<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED OCTOBER 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
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Common Stock, $.01 par value,
12,559,931 shares outstanding
as of December 10, 1997
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ACCESS BEYOND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
For the Three Months Ended October 31,
(in thousands, except per share figures) 1997 1996
- -----------------------------------------------------------------------------------
<S> <C> <C>
Revenue $3,862 $6,915
Cost of Sales 2,497 4,592
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Gross Profit 1,365 2,323
Operating expenses:
Selling, general and administrative 2,218 4,556
Product development 1,325 1,989
Merger related expenses 629 258
- -----------------------------------------------------------------------------------
Total operating expenses 4,172 6,803
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Loss from operations (2,807) (4,480)
Net interest expense and other income 210 3,440
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Loss before discontinued operations (2,597) (1,040)
Loss on disposal of discontinued operations - (93)
- -----------------------------------------------------------------------------------
Net loss ($2,597) ($1,133)
===================================================================================
Net loss per share from continuing operations ($0.21) ($0.09)
Net loss per share from disposal of
discontinued operations $0.00 ($0.01)
===================================================================================
Net loss per share ($0.21) ($0.10)
===================================================================================
Weighted average common shares outstanding 12,495 11,353
===================================================================================
</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.
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ACCESS BEYOND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
October 31, July 31,
(in thousands of dollars) 1997 1997
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ASSETS (unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 147 $ 578
Accounts receivable, net 3,535 3,050
Inventories:
Raw materials 3,234 3,433
Work in process 168 42
Finished goods 2,245 2,203
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Total inventories 5,647 5,678
Other current assets 399 167
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Total Current Assets 9,728 9,473
Property, equipment and technology, net 3,107 3,484
Other assets 763 949
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Total Assets $13,598 $13,906
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowing $ 469 $ -
Obligations under capital leases, current portion 304 287
Accounts payable 5,877 3,458
Accrued expenses 1,557 2,097
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Total current liabilities 8,207 $ 5,842
Obligations under capital leases, long-term portion 373 456
Other noncurrent liabilities 297 297
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Total liabilities 8,877 6,595
Shareholders' Equity
Common Stock, $.01 par value 125 125
Additional paid-in capital 46,414 46,431
Retained earnings (41,803) (39,206)
Accumulated foreign currency translation adjustment (15) (39)
- ----------------------------------------------------------------------------------
Total Shareholders Equity 4,721 7,311
Total Liabilities and Shareholders' Equity $13,598 $13,906
==================================================================================
</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.
<PAGE> 4
ACCESS BEYOND, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
For the three months ended October 31,
(in thousands of dollars) 1997 1996
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<S> <C> <C>
Cash flows from continuing operating activities
Loss from operations ($2,597) ($1,040)
Adjustments to reconcile net loss to net cash
provided by operating activities
Depreciation and amortization 435 445
Other 186 (232)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (485) 1,849
Decrease in inventories 31 100
Increase in other current assets (232) (113)
Increase (decrease) in accounts payable 2,419 (478)
Decrease in other liabilities (540) (349)
- ---------------------------------------------------------------------------------------------------
Net cash (used in) provided by continuing operations (783) 182
Cash flows from discontinued operations
Proceeds from the sale of discontinued operations - 1,591
Loss from discontinued operations - (93)
Non-cash charges and changes in working capital - (813)
Provision for loss on disposal of discontinued
operations - 93
- ---------------------------------------------------------------------------------------------------
Net cash provided by discontinued operations - 778
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Net cash (used in) provided by operations (783) 960
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Cash flows from investing activities
Expenditures for purchased technology (35) -
Expenditures for property equipment and other (23) (145)
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Net cash used in investing activities (58) (145)
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Cash flows from financing activities
Net borrowings under line of credit 469 (560)
Payments on capital lease obligations (66) (86)
Issuance of common stock - 6,124
Other 7 2
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Net cash provided by financing activities 410 5,480
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Cash and cash equivalents at the beginning of the year 578 4,237
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Cash and cash equivalents at the end of the year $147 $10,532
===================================================================================================
</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.
<PAGE> 5
ACCESS BEYOND, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended October 31, 1997 and 1996
(unaudited)
1. SUBSEQUENT EVENT. On November 12, 1997, the Company and several investors
entered into a Preferred Stock Investment Agreement ("Investment Agreement")
pursuant to which the Company agreed to sell to the investors up to 45,000
shares of the Company's 6% Cumulative Convertible Preferred Stock
("Convertible Stock") with a liquidation preference of $1,000 per share, at a
purchase price of $1,000 per share. On November 12, 1997 10,000 shares of the
Convertible Stock were sold for $10 million, and the Company received net
proceeds from the issuance of $9,600,000. The Convertible Stock was sold
pursuant to an exemption from registration under the Securities Act. The
Investment Agreement provides that the remaining up to 35,000 shares of
Convertible Stock will be purchased for up to $35 million promptly following
the closing of the Hayes Merger, provided that no material adverse change
occurs subsequent to November 12, 1997 and subject to certain other
requirements.
2. LINE OF CREDIT. On October 2, 1997, the Company entered into a Loan and
Security Agreement with Foothill Capital Corporation which provides a working
capital facility of up to $3,000,000 with borrowings based on qualified
accounts receivable. Interest accrues at the lender's prime rate plus 1/2%.
The term of the agreement is (2) years. At October 31, 1997, the Company had
borrowings of $469,000.
<PAGE> 6
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL BUSINESS DEVELOPMENTS
On July 29, 1997, the Company entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with Hayes Microcomputer Products, Inc.
("Hayes"). Under the terms of the Merger Agreement, Hayes will be come a wholly
owned subsidiary of the Company and the shareholders of Hayes will own
approximately 79% of the outstanding equity securities of the Company (excluding
options and shares of the Company's common stock issued pursuant to the
conversion of the Company's 6% Cumulative Convertible Preferred Stock). (The
Merger Agreement is more fully described in the Company's Amendment No. 2 to
Form S-4 filed with the SEC on December 10, 1997.)
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of fiscal 1998, the Company entered into a
revolving credit agreement with a Foothill Capital Corporation ("Foothill")
which provides a working capital facility of up to $3,000,000 with borrowings
based on qualified accounts receivable. The agreement expires October 2, 1999.
This facility along with the increase in accounts payable of $2.4 million
contributed to funding the Company's loss from operations for the first quarter
of $2.6 million. At December 12, 1997 the Company had no outstanding borrowings
with Foothill.
In November 1997, the Company sold 10,000 shares 6% Cumulative
Convertible Preferred Stock ("Convertible Stock") with a liquidation preference
of $1,000 per share, at a purchase price of $1,000 per share and received net
proceeds of $9.6 million.
Accounts receivable increased by $485,000 due to the increase in sales
for the quarter compared to the previous quarter. Other liabilities decreased
$540,000 during the first quarter of fiscal 1998 due to reductions in accrued
compensation expenses, accrued legal and accounting expenses, and deferred
revenue.
RESULTS OF OPERATIONS
Revenue for the first quarter of fiscal 1998 was $3.9 million compared to
$2.8 million for the fourth quarter of fiscal 1997. The increase is due to a
significant increase in the sales of the Company's AB1000 and AB2400/4400
product line. Revenue was down compared to the first quarter of fiscal 1997
because of the sale of the modem business to Bay Networks and the subsequent
loss of revenue from modem sales.
Gross profit margin for the first quarter was 35% on revenue of $3.9
million compared to 22% on revenue of $2.8 million for the fourth quarter of
fiscal 1997. Gross profit margin was up slightly from the first quarter of
fiscal 1997.
Selling, general and administrative expenses declined from $2.8 million
in the fourth quarter of fiscal 1997 to $2.2 million in the first quarter of
fiscal 1998. The decrease of $636,000 (22%) was mainly due to management's cost
saving efforts in general and administrative expenses during the first quarter
of fiscal 1998. These expenses declined from $4.6 million for the first quarter
in the prior fiscal year due to the Company's restructuring in the fourth
quarter of fiscal 1996.
Product development expenses declined from $1.5 million in the fourth
quarter of fiscal 1997 to $1.3 million in the first quarter of fiscal 1998.
Product development expenses were also down from $2.0 million for the first
quarter in the prior fiscal year due to the Company's sale of the modem business
to Bay Networks.
Merger related expenses for the first quarter of fiscal 1998 include
legal and accounting fees, and investment banking fees in connections with the
Hayes Merger.
<PAGE> 7
Other Income for the first quarter of fiscal 1998 included $200,000 of
income from the Bay Transitional Services Agreement. In the same period of the
prior fiscal year, Other Income included $3.5 million of income from the
settlement of the lawsuit filed against Standard Microsystems Corp.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company initiated a lawsuit in December 1994 against Network Systems
Corporation ("NSC") for breach of contract, fraudulent inducement and
defamation. The suit is seeking specific performance, compensatory damages of
$2.0 million and punitive damages of $5.0 million. The litigation arises out of
a contract in which the Company agreed to develop certain computer hardware and
software to NSC's specifications. NSC subsequently brought a counterclaim
alleging negligent misrepresentation, fraud and breach of contract by the
Company. NSC is seeking recision of the contract, restitution of monies paid by
NSC to the Company, compensatory damages of $5.0 million and punitive damages in
an unspecified amount. As of December 12, 1997, the Company was in settlement
discussions with NSC.
The Company is involved in other routine litigation. Management believes
none of the litigation will have a material adverse effect on the Company's
financial position or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule for the three months ended October
31, 1997
(b) Reports on Form 8-K
On August 7, 1997 the Company filed a report on Form 8-K which
included a copy of the Agreement and Plan of Reorganization
Agreement and Plan of Reorganization, dated July 29, 1997, between
Access Beyond, Inc. and Hayes Microcomputer Products, Inc. This
report also included a copy of the related press release dated
July 30, 1997.
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\
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: December 15, 1997 BY:/s/Ronald A. Howard
---------------------------------------
Ronald A. Howard
Chief Executive Officer and
Chairman of the Board of Directors
DATE: December 15, 1997 BY:/s/ Mark R. Fields
---------------------------------------
Mark R. Fields
Acting Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JAN-31-1997
<CASH> 147
<SECURITIES> 0
<RECEIVABLES> 3,535
<ALLOWANCES> 0
<INVENTORY> 5,647
<CURRENT-ASSETS> 9,728
<PP&E> 3,107
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,598
<CURRENT-LIABILITIES> 8,207
<BONDS> 0
0
0
<COMMON> 125
<OTHER-SE> 4,596
<TOTAL-LIABILITY-AND-EQUITY> 13,598
<SALES> 3,862
<TOTAL-REVENUES> 3,862
<CGS> 2,497
<TOTAL-COSTS> 4,172
<OTHER-EXPENSES> (210)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,597)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,597)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,597)
<EPS-PRIMARY> (0.21)
<EPS-DILUTED> (0.21)
</TABLE>
