<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
MARCH 31, 1995 OR
--------------
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
________________________ TO ______________________
COMMISSION FILE NUMBER: 0-13994
-------
COMPUTER NETWORK TECHNOLOGY CORPORATION
---------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1356476
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
605 North Highway 169, Suite 800, Minneapolis, Minnesota 55441
-------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Telephone Number: (612) 797-6000
-------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes X No
----- -----
As of May 8, 1995, the registrant had 22,498,872 shares of $.01 par value common
stock issued and outstanding.
================================================================================
<PAGE>
COMPUTER NETWORK TECHNOLOGY CORPORATION
INDEX
-----
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1995 and
December 31, 1994............................................... 3
Consolidated Statements of Operations for the three months
ended March 31, 1995 and 1994................................... 4
Consolidated Statements of Cash Flows for the three months
ended March 31, 1995 and 1994................................... 5
Notes to Consolidated Financial Statements....................... 6
Item 2. Management's Discussion and Analysis of
Results of Operations........................................... 8
Financial Condition............................................. 11
PART II. OTHER INFORMATION................................................ 13
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES................................................................. 16
2
<PAGE>
COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31 December 31
1995 1994
------------- --------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 24,429,293 $ 15,855,905
Marketable securities 1,992,285 2,486,234
Receivables, net 20,683,848 23,451,598
Inventories 8,123,730 8,060,363
Deferred tax asset 2,120,000 2,120,000
Other current assets 937,564 1,088,164
------------- --------------
Total current assets 58,286,720 53,062,264
------------- --------------
Property and equipment, net 8,814,278 9,285,714
Field support spares, net 5,382,777 5,473,078
Purchased technology, net 4,045,255 4,215,391
Goodwill, net 795,879 780,479
Other assets 290,437 331,848
------------- --------------
$ 77,615,346 $ 73,148,774
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,098,261 $ 2,163,054
Accrued liabilities 4,550,813 5,125,365
Deferred revenue 9,549,908 7,463,821
Income taxes payable 2,492,788 2,663,096
Current installments of obligations under capital leases 179,934 259,540
------------- --------------
Total current liabilities 19,871,704 17,674,876
------------- --------------
Obligations under capital leases, less current installments 134,572 163,028
Deferred tax liability 1,332,000 1,332,000
------------- --------------
Total liabilities 21,338,276 19,169,904
------------- --------------
Shareholders' equity:
Common stock, $.01 par value; authorized
30,000,000 shares, issued and outstanding
22,458,622 at March 31, 1995 and
22,360,122 at December 31, 1994 224,586 223,601
Additional paid-in capital 56,054,045 55,801,073
Retained earnings (deficit) 90,866 (1,656,636)
Cumulative translation adjustment (92,427) (389,168)
------------- --------------
Total shareholders' equity 56,277,070 53,978,870
------------- --------------
$ 77,615,346 $ 73,148,774
============= ==============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three months ended March 31
-------------------------------
1995 1994
------------ ------------
<S> <C> <C>
REVENUE:
Product sales $14,583,513 $12,379,193
Service fees 4,147,278 3,217,226
----------- -----------
Total revenue 18,730,791 15,596,419
----------- -----------
COST OF REVENUE:
Cost of product sales 4,093,652 4,122,977
Cost of service fees 3,452,597 2,809,118
----------- -----------
Total cost of revenue 7,546,249 6,932,095
----------- -----------
GROSS PROFIT 11,184,542 8,664,324
----------- -----------
OPERATING EXPENSES:
Sales and marketing 4,588,734 4,477,879
Engineering and development 2,743,234 2,504,500
General and administrative 1,372,718 932,410
Purchased in-process research and
development - 9,302,212
----------- -----------
Total operating expenses 8,704,686 17,217,001
----------- -----------
INCOME (LOSS) FROM OPERATIONS 2,479,856 (8,552,677)
----------- -----------
OTHER INCOME (EXPENSE):
Interest income 343,700 175,737
Interest expense (13,109) (42,757)
Other, net 54,055 174,352
----------- -----------
Other income, net 384,646 307,332
----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES 2,864,502 (8,245,345)
PROVISION FOR INCOME TAXES 1,117,000 445,000
----------- -----------
NET INCOME (LOSS) $ 1,747,502 $(8,690,345)
=========== ===========
NET INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE $ .07 $ (.41)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES 23,320,379 21,258,040
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
COMPUTER NETWORK TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three months ended March 31
------------------------------
1995 1994
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 1,747,502 $(8,690,345)
Depreciation and amortization 1,994,787 1,333,206
Purchase of in-process research and
development - 9,302,212
Increase in deferred taxes - (95,000)
CHANGES IN OPERATING ASSETS AND
LIABILITIES NET OF THE EFFECT OF
ACQUIRED COMPANIES:
Receivables 2,767,750 333,729
Inventories (63,367) (2,722,634)
Other current assets 150,600 268,693
Accounts payable 935,207 1,571,565
Accrued expenses (744,860) (3,276,993)
Deferred revenue 2,086,087 1,974,188
----------- -----------
Cash provided by (used for)
operating activities 8,873,706 (1,379)
----------- -----------
INVESTING ACTIVITIES:
Additions to property and equipment (714,533) (1,366,414)
Additions to field support spares (583,682) (941,976)
Purchase of Brixton, net of cash
acquired - (5,455,671)
Redemption of marketable securities,
net 493,949 -
Other 32,118 (26,663)
----------- -----------
Cash used for investing activities (772,148) (7,790,724)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 253,957 120,615
Repayments of obligations under
capital leases (108,062) (313,374)
----------- -----------
Cash provided by (used for) financing
activities 145,895 (192,759)
----------- -----------
Effects of exchange rate changes 325,935 17,294
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 8,573,388 (7,967,568)
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 15,855,905 24,452,737
----------- -----------
CASH AND CASH EQUIVALENTS - END OF
PERIOD $24,429,293 $16,485,169
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying consolidated financial statements, which are unaudited except
for the balance sheet as of December 31, 1994, have been prepared in
accordance with instructions to Form 10-Q and do not include all the
information and notes required by Generally Accepted Accounting Principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. These consolidated financial statements
should be read in conjunction with the financial statements and accompanying
notes included in the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
(2) INVENTORIES
Inventories, stated at the lower of cost (first-in, first-out method) or
market, consist of:
<TABLE>
<CAPTION>
MARCH 31 December 31
1995 1994
---------- -----------
<S> <C> <C>
Components and subassemblies $2,846,079 $3,712,084
Work in process 556,911 106,634
Finished goods 4,720,740 4,241,645
---------- ----------
$8,123,730 $8,060,363
========== ==========
</TABLE>
(3) LINE OF CREDIT
The Company has a $2.5 million unsecured line of credit agreement with a bank
which matures on December 31, 1995. Borrowings are based on defined accounts
receivable and are subject to interest at the Company's choice of either the
bank's prime lending rate, the reserve adjusted certificate of deposit rate,
or the Eurodollar (LIBOR) rate. The Company has not borrowed any funds under
this line since November 1991.
(4) ACQUISITION
On March 10, 1994, the Company acquired all of the outstanding common and
preferred stock of Brixton Systems, Inc. (Brixton), a privately held company,
in exchange for 986,094 unregistered shares of its common stock valued at $6.5
million, $5.5 million in cash, and the conversion of existing Brixton employee
stock options into CNT stock options valued at approximately $1.98 million.
The shares exchanged by the Company were valued at fair market value,
reflecting a 33% discount because of their restricted nature. The transaction
has been accounted for as a purchase, and, accordingly, the acquired assets
and liabilities have
6
<PAGE>
been recorded at their estimated fair market values on the date of
acquisition. In addition, a portion of the purchase price paid to acquire
Brixton has been allocated to research and development activities that were in
process at the time of the acquisition and had not yet reached technological
feasibility. The amount allocated to in-process research and development,
$9,302,212, was immediately charged to expense upon the completion of the
acquisition. This in-process research and development charge is reflected in
the accompanying financial statements as an operating expense under the
caption "Purchased in-process research and development."
The following summary pro forma combined consolidated statements of operations
data for the three months ended March 31, 1994 gives effect to the acquisition
as if it took place at the beginning of the reporting period (in thousands,
except per share data):
Unaudited Pro Forma
-------------------
THREE MONTHS ENDED
MARCH 31, 1994
-------------------
Revenue $16,311
Net loss (8,895)
Net loss per common and common equivalent share (.40)
(5) NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE
For the three months ended March 31, 1995, net income per common and common
equivalent share was determined by dividing net income by the weighted average
number of common and common equivalent shares outstanding during the period.
Common equivalent shares primarily consist of dilutive stock options and
warrants. For the three months ended March 31, 1994, net loss per common and
common equivalent share was computed using the weighted average number of
common shares outstanding. Stock options and warrants were not converted to
common equivalent shares due to their antidilutive effect.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
As an aid to understanding the Company's operating results, the following table
sets forth certain information derived from the Consolidated Statements of
Operations of the Company. (All amounts are expressed as a percentage of total
revenue except gross profit which is expressed as a percent of the related
revenue.)
<TABLE>
<CAPTION>
Three months ended March 31
---------------------------
1995 1994
-------- --------
<S> <C> <C>
REVENUE:
Product sales 77.9 % 79.4 %
Service fees 22.1 20.6
----- -------
Total revenue 100.0 100.0
----- -------
GROSS PROFIT:
Product sales 71.9 66.7
Service fees 16.8 12.7
----- -------
Total gross profit 59.7 55.6
----- -------
OPERATING EXPENSES:
Sales and marketing 24.5 28.7
Engineering and development 14.6 16.1
General and administrative 7.3 6.0
Purchased in-process research and development - 59.6
----- -------
Total operating expenses 46.4 110.4
----- -------
INCOME (LOSS) FROM OPERATIONS 13.3 (54.8)
Other income, net 2.0 1.9
----- -------
INCOME (LOSS) BEFORE INCOME TAXES 15.3 (52.9)
Provision for income taxes 6.0 2.8
----- -------
NET INCOME (LOSS) 9.3 % (55.7) %
===== =======
</TABLE>
8
<PAGE>
REVENUE
The Company's revenue includes the sale and service of hardware systems and
the licensing and support of related software products for its CHANNELink and
UltraNet (acquired July 1993) family of networking products. Beginning March
10, 1994, with its acquisition of Brixton, the Company's revenue also includes
the licensing and support of software for the internetworking and IBM
connectivity data communications software market.
Revenue increased 20% for the three-month period ended March 31, 1995 when
compared to the same period in 1994. Revenue from the Company's CHANNELink
product line totaled $15.4 million, an increase of 18% from the $13.1 million
of revenue from the CHANNELink product line reported in the first quarter of
1994. Revenue from the Company's Brixton product line (acquired March 10,
1994) totaled $2.9 million, an increase of 163% when compared to the $1.1
million of revenue reported by Brixton on a proforma basis during the same
period in 1994. The Company's first quarter 1994 financial statements include
$.4 million of Brixton revenue. The remaining $.7 million of revenue reported
by Brixton on a proforma basis in the first quarter of 1994 was recorded prior
to the Company's acquisition of Brixton. As expected, revenue from the
Company's UltraNet product line decreased during the first quarter of 1995 to
$.4 million, a decline of $1.7 million from the first quarter of 1994.
Revenue from product sales increased $2.2 million or 18% during the three
month period ended March 31, 1995 when compared to the same period in 1994.
The growth in 1995 is attributable to an increase in Brixton product sales of
approximately $2.3 million ($1.7 million increase on a proforma basis) and an
increase in CHANNELink product sales of $1.0 million or 10% when compared to
the same period in 1994. These increases were partially offset by a decrease
in product sales from the Company's UltraNet product line. The Company has
discontinued active marketing of the UltraNet product line and, accordingly,
expects minimal UltraNet product sales in future periods. The 10% growth in
product sales from the Company's CHANNELink product line during the three
months ended March 31, 1995 primarily resulted from higher sales to the
Company's international distributors, which were partially offset by a slight
decrease in direct sales to customers in North America due to the timing of
revenue recognition for several transactions that will conclude in the second
quarter of 1995. The Company believes the slowdown in the rate of growth for
its CHANNELink product sales is due to the maturing of its existing channel
networking market.
The Company anticipates that it will continue to invest in its North American
direct sales force, increase the number of international distributors and
resellers, and increase the number of indirect distribution sources for its
Brixton data communications software products.
As a result of these anticipated activities, a full year of revenue from the
Brixton products and anticipated revenue from the Company's newest product
line, called Convergence (which combines CHANNELink and Brixton technologies),
the Company believes revenue will increase in 1995 in both North America and
internationally but at a slower overall rate than in prior years. However,
the actual results achieved by the Company may be impacted by a number of
factors, including market acceptance of the Convergence product line, changes
in general economic conditions, cost and availability of components, and
fluctuations in foreign
9
<PAGE>
exchange rates. In addition, the markets for the Company's products are
characterized by significant competition, and the Company's results may be
adversely affected by the actions of existing or future competitors, including
the development of new technologies, the introduction of new products, and the
reduction of prices by such competitors to gain or retain market share.
As in the past, the Company expects to continue to see quarter to quarter
fluctuations in revenue. The timing of sizable orders, because of their
relative impact on total quarterly sales, may contribute to such fluctuations.
Revenue from service fees, which primarily reflects maintenance service from
the Company's technical support personnel, increased 29% during the three
months ended March 31, 1995 when compared to the same period in 1994. The
increase primarily reflects a 54% increase in CHANNELink service fees,
partially offset by a 64% decrease in UltraNet service fees. Service fees
from the Company's Brixton product line totaled $.2 million during the three
month period ended March 31, 1995 and were minimal for the comparable prior
year period.
In 1995, the Company believes service fees for its CHANNELink and Brixton
product lines will grow at approximately the same rate as the installed base
of these products. The Company believes it will experience a steady decline
in service fees from the UltraNet product line as a result of the nonrenewal
of existing service contracts.
GROSS PROFIT
For the three months ended March 31, 1995, the gross profit margins from
product sales were 72% as compared to 67% in the same period of 1994. The
increase in gross margins from product sales resulted from a larger percentage
of total revenue coming from Brixton software product sales and a larger
percentage of CHANNELink product sales consisting of more complex, higher
margin systems.
The Company anticipates that product margins will continue to fluctuate from
quarter to quarter because of the unpredictable nature of the product mix in
any particular quarter. However, the Company anticipates that it will
continue to experience relatively strong product margins during the balance of
1995, particularly if the Brixton line of software products becomes a larger
percentage of overall revenue. However, there can be no assurance that the
Company will be able to maintain historical gross profit margins on Brixton
products, and actual gross profit margins on product sales throughout the
remainder of 1995 will depend on a number of factors including market
acceptance of the Convergence products, the mix of products, the relative
amount of products sold through indirect distribution sources, and the level
of continuing price competition.
Gross profit margins on service fees were 17% and 13% during the three months
ended March 31, 1995 and 1994, respectively. The increase in gross margins
from service fees resulted from a steadily increasing base of installed
CHANNELink units covered by maintenance contracts which provide economies of
scale and the timing of certain maintenance contract renewals. During 1995,
the Company anticipates making additional investments in its service business
and, as these fixed costs of providing maintenance service are spread over a
larger
10
<PAGE>
base of installed products, the Company anticipates gross profit margins on
service fees will increase slightly throughout the remainder of 1995 when
compared to the same periods in 1994.
OPERATING EXPENSES
Sales and marketing expenses increased approximately $110,000 or 2% during the
three months ended March 31, 1995 as compared to the same period in 1994. The
very slight increase in the first quarter of 1995, when compared to larger
increases in sales and marketing expenses in previous quarters, primarily
resulted from lower levels of spending and delays in filling several key sales
and marketing positions. The Company expects to expand its domestic and
international sales organizations as well as increase its marketing and
customer support programs in 1995. As a result, the Company anticipates the
rate of increase in sales and marketing expenses throughout the remainder of
1995 will be significantly higher than the 2% rate of increase experienced in
the first quarter of 1995.
Engineering and development costs (primarily compensation and related fringe
benefits, depreciation, and consulting expenses) related to product
development and enhancements to existing products increased approximately 10%
during the three months ended March 31, 1995 as compared to the same period in
1994, but declined as a percentage of total revenue to 15% in the first
quarter of 1995 as compared to 16% in the same period of 1994. The Company
anticipates spending between 12% and 14% of total revenue on engineering and
development in 1995, which includes additional investments in current and
future products. The Company believes a sustained high level of investment is
essential to continued customer satisfaction and future revenue.
General and administrative expenses increased 47% during the three months
ended March 31, 1995 as compared to the same period in 1994. The 1995
increase was related to planned additions to administrative staff, higher
professional service expenses, and the inclusion of Brixton general
administrative expenses for the entire quarter in 1995 as compared to a
partial quarter in 1994. As a percentage of total revenue, general and
administrative expenses were 7% of total revenue during the first three months
of 1995 as compared to 6% during the same period in 1994. The Company
anticipates that general and administrative expenses will be approximately 6%
of total revenue in 1995.
The Company recorded a provision for income taxes at an effective tax rate of
39% for the three months ended March 31, 1995. During the first quarter of
1994, the Company, recorded a $9.3 million charge for the write-off of non-
deductible purchased in-process research and development. Excluding this
charge, the Company recorded a provision for income taxes at an effective
income tax rate of 42% during the first quarter of 1994. The Company
anticipates that its effective income tax rate for the remainder of 1995 will
be approximately 39%.
FINANCIAL CONDITION
The Company has historically financed its operations through the private and
public sale of equity securities (aggregating approximately $56 million
through March 31, 1995), bank
11
<PAGE>
borrowings under lines of credit, capital equipment leases, and cash generated
from operations.
Cash, cash equivalents and marketable securities at March 31, 1995 totaled
$26.4 million, an increase of $8.1 million during the first three months of
1995. This net increase resulted from the cash provided by operations and
financing activities of approximately $9 million, partially offset by the cash
used for investing in property and equipment and field support spares of
approximately $1.3 million.
The Company has a $2.5 million unsecured line of credit agreement with a bank
which matures on December 31, 1995. The Company has not borrowed any funds
under this line of credit since November 1991.
Expenditures for capital equipment and field support spares have been, and
will likely continue to be, a significant capital requirement. The Company
plans to continue to invest aggressively in productivity tools for its
employees and in its field support spares.
The Company believes that the current balances of cash, cash equivalents and
marketable securities, when combined with cash flow from operations and funds
available under its bank line of credit, will be adequate to fund its
operating plans and meet its currently anticipated aggregate capital
requirements at least through 1996.
However, if the Company does not generate revenue as expected or incurs
unanticipated expense, or needs additional investment funds to react to
changes in its marketplace, it may need additional capital earlier or in
greater amounts than would otherwise be required.
The Company believes that inflation has not had a material impact on its
operations or liquidity to date.
12
<PAGE>
PART II. OTHER INFORMATION
Item 1-5. None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits are filed herewith.
Exhibit Description
------- -----------
2A. Agreement and Plan of Merger among Computer
Network Technology Corporation, BRX Corp., Brixton Systems,
Inc., and certain Significant Shareholders of Brixton,
dated February 4, 1994. (Incorporated by reference to
Exhibit 2 to current report on Form 8-K dated February 22,
1994.)
4A. Restated Articles of Incorporation of the Company, as
amended. (Incorporated by reference to Exhibit 2 to current
report on Form 8-K dated June 22, 1992.)
4B. By-laws of the Company, as amended. (Incorporated by
reference to Exhibit 3B to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1991.)
10A. Revolving Credit Agreement and Security Agreement by and
between First Bank National Association and the Company
dated as of March 9, 1990 and Amendments No. 1 and 2
thereto dated March 31, 1991 and July 31, 1991,
respectively. (Incorporated by reference to Exhibit 10A to
Form S-2 Registration Statement No. 33-41985.)
10B. Third Amendment to Credit Agreement dated March 24, 1992 by
and between the Company and First Bank National
Association. (Incorporated by reference to Exhibit 10B to
Annual Report on Form 10-K for fiscal year ended December
31, 1991.)
10C. Master Lease Agreement by and between the Company and
Comdisco, Inc. dated September 7, 1990. (Incorporated by
reference to Exhibit 10B to Form S-2 Registration Statement
No. 33-41985.)
10D. Lease Agreement dated November 30, 1990 by and between TOLD
Development Company, a general partnership, and Computer
Network Technology Corporation. (Incorporated by reference
to Exhibit 10C to Form S-2 Registration Statement No.
33-41985.)
10E. Computer Network Technology Corporation 401(k) Salary
Savings Plan effective January 1, 1991. (Incorporated by
reference to Exhibit 10F to Form S-2 Registration Statement
No. 33-41985.)
10F. Subscription Agreements of Kanematsu Electronics Ltd. and
Kanematsu USA Inc. dated October 22, 1990. (Incorporated by
reference to Exhibit 10G to Form S-2 Registration Statement
No. 33-41985.)
10G. Amended and Restated Incentive Stock Option Plan
(Incorporated by reference to Exhibit 10A to Form S-8
Registration Statement, Commission File No. 33-41986.)
13
<PAGE>
10H. Amended 1986 Nonqualified Stock Option Plan. (Incorporated
by reference to Exhibit 10B to Form S-8 Registration
Statement No. 33-41986.)
10I. Certificate of Resolutions contained in Minutes of Annual
Meeting of Shareholders on May 30, 1990 increasing shares
reserved under ISOP from 500,000 to 1,000,000.
(Incorporated by reference to Exhibit 10C to Form S-8
Registration Statement No. 33-41986.)
10J. Certificate of Resolutions contained in Minutes of Special
Meeting of the Board of Directors on April 25, 1991
increasing the number of shares reserved under the NSOP
from 1,100,000 to 1,600,000. (Incorporated by reference to
Exhibit 10D to Form S-8 Registration Statement No.
33-41986.)
10K. Employment agreement by and between the Company and Eugene
D. Misukanis. (Incorporated by reference to Exhibit 10B of
Form S-2 Registration Statement No. 33-18501.)
10L. Employment Agreement by and between the Company and C.
McKenzie Lewis, III. (Incorporated by reference to Exhibit
10M of Form S-2 Registration Statement No. 33-41985.)
10M. Employment Agreement by and between the Company and John R.
Brintnall. (Incorporated by reference to Exhibit 10O Form
S-2 Registration Statement No. 33-41985.)
10N. Employment Agreement by and between the Company and Peter
Dixon. (Incorporated by reference to Exhibit 10P of Form
S-2 Registration Statement No. 33-41985.)
10O. Omitted
10P. Employment Agreement by and between the Company and Richard
Carlson. (Incorporated by reference to Exhibit 10S of
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991.)
10Q. 1992 Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 28 to Form S-8 Registration Statement
No. 33-48954.)
10R. 1992 Stock Award Plan (Incorporated by reference to Exhibit
28 to Form S-8 Registration Statement No. 33-48944.)
10S. Fourth Amendment to Credit Agreement dated July 24, 1992 by
and between the Company and First Bank National Association
(Incorporated by reference to Exhibit 10U to Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.)
10T. Fifth Amendment to Credit Agreement dated March 29, 1993 by
and between the Company and First Bank National Association
(Incorporated by reference to Exhibit 10V to Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.)
10U. Sublease Agreement by and between ITT Consumer Financial
Corporation and Computer Network Technology Corporation
dated October 1, 1993. (Incorporated by reference to
Exhibit 10X to Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.)
10V. First Amendment to Sublease Agreement by and between ITT
Consumer Financial Corporation and Computer Network
Technology Corporation dated October 26, 1993.
(Incorporated by reference to Exhibit 10Y to Annual Report
on Form 10-K for the fiscal year ended December 31, 1993.)
14
<PAGE>
10W. Employment Agreement by and between the Company and Julie
C. Quintal. (Incorporated by reference to Exhibit 10Z to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.)
10X. Sixth Amendment to Credit Agreement dated December 31, 1993
by and between the Company and First Bank National
Association. (Incorporated by reference to Exhibit 10AA to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.)
10Y. Minutes of Annual Meeting of Shareholders on May 27, 1993
increasing shares reserved under the 1992 Stock Award Plan
from 650,000 to 1,050,000 and increasing shares reserved
under the 1992 Employee Stock Purchase Plan from 150,000 to
300,000. (Incorporated by reference to Exhibit 10BB to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.)
10Z. Amendment No. 1 to Sublease Agreement by and between ITT
Consumer Financial Corporation and Computer Network
Technology Corporation dated February 9, 1994.
(Incorporated by reference to Exhibit 10CC to Form 10Q for
the quarterly period ended March 31, 1994.)
10AA. March 10, 1994 Incentive Stock Option Agreements
(Incorporated by reference to Exhibit 28.2 to Form S-8
Registration Statement No. 33-83266.)
10BB. March 10, 1994 Non-Qualified Stock Option Agreements
(Incorporated by reference to Exhibit 28.3 to Form S-8
Registration Statement No. 33-83266.)
10CC. Amendment to 1992 Stock Award Plan increasing shares
reserved from 1,050,000 to 3,250,000 (Incorporated by
reference to Form S-8 Registration Statement No. 33-83262.)
10DD. Amendment to Employee Stock Purchase Plan increasing shares
reserved from 300,000 to 400,000 (Incorporated by reference
to Form S-8 Registration Statement No. 33-83264.)
10EE. Employment Agreement by and between the Company and Herbert
L. Rush III. (Incorporated by reference to Exhibit 10HH to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.)
10FF Employment Agreement by and between the Company and Frantz
Corneille. (Incorporated by reference to Exhibit 10II to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.)
11. Statement Re: Computation of Net Income (Loss) per Common
and Common Equivalent Share.
27. Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter ended
March 31, 1995.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized officers.
COMPUTER NETWORK TECHNOLOGY CORPORATION
(Registrant)
Date: May 12, 1995 By: /s/ John R. Brintnall
------------ ----------------------------------
John R. Brintnall
Vice President of Finance
(Principal financial and accounting officer
and duly authorized signatory on behalf of
the Registrant.)
16
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
------- ----------- ----
2A. Agreement and Plan of Merger among Computer Network Technology
Corporation, BRX Corp., Brixton Systems, Inc., and certain
Significant Shareholders of Brixton, dated February 4, 1994.
(Incorporated by reference to Exhibit 2 to current report on
Form 8-K dated February 22, 1994.)
4A. Restated Articles of Incorporation of the Company, as amended.
(Incorporated by reference to Exhibit 2 to current report on
Form 8-K dated June 22, 1992.)
4B. By-laws of the Company, as amended. (Incorporated by reference
to Exhibit 3B to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1991.)
10A. Revolving Credit Agreement and Security Agreement by and
between First Bank National Association and the Company dated as
of March 9, 1990 and Amendments No. 1 and 2 thereto dated March
31, 1991 and July 31, 1991, respectively. (Incorporated by
reference to Exhibit 10A to Form S-2 Registration Statement
No. 33-41985.)
10B. Third Amendment to Credit Agreement dated March 24, 1992 by and
between the Company and First Bank National Association.
(Incorporated by reference to Exhibit 10B to Annual Report on
Form 10-K for fiscal year ended December 31, 1991.)
10C. Master Lease Agreement by and between the Company and Comdisco,
Inc. dated September 7, 1990. (Incorporated by reference to
Exhibit 10B to Form S-2 Registration Statement No. 33-41985.)
10D. Lease Agreement dated November 30, 1990 by and between TOLD
Development Company, a general partnership, and Computer
Network Technology Corporation. (Incorporated by reference to
Exhibit 10C to Form S-2 Registration Statement No. 33-41985.)
10E. Computer Network Technology Corporation 401(k) Salary Savings
Plan effective January 1, 1991. (Incorporated by reference to
Exhibit 10F to Form S-2 Registration Statement No. 33-41985.)
10F. Subscription Agreements of Kanematsu Electronics Ltd. and
Kanematsu USA Inc. dated October 22, 1990. (Incorporated by
reference to Exhibit 10G to Form S-2 Registration Statement
No. 33-41985.)
10G. Amended and Restated Incentive Stock Option Plan (Incorporated
by reference to Exhibit 10A to Form S-8 Registration Statement,
Commission File No. 33-41986.)
10H. Amended 1986 Nonqualified Stock Option Plan. (Incorporated by
reference to Exhibit 10B to Form S-8 Registration Statement
No. 33-41986.)
10I. Certificate of Resolutions contained in Minutes of Annual
Meeting of Shareholders on May 30, 1990 increasing shares
reserved under ISOP from 500,000 to 1,000,000. (Incorporated
by reference to Exhibit 10C to Form S-8 Registration Statement
No. 33-41986.)
17
<PAGE>
Exhibit Description Page
------- ----------- ----
10J. Certificate of Resolutions contained in Minutes of Special
Meeting of the Board of Directors on April 25, 1991 increasing
the number of shares reserved under the NSOP from 1,100,000 to
1,600,000. (Incorporated by reference to Exhibit 10D to Form
S-8 Registration Statement No. 33-41986.)
10K. Employment agreement by and between the Company and Eugene D.
Misukanis. (Incorporated by reference to Exhibit 10B of Form
S-2 Registration Statement No. 33-18501.)
10L. Employment Agreement by and between the Company and
C. McKenzie Lewis, III. (Incorporated by reference to Exhibit
10M of Form S-2 Registration Statement No. 33-41985.)
10M. Employment Agreement by and between the Company and John R.
Brintnall. (Incorporated by reference to Exhibit 10O Form S-2
Registration Statement No. 33-41985.)
10N. Employment Agreement by and between the Company and Peter
Dixon. (Incorporated by reference to Exhibit 10P of Form S-2
Registration Statement No. 33-41985.)
10O. Omitted
10P. Employment Agreement by and between the Company and Richard
Carlson. (Incorporated by reference to Exhibit 10S of Annual
Report on Form 10-K for the fiscal year ended December 31,
1991.)
10Q. 1992 Employee Stock Purchase Plan (Incorporated by reference
to Exhibit 28 to Form S-8 Registration Statement No. 33-48954.)
10R. 1992 Stock Award Plan (Incorporated by reference to Exhibit 28
to Form S-8 Registration Statement No. 33-48944.)
10S. Fourth Amendment to Credit Agreement dated July 24, 1992 by
and between the Company and First Bank National Association
(Incorporated by reference to Exhibit 10U to Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.)
10T. Fifth Amendment to Credit Agreement dated March 29, 1993 by
and between the Company and First Bank National Association
(Incorporated by reference to Exhibit 10V to Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.)
10U. Sublease Agreement by and between ITT Consumer Financial
Corporation and Computer Network Technology Corporation
dated October 1, 1993. (Incorporated by reference to
Exhibit 10X to Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.)
10V. First Amendment to Sublease Agreement by and between ITT
Consumer Financial Corporation and Computer Network
Technology Corporation dated October 26, 1993.
(Incorporated by reference to Exhibit 10Y to Annual Report
on Form 10-K for the fiscal year ended December 31, 1993.)
18
<PAGE>
Exhibit Description Page
------- ----------- ----
10W. Employment Agreement by and between the Company and Julie C.
Quintal. (Incorporated by reference to Exhibit 10Z to Annual
Report on Form 10-K for the fiscal year ended December 31,
1993.)
10X. Sixth Amendment to Credit Agreement dated December 31, 1993
by and between the Company and First Bank National
Association. (Incorporated by reference to Exhibit 10AA to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.)
10Y. Minutes of Annual Meeting of Shareholders on May 27, 1993
increasing shares reserved under the 1992 Stock Award Plan
from 650,000 to 1,050,000 and increasing shares reserved
under the 1992 Employee Stock Purchase Plan from 150,000 to
300,000. (Incorporated by reference to Exhibit 10BB to
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.)
10Z. Amendment No. 1 to Sublease Agreement by and between ITT
Consumer Financial Corporation and Computer Network
Technology Corporation dated February 9, 1994.
(Incorporated by reference to Exhibit 10CC to Form 10Q for
the quarterly period ended March 31, 1994.)
10AA. March 10, 1994 Incentive Stock Option Agreements
(Incorporated by reference to Exhibit 28.2 to Form S-8
Registration Statement No. 33-83266.)
10BB. March 10, 1994 Non-Qualified Stock Option Agreements
(Incorporated by reference to Exhibit 28.3 to Form S-8
Registration Statement No. 33-83266.)
10CC. Amendment to 1992 Stock Award Plan increasing shares
reserved from 1,050,000 to 3,250,000 (Incorporated by
reference to Form S-8 Registration Statement No. 33-83262.)
10DD. Amendment to Employee Stock Purchase Plan increasing shares
reserved from 300,000 to 400,000 (Incorporated by reference
to Form S-8 Registration Statement No. 33-83264.)
10EE. Employment Agreement by and between the Company and Herbert
L. Rush III (Incorporated by reference to Exhibit 10HH to
Annual Report on Form 10-K for the fiscal year ended December
31, 1994.)
10FF. Employment Agreement by and between the Company and Frantz
Corneille (Incorporated by reference to Exhibit 10II to Annual
Report on Form 10-K for the fiscal year ended December 31,
1994.)
11. Statement Re: Computation of Net Income (Loss) per Common and
Common Equivalent Share........................................ 20
27. Financial Data Schedule........................................ 21
19
<PAGE>
Exhibit 11
----------
COMPUTER NETWORK TECHNOLOGY CORPORATION
Statement Re: Computation of Net Income (Loss) Per Common and Common Equivalent
Share
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1995 1994
----------- -----------
<S> <C> <C>
Net Income (loss) $ 1,747,052 $(8,690,345)
----------- -----------
Primary Earnings (Loss) Per Share
- - - - ---------------------------------
Weighted average number of common shares
outstanding 22,416,016 21,258,040
Dilutive effect of outstanding common
equivalent shares (1) 904,363 -
----------- -----------
Weighted average number of common and
common equivalent shares outstanding 23,320,379 21,258,040
----------- -----------
Net income (loss) per common and common
equivalent share $.07 $(.41)
----------- -----------
Fully Diluted Earnings (Loss) Per Share:
- - - - ----------------------------------------
Weighted average number of common shares
outstanding 22,416,016 21,258,040
Dilutive effect of outstanding common
equivalent shares (2) 1,049,480 -
----------- -----------
Weighted average number of common and
common equivalent shares outstanding 23,465,496 21,258,040
----------- -----------
Net income (loss) per common and common
equivalent share $.07 $(.41)
----------- -----------
</TABLE>
(1) For the three month period ended March 31, 1995, outstanding stock options
and warrants issuable under various stock option plans, warrant agreements,
and the employee stock purchase plan (as disclosed in the notes to the
consolidated financial statements incorporated by reference in the Company's
annual report on Form 10-K for the fiscal year ended December 31, 1994) are
converted to common equivalent shares by the treasury stock method using the
average market price during the period for the Company's shares. For the
three month period ended March 31, 1994, such stock options, warrants, and
shares issuable under the employee stock purchase plan are not included in
the computation due to their anti-dilutive nature.
(2) Outstanding stock options and warrants issuable under various stock option
plans, warrant agreements, and the employee stock purchase plan are
converted to common equivalent shares by the treasury stock method using the
higher of the average market price during the period or the market price at
the end of the period for the Company's shares. For the three months ended
March 31, 1994, such stock options, warrants, and shares issuable under the
employee stock purchase plan are not included in the computation due to
their anti-dilutive nature.
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS
OF COMPUTER NETWORK TECHNOLOGY CORPORATION AS OF AND FOR THE THREE MONTHS
ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 24,429,293
<SECURITIES> 1,992,285
<RECEIVABLES> 20,683,848
<ALLOWANCES> 0<F1>
<INVENTORY> 8,123,730
<CURRENT-ASSETS> 58,286,720
<PP&E> 8,814,278
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 77,615,346
<CURRENT-LIABILITIES> 19,871,704
<BONDS> 134,572
<COMMON> 224,586
0
0
<OTHER-SE> 56,052,484
<TOTAL-LIABILITY-AND-EQUITY> 77,615,346
<SALES> 14,583,513
<TOTAL-REVENUES> 18,730,791
<CGS> 4,093,652
<TOTAL-COSTS> 7,546,249
<OTHER-EXPENSES> 2,743,234<F2>
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 13,109
<INCOME-PRETAX> 2,864,502
<INCOME-TAX> 1,117,000
<INCOME-CONTINUING> 1,747,502
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,747,502
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
<FN>
<F1> Item has been omitted because it is not separately presented in the
Form 10Q financial statements.
<F2> Amount presented represents Engineering and Development Expense.
</FN>
</TABLE>
