet Protocol SCSI (iSCSI) and additional SAN capabilities.
Additional areas of focus include extending our own storage management utilities
to added storage devices and server platforms, advanced file systems and
applications combining clustered server, high performance storage, and
networking capabilities
We invested $4,445,000, $4,056,000, and $4,527,000 in research and
development expenses in fiscal 2000, 1999 and 1998, respectively. All of our
research and development expenditures are expensed as incurred. At November 30,
2000, we had 30 full-time employees engaged in research and development
activities.
We do not have significant firm orders for our development stage
products. There is no assurance that any of our development programs will be
completed or that the resulting products, if any, will be marketed successfully.
(11) ENVIRONMENTAL REGULATION.
Compliance by us with present federal, state and local provisions
regulating the discharge of material into the environment, or otherwise relating
to the protection of the environment, has not had and is not expected to have
any material effect upon the capital expenditures, earnings or competitive
position of the Company.
(12) EMPLOYEES.
At November 30, 2000, we had 118 full-time employees, of which 20 were
engaged in manufacturing, operations and quality assurance, 30 in engineering
and research and development, 56 in sales, customer service and professional
services and 12 in general management and administration. None of our employees
are represented by a labor union. We have experienced no work stoppages and
believe that our employee relations are good.
We believe that the future success of our will depend in part on our
ability to attract and retain qualified technical, management and marketing
personnel. Such experienced personnel are in great demand, and we must compete
for their services with other firms which may be able to offer more favorable
benefits.
ITEM 2. DESCRIPTION OF PROPERTY
Our administrative headquarters, manufacturing and research and
development operations are located in one building in Plymouth, Minnesota,
totaling approximately 36,400 square feet. The lease for this space expires in
October 2002. We believes that our existing facilities and equipment are well
maintained and in good operating condition. We own most of the equipment used
our operations. Such equipment consists primarily of manufacturing and test
equipment, tools, fixtures and computer hardware and software.
12
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ITEM 3. LEGAL PROCEEDINGS
We are not a party to nor are any of our property subject to any
material pending legal proceedings, nor are any material legal proceedings known
to be contemplated by governmental authorities or others.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of our fiscal
year.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of our executive officers are as follows:
Name Age Position(s)
---- --- -----------
Robert H. Kill 53 President and Chief Executive Officer
Stephen R. Hansen 48 Vice President - Strategic Product Development
Thomas S. Wargolet 37 Vice President - Finance,
Chief Financial Officer and Secretary
William C. Hartman 45 Vice President - Marketing and Business Development
Robert G. Brown 47 Vice President - Sales
Officers are elected annually by and serve at the discretion of the
Board of Directors. There is no family relationship between the executive
officers of the Company.
Robert H. Kill has been Chief Executive of the Company since January
1996, Chairman of the Board from June 1996 to November 2000, President since
March 1988 and a director since September 1987. Mr. Kill was Executive Vice
President of the Company from September 1987 to March 1988, Secretary from
September 1987 to July 1998 and from November 1989 to October 1993, and Vice
President and General Manager from August 1986 to September 1987. Mr. Kill held
several marketing and sales positions at Northern Telecom, Inc. from 1979 to
1986, his last position being Vice President, Terminals Distribution.
Stephen R. Hansen was appointed Vice President - Strategic Product
Development in November 2000. From September 1998 to November 2000, Mr. Hansen
served as Vice President -
13
15
Product Development and Operations. Mr. Hansen has been with the Company since
June 1989. From 1983 to 1989, he held engineering and management positions with
Zycad Corporation, a developer of high performance supercomputers used for
simulation of VLSI technology. From 1974 to 1983, he held various research and
engineering positions with Control Data Corporation.
Thomas S. Wargolet, prior to joining the Ciprico in October 2000, was
Vice President - Finance / CFO of TeeMaster.com, an internet provider of golf
reservation services since October 1999. From January 1999 to October 1999 he
served as Vice President - Finance and Operations of Vicom, Incorporated, a
provider of telecommunications services. From 1996 to 1998, Mr. Wargolet was
Chief Financial Officer and Secretary of ENStar Inc., a publicly traded company
with various network technology businesses. From 1989 to 1996, Mr. Wargolet
served as Corporate Controller of North Star Universal, Inc. a publicly traded
holding company and Vice President - Finance and Operations of Americable, Inc.
(subsidiary of North Start), a distributor of connectivity products. From 1985
to 1989, he was with Arthur Andersen in Minneapolis. Mr. Wargolet is a CPA.
William C. Hartman was appointed Vice President - Marketing and
Business Development in June, 1999. In this position, he is responsible for
Marketing, Marketing Communications, Product Management and Customer Service.
From June 1998 to June 1999, Mr. Hartman was a Director, Business Development at
ADC Telecommunications. From August 1995 to June 1998, Mr. Hartman was a Senior
Market Development Manager, ADC Telecommunications.
Robert G. Brown was appointed Vice President - Sales in May of 1997.
From 1984 through 1997, Mr. Brown held various sales and management positions
with several groups and subsidiaries of Arrow Electronics, a leading industrial
distributor in the United States. Prior to joining Ciprico, Mr. Brown served as
Vice President Central Region.
14
16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is incorporated herein by reference
to the section labeled "Stock Trading" which appears in the Registrant's Annual
Report to Shareholders for the fiscal year ended September 30, 2000.
ITEM 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated herein by reference
to the sections labeled "Selected Consolidated Statements of Operations Data"
and "Selected Consolidated Balance Sheet Data" which appears in the Registrant's
Annual Report to Shareholders for the fiscal year ended September 30, 2000.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by Item 7 is incorporated herein by reference
to the section labeled "Management's Discussion and Analysis," including
disclosure respecting forward-looking information, which appears in the
Registrant's Annual Report to Shareholders for the fiscal year ended September
30, 2000.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We do not have any material, near-term, market rate risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated herein by reference
to the consolidated financial statements, notes thereto and Independent
Auditors' Report thereon which appear in the Registrant's Annual Report to
Shareholders for the fiscal year ended September 30, 2000.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
15
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Other than "Executive officers of the Registrant" which is set forth at
the end of Part I of this Form 10-K, the information required by Item 10
relating to directors and compliance with Section 16(a) is incorporated herein
by reference to the sections labeled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance," respectively, which appear in the
Registrant's definitive Proxy Statement for its 2001 Annual Meeting of
Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference
to the section labeled "Executive Compensation" which appears in the
Registrant's definitive Proxy Statement for its 2001 Annual Meeting of
Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference
to the sections labeled "Principal Shareholders" and "Management Shareholdings"
which appear in the Registrant's definitive Proxy Statement for its 2001 Annual
Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) Exhibits. See "Exhibit Index" on page following financial statement
schedules.
(b) Financial Statement Schedules. See Schedule II on page following
signatures.
(c) Reports on Form 8-K.
No report on Form 8-K was filed by us during the fourth quarter of
fiscal 2000.
16
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CIPRICO INC.
(the "Registrant")
Date: December 20, 2000 By /s/ Robert H. Kill
------------------------------------
Robert H. Kill, Chief Executive
Offier and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
(Power of Attorney)
Each person whose signature appears below constitutes and appoints
ROBERT H. KILL and THOMAS S. WARGOLET his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Annual Report on Form 10-K and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intent and purposes as he might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Signature Title Date
--------- ----- ----
/s/ Robert H. Kill President, Chief Executive Officer and December 20, 2000
- ---------------------------------- Director (Principal executive officer)
Robert H. Kill
/s/ Thomas S. Wargolet Vice President - Finance and Chief December 20, 2000
- ---------------------------------- Financial Officer (Principal
Thomas S. Wargolet financial and accounting officer)
/s/ William N. Wray Director December 20, 2000
- ----------------------------------
William N. Wray
/s/ Donald H. Soukup Director December 20, 2000
- ----------------------------------
Donald H. Soukup
/s/ Gary L. Deaner Director December 20, 2000
- ----------------------------------
Gary L. Deaner
/s/ Bruce J. Bergman Director December 20, 2000
- ----------------------------------
Bruce J. Bergman
/s/ Thomas F. Burniece Director December 20, 2000
- ----------------------------------
Thomas F. Burniece
17
19
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
Column A Column B Column C Column D Column E
- -------- ---------- ---------- ---------- --------------
Balance at Charged to Charged to
Beginning Costs and Other Balance at End
of Period Expenses Accounts Deductions of Period
Accounts receivable allowance
September 30, 2000 $ 545,000 $ 60,000 -- $ (197,000)A $ 408,000
September 30, 1999 277,000 333,000 -- (65,000)A 545,000
September 30, 1998 391,000 204,000 -- (318,000)A 277,000
Warranty reserve
September 30, 2000 $75,000 $ 148,000 -- $ (0)B $223,000
September 30, 1999 135,000 106,000 -- (166,000)B 75,000
September 30, 1998 345,000 232,000 -- (442,000)B 135,000
A - Deductions represent accounts receivable written-off during the year.
B - Deductions represent warranty work performed during the year.
18
20
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE
Board of Directors
Ciprico Inc.
In connection with our audit of the consolidated financial statements
of Ciprico Inc. and subsidiaries referred to in our report dated November 1,
2000, which is included in the Ciprico Inc. 1999 Annual Report to Shareholders
and incorporated by reference in Part III of this form, we have also audited
Schedule II for each of the three years in the period ended September 30, 2000.
In our opinion, this schedule presents fairly, in all material respects, the
information required to be set forth therein.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
November 1, 2000
19
21
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT INDEX TO FORM 10-K
For the fiscal year ended Commission File No.: 0-11336
September 30, 2000
- --------------------------------------------------------------------------------
CIPRICO INC.
- --------------------------------------------------------------------------------
Exhibit Description
- ------- -----------
3.1 The Registrant's Certificate of Incorporation, as amended to
date--incorporated by reference to Exhibit 19.1 of the
Registrant's Form 10-Q for the quarter ended March 31, 1988*
3.2 The Registrant's Bylaws, as amended to date--incorporated by
reference to Exhibit 19.2 of the Registrant's Form 10-Q for
the quarter ended March 31, 1988*
10.1 Lease Agreement, dated December 3, 1991, relating to
manufacturing space located at 2800 Campus Drive, Plymouth,
Minnesota and corporate office space located at 2955 Xenium
Lane, Plymouth Minnesota--incorporated by reference to Exhibit
10.1 of the Registrant's Form 10-K for the fiscal year ended
September 30, 1991*
10.2 First Amendment, dated July 1, 1996, to Lease Agreement dated
December 3, 1991, relating to space at 2800 Campus Drive,
Plymouth, Minnesota--incorporated by reference to Exhibit 10.2
of the Registrant's Form 10-KSB for the fiscal year ended
September 30, 1996.*
10.3 Second Amendment, dated September 2, 1997, to Lease Agreement
dated December 3, 1991 relating to space at 2800 Campus Drive,
Plymouth, Minnesota - - incorporated by reference to Exhibit
10.3 of the Registrant's Form 10-KSB for the fiscal year ended
September 30, 1997.*
22
10.4** Registrant's 1992 Nonqualified Stock Option Plan--incorporated
by reference to Exhibit 10.13 of the Registrant's Form 10-K
for the fiscal year ended September 30, 1992*
10.5** Specimens of Nonqualified Stock Option Agreements under 1992
Nonqualified Stock Option Plan--incorporated by reference to
Exhibit 10.14 of the Registrant's Form 10-K for the fiscal
year ended September 30, 1992*
10.6** Amendment No. 1 to Registrant's 1992 Nonqualified Stock Option
Plan--incorporated by reference to Exhibit 10.11 of the
Registrant's Form 10-KSB for the fiscal year ended September
30, 1995*
10.7** Amendment No. 2 to Registrant's 1992 Nonqualified Stock Option
Plan--incorporated by reference to Exhibit 10.12 of the
Registrant's Form 10-KSB for the fiscal year ended September
30, 1995*
10.8** Registrant's 1994 Incentive Stock Option Plan--incorporated by
reference to Exhibit 10.13 of the Registrant's Form 10-KSB for
the fiscal year ended September 30, 1993*
10.9** Specimen of Incentive Stock Option Agreement under 1994
Incentive Stock Option Plan--incorporated by reference to
Exhibit 10.14 of the Registrant's Form 10-KSB for the fiscal
year ended September 30, 1993*
10.10** Registrant's 1996 Restricted Stock Plan, as
amended--incorporated by reference to Exhibit 10.4 of the
Registrant's Form 10-Q for the fiscal quarter ended December
31, 1998*
10.11** Specimen of Restricted Stock Agreement under 1996 Restricted
Stock Plan--incorporated by reference to Exhibit 10.16 of the
Registrant's Form 10-KSB for the fiscal year ended September
30, 1995*
10.12** Registrant's 1999 Amended and Restated Stock Option Plan - -
incorporated by reference to Exhibit 10.1 of the Registrant's
Form 10-Q for the fiscal quarter ended December 31, 1998*
10.13** Specimen of Incentive Stock Option Agreement under 1999
Amended and Restated Stock Option Plan--incorporated by
reference to Exhibit 10.2 of the Registrant's Form 10-Q for
the fiscal quarter ended December 31, 1998*
23
10.14** Specimen of Nonqualified Stock Option Agreement under 1999
Amended and Restated Stock Option Plan--incorporated by
reference to Exhibit 10.3 of the Registrant's Form 10-Q for
the fiscal quarter ended December 31, 1998*
10.15 Agreement dated January 29, 1998 between Silicon Graphics,
Inc. and Registrant- - incorporated by reference to Exhibit
10.14 of the Registrant's Form 10-K for the fiscal year ended
September 30, 1998*
13 Portions of September 30, 1999 Annual Report to Shareholders
incorporated by reference in this Form 10-K
22 Subsidiaries of the Registrant
Jurisdiction
Name of Incorporation
---- ----------------
Ciprico FSC, Inc. Virgin Islands
Ciprico (Europe) Limited England
Ciprico Asia-Pacific, Inc. Delaware
23.1 Consent of Grant Thornton LLP
24 Power of Attorney from Certain Directors--see Signature Page
27 Financial Data Schedule (filed in electronic format only)
- ----------------
* Incorporated by reference - Commission File No. 0-11336
** Indicates a management contract or compensatory plan or arrangement required
to be filed as an exhibit to this Form 10-K.