NETWORK ENGINES INC - 10-Q Quarterly Report

NETWORK ENGINES, INC.
(Exact name of registrant as specified in its charter)

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 than the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes ý No o

As of May 6, 2005, there were 37,452,399 shares of the registrant's Common Stock, par value $.01 per share, outstanding.

The accompanying notes are an integral part of the condensed consolidated financial statements.

NETWORK ENGINES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)

(unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements.

NETWORK ENGINES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

The accompanying notes are an integral part of the condensed consolidated financial statements.

NETWORK ENGINES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements have been prepared by Network Engines, Inc. ("Network Engines" or the "Company") in accordance with generally accepted accounting principles and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and the accompanying notes included in the Company's 2004 Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission.

The information furnished reflects all adjustments, which, in the opinion of management, are of a normal recurring nature and are considered necessary for a fair presentation of results for the interim periods. It should also be noted that results for the interim periods are not necessarily indicative of the results expected for the full year or any future period.

The preparation of these 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates reflected in these financial statements include accounts receivable and sales allowances, inventory valuation, valuation of goodwill, valuation of deferred tax assets, warranty reserves and stock compensation. Actual results could differ from those estimates.

Certain previously reported amounts have been reclassified to conform to the current period presentation. At March 31, 2005, the Company reclassified certain auction rate securities from cash and cash equivalents to short-term investments as of March 31, 2005 and for all prior periods. As of March 31, 2005 and September 30, 2004, the Company held approximately $32,032,000 and $24,119,000, respectively, of these auction rate securities, which were reclassified. These reclassifications had no impact on the results of the operations of the Company. The following table summarizes the balances as previously reported and as reclassified as of the period ending dates for each of the past six quarters (in thousands):

supersedes Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and amends FASB Statement No. 95, "Statement of Cash Flows". SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options and stock purchases under employee stock purchase plans, to be recognized in the financial statements based on their fair values. In March 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB 107), which provides the Staff's views regarding interactions between FAS 123(R) and certain SEC rules and regulations and provides interpretations of the valuation of share-based payments for public companies. In April 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). In accordance with the new rule, the accounting provisions of SFAS 123(R) will be effective for the Company for the fiscal year beginning October 1, 2005. Although the Company has not yet determined whether the adoption of SFAS 123(R) and SAB 107 will result in amounts that are similar to the current pro forma disclosures under SFAS 123, it expects the adoption to have a material impact on its consolidated statements of operations and net loss per share.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4" (SFAS 151). SFAS 151 clarifies that abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and wasted materials (spoilage) are required to be recognized as current period charges. The provisions of SFAS 151 are effective for the fiscal year beginning October 1, 2005. The Company is currently evaluating the provisions of SFAS 151 and does not expect that the adoption will have a material impact on the Company's consolidated financial position or results of operations.

Stock options and restricted stock issued to employees and members of the Company's board of directors are accounted for in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations ("APB 25"). Accordingly, compensation expense is recorded for options and restricted stock awarded to employees and directors to the extent that the exercise or purchase prices are less than the fair market value of the Company's common stock on the date of grant, where the number of shares and exercise or purchase price are fixed. The difference between the fair value of the Company's common stock and the exercise or purchase price of the stock option or restricted stock award is recorded as deferred stock compensation. Deferred stock compensation is amortized to compensation expense over the vesting period of the underlying stock option or restricted stock. Upon cancellation of options with residual deferred compensation balances at the date of cancellation, the remaining amount of unrecognized deferred compensation is reversed as an adjustment to additional paid-in capital. The Company follows the disclosure requirements of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), as amended by SFAS 148 "Accounting for Stock-Based Compensation—Transition and Disclosure". Stock-based awards to non-employees are accounted for at their fair value in accordance with SFAS 123.

Prior to the Company's initial public offering in July 2000, the Company recorded deferred stock compensation of approximately $15.5 million for restricted stock and stock options granted at prices deemed to be below fair market value for financial reporting purposes. In connection with the Company's acquisition of TidalWire Inc. ("TidalWire") in the quarter ended December 31, 2002, the

Company replaced all outstanding TidalWire common stock options with options for the purchase of 1,035,033 shares of the Company's common stock with an average exercise price of $0.36. The value of these options, based on the Black-Scholes valuation model was $578,000. Related to the unvested portion of the replaced stock options, the Company recorded $304,000 as deferred stock compensation expense based on the intrinsic value of those employee stock options.

The following table illustrates the effect on net income (loss) and net income (loss) per share as if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee awards. The fair value of the stock compensation used to calculate the pro forma net income (loss) and net income (loss) per share amounts was estimated using the Black-Scholes option pricing model.

Cash equivalents consists principally of money market funds, commercial paper, and other marketable securities purchased with an original maturity of three months or less. These investments are carried at cost, which approximates market value. The Company also invests excess cash in auction rate securities. These securities have long-term underlying maturities, however the market is highly liquid and the interest rates reset every 7, 28 or 35 days. The Company's intent is not to hold these securities to maturity, but rather to use the interest rate reset feature to sell securities to provide liquidity as needed. The Company's short-term investments are classified as available for sale and are carried at fair value, with unrealized gains and losses included in other comprehensive income or loss, which is a separate component of stockholders' equity, until realized. At March 31, 2005 and September 30, 2004 there were no unrealized gains or losses. Details of the Company's cash, cash equivalents and short-term investments are as follows (in thousands):

During each period presented, comprehensive income (loss) was equal to net income (loss).

The Company is organized into two reportable business segments: OEM Appliance and Distribution. The Company's segments have been determined based upon the channels through which the segments sell products. Sales of server appliances to the Company's network equipment and Independent Software Vendors ("ISV") partners are included in the Company's OEM Appliance segment. Sales of server appliances and third-party data storage networking products to distributors, value added resellers ("VARs") and systems integrators are included in the Company's Distribution segment. The accounting policies of these segments are the same as those described in the Company's summary of significant accounting policies in its Annual Report on Form 10-K for the year ended September 30, 2004. The Company evaluates its segments' performance based on revenues and gross profit, and the Company's management regularly evaluates the Company's segments in deciding how to allocate resources and assess performance. There are no inter-segment sales or transfers. Management does not review assets as part of the assessment of segment performance; as such, segment asset information is not available.

The following is a summary of the Company's operations by reporting segment (in thousands):

All of the Company's long-lived assets were located in the United States as of March 31, 2005 and September 30, 2004.

The following table summarizes those customers who accounted for greater than 10% of the Company's net revenues or accounts receivable:

	Net Revenues
	Three months ended March 31,		Six months ended March 31,		Accounts Receivable at March 31,
	2005		2004		2005		2004		2005		2004
Customer A	85	%	54	%	77	%	50	%	71	%	50	%

On December 10, 2003, the Company amended its agreement with EMC regarding the distribution of EMC-approved Fibre Channel host bus adaptors ("HBAs"). This amendment required the Company to pay a royalty to EMC for each EMC-approved HBA sold by the Company. As a result of the negative effect of this amendment on the Company's gross profits related to sales of EMC-approved Fibre Channel HBAs, the Company's Distribution segment gross profits and the Company's consolidated gross profits and operating results, the Company considered this amendment to be a triggering event requiring examination for potential impairment of its goodwill, in accordance with Statement of Financial Accounting Standard No. 142, and intangible assets, in accordance with Statement of Financial Accounting Standard No. 144. As a result, the Company conducted a detailed analysis of its goodwill and intangible assets as of December 10, 2003. This analysis resulted in the determination that the fair value of the reporting unit exceeded the carrying value and therefore goodwill was not impaired by this amendment. The Company's impairment analysis of its intangible assets resulted in the determination that the fair value of the intangible assets was less than the

carrying amount of its intangible assets, which resulted in a charge to operations of approximately $3,614,000 in the quarter ended December 31, 2003. At March 31, 2005 and September 30, 2004, the Company's goodwill was carried at $7,769,000.

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to repurchase by the Company ("restricted shares"). Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock and potential common stock outstanding during the period, if dilutive. Potential common stock includes incremental shares of common stock issuable upon the exercise of stock options.

The following table sets forth the computation of basic and diluted net income (loss) per share as well as the weighted average potential common stock excluded from the calculation of net income (loss) per share because their inclusion would be anti-dilutive (in thousands):

	March 31, 2005		September 30, 2004
Raw materials	$	5,207	$	4,909
Work in process		2,269		1,579
Finished goods		6,165		7,854

	$	13,641	$	14,342

Acquisition-related indemnifications—When, as part of an acquisition, the Company acquires all the stock of a company, the Company assumes liabilities for certain events or circumstances that took place prior to the date of acquisition. The maximum potential amount of future payments the Company could be required to make for such obligations is undeterminable. While the provisions of the agreements remain in effect indefinitely, the Company believes that the probability of receiving a claim is unlikely. As a result, the Company has not recorded a liability for these indemnification clauses as of March 31, 2005.

The Company enters into standard indemnification agreements in the ordinary course of its business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally its business partners or customers, in connection with any patent, copyright, trademark, trade secret or other intellectual property infringement claim by any third party with respect to its products. The term of these indemnification agreements is generally perpetual. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these indemnifications as of March 31, 2005.

Product warranties—The Company offers and fulfills warranty services on certain of its server appliances. In addition, while the Company was selling third-party data storage networking products it contracted with a third party to provide warranty services for these products. The Company's agreement with this third-party warranty provider expired in March 2005 as scheduled. However, the terms of the agreement require the third-party warranty provider to service these products for the entire warranty period. Warranty terms vary in duration depending upon the product sold but generally provide for the repair or replacement of any defective products for periods of up to 36 months after shipment. Based upon historical experience and expectation of future conditions, the Company reserves for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. For warranties related to third-party data storage networking products, the Company recorded warranty expense based on its agreement with its third-party warranty fulfillment provider, whose fees were determined based on fixed periodic amounts as well as activity-based charges.

The following table presents changes in the Company's product warranty liability for the three and six months ended March 31, 2005 and 2004, respectively (in thousands):

On March 17, 2004, the United States District Court for the District of Massachusetts (the "Court") consolidated a number of purported class action lawsuits filed against Network Engines, Inc. and certain individual Network Engines defendants (collectively the "Defendants"). These suits generally concern the timing of the announcement of an amendment to Network Engines' agreement with EMC Corporation regarding the resale of EMC-approved Fibre Channel HBAs. The Plaintiffs filed an amended consolidated complaint on June 4, 2004. The Defendants on August 13, 2004 filed a motion to dismiss the amended consolidated complaint. The Plaintiffs on October 12, 2004 filed an opposition to the Defendants' motion to dismiss and the Defendants filed a reply to the Plaintiff's opposition on November 12, 2004. The Court on November 22, 2004 denied the Defendant's motion to dismiss the amended consolidated complaint. On December 23, 2004, the Defendants filed an answer to the amended consolidated complaint.

Network Engines believes that the Plaintiffs' allegations are without merit, and it intends to pursue a vigorous defense. The Company is unable to predict the outcome of this suit and its ultimate effect, if any, on the Company's financial condition; however, the Company's defense against this suit may result in the expenditure of significant financial and managerial resources. No amounts have been accrued for this matter.

A purported class action and derivative lawsuit was filed on January 7, 2003 in the Court of Chancery in the State of Delaware against the Company, and certain members of its Board of Directors relating to the acquisition of TidalWire Inc. The plaintiffs in the complaint alleged that the Company and the named directors of its Board of Directors breached their fiduciary duties by, among other things, paying an excessive amount in the acquisition of TidalWire Inc. and purportedly failing to disclose material facts in the Company's Joint Proxy Statement/Information Statement distributed to stockholders for approval of the issuance of shares of the Company's Common Stock in the merger. The plaintiffs sought damages, rescission of the merger and other relief. On October 30, 2003, the court approved a settlement of the action negotiated by the parties, and that settlement became final on December 1, 2003. Under the settlement, all claims against the Company and its individual board

members were dismissed with prejudice, and (a) the defendants in the lawsuit paid $600,000 to the Company, (b) plaintiff's attorney fees of $185,000 were paid out of that $600,000 amount and (c) in the disclosure for the Company's next annual meeting, the Company was required to detail certain information concerning relationships among its board members, which the Company has complied with. Payments to the Company under this settlement, net of payments of plaintiff's attorney fees, were recorded as an increase of $415,000 to additional paid-in capital during the quarter ended December 31, 2003.

On or about December 3, 2001, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against the Company, Lawrence A. Genovesi (the Company's Chairman and former Chief Executive Officer), Douglas G. Bryant (the Company's Chief Financial Officer and Vice President of Finance and Administration), and the following underwriters of the Company's initial public offering: FleetBoston Robertson Stephens, Inc., Credit Suisse First Boston Corp., Goldman Sachs & Co., Lehman Brothers Inc. and Salomon Smith Barney, Inc. (collectively, the "Underwriter Defendants"). An amended class action complaint, captioned In re Network Engines, Inc. Initial Public Offering Securities Litigation, 01 Civ. 10894 (SAS), was filed on April 20, 2002.

The suit alleges that the defendants violated the federal securities laws by issuing and selling securities pursuant to the Company's initial public offering in July 2000 ("IPO") without disclosing to investors that the Underwriter Defendants had solicited and received excessive and undisclosed commissions from certain investors. The suit also alleges that the Underwriter Defendants entered into agreements with certain customers whereby the Underwriter Defendants agreed to allocate to those customers shares of the Company's common stock in the offering, in exchange for which the customers agreed to purchase additional shares of the Company's common stock in the aftermarket at pre-determined prices. The suit alleges that such tie-in arrangements were designed to and did maintain, distort and/or inflate the price of the Company's common stock in the aftermarket. The suit further alleges that the Underwriter Defendants received undisclosed and excessive brokerage commissions and that, as a consequence, the Underwriter Defendants successfully increased investor interest in the manipulated IPO securities and increased the Underwriter Defendants' individual and collective underwritings, compensation and revenues. The suit seeks damages and certification of a plaintiff class consisting of all persons who acquired shares of the Company's common stock between July 13, 2000 and December 6, 2000.

In July 2002, the Company, Lawrence A. Genovesi and Douglas G. Bryant joined in an omnibus motion to dismiss the suit challenging the legal sufficiency of plaintiffs' claims. The motion was filed on behalf of hundreds of issuer and individual defendants named in similar lawsuits. Plaintiffs opposed the motion, and the Court heard oral argument on the motion in November 2002. On February 19, 2003, the Court issued an opinion and order denying the motion as to the Company. However, in October 2002, Lawrence A. Genovesi and Douglas G. Bryant were dismissed from this case without prejudice.

On July 9, 2003, a Special Committee of the Company's Board of Directors authorized the Company to negotiate a settlement of the pending claims substantially consistent with a memorandum of understanding negotiated among class plaintiffs, all issuer defendants and their insurers. The parties

have negotiated the settlement, which provides, among other things, for a release of the Company and the Individual Defendants for the conduct alleged in the amended complaint to be wrongful. The Company would agree to undertake other responsibilities under the settlement, including agreeing to assign, or not assert, certain potential claims that it may have against its underwriters. Any direct financial impact of the proposed settlement is expected to be borne by the Company's insurers. Any such settlement would be subject to various contingencies, including approval by the Court overseeing the litigation. On February 15, 2005, the Court issued an Opinion and Order preliminarily approving the settlement, provided that the defendants and plaintiffs agree to a modification narrowing the scope of the bar order set forth in the original settlement agreement.

The Company is unable to predict the outcome of this suit and its ultimate effect, if any, on the Company's financial condition; however, the Company's defense against this suit has and may continue to result in the expenditure of significant financial and managerial resources. No amounts have been accrued for this matter.

During the quarter ended December 31, 2004, the Company decided to discontinue sales of third-party data storage networking products. This decision was based on a review of that portion of the business and its prospects. As a result of the commoditization of Fibre Channel HBA technology and increasing competition in the market, the Company experienced declining gross profits related to its distribution of HBAs. In connection with this decision, the Company recorded a restructuring charge of $366,000 during the quarter ended December 31, 2004. Approximately $283,000 of the charge related to one-time termination benefits associated with terminating eleven employees in this portion of the business during the quarter. The Company also incurred $83,000 for a fixed payment related to its warranty fulfillment contract with an external service provider. The Company completed its sales of its remaining third-party data storage networking products during the quarter ended December 31, 2004.

The following table sets forth restructuring charge accrual activity during the three and six months ended March 31, 2005 (in thousands):

Robert M. Wadsworth, one of the Company's directors, is a managing director of the limited liability corporation that controls HarbourVest Partners (and its affiliates), one of the Company's significant stockholders. Mr. Wadsworth, is also a director of PSI Holding Group, Inc. ("PSI"), the

parent company of Akibia, Inc. ("Akibia"). During the three and six months ended March 31, 2005 and 2004, HarbourVest owned greater than 5% of the outstanding stock of the Company and greater than 5% of the outstanding stock of PSI. While the Company was selling third-party data storage networking products it engaged Akibia to provide certain customer support and warranty fulfillment services related to the Company's sales of HBAs. The Company's agreement with Akibia expired in March 2005 as scheduled. However, the terms of the agreement required Akibia fulfill the warranty services for the entire warranty period. Akibia charged the Company a quarterly fixed fee of $83,000 and a variable fee based upon the Company's sales of HBAs, which ended in December 2004. In the three months ended March 31, 2005 and 2004, the Company recognized $0 and $193,000, respectively, of expense as a result of this warranty fulfillment services agreement with Akibia. In the six months ended March 31, 2005 and 2004 the Company recognized $201,000 and $413,000, respectively, of expense for these services. In connection with this customer support and warranty fulfillment services agreement, the Company also sold product to Akibia to allow Akibia to fulfill the Company's warranty obligations for these products. In the three months ended March 31, 2005 and 2004, the Company recorded revenues of approximately $0 and $9,000, respectively, from sales of HBAs to Akibia. In the six months ended March 31, 2005 and 2004, the Company recorded revenues of approximately $40,000 and $27,000, respectively, from sales of HBAs to Akibia. The Company also purchased certain products sold through its Distribution segment from Akibia to fulfill customer orders. In the six months ended March 31, 2004, the Company purchased approximately $19,000 of inventory from Akibia for resale to the Company's Distribution segment customers. No such purchases were made during the three and six months ended March 31, 2005.

In addition, during the three and six months ended March 31, 2004, the Company sold approximately $10,500 and $47,500, respectively, of server appliance products to Akibia for resale. The Company had no sales of server appliance products to Akibia during the three and six months ended March 31, 2005. In addition, the Company engaged Akibia to provide certain customer support and warranty fulfillment services to certain of its server appliance customers in both its OEM Appliance and Distribution segments. Under the terms of this agreement, the Company was obligated to pay Akibia certain fixed fees and certain activity-based fees based on actual warranty experience. The Company no longer engages Akibia for these support services. In the three and six months ended March 31, 2004, the Company recorded expenses totaling approximately $21,300 and $40,300, respectively, related to this agreement. At March 31, 2005 and September 30, 2004, the Company had amounts payable to Akibia of approximately $0 and $143,000, respectively, and amounts receivable from Akibia of $0 and $51,000, respectively.

Mr. Wadsworth also serves as a director of Innoveer Solutions, Inc. ("Innoveer"), formerly Akibia Consulting, a subsidiary of Akibia. The Company previously engaged Innoveer to perform certain professional services related to an upgrade of its customer resource management ("CRM") software system that was completed during fiscal year 2004. The Company incurred approximately $204,000 related to this upgrade project in the three and six months ended March 31, 2004. The Company also engages Innoveer to provide professional services related to modifications of its CRM software system. During the three and six months ended March 31, 2005, the Company incurred approximately $11,700 related to these services. The Company had no amounts outstanding to Innoveer at March 31, 2005.

Several of the Company's directors have relationships outside of their positions on the Company's board of directors. John A. Blaeser, one of the Company's directors, is the president and CEO of

Concord Communications, Inc., a public company, and serves on its board of directors. Robert M. Wadsworth, also one of the Company's directors, is a managing director of the limited liability corporation that controls HarbourVest Partners (and its affiliates), one of the Company's significant stockholders. Mr. Wadsworth is also a director of Concord Communications, where he is the chairman of the compensation committee of its board of directors, which determines the compensation and benefits of Concord Communications' executive officers, including the compensation of Mr. Blaeser. Further, Gary E. Haroian, one of the Company's directors, was formerly Chief Financial Officer of Concord Communications while Mr. Blaeser was the Chief Executive Officer of that organization, and was formerly the Controller of Stratus Computer while John H. Curtis, our President and Chief Executive Officer, was Chief Financial Officer of that organization.

Mr. Polestra, a director of the Company, was a managing director of Ascent Venture Partners, which owns greater than 5% of the outstanding capital stock of Network Intelligence Corporation. Network Intelligence Corporation has a contract with the Company to purchase certain of its products. In the three months ended March 31, 2005 and 2004, sales to Network Intelligence Corporation were approximately $772,000 and $641,000, respectively. Sales to Network Intelligence Corporation for the six months ended March 31, 2005 and 2004 were $2,072,000 and $1,800,000, respectively. At March 31, 2005 and September 30, 2004, the Company had $647,000 and $474,000, respectively, of receivables from Network Intelligence Corporation.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. All statements other than statements of historical information provided herein are forward-looking statements and may contain information about financial results, economic conditions, trends and known uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of a number of factors, which include those discussed in this section and elsewhere in this report and the risks discussed in our other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis, judgment, belief or expectation only as of the date hereof. We undertake no obligation to publicly reissue these forward-looking statements to reflect events or circumstances that arise after the date hereof.

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended September 30, 2004 filed by the Company with the Securities and Exchange Commission.

We develop, manufacture and in some cases distribute server appliance solutions that enable network equipment providers and independent software vendors, or ISVs, to deliver data storage and security networking applications on server appliances. Server appliances are pre-configured network infrastructure devices designed to deliver specific application functionality. The server appliance is sold and supported by the network equipment or ISV partner in our OEM Appliance segment, or by us through our Distribution segment.

We also distributed third-party data storage networking products, primarily Fibre Channel host bus adapters, or HBAs, and network security products to our customer base of value-added resellers, or VARs, and systems integrators. During the quarter ended December 31, 2004, we decided to discontinue selling these third-party data storage networking products. This decision was based on a review of this portion of the business and its prospects. As a result of the commoditization of the Fibre Channel HBA technology and increasing competition in the distribution of HBAs, we experienced declining gross profits from sales of these products. Furthermore, future net revenues and gross profits in this portion of our Distribution segment were expected to deteriorate. We believe this decision will enable us to focus our remaining distribution sales, marketing, and support infrastructure on the sale of our NS Series Security Appliances powered by Microsoft Internet Security and Acceleration (ISA) Server 2004. Our first product in our line of NS Series Security Appliances became available for sale during the quarter ended December 31, 2004.

We are currently organized into two reportable segments: OEM Appliance and Distribution.

Our OEM Appliance segment leverages our server appliance development, manufacturing and supply chain services. We design, produce and fulfill devices branded for our network equipment and ISV partners, and we derive our revenues from the sale of the value-added hardware platforms and certain services to these partners. These partners subsequently sell and support the server appliance under their own brands to their customer base. During the three and six months ended March 31, 2005, sales to EMC represented 86% and 84% of our OEM Appliance segment revenues, respectively.

Revenues from our Distribution segment have been derived from two activities: first is the revenue derived from the distribution of third-party products and components, primarily related to data storage area networking; second is the distribution of server appliances that we develop, manufacture, sell and support based on our ISV partners' software applications.

Third-party data storage product revenues. To date, substantially all of our Distribution segment revenues have been derived from the sale of third-party data storage networking components and products, predominantly EMC-approved Fibre Channel HBAs. We had been one of two authorized distributors in North America for Fibre Channel HBAs that had been approved by EMC, although other companies were permitted by EMC to sell such HBAs and EMC sells such HBAs itself. We were also a distributor of standard Fibre Channel HBAs, network switches, other storage area networking products.

During the quarter ended December 31, 2004, we discontinued sales of these third-party data storage networking products. As a result, during the three months ended March 31, 2005 we generated no revenues from the sale of these products. During the six months ended March 31, 2005, sales of these third-party data storage networking products represented 98% of our Distribution segment revenues.

Based on our decision to discontinue sales of third-party data storage networking products, and because our NS Series line of security appliances is an emerging opportunity, we expect that Distribution net revenues for fiscal 2005 will decline significantly from the prior fiscal year. Prospectively, we expect our Distribution segment revenues will consist primarily of sales of our NS Series Security Appliances.

Server appliance revenues. Server appliance revenues are derived from the sale and support of server appliances we developed in conjunction with certain of our ISV partners. In this case, we are acting as a value-added distributor for the ISV, distributing the ISV's software in the form of a server appliance, and acting as the point of sale and support for the device. To date, server appliance sales have represented a small portion of our Distribution segment revenues. In October 2004, we began to sell our new NS6300 Security Appliance, which has been developed by licensing Microsoft's Internet Security and Acceleration ("ISA") Server 2004 software application. In February 2005, we announced the introduction of two new products of our NS Series Security Appliances, the NS6200 and NS6400. We expect that the sale of our NS Series Security Appliances will be the primary source of our future Distribution segment revenues, however we expect that it will take several quarters for revenues from sales of these server appliances to become significant.

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. In preparing these financial statements, we have made estimates and judgments in determining certain amounts included in the financial statements. We base our estimates and judgments on historical experience and other various assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Revenues from products are generally recognized upon delivery to customers if persuasive evidence of an arrangement exists, the fee is fixed or determinable, collectibility is reasonably assured and title

and risk of loss have passed to the customer. In the event we have unfulfilled future obligations, revenue and related costs are deferred until those future obligations are met. We have an inventory consignment agreement with our largest customer related to certain server appliances sold through our OEM Appliance segment. This customer notifies us when it utilizes inventory and we recognize revenues from sales to this customer based upon these notifications.

We generally recognize service revenue ratably over the term of the maintenance period. A majority of our service revenue is earned from customers who purchase our products and enter into service contracts. Service contracts are typically for one to three year renewable periods and are for services such as 24-hour customer support, advanced replacement appliances, unspecified software updates and hardware repairs.

Contracts and customer purchase orders are generally used to determine the existence of an arrangement. Shipping documents and consignment usage notifications are used to verify shipment or transfer of ownership, as applicable. We assess whether the sales price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. We assess collectibility based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer's payment history.

For revenue arrangements that contain multiple elements, such as the sale of both the product and post-sales support, in which software is not incidental to the product, such as our sales of server appliances through our Distribution segment, we determine fair value based upon vendor specific objective evidence, which is typically established through contractual post-sales support renewal rates whereby the residual fair value is allocated to the server appliance. For revenue arrangements that contain multiple elements, in which software is not included or is incidental to the product, such as our sales of server appliances through our OEM Appliance segment, we determine fair value based on objective and reliable evidence of fair value, which is typically determined through contractual refund rates for cancellations, stand-alone sales of post sales support, and competitive market analyses whereby the residual fair value is allocated to the server appliance.

We recognize revenue when the revenue recognition criteria for each element of the sale is met. If we are not able to derive the fair value of each element of the sale, all revenues from the arrangement are deferred and recognized ratably over the period of the support arrangement, which is typically one to three years.

Our allowance for doubtful accounts is based on our assessment of the collectibility of customer accounts. We regularly review the allowance by considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current economic conditions that may affect a customer's ability to pay. If a major customer's creditworthiness deteriorates, or if actual defaults are higher than our historical experience, or if other circumstances arise, our estimates of the recoverability of amounts due to us could be overstated, and additional allowances could be required, which could have an adverse impact on our results of operations.

Historically, our Distribution segment customers were offered a thirty-day right of return on "un-opened" third-party data storage networking products. A reserve for sales returns was established based on historical trends in product return rates. The reserve for sales returns was recorded as a reduction of our revenues and accounts receivable. All rights of return related to sales of these products expired at December 31, 2004.

We value inventory at the lower of cost or estimated market, and determine cost on a first-in, first-out basis. We regularly review inventory quantities on hand and record a write-down for excess or obsolete inventory based primarily on our estimated forecast of product demand and anticipated production requirements in the near future. Any rapid technological changes and future product development could result in an increase in the amount of obsolete inventory quantities on hand. Agreements with certain of our OEM Appliance customers include inventory protection provisions, however, these provisions may not provide us with complete protection from loss due to excess or obsolete inventory.

In the past, we have had substantial write-offs due to excess and obsolete inventory, which was primarily related to internally developed products. Our current products include more standards-based technologies, which may help to mitigate our inventory obsolescence risk. However, if there were to be a sudden and significant decrease in demand for our products, or if there were a higher incidence of inventory obsolescence because of rapidly changing technology and customer requirements, we could be required to increase our inventory write-downs and our gross margin could be adversely affected. Inventory management remains an area of focus as we balance the need to maintain strategic inventory levels to ensure competitive lead times versus the risk of inventory obsolescence because of rapidly changing technology and customer requirements.

We offer a warranty on certain of our products that generally provide for us to repair or replace any defective products for a period of up to 36 months after shipment. We reserve for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue and record warranty expense as a component of cost of sales.

OEM Server appliance products—Costs included in our server appliance product warranty obligation include shipping, materials, internal and external labor, external testing costs and travel. Significant judgment and estimates are involved in estimating our warranty reserve on our server appliance products. Although our current server appliance products use more standards-based technologies than in the past, certain of our server appliance products incorporate proprietary technologies, which may increase our risks related to product warranty obligations. In the past we have experienced unexpected component failures in certain of our server appliance products, which have required us to increase our product warranty accruals. At the time any unexpected component failure arises, we assess the costs to repair any defects and record what we believe to be an appropriate warranty obligation based on the available information at the time. To the extent we may experience increased warranty claim activity, increased costs associated with servicing those claims, or use estimates that prove to be materially different from actual claims, our product warranty obligations may need to be increased, resulting in decreased gross profits.

NS Series security appliance products—Our NS Series Security Appliances will not include a general warranty, but instead customers will be required to purchase an annual maintenance program at the time of the appliance purchase.

HBA products—Our HBA warranty expense was determined based upon contractual rates with a third-party warranty provider who we paid to perform substantially all activities related to the fulfillment of our HBA product warranty obligations.

Goodwill represents the excess purchase price over the fair value of the net tangible and intangible assets acquired. We review long-lived assets at least annually to determine if any adverse conditions

exist that would indicate impairment. Conditions that would trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in certain agreements, or business climate that could affect the value of an asset. We assess the recoverability of long-lived assets based on the projected undiscounted future cash flows over the asset's remaining life. The amount of impairment, if any, is measured based on the excess of the carrying value over fair value. Fair value is generally calculated as the present value of estimated future cash flows using a risk-adjusted discount rate, which requires significant management judgment with respect to revenue and expense growth rates, and the selection and use of an appropriate discount rate.

Goodwill is reviewed each year in the fourth quarter for impairment, or more frequently if certain indicators are present. Examples of such indicators that would cause us to test goodwill for impairment between annual tests include, but are not limited to a significant adverse change in the business climate, unanticipated competition, or a loss of key personnel. When conducting our impairment evaluation, we compare the carrying value of the reporting unit, as defined, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, then the carrying value of that reporting unit's goodwill is compared to the implied fair value of the goodwill and an impairment loss is recorded in an amount equal to that excess, if any. Fair value is calculated as the present value of estimated future cash flows using a risk-adjusted discount rate, and includes significant judgments by management. We believe that the most significant judgments involved in the determination of the fair value of our goodwill is our expectation of future revenues and gross profits from our sales of server appliances through our Distribution segment. We have a limited history selling server appliances through our Distribution segment. Different assumptions utilized in the determination of the fair value of our goodwill could yield materially different results.

We record deferred tax assets and liabilities based on the net tax effects of tax credits, operating loss carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. The valuation allowance is based on our estimate of future taxable income and the period over which our deferred tax assets will be recoverable. At March 31, 2005, we believe that it is more likely than not that all of our deferred tax assets will not be realized, and, accordingly, we have recorded a valuation allowance against all of our deferred tax assets. If results of operations in the future indicate that some or all of the deferred tax assets will be recovered, the reduction of the valuation allowance will be recorded as a tax benefit. To the extent that net operating losses, when realized, relate to stock options deductions of approximately $1.1 million, the resulting benefits will be credited to additional paid-in capital.

Three months ended March 31, 2005 compared to the three months ended March 31, 2004

The following table summarizes financial data for the periods indicated in thousands and as a percentage of net revenues and provides the changes in thousands and percentages:

	Three Months Ended March 31,
	2005		2004		Increase (Decrease)
	Dollars		% of Net Revenues		Dollars		% of Net Revenues	Dollars		Percentage
Net revenues	$	23,673		100.0	%	$	35,619	100.0	%	$	(11,946	)	(34	%)
Gross profit		5,121		21.6	%		6,319	17.7	%		(1,198	)	(19	%)
Operating expenses		6,471		27.3	%		5,410	15.2	%		1,061		20	%
Income (loss) from operations		(1,350	)	(5.7	)%		909	2.6	%		(2,259	)	(249	%)
Net income (loss)		(1,112	)	(4.7	)%		975	2.7	%		(2,087	)	(214	%)

The following table summarizes our net revenues and gross profit by reportable segment, in thousands and as a percentage of net revenues and provides the changes in thousands and percentages:

Our revenues are derived from sales of server appliances primarily to our OEM network equipment and ISV partners. We also derived revenues from the distribution of third-party data storage networking products, until we completed our exit from this portion of our Distribution business during the quarter ended December 31, 2004.

Our OEM Appliance segment net revenues increased in the three months ended March 31, 2005 primarily due to an increase in sales volumes to EMC, which represented 86% of OEM Appliance net revenues in the three months ended March 31, 2005 versus 87% in the three months ended March 31, 2004. In addition, net revenues to other OEM Appliance partners for the three months ended March 31, 2005 increased to $3.4 million from $2.8 million for the three months ended March 31, 2004.

Our Distribution segment net revenues during the three months ended March 31, 2005 decreased significantly compared to net revenues of $13.7 million in the three months ended March 31, 2004. Net revenues for the three months ended March 31, 2004 were primarily attributable to sales of third-party data storage networking products, which we no longer sell. As a result of discontinuing the sale these products, we expect that Distribution segment net revenues for the fiscal year 2005 will also decline significantly. We expect that our Distribution segment revenues will consist primarily of sales of our NS Series Security Appliances.

Our first NS Series Security Appliance, the NS6300, became available in October 2004 and our NS6200 and NS6400 were introduced during February 2005. As a result, we have not experienced significant sales from these server appliances during the three months ended March 31, 2005. Additionally, because the market penetration of these security appliances is in the early stages, we expect that it will take several quarters before revenues from these server appliances become significant.

Gross profit represents net revenues recognized less the cost of revenues. Cost of revenues includes cost of materials, warranty costs, inventory obsolescence charges and shipping and handling costs. For server appliance products, cost of revenues also includes manufacturing costs, which are primarily comprised of compensation, contract labor costs and, when applicable, contract manufacturing costs.

Gross profit and gross profit as a percentage of net revenues in our OEM Appliance segment increased for the three months ended March 31, 2005 compared to the three months ended March 31, 2004. This is due primarily to higher sales volumes, lower cost of materials, and product mix, which were partially offset by higher inventory write-downs. The decrease in gross profits and gross profits as a percentage of net revenues in our Distribution segment was substantially attributable to our exit from distributing third-party data storage networking products.

Our gross profit is affected by the product mix within our OEM Appliance business, our OEM Appliance segment product pricing as well as the timing, size and configuration of server appliance orders. OEM Appliance gross profit is also affected by the mix of product manufactured internally compared to product manufactured by our contract manufacturer, which carries higher manufacturing costs. We expect that OEM Appliance net revenues will make up a higher percentage of consolidated net revenues in fiscal 2005. However, as volumes continue to increase for a given OEM partner, we expect gross profits as a percentage of net revenues to decline due to higher discounting. In addition, we expect gross profits to also decline based on anticipated OEM product mix, competitive pricing pressure, and costs of materials. We expect gross profit to continue to be affected by these factors in both the OEM Appliance and Distribution segments. We expect that the gross margins as a percentage of revenue on our security appliances will initially be significantly influenced by promotional activities targeted at achieving market acceptance of these products.

The most significant components of our operating expenses are research and development, selling and marketing, and general and administrative expenses. The following table presents operating expenses during the periods indicated, in thousands and as a percentage of net revenues:

Research and development expenses consist primarily of salaries and related expenses for personnel engaged in research and development, fees paid to consultants and outside service providers, material costs for prototype and test units and other expenses related to the design, development, testing and enhancements of our server appliance products. We expense all of our research and development costs as they are incurred. The following table summarizes the most significant components of research and development expense for the periods indicated, in thousands and as a percentage of total research and development expense and provides the changes in thousands and percentages:

Our server appliance development expenses have increased as a result of an increase in the development and sustaining engineering efforts related to existing, new and prospective ISV and network equipment partners and increased software development activities related to our NS Series Security Appliances. To support these development activities, we have increased our research and development personnel from 30 at March 31, 2004 to 41 at March 31, 2005, which has resulted in increased compensation costs. We have also increased the number of consultants used to supplement our research and development personnel levels, primarily in the area of software development, which has resulted in increased consulting and outside service costs.

Our server appliance development strategy emphasizes the utilization of standard, off-the-shelf components in our server appliance platforms. However, we expect that in some cases significant development efforts will be required to fulfill our current and potential ISV and network equipment partners' needs. In addition, for our NS Series Security Appliances, we intend to focus our software development in areas that improve the ease of server appliance implementation and use, which we believe will enhance our value proposition. We expect that prototype and consulting costs will be variable and could fluctuate depending on the timing and magnitude of our server appliance development projects.

Selling and marketing expenses consist primarily of salaries and commissions for personnel engaged in sales and marketing; costs associated with our marketing programs, which include costs associated with our attendance at trade shows, public relations, advertising, product literature costs, web site enhancements and product evaluation costs; recruiting and travel. The following table summarizes the most significant components of selling and marketing expense for the periods indicated

in thousands and as a percentage of total selling and marketing expense and provides the changes in thousands and percentages:

Our Distribution segment by its nature incurs more of the marketing and sales burden of the products that it sells and must engage in a higher level of marketing program activities than our OEM Appliance segment. Sales in our OEM Appliance segment are to our ISV and network equipment partners who market and sell their products, which incorporate our server appliances. As a result, our OEM Appliance segment engages in a limited level of marketing programs.

As indicated in the table above, the primary component of the increase in selling and marketing expenses are marketing program costs offset in part by a decrease in compensation costs. We have increased the level of marketing programs during the quarter ended March 31, 2005 as a result of the release of our NS Series Security Appliances. Our selling and marketing personnel decreased, in the aggregate, from 39 at March 31, 2004 to 34 at March 31, 2005. This net decrease represents decreases from terminations and attrition related to our exit from the distribution of third-party data storage networking products, partially offset by increased hiring related to our NS Series Security Appliance initiative. As a result, compensation and related expenses decreased in the aggregate during the three months ended March 31, 2005 as compared to the three months ended March 31, 2004.

We believe that we must continue our selling and marketing efforts in order to enhance our position as a leading provider of server appliance products and to establish ourselves as a leader in network security appliances. Variable marketing costs, such as marketing programs, are somewhat dependent on the timing and magnitude of new product introductions and will fluctuate depending on the level of this activity. We expect increases in selling and marketing expenses in the remainder of fiscal 2005 in an effort to gain recognition in the market for our new NS Series Security Appliances and continue to expand our sales and marketing efforts to further increase our market presence and grow our revenues.

General and administrative expenses consist primarily of salaries and other related costs for executive, accounting, internal audit, information technology and human resources personnel; professional services, which include legal, accounting, audit and tax fees, and consultants for Sarbanes-Oxley compliance; director and officer insurance; and bad debt expenses. The following table summarizes the most significant components of general and administrative expense for the periods

indicated in thousands and as a percentage of total general and administrative expense and provides the changes in thousands and percentages:

As indicated in the table above, the primary components of the increase in general and administrative expenses are increased consulting and professional services and compensation. The increase in consulting and professional services is due primarily to increased costs related to our compliance with the Sarbanes-Oxley Act of 2002. At March 31, 2005, we had 24 employees in our general and administrative department compared to 23 employees at March 31, 2004.

We expect general and administrative expenses to increase over the remainder of fiscal 2005 depending on costs associated with ongoing litigation and increased costs related to operating as a public company, including compliance with the requirements of the Sarbanes-Oxley Act of 2002.

Stock compensation for the three months ended March 31, 2005 and 2004 relates to the issuance of stock options with exercise prices below the deemed fair value of the Company's common stock on the date of issuance. We amortized stock compensation over the vesting period of the related options. The decrease in stock compensation is due to the completed amortization of the deferred stock compensation related to these options as scheduled.

In connection with our acquisition of TidalWire in December 2002, we recorded a definite-lived intangible asset attributable to TidalWire's existing customer relationships. This asset was being amortized on a straight-line basis over its estimated useful life. In December 2003, we amended our agreement with EMC regarding distribution of EMC-approved HBAs. This amendment required us to pay a royalty to EMC for each EMC-approved HBA we sold. As a result of the negative effect of this amendment on our gross profits, we considered this amendment to be a triggering event requiring assessment for impairment. As a result, during the quarter ended December 31, 2003 we conducted a detailed impairment analysis of our intangible assets. This analysis resulted in the determination that the fair value of our intangible assets was less than its carrying amount, which resulted in a charge to operations of approximately $3.6 million in the quarter ended December 31, 2003. We also performed an impairment evaluation of the remaining carrying value of these intangible assets at September 30, 2004. This analysis resulted in the remaining carrying value of these intangible assets being written-off. As a result of this reduction in the carrying value of the assets, there was no amortization expense for the three months ended March 31, 2005.

Interest and other income (expense), net has increased to $238,000 for the three months ended March 31, 2005 from $66,000 for the three months ended March 31, 2004. This increase is due to higher interest rates earned combined with our higher cash, cash equivalents, and short-term investments.

Six months ended March 31, 2005 compared to the six months ended March 31, 2004

The following table summarizes financial data for the periods indicated in thousands and as a percentage of net revenues and provides the changes in thousands and percentages:

	Six Months Ended March 31,
	2005		2004		Increase (Decrease)
	Dollars		% of Net Revenues		Dollars		% of Net Revenues		Dollars		Percentage
Net revenues	$	50,632		100.0	%	$	71,470		100.0	%	$	(20,838	)	(29	%)
Gross profit		10,164		20.1	%		13,393		18.7	%		(3,229	)	(24	%)
Operating expenses		13,225		26.1	%		14,634		20.5	%		(1,409	)	(10	%)
Loss from operations		(3,061	)	(6.0	%)		(1,241	)	(1.7	%)		(1,820	)	(147	%)
Net loss		(2,661	)	(5.3	%)		(1,097	)	(1.5	%)		(1,564	)	(143	%)

The following table summarizes our net revenues and gross profit by reportable segment, in thousands and as a percentage of net revenues and provides the changes in thousands and percentages:

Our OEM Appliance segment net revenues increased in the six months ended March 31, 2005 primarily due to an increase in sales volumes to EMC, which represented 84% of OEM Appliance net revenues in the six months ended March 31, 2005 versus 86% in the six months ended March 31, 2004. In addition, net revenues to other OEM Appliance partners for the six months ended March 31, 2005 increased to $7.1 million from $6 million for the six months ended March 31, 2004.

Our Distribution segment net revenues during the six months ended March 31, 2005 decreased significantly compared to net revenues in the six months ended March 31, 2004. Net revenues for the six months ended March 31, 2004 were primarily attributable to sales of third-party data storage networking products, which we discontinued selling in the quarter ended December 31, 2004.

Gross profit and gross profit as a percentage of net revenues in our OEM Appliance segment increased slightly for the six months ended March 31, 2005 compared to the six months ended March 31, 2004. This is due primarily to higher sales volumes, lower cost of materials, and product mix, which was partially offset by higher inventory write-downs. The decrease in gross profits and gross profits as a percentage of net revenues in our Distribution segment was attributable primarily to our decision to discontinue sales of third-party data storage networking products and the higher levels of discounting in the quarter ended December 31, 2004.

The following table presents operating expenses during the periods indicated, in thousands and as a percentage of net revenues, and provides the changes in thousands and percentages:

The following table summarizes the most significant components of research and development expense for the periods indicated in thousands and as a percentage of total research and development expense and provides the changes in thousands and percentages:

March 31, 2004, which has resulted in increased compensation costs. We have also increased the number of consultants used to supplement our research and development personnel levels, primarily in the area of software development, which has resulted in increased consulting and outside service costs.

The following table summarizes the most significant components of selling and marketing expense for the periods indicated in thousands and as a percentage of total selling and marketing expense and provides the changes in thousands and percentages:

The primary component of the increase in selling and marketing expenses are marketing program costs offset in part by a decrease in compensation costs. We have increased the level of marketing programs during the six months ended March 31, 2005 as a result of the release of our NS Series Security Appliances. Our selling and marketing personnel decreased, in the aggregate, for the six months ended March 31, 2005 compared to the six months ended March 31, 2004. This net decrease represents decreases from terminations and attrition related to our exit from the distribution of third-party data storage networking products, partially offset by increased hiring related to our NS Series Security Appliance initiative. As a result, compensation and related expenses decreased in the aggregate.

The following table summarizes the most significant components of general and administrative expense for the periods indicated in thousands and as a percentage of total general and administrative expense and provides the changes in thousands and percentages:

The primary components of the increase in general and administrative expenses are increased consulting and professional services and increased compensation. The increase in consulting and professional services is due primarily to increased costs related to our compliance with the Sarbanes-Oxley Act of 2002. For the six months ended March 31, 2005, we also had more personnel than during the six-month period ended March 31, 2004.

Stock compensation relates to the issuance of stock options with exercise prices below the deemed fair value of the Company's common stock on the date of issuance. We amortized stock compensation over the vesting period of the related options, which is attributable for approximately $8,000 of stock compensation in the six months ended March 31, 2005. In addition, approximately $8,000 of stock compensation in the six months ended March 31, 2005 relates to stock options granted to a certain non-employee. The decrease in stock compensation in the six months ended March 31, 2005 compared to the six months ended March 31, 2004 is due to the completed amortization of the deferred stock compensation related to these options as scheduled.

During the three months ended December 31, 2004, we recorded a restructuring charge of approximately $366,000 related to our exit from that portion of the business related to the distribution of third-party data storage networking products. Approximately $283,000 of the charge related to one-time employee benefits associated with terminating certain employees in this portion of the business during the quarter. We also incurred $83,000 for a fixed payment related to our warranty fulfillment contract with an external service provider.

Interest and other income (expense), net has increased to $400,000 for the six months ended March 31, 2005 from $144,000 for the six months ended March 31, 2004. This increase is due to higher interest rates earned combined with our higher cash, cash equivalents, and short-term investments.

The following table summarizes cash flow activities, in thousands, for the periods indicated:

	Six Months Ended March 31,
	2005			2004
Net loss	$	(2,661	)	$	(1,097	)
Non-cash adjustments to net loss		671			4,896
Changes in working capital		7,627			(6,192	)

Cash provided by (used in) operating activities		5,637			(2,393	)
Cash provided by (used in) investing activities		(6,176	)		6,665
Cash provided by financing activities		248			1,175

Increase (decrease) in cash and cash equivalents		(291	)		5,447
Cash at beginning of period		12,974			9,227

Cash at end of period	$	12,683		$	14,674

Cash flows provided by operating activities of $5.6 million for the six months ended March 31, 2005 were mostly attributable to a net loss of $2.6 million offset by changes in working capital of $7.6 million. Significant cash flow effects from working capital in the six months ended March 31, 2005 included an increased cash flow of $3.3 million from the collection of accounts receivable, and an increased cash flow of $3.2 million from increased deferred revenue. The higher collections of accounts receivable primarily relates to our exit from the distribution of third-party storage networking products. In the first quarter of fiscal 2005 we sold all of our remaining inventory related to this portion of our business, which has almost entirely been converted to cash as of March 31, 2005. Our days sales outstanding was 36 days in the six months ended March 31, 2005 compared to 44 days in the six months ended March 31, 2004. The increase in deferred revenue is primarily attributable to certain product deliveries in our OEM Appliance segment where our fee was not fixed or determinable due to uncertainties regarding potential future hardware upgrades. We do not expect further future increases in deferred revenue related to these potential hardware upgrades.

Cash flows used in investing activities during the six months ended March 31, 2005 resulted from net purchases of $5.4 million of short-term available for sale investments combined with $678,000 of investments in property and equipment. Cash flows provided by investing activities of $6.6 million for the six months ended March 31, 2004 consisted mainly of net sales of short-term available for sale investments of $7.1 million, offset by purchases of property and equipment of $316,000.

Cash flows provided by financing activities consisted of cash received as a result of employee stock option and stock purchase plan activity of $248,000 in the first half of fiscal 2005. Cash flows provided by financing activities of $760,000 for the first half of fiscal 2004 were primarily related to stock option and stock purchase plan activity, combined with the receipt of certain legal settlement proceeds of approximately $415,000. We expect employee stock option and stock purchase plan activity to continue in fiscal 2005, however we cannot predict its level given the volatility of capital markets.

The following table sets forth certain information concerning our obligations and commitments to make certain payments (in thousands).

Our future liquidity and capital requirements will depend upon numerous factors, including:

We believe that our available cash resources, including cash equivalents and short-term investments, and cash that we expect to generate from sales of our products will be sufficient to meet our operating and capital requirements through at least the next twelve months.

We have not created, and are not party to, any special-purpose or off balance sheet entities for the purpose of raising capital, incurring debt or operating parts of our business that are not consolidated into our financial statements. We have not entered into any transactions with unconsolidated entities whereby the Company has subordinated retained interests, derivative instruments or other contingent arrangements that expose the Company to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company.

Robert M. Wadsworth, one of our directors, is a managing director of the limited liability corporation that controls HarbourVest Partners (and its affiliates), one of our significant stockholders. Mr. Wadsworth is also a director of PSI Holding Group, Inc. ("PSI"), the parent company of Akibia, Inc. ("Akibia"). During the six months ended March 31, 2005 and 2004, HarbourVest owned

greater than 5% of our outstanding stock and greater than 5% of the outstanding stock of PSI. While we were selling third-party data storage networking products we engaged Akibia to provide certain customer support and warranty fulfillment services, primarily related to our sales of HBAs. Our agreement with Akibia expired in March 2005 as scheduled. However, the terms of the agreement required Akibia to fulfill the warranty services for the entire warranty period of the HBA. Akibia charged us a quarterly fixed fee of $83,000 and a variable fee based upon our sales of HBAs, which ended in December 2004. In the three months ended March 31, 2005 and 2004, we recognized $0 and $193,000, respectively, of expense as a result of this warranty fulfillment services agreement with Akibia. In the six months ended March 31, 2005 and 2004, we recognized $201,000 and $413,000, respectively.. In connection with this customer support and warranty fulfillment services agreement, we also sold product to Akibia to allow Akibia to fulfill our warranty obligations for these products. In the six months ended March 31, 2005 and 2004, we recorded revenues of approximately $40,000 and $27,000, respectively, from sales of HBAs to Akibia. We also purchased certain products sold through our Distribution segment from Akibia to fulfill customer orders. In the six months ended March 31, 2004, we purchased approximately $19,000 of inventory from Akibia for resale to our Distribution segment customers. No such purchases were made during the six months ended March 31, 2005. In addition, during the six months ended March 31, 2004, we sold approximately $47,500 of server appliance products to Akibia for resale. We had no sales of server appliance products to Akibia during the six months ended March 31, 2005. In addition, we engaged Akibia to provide certain customer support and warranty fulfillment services to certain of our server appliance customers in both our OEM Appliance and Distribution segments. Under the terms of this agreement, we were obligated to pay Akibia certain fixed fees and certain activity-based fees based on actual warranty experience. We no longer engage Akibia for these support services. In the three and six months ended March 31, 2004, we recorded expenses totaling approximately $21,300 and $40,300, respectively, related to this agreement. At March 31, 2005 and September 30, 2004, we had amounts payable to Akibia of approximately $0 and $143,000, respectively, and amounts receivable from Akibia of $0 and $51,000, respectively.

Mr. Wadsworth also serves as a director of Innoveer Solutions, Inc. ("Innoveer"), formerly Akibia Consulting, a subsidiary of Akibia. We previously engaged Innoveer to perform certain professional services related to an upgrade of our customer resource management ("CRM") software system that was completed during fiscal year 2004. We incurred approximately $204,000 related to this upgrade project in the three and six months ended March 31, 2004. We also engage Innoveer to provide professional services related to modifications of our CRM software system. During the three and six months ended March 31, 2005, we incurred approximately $11,700 related to these services. We had no amounts outstanding to Innoveer at March 31, 2005.

Several of our directors have relationships outside of their positions on our board of directors. John A. Blaeser, one of our directors, is the president and CEO of Concord Communications, Inc., a public company, and serves on its board of directors. Robert M. Wadsworth, also one of our directors, is a managing director of the limited liability corporation that controls HarbourVest Partners (and its affiliates), one of our significant stockholders. Mr. Wadsworth is also a director of Concord Communications, where he is the chairman of the compensation committee of its board of directors, which determines the compensation and benefits of Concord Communications' executive officers, including the compensation of Mr. Blaeser. Further, Gary E. Haroian, one of our directors, was formerly Chief Financial Officer of Concord Communications while Mr. Blaeser was the Chief Executive Officer of that organization, and was formerly the Controller of Stratus Computer while John H. Curtis, our President and Chief Executive Officer, was Chief Financial Officer of that organization.

Mr. Polestra, one of our a directors, was a managing director of Ascent Venture Partners, which owns greater than 5% of the outstanding capital stock of Network Intelligence Corporation. Network Intelligence Corporation has a contract with us to purchase certain of our products. In the three months ended March 31, 2005 and 2004, sales to Network Intelligence Corporation were approximately

$772,000 and $641,000, respectively. Sales to Network Intelligence Corporation for the six months ended March 31, 2005 and 2004 were $2,072,000 and $1,800,000, respectively. At March 31, 2005 and September 30, 2004, we had $647,000 and $474,000, respectively, of receivables from Network Intelligence Corporation.

In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123(R)"). SFAS 123(R) is a revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation", supersedes Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and amends FASB Statement No. 95, "Statement of Cash Flows". SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options and stock purchases under employee stock purchase plans, to be recognized in the financial statements based on their fair values. In March 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB 107), which provides the Staff's views regarding interactions between FAS 123(R) and certain SEC rules and regulations and provides interpretations of the valuation of share-based payments for public companies. In April 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). In accordance with the new rule, the accounting provisions of SFAS 123(R) will be effective for us in our fiscal year beginning October 1, 2005.

We are currently evaluating which method we will use to adopt the requirements of SFAS 123(R), and have not yet determined whether the adoption of SFAS 123(R) and SAB 107 will result in amounts that are similar to the current pro forma disclosures under SFAS 123, however we expect the adoption to have a material impact on our consolidated statements of operations and net loss per share.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4" (SFAS 151). SFAS 151 clarifies that abnormal inventory costs such as costs of idle facilities, excess freight and handling costs, and wasted materials (spoilage) are required to be recognized as current period charges. The provisions of SFAS 151 are effective for the fiscal year beginning October 1, 2005. We are currently evaluating the provisions of SFAS 151 and do not expect that the adoption will have a material impact on our consolidated financial position or results of operations.

The risks and uncertainties described below are not the only ones we are faced with. Additional risks and uncertainties not presently known to us, or that are currently deemed immaterial, may also impair our business operations. If any of the following risks actually occur, our financial condition and operating results could be materially adversely affected.

We derive a significant portion of our revenues from sales of server appliances directly to EMC through our OEM Appliance segment and our revenues may decline significantly if this customer cancels or delays purchases of our products, terminates its relationship with us, or exercises certain of its contractual rights.

In the three and six months ended March 31, 2005, sales directly to EMC, our largest customer, accounted for 85% and 77% of our total net revenues, and 86% and 84% of our OEM Appliance revenues, respectively. Primarily all of these sales are attributable to one OEM Appliance product pursuant to a non-exclusive contract. We anticipate that our future operating results will continue to depend heavily on sales to, and our relationship with, this customer. Accordingly, the success of our business will depend, in large part, on this customer's willingness to continue to utilize our server appliance solutions in its existing and future products. Further, our financial success is dependent upon the future success of the products we sell to this customer and the continued growth, viability and financial stability of this customer, whose industry has experienced rapid technological change, short product life cycles, consolidation and pricing and margin pressures. A significant reduction in sales to this customer, or significant pricing and margin pressures exerted on us by this customer, would have a material adverse effect on our results of operations. In addition, if this customer delays or cancels purchases of our products, our operating results would be harmed and our ability to accurately predict revenues, profitability and cash flows would decrease.

Under the terms of our non-exclusive contract, this customer has the right to enter into agreements with third parties for similar products, is not obligated to purchase any minimum quantity of products from us and may choose to stop purchasing from us at any time, with or without cause. In addition, this customer may terminate the agreement in the event that we attempt to assign our rights under the agreement to another party without this customer's prior approval. Furthermore, in the event that we default on certain portions of the agreement, this customer has the right to manufacture certain products in exchange for a mutually agreeable royalty fee. If any of these events were to occur, or if this customer were to delay or discontinue purchases of our products as a result of dissatisfaction or otherwise, our revenues and operating results would be materially adversely affected and our reputation in the industry might suffer and our ability to accurately predict revenues, profitability and cash flows would decrease.

Our future success is dependent upon our ability to generate significant revenues from server appliance development relationships in our OEM Appliance segment.

A major component of our business strategy is to form server appliance development relationships with network equipment providers and ISVs in our OEM Appliance segment. Under this strategy, we work with our partners to develop a server appliance, which is branded with the applicable partner's name and is sold through our OEM Appliance segment to the partner, who then performs all of the selling and marketing efforts related to further sales.

Additionally, our future success will depend on our ability to expand sales of server appliances to our existing partners, as well as establishing relationships with new partners. If these partners are unsuccessful in their marketing and sales efforts, or if we are unable to expand our sales to existing partners and develop relationships with new partners, our revenues and operating results could suffer.

If potential customers do not accept our NS Series Security Appliances as a solution to certain of their network security needs, our business could be adversely affected.

We currently expect that future Distribution segment revenues will be primarily generated through sales of our NS Series Security Appliances and the related maintenance service, and we will not succeed if the market does not accept these products and services as a viable solution to certain network security needs. Our NS Series Security Appliances are powered by Microsoft's Internet Server Acceleration ("ISA") Server 2004 software application. If customers don't perceive this application to be technically superior to other competitive security products or if customers don't believe that our security appliance will provide increased security for Microsoft applications, then our revenues and operating results will suffer. The initial member of NS Series line of security appliance products has only been available since October 2004, and we may not be successful in marketing and selling this type of product. If we are unable to educate and train customers on our new product line, we may not be successful in marketing and selling these new products.

Sales of NS Series Security Appliances through our Distribution segment are expected to require a greater selling and marketing burden than any of our other server appliance products. We may find the selling and marketing burden to be greater than was originally planned. We have invested and plan to continue to invest in a significant level of engineering resources for the development of our NS Series Security Appliances. If we are unable to generate sufficient revenues to recover these costs and achieve an appropriate gross profit, our operating results will suffer. In addition, we have limited experience in selling any server appliances through our Distribution segment's sales channel of VARs and systems integrators. To date, we have been unable to achieve substantial sales of server appliances through our Distribution segment and there is no guarantee that we will be able to achieve substantial amounts of such sales in the future. If we are unable to generate sufficient revenues by leveraging our Distribution operation to increase sales of server appliances in a cost effective and timely manner, our operating results may suffer and we may determine that we need to increase our investment in this business, thereby increasing our costs and lowering our profits, or we may determine that we must discontinue this component of our business strategy, any of which could negatively affect our business and result in an impairment of our goodwill.

Market acceptance and demand of Microsoft's ISA Server 2004 software will depend largely on Microsoft's decision to prioritize and concentrate its marketing efforts for this software.

Because our NS Series line of security appliances are powered by Microsoft's ISA Server 2004, our success will depend on the extent the market place perceives this software as superior to other forms of security protection. This perception will be determined substantially as a result of marketing efforts

undertaken by Microsoft directly. In order to achieve wide reaching recognition that ISA Server 2004 provides necessary protection of specific Microsoft applications better than other competing products, we will rely to a significant extent on Microsoft's financial and technical resources to educate its channel of certified resellers and, as equally important, the ultimate end-users. If Microsoft does not prioritize these marketing and promotional campaigns, or delays the timing of such programs, then we may not achieve significant sales of our NS Series Security Appliances, which may adversely affect our business.

If we fail to enter into partnerships with a significant number of new resellers and systems integrators capable of selling our NS Series Security Appliances, our revenues and operating results may be adversely affected.

A key component of our business strategy is to focus our Distribution business on our NS Series Security Appliances. To accomplish this, among other things, we must establish a network of quality VARs and systems integrators that are familiar with the network security market and are committed to sell our security appliances. Our channel of VARs and system integrators that we partnered with to sell third-party data storage networking products are primarily focused on the data storage market. Although we may able to leverage some of these relationships for the sale of our security appliances, our strategy is to partner with Microsoft-certified VARs and system integrators. Because we expect that these new relationships with Microsoft-certified VARs and system integrators will be derived through working closely with Microsoft's sales and marketing team, signing resellers will depend principally on our relationship with Microsoft, and our ability to leverage that relationship to gain access to these VARs and system integrators. Therefore, we will need to further establish and strengthen our relationship with Microsoft in order to be considered a preferred provider of Microsoft ISA Server 2004 in the form of an appliance. If we fail to strengthen our relationship with Microsoft enabling us to enter into partnerships with a significant number of new resellers and systems integrators, our revenues and operating results may be adversely affected.

In addition, because our channel of VARs and system integrators have the ability to sell products and services that are competitive with ours, to devote more resources to those competitive products or to cease selling our products and services altogether, we will need to train our reseller partners on the benefits of Microsoft ISA Server 2004 and the added value of selling this application in the form of our NS Series Security Appliance. If we are not successful in training our resellers, or if these resellers are not committed to sell our security appliances, our revenue growth may be limited and our operating results may be adversely affected.

We may be unable to deliver our products and services if we cannot continue to license third-party technology that is essential for the functionality of our security appliances.

Our success will significantly depend on our continued ability to license technology that is essential for the functionality of our security appliances. A material adverse change in our relationship with Microsoft or the functionality of its software could delay our development and sales until we can find, license and integrate suitable technology. This could damage our brand and result in loss of current and potential customers. We depend on Microsoft to deliver reliable, high-quality software, develop new software on a timely and cost-effective basis and respond to evolving technology and changes in industry standards. In the future, we may need to license technology from additional third-parties that would be incorporated in our NS Series Security Appliances.

Both our OEM Appliance and Distribution segments could be harmed if we fail to adequately integrate new technologies into our server appliance products or if we invest in technologies that do not result in the desired effects on our current and/or future product offerings.

As part of our strategy, we review opportunities to incorporate products and technologies that could be required in order to add new customers, retain existing customers, expand the breadth of product offerings or enhance our technical capabilities. Investing in new technologies presents numerous risks, including:

If we are unable to adequately integrate new technologies into our server appliance products or if we invest in technologies that do not result in the desired effects on our current and/or future product offerings, our business could be harmed and operating results could suffer.

If we do not expand our international operations and successfully overcome the risks inherent in international business activities, the growth of our business may be limited.

Our ability to grow will depend in part on the expansion of our international sales. We currently have a one-year agreement with a distributor headquartered in the United Kingdom for exclusive distribution of our NS Series Security Appliances throughout Europe. The failure of our distributor to sell our products across Europe would limit our ability to increase our revenues in that region. In addition, our international sales are subject to the risks inherent in international business activities, including:

Our international sales currently are U.S. dollar-denominated. As a result, any increase in the value of the U.S. dollar relative to foreign currencies makes our products less competitive in international markets. Because of this our revenues may be adversely affected, or we may be required to denominate our sales in foreign currencies at some point in the future to remain competitive. In addition, because certain of our operating expenses related to our international sales are denominated in foreign currency, we may have difficulty controlling expenses in the event of significant currency fluctuations.

If we fail to retain and attract appropriate levels of qualified employees, we may not be able meet key objectives.

Our success depends in large part on our ability to retain, and more importantly attract highly skilled engineering, sales, marketing, customer service, and managerial personnel. If we are unable to attract a sufficient number of qualified personnel, particularly personnel knowledgeable in software engineering and sales and marketing, experienced in the security market, we may not be able to meet key objectives such as developing, upgrading, or enhancing our products in a timely manner, and effectively marketing our products to customers, any of which could negatively impact our business and could hinder any future growth.

We have a history of losses and may continue to experience losses in the future, which could cause the market price of our common stock to decline.

Since our inception, we have incurred significant net losses and could incur net losses in the future and at March 31, 2005 our accumulated deficit was $113 million. We believe that any future growth will require us to incur significant engineering, selling and marketing and administrative expenses, including meeting new regulatory and corporate governance requirements. As a result, we will need to generate significant revenues to achieve and sustain profitability. If we do not achieve and sustain profitability, the market price for our common stock may decline.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our operating results could fall below expectations of securities analysts and investors, resulting in a decline in our stock price.

Our discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate significant estimates used in preparing our consolidated financial statements, including those related to:

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in our discussion and analysis of financial condition and results of operations, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these and other estimates if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.

Our quarterly revenues and operating results may fluctuate seasonally, which could result in decreased revenue from quarter to quarter, which in turn could cause the market price of our common stock to decline.

Seasonal fluctuations in revenues and operating results in the data storage industry are common. In particular, this industry typically experiences increased orders and resulting revenues in the quarter ended December 31, and a subsequent decline in orders and resulting revenues during the quarter ended March 31. With a substantial amount of our revenues currently derived from data storage products, we may experience significant quarter-to-quarter fluctuations in revenues and operating results due to customers timing their orders based on their own quarterly financial and/or operational considerations, which we have no influence over. In addition, to the extent that revenues in our Distribution segment from international sales become significant, we may experience seasonal fluctuations during the quarter ended September 30, as a result of European holiday patterns.

Accordingly, we believe that quarter-to-quarter comparisons of results of operations are not necessarily meaningful and should not be relied upon as an indication of future performance. Nonetheless, the market price of our common stock could decline in response to these variations.

Our quarterly revenues and operating results may also fluctuate for reasons other than seasonality, which could cause our operating results to fall below expectations and thus impact the market price of our common stock.

In addition to seasonality issues, our quarterly revenues and operating results are difficult to predict and may fluctuate significantly from quarter to quarter. Additionally, none of our customers are obligated to purchase any quantity of our products in the future nor are they obligated to meet forecasts of their product needs. Our operating expense levels are based in part on expectations of future revenues and gross profits, which are partially dependent on our customer's ability to accurately forecast and communicate their future product needs. If revenues or gross profits in a particular quarter do not meet expectations, operating results could suffer and the market price of our common stock could decline. Factors affecting quarterly operating results include:

If the products and services that we sell become more commoditized and competition in the server appliance, data storage and network security markets continues to increase, then our gross profit as a percentage of net revenues may decrease and our operating results may suffer.

Products and services in the server appliance, data storage and network security markets may be subject to further commoditization as these industries continue to mature and other businesses introduce additional competing products and services. The gross profit as a percentage of revenues of our products may decrease, in response to changes in our product mix, competitive pricing pressures, or new product introductions into the server appliance and data storage markets. If we are unable to offset decreases in our gross profits as a percentage of revenues by increasing our sales volumes, or by decreasing our product costs, operating results will decline. Changes in the mix of sales of our products, including the mix of higher margin sales of products sold in smaller quantities and lower margin sales of products sold in larger quantities, could adversely affect our operating results for future quarters. To maintain our gross profits, we also must continue to reduce the manufacturing cost of our server appliance products. Our efforts to produce higher margin server appliance products, continue to improve our server appliance products and produce new server appliance products may make it difficult to reduce our manufacturing cost per product. Further, utilization of a contract manufacturer to produce a portion of our customer requirements for certain of our server appliance products may not allow us to reduce our cost per product. If we fail to respond adequately to pricing pressures, to competitive products with improved performance or to developments with respect to the other factors on which we compete, we could lose customers or orders. If we are unable to compete effectively, our business would suffer.

Risks related to the server appliance, data storage and network security markets.

If server appliances are not increasingly adopted as a solution to meet a significant portion of companies' security and storage application needs, the market for server appliances may not grow, which could negatively impact our revenues.

We expect that a substantial portion of our future revenues will come from sales of server appliances. As a result, we are substantially dependent on the growing use of server appliances to meet businesses' storage and security networking application needs. Our revenues may not grow and the market price of our common stock could decline if the server appliance market does not grow as rapidly as we expect.

Our expectations for the growth of the server appliance market may not be fulfilled if customers continue to use general-purpose servers. The role of our products could, for example, be limited if general-purpose servers out-perform server appliances or are offered at a lower cost. This could force us to lower the prices of our server appliance products or could result in fewer sales of these products, which would negatively impact our revenues and decrease our gross profits.

The products that we sell are subject to rapid technological change and our sales will suffer if these products are rendered obsolete by new technologies.

The markets we serve are characterized by rapid technological change, frequent new product introductions and enhancements, potentially short product life cycles, changes in customer demands and evolving industry standards. In the server appliance market, we attempt to mitigate these risks by utilizing standards-based hardware platforms and by maintaining an adequate knowledge base of available technologies. However, the server appliance products that we sell could be rendered obsolete if products based on new technologies are introduced or new industry standards emerge and we are not able to incorporate these technological changes into our products. .

Specifically, product development for network security appliances requires considerable engineering time and testing. Releasing new products and services prematurely may result in quality problems, and delays may result in loss of customer confidence and market share. We may be unable to develop new products and services or achieve and maintain market acceptance of them once they have come to market. Furthermore, when we do introduce new or enhanced products and services, we may be unable to manage the transition from the older products and services to minimize disruption in customer ordering patterns, avoid excessive inventories of older products and deliver enough new products and services to meet customer demand.

To remain competitive in the server appliance market, we must successfully identify new product opportunities and partners and develop and bring new products to market in a timely and cost-effective manner. Our failure to keep pace with rapid industry, technological or market changes could have a material adverse effect on our business, results of operations or financial condition.

Competition in the server appliance market is significant and if we fail to compete effectively, our financial results will suffer.

In the server appliance market, we face significant competition from a number of different types of companies. Our competitors include companies who market general-purpose servers, specific-purpose servers and server appliances as well as companies that sell custom integration services utilizing hardware produced by other companies. Many of these companies are larger than we are and have greater financial resources and name recognition than we do, as well as significant distribution capabilities and larger, more established service organizations to support their products. Our large competitors may be able to leverage their existing resources, including their extensive distribution capabilities as well as their service organizations, to provide a wider offering of products and services and higher levels of support on a more cost-effective basis than we can. We expect competition in the server appliance market to increase significantly as more companies enter the market and as our existing competitors continue to improve the performance of their current products and to introduce new products and technologies. Such increased competition could adversely affect sales of our current and future products. In addition, competing companies may be able to undertake more extensive promotional activities, adopt more aggressive pricing policies and offer more attractive terms to their customers than we can. If our competitors provide lower cost products with greater functionality or support than our server appliance solutions, or if some of their products are comparable to ours and are offered as part of a range of products that is broader than ours, our server appliance solutions could become undesirable.

Even if the functionality of competing products is equivalent to ours, we face a risk that a significant number of customers would elect to pay a premium for similar functionality from an established vendor rather than purchase products from a less-established vendor. We attempt to differentiate ourselves from our competition by offering a wide variety of software integration, branding, supply-chain management, engineering, support, distribution, logistics and fulfillment services. If we are unable to effectively differentiate ourselves from our competition, we may be forced to offer price reductions to maintain certain customers. As a result, our revenues may not increase and may decline, and our gross margins may decline. Furthermore, increased competition could negatively affect our business and future operating results by leading to higher selling expenses and a reduction in our market share.

If we are unable to compete successfully in the highly competitive market for network security appliances and services for any reason, such as current or potential competitors gaining competitive advantage through partnering or acquisition, our business could be adversely affected.

The market for security appliances is intensely competitive and we expect competition to intensify in the future. An increase in competitive pressures in our market or our failure to compete effectively may result in pricing reductions, reduced gross margins and loss of market share. Currently, the primary competitors in our industry relating to security appliances with Microsoft ISA Server 2004 include Hewlett-Packard Company, Celestix Networks, Inc. and Pyramid Computer GmbH. Competitors in the security industry with appliances using technology other than Microsoft ISA Server 2004 include Cisco Systems, Inc., Nokia Corporation, Juniper Networks, Inc, Watchguard Technologies, Inc. and SonicWALL, Inc. Substantially all of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, marketing and other resources than we do. Our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources. In addition, current or potential competitors may be acquired by third parties with greater available resources. As a result of such potential acquisitions, our current or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products and services, initiate or withstand substantial price competition, take advantage of acquisition or other opportunities more readily or develop and expand their product and service offerings more quickly. In addition, our competitors may bundle products competitive with ours with other products that they may sell to our current or potential customers. These customers may accept these bundled products rather than separately purchasing our products.

Our revenues could be negatively affected if our larger competitors consolidate their extensive distribution capabilities with our smaller competitors' products.

Large server manufacturers may not only develop their own server appliance solutions, but they may also acquire or establish cooperative relationships with our smaller competitors, developing server appliance products and related technologies. Because large server manufacturers have significant financial and organizational resources available, they may be able to quickly penetrate the server appliance market by leveraging the technology and expertise of smaller companies with their own extensive distribution channels. We expect that the server industry will experience further consolidation. It is possible that new competitors or alliances among competitors may emerge and rapidly acquire significant market share through consolidation. Consolidation within the server marketplace could adversely affect our revenues.

We need to effectively manage our sales and marketing operations to increase market awareness and sales of our products and to promote our brand recognition. If we fail to do so, our growth will be limited.

Although we currently have a relatively small sales and marketing organization, we must continue to increase market awareness and sales of our products and promote our brand in the marketplace. In our OEM Appliance segment, we believe that to compete successfully we will need network equipment providers and ISVs to recognize Network Engines as a top-tier provider of server appliance platforms, and custom integration services.

We must also effectively market to VARs, systems integrators, and their end customers our NS Series Security Appliances. This marketing effort requires a significant investment in personnel and other areas, and a level of technical knowledge about the software applications included in these server appliance products, a substantial level of understanding about the targeted market into which these

products are sold and may require the expenditure of a material amount of managerial and financial resources. We have limited experience marketing and selling security appliance products through distribution channels and therefore, may not be successful in these efforts. If we are unable to design and implement marketing campaigns that are effective in promoting our security appliances, or if we fail to promote and maintain the Network Engines brand, we may not increase or maintain sales and our business may be adversely affected. Our business would also suffer if we incur excessive expenses in these marketing campaigns but fail to achieve the expected or desired increase in revenues.

If we are unable to effectively manage our customer service and support activities, we may not be able to retain our existing customers or attract new customers.

We need to effectively manage our customer support operations to ensure that we maintain good relationships with our customers. Because our NS Series Security Appliances provide critical protection for certain applications, managing software updates to the appliance, when and if they are available, will be essential to the performance of the appliance. Managing any such updates released by Microsoft will require careful consideration to determine the sensitivity and impact on the function of our appliance. Additionally, any updates designated as vital to the function of our appliance will require rapid deployment to ensure the customers' applications are properly protected. We expect that providing this increased customer service for our NS Series Security Appliances will require more technically qualified staff either within the Company or from third parties and if we are unable to provide this higher level of service we may be unable to successfully sell such security appliances.

Our channel partners in some cases will provide support for the end-user customers. We may be unable to provide these channel partners with the necessary training and back-up support. Therefore they may be unable to provide end-user customers with the necessary level of support, which may be detrimental to our reputation and ability to sell our products.

If our customer support organization is unsuccessful in maintaining good customer relationships, we may lose customers to our competitors and our reputation in the market could be damaged. As a result, we may lose revenues and our business could suffer. Furthermore, the costs of this service could be higher than we expect, which could adversely affect our operating results.

A breach of security could harm public perception of our products and services.

We will not succeed unless the marketplace is confident that we provide effective security application protection. Even applications protected by our appliances using Microsoft's ISA Server 2004 software may be vulnerable to electronic break-ins and computer viruses. If an actual or perceived breach of security occurs in an end-user's systems, regardless of whether the breach is attributable to us, the market perception of the efficacy of our products and services could be harmed. This could cause us or our reseller partners to lose current and potential customers, or cause us to lose potential resellers. Because the techniques used by computer hackers to access or sabotage networks change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques.

Our dependence on sole source and limited source suppliers for key server appliance components makes us susceptible to supply shortages and potential quality issues that could prevent us from shipping customer orders on time, if at all, and could result in lost sales and customers.

We depend upon single source and limited source suppliers for our industry-standard processors, main logic boards, certain disk drives, hardware platforms and power supplies as well as certain of our cooling systems, chassis and sheet metal parts. We also rely upon a single source supplier to provide the hardware platform for our NS Series Security Appliances. Additionally, we depend on limited sources to supply certain other industry-standard and customized components. We have in the past experienced, and may in the future experience, shortages of or difficulties in acquiring components in the quantities and of the quality needed to produce our server appliance products. Shortages in supply or quality issues related to these key components for an extended time would cause delays in the production of our server appliance products, prevent us from satisfying our contractual obligations and meeting customer expectations, and result in lost sales and customers. If we are unable to buy components in the quantities and of the quality that we need on a timely basis or at acceptable prices, we will not be able to manufacture and deliver our server appliance products on a timely or cost-effective basis to our customers, and our competitive position, reputation, business, financial condition and results of operations could be seriously harmed.

If our server appliance products fail to perform properly and conform to specifications, our customers may demand refunds, assert claims for damages or terminate existing relationships with us and our reputation and operating results may suffer materially.

Because server appliance hardware platforms are complex, they could contain errors that can be detected at any point in a product's life cycle. If flaws in design, production, assembly or testing of our products (by us or our suppliers) were to occur, we could experience a rate of failure in our products that could result in substantial repair, replacement or service costs and potential damage to our reputation. In addition, because our solutions are combined with products from other vendors, should problems occur, it might be difficult to identify the source of the problem. Continued improvement in manufacturing capabilities, control of material and manufacturing quality and costs, and product testing are critical factors in our future growth. There can be no assurance that our efforts to monitor, develop, modify and implement appropriate test and manufacturing processes for our products will be sufficient to permit us to avoid a rate of failure in our products that results in substantial delays in shipment, significant repair or replacement costs or potential damage to our reputation, any of which could have a material adverse effect on our business, results of operations or financial condition.

In the past, we have discovered errors in some of our server appliance solutions and have experienced delays in the shipment of our server appliance products during the period required to correct these errors or we have had to replace defective products that were already shipped. Errors in

our server appliance solutions may be found in the future and any of these errors could be significant. Significant errors, including those discussed above, may result in:

Any of these problems could harm our business and future operating results. Product errors or delays could be material, including any product errors or delays associated with the introduction of new products or versions of existing products. If our server appliance solutions fail to conform to warranted specifications, customers could demand a refund for the purchase price and assert claims for damages.

Moreover, because our server appliance solutions may be used in connection with critical computing systems services, including providing security to protect valuable information, we may receive significant liability claims if they do not work properly. While our agreements with customers typically contain provisions intended to limit our exposure to liability claims, these limitations do not preclude all potential claims. Liability claims could exceed our insurance coverage and require us to spend significant time and money in litigation or to pay significant damages. Any claims for damages, even if unsuccessful, could seriously damage our reputation and business.

Our future server appliance revenue growth is dependent on our ability to expand production capacity.

Our existing manufacturing facility is limited in its production capacity. For us to achieve significant server appliance revenue growth our server appliance sales volumes must increase significantly and our production capacity must increase to support such sales volumes.

To supplement our current production capacity, to provide for increased capacity for "production spikes" and to provide disaster backup capabilities, we currently utilize the services of a contract manufacturer for certain server appliance products. However, our contract manufacturer is not obligated to supply products to us for any specific period, or in any specific quantity, except as may be provided in a particular purchase order. Using a contract manufacturer increases our cost of producing server appliance products and could decrease our gross profits. In the event that we need to change contract manufacturers or require significantly increased production levels, we could experience transitional difficulties, including production delays and quality control issues, that could prevent us from satisfying our production requirements on a timely basis, cause customer relationships to suffer and result in lost sales. Also, the use of a contract manufacturer does not guarantee us production levels, manufacturing line space or manufacturing prices, the lack of which could interrupt our business operations and have a negative effect on operating results.

We have recently expanded our internal production capacity through expansion and reorganization of our current production facilities. Although we believe that our current facility, along with our use of a contract manufacturer to supplement production, is sufficient to support our business for the foreseeable future, we may need additional production capacity. Although we believe that we could expand production levels in our existing facility, we are currently utilizing all available manufacturing space in our existing facility and we may have difficulties expanding this facility any further. Therefore, significant further expansion of the production capacity either in our existing facilities or by expanding into additional facilities could require substantial investments, which could detract from our ability to

invest in other areas of our business and may not result in the desired return on investment, which could negatively affect our operating results.

If we do not accurately forecast our server appliance materials requirements, our business and operating results could be adversely affected.

We use rolling forecasts based on anticipated product orders to determine our server appliance component requirements. Lead times for materials and components that we order vary significantly, depending among other things, on specific supplier requirements, contract terms and current market demand for those components. In addition, a variety of factors, including the timing of product releases, potential delays or cancellations of orders and the timing of large orders, make it difficult to predict product orders. As a result, our materials requirement forecasts may not be accurate. If we overestimate our materials requirements, we may have excess inventory, which would increase costs and negatively impact our cash position. Our agreements with certain customers provide us with protections related to inventory purchased in accordance with the terms of these agreements; however, these protections may not be sufficient to prevent certain losses as a result of excess or obsolete inventory. If we underestimate our materials requirements, we may have inadequate inventory, which could interrupt our manufacturing and delay delivery of our server appliance products to customers resulting in a loss of sales or customers. Any of these occurrences would negatively impact our business and operating results.

Our reliance upon contractual provisions, domestic patent, copyright and trademark laws and applied-for patents to protect our proprietary rights may not be sufficient to protect our intellectual property.

Certain of our server appliance solutions are differentiated from the products of our competitors by our internally developed software and hardware and the manner in which they are integrated into our server appliance solutions. If we fail to protect our intellectual property, other vendors could sell products with features similar to ours, which could reduce demand for our solutions. We have taken what we believe to be the necessary and appropriate steps to safeguard our intellectual property. However, these steps may afford us only limited protection. Others may develop technologies that are similar or superior to our technology or design around the patents we own. Despite the precautions we have taken, laws and contractual restrictions may not be sufficient to prevent misappropriation of our technology or deter others from developing similar technologies. In addition, there can be no guarantee that any of our patent applications will result in patents, or that any such patents would provide effective protection of our technology.

In addition, the laws of the countries in which we may decide to market our services and solutions may offer little or no effective protection of our proprietary technology. Reverse engineering, unauthorized copying or other misappropriation of our proprietary technology could enable third parties to benefit from our technology without paying us for it, which would significantly harm our business. In addition, our U.S. patents have no effect in foreign jurisdictions and obtaining patent protection in foreign countries is expensive and time consuming.

Our operating results would suffer if we, or our ISV or network equipment provider partners, were subject to an infringement claim that resulted in protracted litigation, the award of significant damages against us or the payment of substantial ongoing royalties.

Substantial litigation regarding intellectual property rights exists in the technology industry. We expect that server appliance products may be subject to third-party infringement claims as the number of competitors in the industry segment grows and the functionality of products in different industry

segments overlap. From time to time we receive claims from third parties that our server appliance products have infringed their intellectual property rights. We do not believe that our server appliance products employ technology that infringes the proprietary rights of any third parties. We are also not aware of any claims made against any of our ISV or network equipment provider partners related to their infringement of the proprietary rights of other parties in relation to products that include our server appliance products. Other parties may make claims against us that, with or without merit, could:

In addition, other parties may make claims against our ISV or network equipment provider partners related to products that are incorporated into our server appliance products. Our business could be adversely affected if such claims resulted in the inability of our ISV or network equipment provider partners' to continue to produce the infringing product or if these claims prohibited us from licensing the software applications of our ISV partners.

We may have difficulty implementing in a timely manner the internal controls necessary to allow our management to report on the effectiveness of our internal controls, and these reports may not reveal all material weaknesses or significant deficiencies with our internal controls.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, we will be required to furnish an internal controls report of management's assessment of the design and effectiveness of our internal controls as part of our Annual Report on Form 10-K beginning with the fiscal year ending September 30, 2005. Our auditors will then be required to attest to, and report on, management's assessment. In order to issue our report, our management must document both the design for our internal controls and the testing processes that support management's evaluation and conclusion. Our management has started the necessary processes and procedures for issuing its report on our internal controls. However, the evaluation and attestation processes required by Section 404 are arduous. Accordingly, we may encounter problems or delays in completing the review and evaluation, the implementation of improvements required to address any material weaknesses or significant deficiencies identified in our internal controls, and the receipt of a positive attestation, or any attestation at all, by our independent registered public accounting firm. We are still performing the system and process documentation and evaluation needed to comply with Section 404, which is both costly and challenging. During this process, if our management identifies one or more material weaknesses in our internal control over financial reporting, we will be unable to assert such internal control is effective. If we are unable to assert that our internal control over financial reporting is effective as of September 30, 2005 (or if our auditors are unable to attest that our management's report is fairly stated or they are unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price. Upon completion of our testing, we may identify material weaknesses or significant deficiencies in our internal controls. In addition to adversely affecting our ability to receive a positive attestation or any attestation at all, such material weaknesses or significant deficiencies in our internal controls could have a material adverse effect on our results of operations. Additionally, upon the completion of our testing and documentation, certain deficiencies may be discovered that will require remediation. This remediation may require implementing additional controls, the costs of which could have a material adverse effect on our results of operations.

Class action lawsuits have been filed against us, our board of directors, our chairman and certain of our executive officers and other lawsuits may be instituted against us from time to time.

In December 2001, a class action lawsuit relating to our initial public offering was filed against us, our chairman, one of our executive officers and the underwriters of our initial public offering. In addition, in January 2003, a purported class action lawsuit was filed against us and our Board of Directors relating to the acquisition of TidalWire Inc. More recently, commencing on December 16, 2003, a number of purported class action lawsuits were filed against us and John H. Curtis, our President and CEO, Douglas G. Bryant, our CFO, Vice President of Finance and Administration, Treasurer and Secretary, and Lawrence Genovesi, our Chairman of the Board relating to the timing of our announcement of the amendment of our HBA distribution agreement with EMC. For more information on these lawsuits, see "Part II, Item 1—Legal Proceedings." In December 2003, we settled the class action lawsuit filed against us relating to the acquisition of TidalWire Inc. and we are currently attempting to settle the lawsuit filed against us related to our initial public offering. We are unable to predict the effects on our financial condition, or our business, of the lawsuit related to our initial public offering, the lawsuit related to our announcement of the amendment of our HBA distribution agreement with EMC or other lawsuits that may arise from time to time. While we maintain certain insurance coverage, there can be no assurance that claims against us will not result in substantial monetary damages in excess of such insurance coverage. These class action lawsuits, or any future lawsuits, could cause our director and officer insurance premiums to increase and could affect our ability to obtain director and officer insurance coverage, which would negatively affect our business. In addition, we have expended, and may in the future expend, significant resources to defend such claims. These class action lawsuits, or other similar lawsuits that may arise from time to time, could negatively impact both our financial condition and the market price of our common stock and could result in management devoting a substantial portion of their time to these lawsuits, which could adversely affect the operation of our business.

If the site of our manufacturing operations were to experience a significant disruption in its operations, it would have a material adverse effect on our financial condition and results of our operations.

Our manufacturing facility and headquarters are concentrated in one location. If the operations in this facility were disrupted as a result of a natural disaster, fire, power or other utility outage, work stoppage or other similar event, our business could be seriously harmed as a result of interruptions or delays in our manufacturing, engineering, distribution or post-sales support operations.

We have discontinued selling third-party data storage networking products, and are relying on a third party to fulfill the warranty obligations related to these products.

Because we have outsourced customer support activities of these third-party data storage networking products to a third party, we will continue to depend on this third party to successfully address our former customers' needs for the remaining outstanding warranty period. Although we have paid the third party in full for this service, if it does not fulfill its obligation we may be required to incur additional costs to satisfy those customers' needs, which may negatively affect our business.

If we do not retain our senior management, we may not be able to successfully execute our business strategy.

The loss of key members of our management team could harm us. Our success is substantially dependent on the ability, experience and performance of our senior management team. Because of their ability and experience, we may not be able to successfully execute our business strategy if we were to lose one or more of these individuals. If we are unable to successfully execute our business strategy, our operating results would suffer.

The market price for our common stock may be particularly volatile, and our stockholders may be unable to resell their shares at a profit.

The market price of our common stock has been subject to significant fluctuations and may continue to fluctuate or decline. During fiscal 2004, the price of our common stock ranged from a low of $1.29 to a high of $11.00 and in the six months ended March 31, 2005 from a low of $1.63 to a high of $3.16. The stock markets have experienced significant price and trading volume fluctuations. The market for technology stocks has been extremely volatile and frequently reaches levels that bear no relationship to the past or present operating performance of those companies. General economic conditions, such as recession or interest rate or currency rate fluctuations in the United States or abroad, could negatively affect the market price of our common stock. In addition, our operating results may be below the expectations of securities analysts and investors. If this were to occur, the market price of our common stock may decrease significantly. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against such companies. Such litigation could result in substantial cost and a diversion of management's attention and resources.

The market price of our common stock may fluctuate in response to various factors, some of which are beyond our control. These factors include, but are not limited to, the following:

Any decline in the market price of our common stock or negative market conditions could adversely affect our ability to raise additional capital, to complete future acquisitions of or investments in other businesses and to attract and retain qualified technical and sales and marketing personnel.

We have anti-takeover defenses that could delay or prevent an acquisition and could adversely affect the market price of our common stock.

Our Board of Directors has the authority to issue up to 5,000,000 shares of preferred stock and, without any further vote or action on the part of the stockholders, will have the authority to determine the price, rights, preferences, privileges and restrictions of the preferred stock. This preferred stock, if issued, might have preference over the rights of the holders of common stock and could adversely

affect the market price of our common stock. The issuance of this preferred stock may make it more difficult for a third party to acquire us or to acquire a majority of our outstanding voting stock. We currently have no plans to issue preferred stock.

In addition, provisions of our second amended and restated certificate of incorporation, second amended and restated by-laws may deter an unsolicited offer to purchase us. These provisions, coupled with the provisions of the Delaware General Corporation Law, may delay or impede a merger, tender offer or proxy contest involving us. For example, our Board of Directors is divided into three classes, only one of which is elected at each annual meeting. These factors may further delay or prevent a change of control of our business.

We do not engage in any foreign currency hedging transactions and therefore, do not believe we are subject to material exchange rate risk. We are exposed to market risk related to changes in interest rates. We invest excess cash balances in cash equivalents and short-term investments and as a result, we believe that the effect, if any, of reasonably possible near-term changes in interest rates on our financial position, results of operations and cash flows will not be material. In addition, a hypothetical 10% increase or decrease in interest rates would not have a material adverse effect on our financial condition.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of March 31, 2005. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of March 31, 2005, our disclosure controls and procedures were (1) designed to ensure that material information relating us, including our consolidated subsidiaries, is made known to our chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the fiscal quarter ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

On March 17, 2004, the United States District Court for the District of Massachusetts consolidated a number of purported class action lawsuits filed against Network Engines, Inc. and certain individual Network Engines defendants, collectively the defendants. These suits generally concern the timing of the announcement of an amendment to Network Engines' agreement with EMC Corporation regarding the resale of EMC-approved Fibre Channel HBAs. In its March 17, 2004 order, the court selected Wing Kam Yu, Blake Kunkel, and Thomas Cunningham as lead plaintiffs and appointed Milberg Weiss Bershad Hynes & Lerach LLP (now Milberg Weiss Bershad & Schulman LLP) as plaintiffs' lead counsel. The lead plaintiffs filed an amended consolidated complaint on June 4, 2004. The defendants on August 13, 2004 filed a motion to dismiss the amended consolidated complaint. The plaintiffs on October 12, 2004 filed an opposition to the defendants' motion to dismiss and the defendants filed a reply to the plaintiff's opposition on November 12, 2004. The court on November 22, 2004 denied the defendant's motion to dismiss the amended consolidated complaint. On December 23, 2004 the defendants filed an answer to the amended consolidated complaint.

Network Engines believes that the plaintiffs' allegations are without merit, and it intends to pursue a vigorous defense. We are unable to predict the outcome of this suit and its ultimate effect, if any, on the Company's financial condition; however, our defense against this suit may result in the expenditure of significant financial and managerial resources. No amounts have been accrued for this matter.

A purported class action and derivative lawsuit was filed on January 7, 2003 in the Court of Chancery in the State of Delaware against Network Engines, Inc., Robert M. Wadsworth, Frank M. Polestra, John H. Curtis, Lawrence A. Genovesi, John A. Blaeser and Fontaine K. Richardson relating to the acquisition of TidalWire Inc. The plaintiffs in the complaint alleged that Network Engines and the named directors of its Board of Directors breached their fiduciary duties by, among other things, paying an excessive amount in the acquisition of TidalWire and purportedly failing to disclose material facts in our Joint Proxy Statement/Information Statement distributed to stockholders for approval of the issuance of shares of our common stock in the merger. The plaintiffs sought damages, rescission of the merger and other relief. On October 30, 2003, the court approved a settlement of the action negotiated by the parties, and that settlement became final on December 1, 2003. Under the settlement, all claims against us and our individual board members were dismissed with prejudice, and (a) the defendants in the lawsuit paid $600,000 to us, (b) plaintiff's attorney fees of $185,000 were paid out of that $600,000 amount and (c) in the disclosure for our next annual meeting, we were required to detail certain information concerning relationships among its board members, which we have complied with. Payments to us under this settlement, net of payments of plaintiff's attorney fees, were recorded as an increase of $415,000 to additional paid-in capital in the three months ended December 31, 2003.

On or about December 3, 2001, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against the Company, Lawrence A. Genovesi (the Company's Chairman and former Chief Executive Officer), Douglas G. Bryant (the Company's Chief Financial Officer and Vice President of Finance and Administration), and the following underwriters of our initial public offering: FleetBoston Robertson Stephens, Inc., Credit Suisse First Boston Corp., Goldman Sachs & Co., Lehman Brothers Inc. and Salomon Smith Barney, Inc. collectively, the underwriter defendants. An amended class action complaint, captioned In re Network Engines, Inc. Initial Public Offering Securities Litigation, 01 Civ. 10894 (SAS), was filed on April 20, 2002.

The suit alleges that the defendants violated the federal securities laws by issuing and selling securities pursuant to our initial public offering in July 2000, or IPO, without disclosing to investors that the underwriter defendants had solicited and received excessive and undisclosed commissions from certain investors. The suit also alleges that the underwriter defendants entered into agreements with certain customers whereby the underwriter defendants agreed to allocate to those customers shares of our common stock in the offering, in exchange for which the customers agreed to purchase additional shares of our common stock in the aftermarket at pre-determined prices. The suit alleges that such tie-in arrangements were designed to and did maintain, distort and/or inflate the price of our common stock in the aftermarket. The suit further alleges that the underwriter defendants received undisclosed and excessive brokerage commissions and that, as a consequence, the underwriter defendants successfully increased investor interest in the manipulated IPO securities and increased the underwriter defendants' individual and collective underwritings, compensation and revenues. The suit seeks damages and certification of a plaintiff class consisting of all persons who acquired shares of our common stock between July 13, 2000 and December 6, 2000.

In July 2002, Network Engines, Lawrence A. Genovesi and Douglas G. Bryant joined in an omnibus motion to dismiss challenging the legal sufficiency of plaintiffs' claims. The motion was filed on behalf of hundreds of issuer and individual defendants named in similar lawsuits. Plaintiffs opposed the motion, and the court heard oral argument on the motion in November 2002. On February 19, 2003, the court issued an opinion and order denying the motion as to Network Engines. In addition, in October 2002, Lawrence A. Genovesi and Douglas G. Bryant were dismissed from this case without prejudice.

On July 9, 2003, a Special Committee of our Board of Directors authorized Network Engines to negotiate a settlement of the pending claims substantially consistent with a memorandum of understanding negotiated among class plaintiffs, all issuer defendants and their insurers. We have negotiated the settlement, which provides, among other things, for a release of Network Engines and the individual defendants for the conduct alleged in the amended complaint to be wrongful. We would agree to undertake other responsibilities under the settlement, including agreeing to assign, or not assert, certain potential claims that we may have against the underwriters. Any direct financial impact of the proposed settlement is expected to be borne by our insurers. The settlement is subject to various contingencies, including approval by the Court overseeing the litigation. On February 15, 2005, the Court issued an Opinion and Order preliminarily approving the settlement, provided that the defendants and plaintiffs agree to a modification narrowing the scope of the bar order set forth in the original settlement agreement.

We are unable to predict the outcome of this suit and its ultimate effect, if any, on our financial condition; however, our defense against this suit has and may continue to result in the expenditure of significant financial and managerial resources. No amounts have been accrued for this matter.

During the quarter ended March 31, 2005, we did not issue any unregistered shares of our common stock.

On July 18, 2000, the Company sold 7,475,000 shares of common stock in an initial public offering at a price of $17.00 per share pursuant to a Registration Statement on Form S-1 (Registration No. 333-34286), which was declared effective by the Securities and Exchange Commission on July 12, 2000. The aggregate proceeds to us from the offering were approximately $116.9 million reflecting gross proceeds of $127.0 million net of underwriting fees of approximately $8.9 million and other offering

costs of approximately $1.3 million. During the period from the offering through March 31, 2005, we used the proceeds from its initial public offering as follows: approximately $52.2 million to fund our operations, approximately $7.9 million for the purchase of property and equipment, approximately $4.6 million to repurchase our common stock under a stock repurchase plan and approximately $13.2 million for our acquisition of TidalWire Inc.

The Company's Annual Meeting of Stockholders was held on March 15, 2005. Of the 37,293,953 shares outstanding as of January 18, 2005, 33,636,997 (90.2%) were present or represented by proxy at the meeting. The table below presents the voting results of the matters voted upon by the Company's stockholders at the meeting:

Nominee		Votes For		Votes Withheld
Frank M. Polestra		33,122,797		518,195
Fontaine K. Richardson		33,358,610		282,382

The terms of John A. Blaeser, Lawrence A. Genovesi, Robert M. Wadsworth, John H. Curtis, Gary E. Haroian, and Dennis A. Kirshy, as directors of the Company, continued after this meeting.

Proposal II—Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending September 30, 2005:

For		Against		Abstain		Non Votes
33,533,508		69,852		37,632		—

The exhibits which are filed with this report or which are incorporated by reference are set forth in the Exhibit Index hereto.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Delaware (State or other jurisdiction of incorporation)		04-3064173 (I.R.S. Employer Identification No.)
25 Dan Road, Canton, MA (Address of principal executive offices)		02021 (Zip Code)
(781) 332-1000 (Registrant's telephone number, including area code)

			PAGE NUMBER
PART I. FINANCIAL INFORMATION
	ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)
		CONDENSED CONSOLIDATED BALANCE SHEETS	1
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	2
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	3
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	4
	ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	50
	ITEM 4.	CONTROLS AND PROCEDURES	50
PART II. OTHER INFORMATION
	ITEM 1.	LEGAL PROCEEDINGS	51
	ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	52
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	53
	ITEM 5.	OTHER INFORMATION	53
	ITEM 6.	EXHIBITS	53
		SIGNATURES	54

			March 31, 2005			September 30, 2004
			(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents		$	12,683		$	12,974
	Short-term investments			32,032			26,614
	Restricted cash			47			47
	Accounts receivable, net of allowances			9,895			13,222
	Inventories			13,641			14,342
	Prepaid expenses and other current assets			1,097			1,257

		Total current assets		69,395			68,456
Property and equipment, net				1,675			1,623
Goodwill				7,769			7,769
Other assets				253			173

		Total assets	$	79,092		$	78,021

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable		$	10,306		$	9,312
	Accrued compensation and other related benefits			1,249			1,248
	Other accrued expenses			1,605			2,295
	Deferred revenue			3,656			493

		Total current liabilities		16,816			13,348
Commitments and contingencies (Note 6)				—			—
Stockholders' equity:
	Common stock, $.01 par value, 100,000,000 shares authorized; 39,909,519 and 39,678,844 shares issued; 37,347,661 and 37,116,986 shares outstanding at March 31, 2005 and September 30, 2004, respectively			399			397
	Additional paid-in capital			177,943			177,688
	Accumulated deficit			(113,228	)		(110,567	)
	Deferred stock compensation			—			(7	)
	Treasury stock, at cost, 2,561,858 shares at March 31, 2005 and September 30, 2004			(2,838	)		(2,838	)

		Total stockholders' equity		62,276			64,673

		Total liabilities and stockholders' equity	$	79,092		$	78,021

				Six months ended March 31,
				2005			2004
Cash flows from operating activities:
	Net loss			$	(2,661	)	$	(1,097	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization				626			871
	Provision for doubtful accounts				29			46
	Stock compensation				16			365
	Impairment of intangible assets				—			3,614
	Changes in operating assets and liabilities:
		Accounts receivable			3,298			(3,808	)
		Inventories			701			(5,787	)
		Prepaid expenses and other current assets			160			755
		Accounts payable			994			1,500
		Accrued expenses			(689	)		921
		Deferred revenue			3,163			227

			Net cash provided by (used in) operating activities		5,637			(2,393	)
Cash flows from investing activities:
	Purchases of property and equipment				(678	)		(316	)
	Purchases of short-term investments				(28,669	)		(5,651	)
	Proceeds from sales and maturities of short-term investments				23,251			12,802
	Changes in other assets				(80	)		(170	)

			Net cash provided by (used in) investing activities		(6,176	)		6,665
Cash flows from financing activities:
	Proceeds from issuance of common stock				248			760
	Net proceeds from settlement of lawsuit				—			415

			Net cash provided by financing activities		248			1,175

Net increase (decrease) in cash and cash equivalents					(291	)		5,447
Cash and cash equivalents, beginning of period					12,974			9,227

Cash and cash equivalents, end of period				$	12,683		$	14,674

	As Reported		As Reclassified
	Cash and Cash Equivalents		Cash and Cash Equivalents		Short-term Investments
December 31, 2004	$	41,305	$	14,519	$	26,786
September 30, 2004		37,093		12,974		26,614
June 30, 2004		35,290		17,230		20,545
March 31, 2004		35,084		14,674		20,410
December 31, 2003		35,055		15,742		19,313
September 30, 2003		36,788		9,227		27,561

		March 31, 2005		September 30, 2004
Cash and cash equivalents:
	Cash	$	7,654	$	7,912
	Money market funds		5,029		5,062

Total cash and cash equivalents		$	12,683	$	12,974

Short-term investments:
	Commercial paper	$	—	$	2,495
	Municipal auction rate securities		32,032		24,119

Total short-term investments		$	32,032	$	26,614

	Employee Related			Other			Total
Restructuring charge accrual balance at September 30, 2004	$	—		$	—		$	—
Restructuring charge		283			83			366
Cash payments		(116	)		—			(116	)

Restructuring charge accrual balance at December 31, 2004	$	167		$	83		$	250
Cash payments		(167	)		(83	)		(250	)

Restructuring charge accrual balance at March 31, 2005	$	—		$	—		$	—

		Three Months Ended March 31,
		2005				2004				Increase
		Dollars		% of Expense Category		Dollars		% of Expense Category		Dollars		Percentage
Research and development
	Compensation and related	$	1,179	59	%	$	845	57	%	$	334	40	%
	Prototype		282	14	%		244	16	%		38	16	%
	Consulting and outside services		332	17	%		216	15	%		116	54	%
	Other		196	10	%		181	12	%		15	8	%

	Total research and development	$	1,989	100	%	$	1,486	100	%	$	503	34	%

	Payments Due by Period
	Less than 1 Year		1-3 Years		4-5 Years		After 5 Years		Total
Operating leases	$	610	$	610	$	—	$	—	$	1,220
Purchase obligations		380		195		—		—		575

Total	$	990	$	805	$	—	$	—	$	1,795

	NETWORK ENGINES, INC.
Date: May 10, 2005
	/s/ JOHN H. CURTIS John H. Curtis President and Chief Executive Officer (Principal Executive Officer)
	/s/ DOUGLAS G. BRYANT Douglas G. Bryant Vice President of Finance and Administration, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer and Principal Accounting Officer)

Exhibit No.		Exhibit
10.1		Amended and Restated 2000 Employee Stock Purchase Plan
31.1		Certification of John H. Curtis, the Chief Executive Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Douglas G. Bryant, the Chief Financial Officer of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of John H. Curtis, the Chief Executive Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Douglas G. Bryant, the Chief Financial Officer of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.