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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): JULY 18, 1996
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BROOKTROUT TECHNOLOGY, INC.
(Exact name of Registrant as specified in charter)
MASSACHUSETTS 0-20698 04-2814792
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
410 FIRST AVENUE, NEEDHAM, MA 02194
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(Address of principal executive offices) (Zip Code)
(617) 449-4100
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(Registrant's telephone number, including area code)
There are 7 pages in this Report, including exhibits.
Page 1 of 7
Exhibit Index Begins on Page 2
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ITEM 5. OTHER EVENTS
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On July 18, 1996, Brooktrout Technology, Inc. (the "Registrant") issued
a press release disclosing its financial results for the quarter ended June 30,
1996 and the year to date. A copy of the press release is included as an
exhibit hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) Financial Statements. Not applicable.
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(b) Pro Forma Financial Information. Not applicable.
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(c) Exhibits.
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99.1 Press release of the Registrant, dated July 18, 1996.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
BROOKTROUT TECHNOLOGY, INC.
Dated: July 19, 1996 By: /s/ Robert C. Leahy
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Robert C. Leahy
Vice President
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Exhibit 99.1
[Logo of Press Release]
FOR IMMEDIATE RELEASE
CONTACT: Bob Leahy
Brooktrout Technology, Inc.
(617)449-4100 x426
BROOKTROUT TECHNOLOGY ANNOUNCES
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RECORD QUARTER
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REVENUES INCREASE 50%
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NET INCOME* UP 84%
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NEEDHAM, Mass., July 18, 1996 -- Brooktrout Technology, Inc. (NASDAQ:
BRKT) today reported that revenues for the second quarter of 1996 increased
50% to $13,445,000 from $8,963,000 for the second quarter of 1995. Net
income in the second quarter of fiscal 1996 (excluding a one time charge
associated with the acquisition of Technically Speaking, Inc. (TSI))
increased 84% to $1,822,000 or $0.18 per share from pro forma net income of
$988,000 or $0.10 per share (after pro forma tax benefit of ($21,000)) for
the same period in 1995.
Revenues for the six months ended June 30, 1996 were $24,745,000
compared to $16,130,000 for the same period in 1995. Net income (excluding
the one time charge) was $2,988,000 or $0.29 per share compared to
$1,651,000 (after a pro forma tax benefit of ($52,000)) or $0.17 per share
for the comparable period in 1995.
* Before non-recurring charges related to an acquisition.
Brooktrout Technology, Inc. - 410 First Avenue - Needham, MA 02194
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[Logo of BROOKTROUT]
T E C H N O L O G Y
Shaping the Future of Fax & Voice
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Brooktrout Announces Q2 Results/Page 2
Net income for the second quarter of 1996, after the one time charge
of $1,236,000 ($0.11 per share after tax) associated with the acquisition
of TSI, was $694,000 or $0.07 per share, compared to $967,000 or $0.10 per
share for the same period in 1995. Net income for the six months ended June
30, 1996, after the one time charge, was $1,860,000 or $0.18 per share
compared to $1,599,000 or $0.16 per share for the same period in 1995.
Historical financial results have been restated to reflect the
Technically Speaking, Inc. acquisition, which was completed in May 1996 as
a pooling-of-interests. Technically Speaking, Inc. is the developer of Show
N Tel, a leading application development tool for enterprise computer
telephony applications. In connection with completion of this acquisition,
the Company recorded a one time charge for merger and integration costs of
$1,236,000 ($0.11 per share after tax).
During the second quarter of 1996, Brooktrout announced several new
software and hardware products for the telecommunications and networking
marketplace. Show N Tel 4.0 for Windows NT is a Windows NT-based
client/server platform for rapid development and deployment of voice, fax
and telephony applications.
The Brooktrout IP/FaxRouter allows companies to send faxes over the
Internet and other data networks and realize significant savings in their
telephone bills. Brooktrout also announced its Basic Rate ISDN-ready TR114
Series Universal Port boards for the growing European ISDN market. The
ISDN-ready TR114 Series eliminates the need to purchase separate ISDN
adapter devices to connect a fax server to an ISDN line.
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Brooktrout Announces Q2 Results/Page 3
Except for historical information contained in this release, there may
be forward-looking statements that do not give full weight to all the
potential risks including, but not limited to, product demand and market
acceptance, rapid changes in technology, the impact of competition and the
integration of acquired companies. Actual results may differ materially.
Additional information concerning those and other factors is contained in
the "Risk Factors" section of the Registration Statement filed with the
Securities and Exchange Commission on June 26, 1996.
Brooktrout Technology, Inc., headquartered in Needham, Massachusetts,
was founded in 1984 and has emerged as a market and technical leader in
delivering high-performance, high-quality fax and voice messaging products
to developers and organizations dependent on electronic information
exchange. Brooktrout's fax and voice processing products, including TR
Series and TruFax fax and voice processing boards, the QuadraFax desktop
platform and the Brooktrout IP/FaxRouter, are used by over 300 leading
independent service bureaus and telecommunications companies as well as
hundreds of corporations, small businesses and other organizations
worldwide. An industry pioneer, Brooktrout was the first company to
introduce multi-channel fax boards, the first to combine fax and voice
processing on a single board and the first to provide fax application
development tools under UNIX. The Company holds U.S. patents on
fax-on-demand document retrieval and the use of direct inward dialing
telephone service with fax message systems.
TruFax is a registered trademark and TR114, Universal Port, QuadraFax and
Brooktrout are trademarks of Brooktrout Technology, Inc. All other
trademarks are the property of their respective owners.
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Brooktrout Announces Q2 Results/Page 4
BROOKTROUT TECHNOLOGY, INC.
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands, except per share data)
<CAPTION>
Quarter Ended Year to Date
June 30, 1996 June 30, 1995 June 30, 1996 June 30, 1995
<S> <C> <C> <C> <C>
Revenues $13,445 $8,963 $24,745 $16,130
Cost and Expenses:
Cost of product sold 5,708 4,258 10,805 7,752
Research and development 1,692 1,150 3,248 2,150
Selling, general and admin. 3,254 2,139 6,238 3,946
Acquisition related charges 1,236 0 1,236 0
Income from operations 1,555 1,416 3,218 2,282
Interest income/expense - net 246 204 509 419
Income before income tax provision 1,801 1,620 3,727 2,701
Income tax provision 1,107 653 1,867 1,102
Net income $ 694 $ 967 $ 1,860 $ 1,599
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Reported net income $ 694 $ 967 $ 1,860 $ 1,599
Non-recurring acqusition related charges 1,236 0 1,236 0
Tax effect of acquisition charges (108) 0 (108) 0
Pro forma tax benefit on TSI income 0 (21) 0 (52)
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Pro forma net income $ 1,822 $ 988 $ 2,988 $ 1,651
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Pro forma net income per common share $ 0.18 $ 0.10 $ 0.29 $ 0.17
Net income per common share $ 0.07 $ 0.10 $ 0.18 $ 0.16
Weighted average number
of common and common equivalent
shares outstanding 10,362 9,984 10,458 9,927
</TABLE>
<TABLE>
SELECTED CONSOLIDATED BALANCE SHEET DATA
(unaudited, in thousands)
<CAPTION>
June 30, 1996 December 31, 1995
<S> <C> <C>
Cash & equivalents $16,683 $14,230
Marketable securities 7,262 7,924
Accounts receivable 6,116 6,097
Inventory 5,836 3,878
Deferred tax asset 628 454
Other current assets 361 366
Equipment and furniture - net 2,971 1,033
Other assets 596 599
Current liabilities 11,963 8,126
Stockholders' equity 28,381 26,445
</TABLE>
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