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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-2
(Amendment No. 2)
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): JUNE 30, 1997
BROOKTROUT TECHNOLOGY, INC.
(Exact name of Registrant as specified in charter)
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MASSACHUSETTS 0-20698 04-2814792
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
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410 FIRST AVENUE, NEEDHAM, MA 02194
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(Address of principal executive offices) (Zip Code)
(781) 449-4100
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(Registrant's telephone number, including area code)
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TABLE OF CONTENTS
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Page
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Item 2. Acquisition of Assets 1
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits 1
Signature 2
Financial Information
Condensed Consolidated Financial Statements of Business Acquired
Unaudited Condensed Consolidated Statements of Income of Netaccess, Inc.
for the Nine Months Ended June 30, 1997 and June 30, 1996 F-1
Unaudited Condensed Consolidated Statements of Cash Flows of Netaccess,
Inc. for the Nine Months Ended June 30, 1997 and June 30, 1996 F-2
Notes to Unaudited Condensed Consolidated Financial Statements F-3
Pro Forma Financial Information
Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 1996 P-1
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Item 2. ACQUISITION OF ASSETS
On June 30, 1997, Brooktrout Technology, Inc. (the "Registrant")
entered into and closed a definitive agreement to acquire substantially all of
the assets and assume certain specific liabilities of Netaccess, Inc., a
Delaware corporation ("Netaccess"), for approximately $11 million in cash.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The financial statements listed below and included herein supplement
and, to the extent previously filed, replace the financial statements previously
filed with the Registrant's Form 8-K/A filed on September 15, 1997.
The financial statements, as required by Item 7, are herein provided
for Netaccess, Inc. Netaccess, Inc. was acquired by the Company on June 30,
1997, as described in the Company's Form 8-K dated July 15, 1997, which is
hereby incorporated by reference.
Audited financial statements of Netaccess, Inc. as of and for the year
ended September 30, 1996 were previously provided in the Company's Form 8-K/A
dated September 15, 1997, which is incorporated herein by reference.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Condensed Consolidated Statements of Income of Netaccess for
the Nine Months Ended June 30, 1997 and June 30, 1996.
Condensed Consolidated Statements of Cash Flows of Netaccess
for the Nine Months Ended June 30, 1997 and June 30, 1996.
Notes to Unaudited Condensed Consolidated Financial
Statements.
(b) PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated
financial statement is filed with this report:
Pro Forma Condensed Consolidated Statement of Operations for
the Year Ended December 31, 1996
A pro forma condensed consolidated balance sheet is not required as the
transactions noted above are reflected in the balance sheet filed in the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
(c) EXHIBITS.
None.
1
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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 signed on its behalf by the
undersigned thereunto duly authorized.
BROOKTROUT TECHNOLOGY, INC.
Date: September 19, 1997 By: /s/ Robert C. Leahy
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Robert C. Leahy
Vice President of Finance and
Operations and Treasurer
(Principal Financial and
Accounting Officer)
2
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NETACCESS, INC.
Unaudited Condensed Consolidated Statements of Operations
(In thousands, except per share data)
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Nine Months Ended June 30,
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1997 1996
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REVENUE ........................................... $13,618 $17,271
Cost and expenses:
Cost of product sold ............................ 8,607 9,098
Research and development ........................ 2,368 2,383
Selling, general and administrative ............. 4,314 4,956
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Total cost and expenses ..................... 15,289 16,437
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INCOME (LOSS) FROM OPERATIONS ..................... (1,671) 834
Interest expense, net ............................. (3) (9)
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Income (loss) before income tax provision
(benefit) ....................................... (1,674) 825
Income tax provision (benefit) .................... (492) 264
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NET INCOME (LOSS) ................................. $(1,182) $ 561
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See notes to condensed consolidated financial statements.
F-1
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NETACCESS, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)
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Nine Months Ended
June 30,
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1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ......................................... $(1,182) $ 561
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization ........................ 599 328
Increase (decrease) in cash from:
Accounts receivable .............................. 2,683 (4,496)
Inventory ........................................ 491 (1,374)
Other current assets ............................. 3,502 1,234
Accounts payable and accrued expenses ............ (1,228) (674)
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Cash provided by (used in) operating
activities ................................... 4,865 (4,421)
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for equipment and furniture .................. (637) (246)
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Cash provided by (used in) investing
activities ................................... (637) (246)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Due to/from Xircom, Inc. .................................. (4,026) 4,080
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Cash provided by (used in) financing
activities ................................... (4,026) 4,080
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INCREASE (DECREASE) IN CASH AND EQUIVALENTS .................... 202 (587)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD ...................... 127 615
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CASH AND EQUIVALENTS, END OF PERIOD ............................ $ 329 $ 28
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See notes to condensed consolidated financial statements.
F-2
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NETACCESS, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Basis of Presentation
On June 30, 1997, Netaccess, Inc. (the "Company") was acquired by
Brooktrout Technology, Inc. ("Brooktrout"), which was accounted for under the
purchase method of accounting.
The accompanying unaudited condensed financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission regarding interim financial reporting. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles and should be read in conjunction with the
audited consolidated financial statements incorporated by reference in or
included in Brooktrout's Form 8-K/A filed September 15, 1997.
In the opinion of management, the accompanying unaudited condensed
financial statements have been prepared on the same basis as the audited
financial statements and include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the interim periods
presented.
The operating results for the interim periods presented are not necessarily
indicative of the results which could be expected for the full year.
An unaudited condensed balance sheet has not been provided, as the balances
of the Company are included in the unaudited condensed consolidated balance
sheet of Brooktrout, presented in Brooktrout's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1997.
F-3
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UNAUDITED PRO FORMA CONDENSED COMBINING INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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Pro forma
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Brooktrout Netaccess Adjustments Combined
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Revenue $58,827 $26,116 $84,943
Cost and expenses:
Cost of product sold 26,059 14,865 $ 303 (3)(4) 41,227
Research and development 7,175 3,337 10,512
Selling, general and administrative 13,666 6,772 20,438
Acquisition related costs 1,236 1,236
Write-off of goodwill and other
intangible assets -- 4,338 (4,338)(6) --
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Total cost and expenses 48,136 29,312 (4,035) 73,413
Income (loss) from operations 10,691 (3,196) 4,035 11,530
Other income: 1,282 6 1,288
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Income (loss) before income tax
provision (benefit) 11,973 (3,190) 4,035 12,818
Income tax provision (benefit) 5,108 (77) 404 (5) 5,435
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Net income (loss) $ 6,865 ($3,113) $ 3.631 $ 7,383
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Income per common share $ 0.63 $ 0.68
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Weighted average number of common and
common equivalent shares outstanding 10,901 10,901
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