ACCESS CORP
10-Q/A, 1996-08-30
COMPUTER PERIPHERAL EQUIPMENT, NEC
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This form has been amended to update the MD&A

                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.   20549
                              
                          FORM 10-QA
                              
[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 
For Quarterly Period Ended July 31, 1996

                             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 2-33108

                     ACCESS CORPORATION
   (Exact name of registrant as specified in its charter)

          Ohio                                    31-0673364
  --------------------------------------        ---------------------------
(State or other jurisdiction of incorporation)   (I.R.S.Employer Id Number)


4350 Glendale-Milford Road, Suite 250, Cincinnati, Ohio     45242-3700
- --------------------------------------------------------   -------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number including area code (513)786-8350

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
such filing requirements for the past 90 days.

                              YES  X    NO 
                                  -----     -------

Indicate the number of shares outstanding of each of the
issuer's classes of common shares, as of  July 31, 1996.
Common Stock, no par value:  4,865,559 shares.







<PAGE>


PART I. FINANCIAL INFORMATION                          
                                         ACCESS CORPORATION
                                           BALANCE SHEETS
                                               ASSETS         
                                                       
                                       July 31,    April 30,
                                         1996        1996
CURRENT ASSETS:                                        
                                                       
  Cash                              $ 1,773,715   $ 2,071,772
  Accounts Receivable, Less 
   Allowances for Doubtful Accounts             
   of $328,612 in July 1996 and                                     
   $189,685 in April 1996              1,947,553    1,890,673 
  Inventories                                          
    Raw Materials and Purchase Parts      54,283       64,553
    Work - in - Process                   97,715      102,900
    Finished Goods                        18,307       21,057
                                        ---------   -----------            
                                         170,305      188,510
                                                       
Prepaid Expenses                         133,740      106,283
Deferred Income Tax Benefit              112,000      112,000
    TOTAL CURRENT ASSETS               ----------   -----------           
                                       4,137,313    4,369,238
                                                       
EQUIPMENT AND LEASEHOLD IMPROVEMENTS                   
  Computer Hardware & Software         1,475,810    1,449,310
  Machinery and Equipment                503,337      503,337
  Office and Service Equipment           371,195      364,492
  Leasehold Improvements                  13,405       13,405
  Tools, Dies and Fixtures               115,013      115,013
                                      -----------  -----------               
                                       2,478,760    2,445,557
  Less Accumulated Depreciation       (2,219,527)  (2,187,785)
                                     ------------  -----------                
                                         259,233      257,772
                                                       
COMPUTER SOFTWARE COSTS                  900,497    1,068,923
                                                       
DEFERRED INCOME TAX BENEFIT              545,700      545,700
                                      -----------  ------------
     TOTAL ASSETS                     $5,842,743   $6,241,633
                                                       
                                                       
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

<PAGE>
                                       ACCESS CORPORATION
                                         BALANCE SHEETS
                              LIABILITIES AND STOCKHOLDERS' EQUITY
                                                           
                                                           
                                                           
                                     July 31,     April 30,
CURRENT LIABILITIES                    1996         1996       
                                    ----------    ----------
  Accounts Payable                  $ 213,509     $ 285,703
  Accrued Salaries, Wages and                              
   Commissions                        141,829       367,282
  Accrued Taxes                        24,660        22,400
  Accrued Warranty Expense              4,500           -
  Capital Leases - Current             11,900        19,599
  Other Accrued Liabilities            94,101        49,385
  Accrued Royalty                     388,720       291,192
  Advances from Customers             300,400       408,460
                                     ----------  ------------
TOTAL CURRENT LIABILITIES           1,179,619     1,444,021
                                                           
PREPAID MAINTENANCE CONTRACT REVENUE  614,246       609,078
                                                           
                                                           
                                                           
MANDATORILY REDEEMABLE PREFERRED                           
STOCK                               1,500,000     1,500,000
   Accrued Preferred Dividends        102,510       102,510
                                                           
STOCKHOLDERS' EQUITY                                       
  Capital Stock                                            
    Common Stock, No Par Value,                            
    Authorized 8,000,000 Shares, 
    Issued and Outstanding
    4,881,829 Shares                  488,183       488,183               
  Additional Paid-In Capital       10,657,652    10,657,652
  Deficit from April 1, 1985       (8,684,084)   (8,544,428)
  16,270 Common Stock Shares In                            
    Treasury, at Cost                 (15,383)      (15,383)
                                          
                                 --------------  ------------- 
  TOTAL STOCKHOLDERS' EQUITY        2,446,368     2,586,024
                                                           
TOTAL LIABILITIES AND 
STOCKHOLDERS'EQUITY                 5,842,743     6,241,633
                                                           
                                                           
                                                           
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

<PAGE>

                    ACCESS CORPORATION                                          
                                                            
                 STATEMENT OF OPERATIONS
                                                            
                                                            
                                              
                                            Three Months Ended
                                                        
                                               July 31,
                                            1996      1995
REVENUE                                                     
  System Sales                           $ 593,969    216,061
  Service & Service Depot                1,081,382  1,141,210
                                        ----------- ----------
       Total                             1,675,351  1,357,271
                                                            
COST OF REVENUE                                             
System Sales, exclusive of amortization                   
  shown seperatly below                    323,411    151,598
Service & Service Depot                    670,838    607,853
                                         ----------  ---------                 
       Total                               994,249    759,451
                                                            
GROSS PROFIT BEFORE AMORTIZATION           681,102    597,820
                                                            
AMORTIZATION OF COMPUTER SOFTWARE COST     168,426    168,426
                                                            
GROSS PROFIT                               512,676    429,394
                                                            
Sales and Administrative                   612,725    337,758
Engineering, Research and Development       60,315    109,289
                                          ---------  ---------
  Total Costs and Expenses                 673,040    447,047
                                                            
LOSS FROM OPERATIONS                      (160,364)   (17,653)
                                                            
OTHER INCOME (EXPENSE)                                      
  Interest Income                           21,835     12,414
  Other Income                                 (31)        66
  Interest Expense                          (1,032)    (2,176)
  Other                                        (65)    (7,723)
                                          ----------  ---------                
NET LOSS BEFORE INCOME TAXES              (139,657)   (15,072)
                                                            
INCOME TAXES                                    -        -
                                                            
NET LOSS                                  (139,657)   (15,072)
                                                            
PREFERRED DIVIDEND                              -        -
                                                            
LOSS APPLICABLE TO COMMON SHARES         $(139,657)  $(15,072)
                                                            
PER COMMON SHARE AND COMMON SHARE                           
EQUIVALENTS
  Net loss                                 $ (0.03)   $ (0.00)
                                                            
SEE NOTES TO CONDENSED FINANCIAL                            
STATEMENTS


<PAGE>
                                             ACCESS CORPORATION
                                           STATEMENTS OF CASH FLOW
                                                          
                                                          
                                                  
                                             Three Months Ended
                                                  July 31,
                                              1996          1995
CASH FLOW FROM:                                           
OPERATING ACTIVITIES                                      
    Net  (Loss)                            $(139,657)     $(15,072)
    Adjustments to Reconcile Net Earnings                 
      To Net Cash Used in Operations:                     
            Depreciation                      31,742        33,760
            Amortization                     168,426       168,426
            Deferred Income Tax                   -            -
           (Gain) Loss on Sale of Fixed                   
              Asset                               -          7,377
            Changes in Assets and Liabilities
              Accounts Receivable            (56,880)      291,313
              Inventories                     18,205       (33,846)
              Prepaid Expenses               (27,457)      (83,210)
              Accounts Payable               (72,194)      132,895
              Accrued Liabilities           (173,977)      (65,516)
              Accrued Royalties               97,528          (749)
              Advances From Customers       (108,060)        8,223 
              Prepaid Maintenance Contract 
                Revenue                        5,169        63,715
                                           ------------   -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES   (257,155)      507,316
                                                
                                                          
INVESTING ACTIVITIES:                                     
    Capital Additions                        (33,203)      (12,045)
    Acquisition of business, net of cash                  
       received                                  -        (148,629)
                                            -----------   ------------
    NET CASH (USED IN) INVESTING                          
      ACTIVITIES                             (33,203)     (160,674)
                                                          
FINANCING ACTIVITIES-Payments on Capital                  
Leases
    Payments on Capital Leases                (7,699)       (13,508)
                                           -------------   -----------         
                                              (7,699)       (13,508)
                                                          
NET CHANGE IN CASH                          (298,057)       333,134
                                                
                                                          
CASH,  Beginning of the Year               2,071,772        883,487
                                                
                                          -------------   -------------
CASH, July  31, 1996 and 1995             $1,773,715     $1,216,621
                                                          
                                                          
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS

<PAGE>


                     ACCESS CORPORATION
           NOTES TO CONDENSED FINANCIAL STATEMENTS
                        JULY 31, 1996
                              
                              
NOTE A - Condensed Financial Statements

The condensed balance sheet as of July 31, 1996, the
condensed statement of earnings for the three month
periods ended July 31, 1996 and 1995, and the condensed
statements of cash flows for the three month periods ended
July 31, 1996 and 1995, have been prepared by the Company
without audit.  These financial statements reflect all
adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim
periods presented.  All adjustments made during the quarter
ended July  31, 1996 are of a normal recurring nature.

Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted.
It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes
thereto included in the Company's annual report on Form 10-K
for the year ended April 30, 1996.  The results of
operations for the period, ended July 31, 1996 are not
necessarily indicative of the operating results for the full
year.


<PAGE>


 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                             AND
                    RESULTS OF OPERATIONS
                              
RESULTS OF OPERATIONS:

The Company has two primary lines of business.  Over the
years the Company has built a substantial, continuing field
maintenance service business.  This business services, on a
nationwide basis, hardware and, on a national and
international basis, software for the Company's installed
base of customers and third parties.  The Company is also a
leader in the sale of Electronic Document Management Systems
(EDMS) software systems.  In this line of business, the
Company develops and markets software solutions for its
customers' technical processes.  EDMS has the potential for
substantial growth in revenue and profits in that it serves
a potentially large, worldwide market opportunity.

Fiscal year 1997 first quarter revenue of $1.7 million was
up $318,100 (23%) compared with the first quarter of fiscal
1996.  Service revenue of $1.1 million decreased $59,800
(5%) compared with the first quarter of fiscal 1996. This
decrease in revenue occurred in Hardware Service as the
result of the loss of  micrographic product lines being
replaced with current technology.  EDMS revenue of $594,000
increased $377,900 (175%) compared with the first quarter of
fiscal 1996. The major contributor of this increase was due
to the acquisition of CimSoft Incorporated on July 31, 1995.


The Company's current backlog of orders is $2.05 million
compared to $2.07 million at the end of the three months
ended July 31, 1995.  Current EDMS backlog of $497,000  is
53%  lower than that at the same date last year.  This
decrease in backlog is the result of the Company delivering
a majority of its UNIX  orders and cancellation of a large
AS/400 systems order over the past year.   Service backlog
of $1.6 million was 54% higher at July 31, 1996 compared
with July 31, 1995.  This increase in backlog was due to the
increase in orders for Cimage software support, which the
company began selling with the acquisition of CimSoft Inc.
on July 31, 1995.  This Service backlog is expected to be
delivered within the next twelve months.

Gross Margin for the first quarter ended July 31, 1996 of
31% was the same as that of that for the comparable
period in fiscal 1996. EDMS gross margin before amortization
for the first quarter of fiscal 1997 was 46%, which was an
increase from the first quarter of fiscal 1996 level of 29%.
EDMS gross margin after amortization was 17% , compared to
(49%) for the same period last year. In the first quarter of
fiscal 1996 the Company sold a substantial amount of low
margin hardware as well as an increase in third party
hardware support. Service gross margin of 38% for the period
ended July 31, 1996 decreased from 47% for the period ended
July 31, 1995. This decrease in gross margin is the result
of the CimSoft acquisition. The Cimage software maintenance
requires the Company to pay a royalty to the proprietor of
the Cimage software.

Selling and administrative expenses of  $351,200 for the
first quarter of fiscal 1997 were $243,500 (226%) higher
than the first quarter of fiscal 1996. Selling expenses
increased due to the additional sales personnel and the
acquisition of a sales office in California which Access acquired
with the purchase of CimSoft. The Company will continue to grow
the sales operation to take advantage of the sales
opportunities resulting from acquiring the exclusive distribution rights in
North America for the Cimage product line.  Administrative expenses of
$261,500  have increased  $35,400 due to the spending for Business
Development. This expense funds outside activity in the search for
attractive acquisition candidates.

Engineering, research and development expenses are incurred
for maintaining, upgrading and developing new products.  The
first quarter expense for engineering, research and
development of $60,300 decreased $46,400 (43%) from the
first quarter of last fiscal year.  This decrease is
primarily due to the fact that more time is being spent on
inventory projects versus development projects, as well as
decreases in expenses for depreciation and occupancy
charges. In fiscal 1996, the Company reported the over/under
absorption for Installations Management/ Professional
Services as a cost to Research and Development. In fiscal 1997
the over/under absorption of this department will be charge to
cost of sales.

Interest income for the first quarter ended July 31, 1996
was $20,803  compared with $10,238 for the first quarter
ended July 31, 1995.  Interest income for fiscal 1997 and
1996 was primarily the interest received on cash being
invested in short term investments.

LIQUIDITY AND CAPITAL RESOURCES

During the first three months of fiscal 1997, the Company
decreased its cash balance by $298,100 leaving $1,773,700 in cash.
The Company incurred a loss of $140,000 which was offset by non-cash charges
for amortization and depreciation of $168,400 and $31,700, respectively.
This resulted in a positive operating cash of $60,100.  The Company
invested $40,900 for capital and capital leases which resulted in a net
cash flow from operations of $19,200.  The Company reduced accrued wages
and customer advances $170,500 and $108,100, respectively.

Accrued Royalties increased $97,500 since April 30, 1996.
The major contributor for this increase was the accrual of
royalties to Cimage Enterprise Systems for software sold in
Fiscal 1997.

On large customer orders there are provisions for progress
payments to be made by customers based on predetermined
events.  These advances decreased approximately  $108,100
since April 30, 1996.

Working capital on July 31, 1996 was approximately
$2,957,700, which is $327,500 higher than the April 30, 1996
level.  This primarily was the result of reductions in
accruals for wages, royalties and prepaid expenses.

The Company's operations are structured so that revenues
from its ongoing service business, in combination with the
sale of new Cimage , AS/400 and UNIX products are expected
to provide the cash flow required in excess of that required
to maintain the Company's operations.



<PAGE>
  
 
                         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 CORPORATION

Date:  August  30, 1996  /s/ Newton D. Baker
                         -------------------------
                         Newton D. Baker
                         Executive Vice President

Date:  August  30, 1996  /s/ Barbara A. Sommer        
                         -------------------------
                         Barbara A. Sommer
                         Assistant Treasurer & Chief Accounting Officer




<PAGE>
 

                         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 CORPORATION

Date:  August 30, 1996   NEWTON D. BAKER
                         -----------------------------
                         Newton D. Baker
                         Executive Vice President

Date:  August  30, 1996  BARBARA A. SOMMER
                         ------------------------------
                         Barbara A. Sommer
                         Assistant Treasurer & Chief Accounting Officer



<PAGE>
 

                        EXHIBIT INDEX
                              
(11) Statement re-computation of per share earnings

          (a)  The calculation of net earnings per common
share and common share equivalent for three month periods
ended July 31, 1996 and 1995 is attached as Exhibit 11(a).
















































<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-1997
<PERIOD-END>                               JUL-31-1996
<CASH>                                       1,773,715
<SECURITIES>                                         0
<RECEIVABLES>                                1,947,553
<ALLOWANCES>                                   328,612
<INVENTORY>                                    170,305
<CURRENT-ASSETS>                             4,137,313
<PP&E>                                       2,478,760
<DEPRECIATION>                             (2,219,527)
<TOTAL-ASSETS>                               5,842,743
<CURRENT-LIABILITIES>                        1,179,619
<BONDS>                                              0
                        1,500,000
                                          0
<COMMON>                                       488,183
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 5,842,743
<SALES>                                      1,675,351
<TOTAL-REVENUES>                             1,675,351
<CGS>                                          994,249
<TOTAL-COSTS>                                1,162,675
<OTHER-EXPENSES>                                20,707
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,032
<INCOME-PRETAX>                              (139,657)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (139,657)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (139,657)
<EPS-PRIMARY>                                   (0.03)
<EPS-DILUTED>                                   (0.03)
        

</TABLE>

                                                   Exhibit 11(a)
                                                                         
                ACCESS CORPORATION
   CALCULATION OF NET EARNINGS PER COMMON SHARE 
           AND COMMON SHARE EQUIVALENT
                                                                         
                                                                         
                                            Three Months Ended
                                                 July 31,
                                             1996         1995               
                                                                         
NET EARNINGS APPLICABLE TO COMMON SHARES                                 
AND COMMON SHARE EQUIVALENTS:                                              
       Net Earnings                       $(139,657)    $(15,072)
                                                
                                                                         
       Preferred Dividend                       -            -
                                                                         
       Net Earnings Applicable to Common                                 
       Shares and Common Share 
       Equivalents                        $(139,657)    $(15,072)
                                                
                                                                         
CALCULATION OF PRIMARY NET EARNINGS PER                                  
  COMMON SHARE AND COMMON SHARE                                          
  EQUIVALENTS:
       Average Number of Common Shares                                   
       and Common Share Equivalents 
       Outstanding                        4,865,559    4,865,559
                                                                         
PRIMARY NET EARNINGS PER COMMON SHARE AND                                
  COMMON SHARE EQUIVALENT:                                               
     Net Earnings per Common Share and                                   
     Common Share Equivalents after 
     Discontinued Operations               $ (0.03)     $ (0.00)
                                                                         
                                                                         
    a)  Common Share Equivalents have not been included as their inclusion 
        would be anti-dilutive or dilution is less than 3%
                                       
                                                                         




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