<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
QUARTERLY REPORT
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED JANUARY 31, 1997
ACCESS BEYOND, INC.
A Delaware Corporation
IRS Employer Identification No. 52-1987873
1300 Quince Orchard Blvd., Gaithersburg, Maryland 20878
Telephone - (301) 417-0552
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------- --------
Common Stock, $.01 par value,
11,989,587 shares outstanding
as of March 2, 1997
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ACCESS BEYOND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
<TABLE>
<CAPTION>
January 31, July 31,
1997 1996
----------- ---------
CURRENT ASSETS (unaudited)
<S> <C> <C>
Cash and cash equivalents $ 2,955 $ 4,237
Accounts receivable, net 3,228 7,044
Inventories-
Raw materials 4,168 5,823
Work in process 407 541
Finished goods 2,079 3,320
--------- ---------
6,654 9,684
Deferred income taxes -- 1,700
Net assets of discontinued operations 4,107 7,337
Note receivable 2,750 --
Other current assets 570 249
--------- ---------
TOTAL CURRENT ASSETS 20,264 30,251
Property, equipment and technology, net 1,990 2,457
Other assets 761 1,072
--------- ---------
TOTAL ASSETS $ 23,015 $ 33,780
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowing $ -- $ 4,000
Obligations under capital leases, current portion 277 272
Accounts payable 2,721 6,076
Accrued expenses 3,968 3,105
--------- ---------
TOTAL CURRENT LIABILITIES 6,966 13,453
Obligations under capital leases, long-term portion 503 633
Other noncurrent liabilities 276 1,479
--------- ---------
TOTAL LIABILITIES 7,745 15,565
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value 120 109
Additional paid-in capital 44,318 39,837
Retained earnings (29,145) (21,581)
Equity adjustments (23) (150)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 15,270 18,215
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 23,015 $ 33,780
========= =========
</TABLE>
THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF ACCESS BEYOND, INC. INCLUDE
THE FINANCIAL INFORMATION OF PENRIL DATACOMM NETWORKS, INC. FOR THE PERIODS
PRIOR TO NOVEMBER 18, 1996 WHEN ACCESS BEYOND, INC. WAS SPUN-OFF FROM PENRIL
DATACOMM NETWORKS, INC. SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
2
<PAGE> 3
ACCESS BEYOND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, January 31,
------------------ ----------------
1997 1996 1997 1996
------- ------- -------- --------
<S> <C> <C> <C> <C>
NET REVENUES $ 4,593 $ 7,691 $ 11,508 $ 17,347
COSTS AND EXPENSES
Cost of revenues 3,314 5,000 7,906 9,899
Selling, general and administrative 2,765 4,455 7,321 8,693
Product development and engineering 1,504 1,866 3,493 3,524
Amortization of cost over
net assets acquired -- 184 -- 367
-------- -------- -------- --------
Costs before merger and restructuring expenses 7,583 11,505 18,720 22,483
One time merger related expenses 3,818 -- 4,076 --
-------- -------- -------- --------
OPERATING LOSS FROM CONTINUING OPERATIONS (6,808) (3,814) (11,288) (5,136)
OTHER INCOME (EXPENSE)
Interest Income (expense) 134 (204) 72 (476)
Other: settlement of lawsuit -- -- 3,547 --
Other, net 442 19 398 16
-------- -------- -------- --------
576 (185) 4,017 (460)
NET LOSS FROM CONTINUING OPERATIONS (6,232) (3,999) (7,271) (5,596)
Income (loss) from discontinued operations,
net of income taxes -- 122 -- 133
Gain (loss) on disposal of discontinued operations,
net of income taxes (200) -- (293) --
-------- -------- -------- --------
NET LOSS $ (6,432) $ (3,877) $ (7,564) $ (5,463)
======== ======== ======== ========
Net loss per common and common
equivalent share from
Continuing operations $ (0.52) $ (0.43) $ (0.64) $ (0.75)
Discontinued operations -- 0.01 -- 0.02
Disposal of discontinued operations (0.02) -- (0.03) --
-------- -------- -------- --------
$ (0.54) $ (0.42) $ (0.67) $ (0.73)
======== ======== ======== ========
Shares used in per share calculation 11,990 9,196 11,353 7,473
======== ======== ======== ========
</TABLE>
THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF ACCESS BEYOND, INC. INCLUDE
THE FINANCIAL INFORMATION OF PENRIL DATACOMM NETWORKS, INC. FOR THE PERIODS
PRIOR TO NOVEMBER 18, 1996 WHEN ACCESS BEYOND, INC. WAS SPUN-OFF FROM PENRIL
DATACOMM NETWORKS, INC. SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
3
<PAGE> 4
ACCESS BEYOND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
For the Six
Months Ended January 31,
------------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) from continuing operations $ (7,271) $ (5,596)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 470 1,775
Other 361 (393)
(Increase) decrease in assets:
Accounts receivable 1,204 5,554
Inventories 170 (1,292)
Other current assets (431) 238
Increase (decrease) in liabilities:
Accounts payable (1,946) (2,695)
Other liabilities 470 (1,194)
-------- --------
Net cash used in continuing operating activities (6,973) (3,603)
CASH FLOWS FROM DISCONTINUED OPERATIONS
Income (loss) from discontinued operations (293) 133
Proceeds from sale of discontinued operations 1,591 --
Non-cash charges and changes in working capital (1,111) (778)
-------- --------
Net cash provided by (used in) discontinued operations 187 (645)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment (637) (432)
-------- --------
Net cash used in investing activities (637) (432)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under line of credit -- (760)
Payments on long-term debt (125) (2,958)
Issuance of common stock 6,139 8,087
Other 127 (159)
-------- --------
Net cash (used in) provided by financing activities 6,141 4,210
CASH AT THE BEGINNING OF THE PERIOD 4,237 992
-------- --------
CASH AT THE END OF THE PERIOD $ 2,955 $ 522
======== ========
</TABLE>
THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF ACCESS BEYOND, INC. INCLUDE
THE FINANCIAL INFORMATION OF PENRIL DATACOMM NETWORKS, INC. FOR THE PERIODS
PRIOR TO NOVEMBER 18, 1996 WHEN ACCESS BEYOND, INC. WAS SPUN-OFF FROM PENRIL
DATACOMM NETWORKS, INC. SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS.
4
<PAGE> 5
ACCESS BEYOND, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months
Ended January 31, 1997 and 1996
(unaudited)
1. Access Beyond, Inc. ("Access Beyond") was incorporated on July 23,
1996, and filed a Form S-1 Registration Statement with the Securities
and Exchange Commission which became effective October 17, 1996. On
November 19, 1996 Penril DataComm Networks, Inc. ("Penril")
distributed a dividend to its stockholders of record one share of
common stock of Access Beyond for each share of Penril common stock
held. And Penril transferred all of the assets and liabilities of
Penril's remote access business to Access Beyond before becoming a
wholly owned subsidiary of Bay Networks, Inc. on November 19, 1996.
As the successor company to Penril, Access Beyond retains the
historical financial information of Penril until November 19, 1996,
when Penril was merged into Bay Networks, Inc. For accounting
purposes, the disposition of the modem business, as a result of the
merger agreement with Bay Networks, Inc., has been accounted for as a
reduction of paid in capital.
The accompanying condensed consolidated financial statements, should
be read in conjunction with Form 10-K of Penril DataComm Networks,
Inc and its wholly-owned subsidiaries for the year ended July 31,
1996, and the Form S-1 of Access Beyond which became effective October
17, 1996. The accompanying condensed consolidated financial
statements reflect all adjustments which are in the opinion of
management, necessary for a fair presentation of the Company's
consolidated financial position as of January 31, 1997 and the results
of operations for the three months and six months ended January 31,
1997 and January 31, 1996. The results of operations for such
periods, however, are not necessarily indicative of the results to be
expected for a full fiscal year.
Certain reclassifications have been made to prior period consolidated
financial statements to conform to the January 31, 1997 presentation.
The Company's policy is to maintain its uninvested cash at minimal
levels. Cash and cash equivalents include highly liquid debt
instruments purchased with a maturity of three months or less.
2. On November 19, 1996 Penril DataComm Networks, Inc. transferred all
of its remote access business assets and liabilities to Access Beyond
as part of its spin-off of Access Beyond. Assets and liabilities
related to the modem business remained with Penril DataComm Networks,
Inc. and Penril became a wholly-owned subsidiary of Bay Networks, Inc.
as part of the Merger Agreement with Bay. Revenues from the modems
prior to the sale of the modem business to Bay was $4.2 million in
fiscal 1997. Under the terms of the Merger Agreement with Bay, assets
and liabilities related to the modem business included the following
at the date of the closing. Dollar amounts are reported in thousands.
<TABLE>
<CAPTION>
November 19,
1996
------------
<S> <C>
Assets
Accounts receivable, net $ 2,685
Inventory, net 2,860
Deferred tax asset 1,700
Other assets 762
-------
8,007
Liabilities
Line of Credit 4,000
Accounts Payable 1,409
Other liabilities 771
-------
6,180
Net assets related to modem business $ 1,827
=======
</TABLE>
5
<PAGE> 6
ACCESS BEYOND, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months
Ended January 31, 1997 and 1996
(unaudited)
3. On October 10, 1996 Penril completed the sale of its wholly-owned
subsidiary Technipower, Inc., for $4.3 million of which $1.5 million
was paid. The remaining $2.75 million is payable, pursuant to the
schedule of payments, on or before May 1997. Technipower, Inc. had
been previously reported as a discontinued operation in the financial
statements of Penril. The proceeds from the sale of Technipower were
transferred to Access Beyond as part of the spin-off of Access Beyond
and a charge of $93,000 was taken for the loss on disposal of
Technipower.
During fiscal 1996, the Board of Directors of Penril decided to sell
Electro-Metrics, Inc. ("EMI"), a wholly owned subsidiary of Penril.
As a result of the decision, EMI was reported as a discontinued
operation in fiscal 1996. In November 1996, EMI became a wholly
owned subsidiary of Access Beyond as part of the spin-off of Access
Beyond.
The following table sets forth the selected financial data of EMI's
discontinued operations (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
January 31, January 31,
--------------------- --------------------
1997 1996 1997 1996
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenues $ 1,127 $ 1,865 $ 2,404 $ 3,293
Income (loss) from operations,
before income taxes (260) 122 (472) 133
</TABLE>
Because the Company expects to retain the tax benefits associated with
the discontinued operation, no income tax benefit has been recorded
for any year.
The loss from operations for the first half of fiscal 1997 was
included in the loss on disposal of discontinued operations in fiscal
1996. An additional loss on disposal of $200,000 was recorded in the
first half of fiscal 1997 to reflect the adjustment to estimated
operating loss through the estimated disposal date.
Net assets of the EMI discontinued operations consist of the following
(in thousands):
<TABLE>
<CAPTION>
January 31, July 31,
1997 1996
----------- --------
<S> <C> <C>
Current assets $4,147 4,960
Current liabilities (978) (1,201)
------ ------
Net current assets 3,169 3,759
Property, plant and equipment, net 435 502
Other non-current tangible assets, net 717 26
------ ------
Net tangible assets 4,321 4,287
Estimated loss on disposal (214) (640)
------ ------
$4,107 $3,647
====== ======
</TABLE>
6
<PAGE> 7
ACCESS BEYOND, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months
Ended January 31, 1997 and 1996
(unaudited)
4. In September, 1996 Penril settled a law suit with Standard Micro
Systems Corp. In October 1996 Penril received $3.5 million in cash
after all related expenses had been paid. The proceeds from this
settlement were transferred to Access Beyond as part of the spin-off
transaction, and reported as Other Income of Access Beyond for the six
months ended January 31, 1997.
5. In the fourth quarter of fiscal 1996, Penril recorded a restructuring
charge of $9.7 million for the write-down of costs in excess of net
assets acquired ($5.0 million), for the write-down of purchased
technology ($1.0 million), and for a provision for the write-down of
inventory ($2.2 million). This charge also included a provision for
employee severance ($400,000) and obligations for leased facilities
($1.0 million). As of January 31, 1997 a provision remained for the
write-down of inventory ($1.9 million) and for obligations for leased
facilities ($1.0 million ).
6. As a result of the merger with Bay Networks, Inc., all of the
outstanding employee and non-employee stock options of Penril became
fully vested and were exercised in fiscal 1997 generating $6.1 million
in cash. All of the cash proceeds generated from the exercise of
stock options which remained as of November 18, 1996 was transferred
to Access Beyond as part of the spin-off transaction.
On March 6, 1997, the stockholders of Access Beyond voted in favor of
adopting the Amended as Restated 1996 Long-Term Incentive Plan and the
Amended as Restated 1996 Non-Employee Directors' Stock Option Plan.
The Amended as Restated 1996 Long-Term Incentive Plan reserves
2,000,000 shares of Access Beyond common stock for issuance under the
plan. The Amended as Restated 1996 Non-Employee Directors' Stock
Option Plan reserves 250,000 shares of Access Beyond common stock for
issuance under the plan.
The Compensation Committee of the Board of Directors of Access Beyond
granted 1,080,000 options to officers and key employees of Access
Beyond at an exercise price of $6.625 and an additional 75,000 options
at an exercise price of $6.75, which was the fair market value of
shares of Common Stock on the dates of grant. All such options vest
at the rate of 30% after one year, 60% after two years and 100% after
three years, subject to acceleration in certain circumstances.
In accordance with the provisions of the 1996 Non-Employee Directors'
Stock Option Plan, each non-employee director was granted 25,000
options on November 18, 1996 at the exercise price of $7.7375, which
was the fair market value of shares of Common Stock on the date of
grant. All such options vest at the rate of 30% after one year, 60%
after two years and 100% after three years, subject to acceleration in
certain circumstances.
7. On November 19, 1996, pursuant to the merger agreement, the line of
credit which Penril had with its principal bank was assumed by Bay
Networks, Inc. As of January 31, 1997, Access Beyond had no
outstanding line of credit with its principal bank.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
As a result of the merger agreement between Penril and Bay Networks,
Inc. ("Bay"), certain assets and liabilities related to the modem business were
transferred to Bay. The assets included $2.6 million in accounts receivables,
$2.8 million in inventory, $1.7 million in deferred tax assets, and $762,000 in
other assets. The liabilities included the $4 million line of credit, $1.4
million in accounts payables, and $625,000 in other liabilities.
On November 19, 1996, Penril completed the spin-off of Access Beyond
and merger with Bay. Prior to the spin-off, Penril received approximately $6.1
million in cash from the exercise of Penril's stock options, approximately $3.5
million in cash from the settlement of the law suit with Standard Micro Systems
Corp., and cash received from the closing of the contract to sell Technipower,
Inc. The cash generated from these non-operating sources was used by Penril
for the expenditures related to the spin-off of Access Beyond and merger with
Bay. These expenditures included legal and accounting fees of approximately
$700,000, investment banker fees of approximately $1.6 million and change of
control payments due to certain officers of Penril of $1.8 million. As part of
the Merger Agreement with Bay, all cash as well as the right to receive an
additional cash from the sale of Technipower was transferred to Access Beyond.
In addition, Access Beyond received $1.5 million in cash pursuant to the
Transitional Services Agreement with Penril.
In fiscal 1996, Penril recorded a restructuring charge of $9.7
million. The reserves remaining at the time of the spin-off were transferred
to Access Beyond. At January 31, 1997 the Company had reserves of $1.9 million
for inventory and $1.0 million for unused leased facilities. The reserve for
unused leased facilities is expected to be liquidated over the remaining life
of the lease with $282,000 due in fiscal 1997, $289,000 due in fiscal 1998 and
$440,000 due after fiscal 1998. Severance payments of approximately $297,000
were paid during the first half of fiscal 1997. As of January 31, 1997, no
additional severance payments related to the restructuring were due.
Contributing to the cash flow during the first six months of fiscal
1997, was a reduction in accounts receivables of $1.2 million (after adjusting
for the transfer of accounts receivables to Bay). This reduction was primarily
due to lower sales volumes from the modems prior to the transfer of the modem
business to Bay.
The Company's program to control inventory resulted in a decrease of
$500,000 in the second quarter of fiscal 1997 (after adjusting for the transfer
of inventory to Bay). In February 1997, Access Beyond completed the agreement
with Hibbing Electronics, Inc. in which Hibbing will begin, as of March 1,
1997, operating at Access Beyond's facility and will assume all expenses for
the board level manufacturing operation, including all facilities and personnel
costs. The Company estimates this will reduce expenses in continuing
operations by approximately $900,000 per quarter.
As a result of the cash received from the merger and spin-off
transactions, accounts payable was reduced $1.9 million (after adjusting for
the transfer of accounts payable to Bay) in the first six months of fiscal
1997.
In March 1997, the Company entered into a definitive agreement to sell
Electro-Metrics, Inc. ( a wholly owned subsidiary which was classified as a
discontinued operation by Penril in fiscal 1996) for $4 million. The Company
expects this transaction to close in April 1997 with payment of $2 million in
cash and the balance due, pursuant to the terms of the contract.
8
<PAGE> 9
RESULTS OF OPERATIONS
As a result of the Merger Agreement with Bay and the spin-off of
Access Beyond, the financial statements of Access Beyond include revenue and
expenses of Penril for the period from August 1, 1996 through November 19,
1996.
REVENUES
For the first six months of fiscal 1997, the Company had revenue of
$11.5 million compared to $17.3 million for the first six months of fiscal
1996. Revenue for the quarter ended January 31, 1997 were $4.6 million
compared to $7.7 million in the second quarter of fiscal 1996. The decline in
revenue was the primarily due to the sale of the modem business to Bay Networks
which closed in second quarter of fiscal 1997. Revenue from modem license fees
also declined from $1.6 million in fiscal 1996 to $500,000 in fiscal 1997.
Revenue from the Company's remote access business increased 17% from the first
quarter of fiscal 1997 to the second quarter of fiscal 1997.
GROSS PROFIT MARGINS
Gross profit margins for the first six months of fiscal 1997 were 31%
compared to 43% for the first six months of fiscal 1996. Gross profit margins
for the second quarter of fiscal 1997 were 28% compared to 35% for the second
quarter of fiscal 1996. The decline in gross profit margins was primarily due
to lower margins on modem products in fiscal 1997 prior to the sale of the
modem business to Bay Networks, and the decline in revenue from license fees.
Gross margins are expected to improve significantly after March 1, 1997 as a
result of the outsourcing of board level manufacturing to Hibbing Electronics,
Inc. For example, if the transfer of the board level manufacturing to Hibbing
had occurred at the beginning of the second quarter of fiscal 1997, gross
profit margins would have been in excess of 50%.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the first six months of fiscal 1997, selling, general and
administrative expenses were $7.3 million compared to $8.7 million for the
first six months of fiscal 1996. Expenses for the quarter ended January 31,
1997 were $2.8 million compared to $4.5 million for the second quarter of
fiscal 1996. The reduction of expenses was primarily the result of the
restructuring of Penril in the fourth quarter of fiscal 1996, and the sale of
the modem business to Bay Networks. The Company is investing significantly in
sales and marketing for the launch of its new products. The Company will
continue to reduce general and administrative expenses.
PRODUCT DEVELOPMENT EXPENSES
For the first six months of fiscal 1997 product development expenses
remained at $3.5 million compared to the same period in the prior fiscal year.
During the second quarter of fiscal 1997 product development expenses decreased
from $1.9 million for the second quarter of fiscal 1996 to $1.5 million. This
decrease in the second quarter was primarily the result of the sale of the
modem business to Bay Networks and the corresponding transfer of modem
engineers to Bay Networks early in the second quarter of fiscal 1997.
MERGER RELATED EXPENSES
As a result of the spin-off of Access Beyond the merger of Penril into
Bay Networks, Inc., the Company paid legal and accounting fees of approximately
$700,000, investment banker fees of $1.6 million and change of control
payments due to certain officers of Penril of $1.8 million.
INTEREST INCOME (EXPENSE)
Interest income for the first six months of fiscal 1997 was $72,000
compared with interest expense of $476,000 in the same period of fiscal 1996.
Interest income for the second quarter of fiscal 1997 was $134,000 compared to
interest
9
<PAGE> 10
expense of $204,000 for the second quarter of fiscal 1996. All cash was
transferred to Access Beyond, Inc. as part of the spin-off transaction. Excess
cash was invested in highly liquid financial instruments with a maturity of
three months or less, resulting in interest income during the first six months
of fiscal 1997.
OTHER INCOME
In September, 1996 Penril settled a law suit with Standard Micro
Systems Corp. In October 1996 Penril received $3.5 million in cash after all
related expenses had been paid. The proceeds from this settlement were
transferred to Access Beyond as part of the spin-off transaction, and reported
as Other Income of Access Beyond for the six months ended January 31, 1997. On
November 19, 1997, pursuant to the merger with Bay Networks, Inc., the Company
signed a transitional services agreement. The Company recognized $480,000
as Other income in the second quarter of fiscal 1997.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
Exhibits
None
Reports on Form 8-K
None
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Access Beyond, Inc.
-------------------
(Registrant)
DATE: June 13, 1997 BY: /s/ Ronald A. Howard
----------------------------------
Ronald A. Howard
Chief Executive Officer and
Chairman of the Board of Directors
DATE: June 13, 1997 BY: /s/ Mark R. Fields
----------------------------------
Mark R. Fields
Acting Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 2,955
<SECURITIES> 0
<RECEIVABLES> 3,228
<ALLOWANCES> 0
<INVENTORY> 6,654
<CURRENT-ASSETS> 20,264
<PP&E> 1,990
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,015
<CURRENT-LIABILITIES> 6,966
<BONDS> 0
0
0
<COMMON> 120
<OTHER-SE> 15,150
<TOTAL-LIABILITY-AND-EQUITY> 23,015
<SALES> 11,508
<TOTAL-REVENUES> 11,508
<CGS> 7,906
<TOTAL-COSTS> 18,720
<OTHER-EXPENSES> (4,017)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (72)
<INCOME-PRETAX> (7,271)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,271)
<DISCONTINUED> (293)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,564)
<EPS-PRIMARY> (0.67)
<EPS-DILUTED> (0.67)
</TABLE>
