<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------------------
Date of Report (Date of earliest event reported): JUNE 30, L997
-------------
BROOKTROUT TECHNOLOGY, INC.
(Exact name of Registrant as specified in charter)
<TABLE>
<S> <C> <C>
MASSACHUSETTS 0-20698 04-2814792
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
</TABLE>
410 FIRST AVENUE, NEEDHAM, MA 02194
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(781) 449-4100
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
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 specified liabilities of Netaccess, Inc., a
Delaware corporation ("Netaccess"), for approximately $11 million in cash.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
------------------------------------------------------------------
(a) Financial Statements of Business Acquired.
-----------------------------------------
Balance sheet of NetAccess as of September 30, l996 and
related statements of income, shareholders' equity and cash
flows for the year then ended, audited by Ernest & Young LLP.
(b) Pro Forma Financial Information.
-------------------------------
Pro Forma Condensed Consolidated Income Statements for the
year ended December 31, 1996 and the six months ended June 30,
l997.
Pursuant to Section B(3) of the General Instructions to Form
8-K and Rule 12(b)(2)'s definition of "Previously Reported,"
the required pro forma balance sheet has not been provided and
is incorporated by reference to Item 1 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
l997.
(c) Exhibits.
--------
Exhibit 23.1 - CONSENT OF ERNST & YOUNG LLP, INDEPENDENT
AUDITORS.
<PAGE> 3
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: September 15, l997 By: /s/ Robert C. Leahy
------------------------------
Robert C. Leahy
Vice President
<PAGE> 4
NETACCESS, INC.
FINANCIAL STATEMENTS
YEAR ENDED SEPTEMBER 30, 1996
WITH REPORT OF INDEPENDENT AUDITORS
F-1
<PAGE> 5
Report of Ernst & Young LLP, Independent Auditors
The Board of Directors of Xircom, Inc.
We have audited the accompanying balance sheet of Netaccess, Inc. (a
wholly owned subsidiary of Xircom, Inc.) as of September 30, 1996, and the
related statement of income, shareholder's equity and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Netaccess, Inc. at
September 30, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/ERNST & YOUNG LLP
Woodland Hills, California
June 19, 1997
F-2
<PAGE> 6
NETACCESS, INC.
<TABLE>
INCOME STATEMENT
YEAR ENDED SEPTEMBER 30, 1996
(In thousands)
<CAPTION>
<S> <C>
Net sales $26,116
Cost of sales 14,865
- --------------------------------------------------------------------------------
Gross profit 11,251
Operating expenses:
Research and development 3,337
Sales and marketing 4,039
General and administrative 2,733
Write-off of goodwill and other intangible assets 4,338
- --------------------------------------------------------------------------------
Total operating expenses 14,447
Operating loss (3,196)
Other income, net 6
- --------------------------------------------------------------------------------
Loss before income taxes (3,190)
Income tax benefit (77)
- --------------------------------------------------------------------------------
Net loss $(3,113)
================================================================================
</TABLE>
F-3
<PAGE> 7
NETACCESS, INC.
<TABLE>
BALANCE SHEET
SEPTEMBER 30, 1996
(In thousands, except share and per share information)
<CAPTION>
<S> <C>
ASSETS
Current assets:
Cash $ 127
Accounts receivable, net of allowances for sales returns
of $395 and uncollectible accounts of $60 6,663
Inventories 3,745
Deferred income taxes 1,841
Other current assets 129
- --------------------------------------------------------------------------------
Total current assets 12,505
Equipment and improvements, net 1,825
Deferred income taxes 1,590
Other assets 60
- --------------------------------------------------------------------------------
Total assets $ 15,980
================================================================================
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 2,432
Accrued liabilities 857
Due to Xircom, Inc. 9,708
- --------------------------------------------------------------------------------
Total current liabilities $ 12,997
Commitments and contingencies
Shareholder's equity:
Common stock, $1 par value, 1,000 shares authorized;
100 shares issued and outstanding -
Paid-in capital 49,390
Accumulated deficit (46,407)
- --------------------------------------------------------------------------------
Total shareholder's equity 2,983
- --------------------------------------------------------------------------------
Total liabilities and shareholder's equity $ 15,980
================================================================================
</TABLE>
F-4
<PAGE> 8
NETACCESS, INC.
<TABLE>
STATEMENT OF SHAREHOLDER'S EQUITY
<CAPTION>
Common Stock
---------------- Accumulated
(in thousands) Shares Amount Paid In Capital Deficit Total
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1995 - $ - $49,390 $(43,294) $ 6,096
Net Loss - - - (3,113) (3,113)
- ----------------------------------------------------------------------------------------
Balance at September 30, 1996 - $ - $49,390 $(46,407) $ 2,983
========================================================================================
</TABLE>
F-5
<PAGE> 9
NETACCESS, INC.
<TABLE>
STATEMENT OF CASH FLOWS
YEAR ENDED SEPTEMBER 30, 1996
(In thousands)
<CAPTION>
<S> <C>
OPERATING ACTIVITIES
Net loss $(3,113)
Adjustments to reconcile net loss to net cash used in operating activities:
Write-off of goodwill and other intangible assets 4,338
Depreciation and amortization 2,062
Deferred income taxes (931)
Loss on disposal of equipment 16
Changes in assets and liabilities:
Accounts receivable (4,716)
Inventories (2,375)
Other current assets 10
Accounts payable and accrued liabilities 278
- --------------------------------------------------------------------------------------------------------
Net cash used in operating activities (4,431)
INVESTING ACTIVITIES
Purchases of equipment and improvements (1,319)
Proceeds from sales of equipment 44
Other 6
- --------------------------------------------------------------------------------------------------------
Net cash used in investing activities (1,269)
FINANCING ACTIVITIES
Due to Xircom, Inc. 5,294
Repayment of long-term obligations (82)
- --------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 5,212
Net decrease in cash (488)
Cash at beginning of period 615
- --------------------------------------------------------------------------------------------------------
Cash at end of period $ 127
========================================================================================================
</TABLE>
F-6
<PAGE> 10
NETACCESS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE ONE: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION. The accompanying financial statements include
the accounts of Netaccess, Inc. ("Netaccess" or "the Company"). The Company is a
wholly-owned subsidiary of Xircom, Inc. ("Xircom"). The Company sells digital
and analog remote access server products to original equipment manufacturers and
through two-tier distribution channels.
The accompanying financial statements do not necessarily reflect the
results of operations or financial position that would have existed had
Netaccess been an independent company. Xircom provides certain accounting,
finance, legal and information system services, tax compliance and planning
reviews, risk management and other corporate services to Netaccess. The
estimated cost of these services has been included in the financial statements
of the Company.
The multi-port modem business was operated by Xircom during the 1996
fiscal year but such business was transferred to Netaccess beginning with the
1997 fiscal year. In order to present the Netaccess business on a basis
consistent with its current operations, the accompanying financial statements
are presented inclusive of the results of operations of the multi-port modem
business as if it was operated by Netaccess during the 1996 fiscal year. Revenue
and cost of sales from the multi-port modem business was approximately
$1,213,000 and $1,602,000, respectively, during the 1996 fiscal year.
CONCENTRATION OF CREDIT RISK. The Company makes periodic evaluations of
the creditworthiness of its customers and generally does not require collateral.
To date, the Company has not experienced any material bad debts or collection
problems. As of September 30, 1996, three customers accounted for a total of 58%
of total trade receivables.
INVENTORIES. Inventories are carried at the lower of cost (determined
on a first-in, first-out basis) or market.
PROPERTY AND EQUIPMENT. Equipment and improvements are stated at cost.
Depreciation and amortization is provided using the straight-line method over
the estimated useful lives of the assets, ranging from two to seven years.
Leasehold improvements are amortized using the straight-line method over the
term of the related lease or the useful life of the asset, whichever is shorter.
INTANGIBLE ASSETS. In fiscal 1996, the Company wrote-off its goodwill
and other intangible assets of $4,338,000. See Note Nine.
REVENUE RECOGNITION. The Company recognizes revenue from product sales
when shipped.
F-7
<PAGE> 11
OEM product warranties generally range from six months to two years. End user
products have a five year hardware warranty and a 90 day software warranty. The
Company provides telephone support to purchasers of its products as needed to
assist them in installation or use of the products. Provisions for these costs
are made in the period of sale. The Company also has policies and/or contractual
agreements which permit distributors and dealers to return products under
certain circumstances. The Company makes a provision for the estimated amount of
product returns that may occur under these programs and contracts in the period
of sale.
RESEARCH AND DEVELOPMENT. Research and development costs are expensed
as incurred.
LICENSING AGREEMENTS. The Company has entered into agreements with
third parties to license software and hardware that is incorporated into or sold
with certain of the Company's products. Royalties associated with such licenses
are accrued and expensed as cost of goods sold when the products are shipped.
ADVERTISING COSTS. The Company expenses advertising costs as incurred.
Advertising expense totaled approximately $90,000 for fiscal 1996.
USE OF ESTIMATES. The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. The industry in which the Company operates is
characterized by rapid technological change and short product life cycles. As a
result, estimates are required to provide for product returns, product
obsolescence and warranty returns. Historically, actual amounts recorded have
not varied significantly from estimated amounts. In addition, estimates are
required to record the cost of certain services provided to the Company by
Xircom. Actual results may differ, however, from those estimates, although
management does not believe that any differences would materially affect the
Company's financial position or reported results.
NOTE TWO: INVENTORIES
Inventories as of September 30, 1996 consist of the following (in
thousands):
<TABLE>
<S> <C>
Finished goods $ 724
Sub-assemblies 323
Work-in-process 1,359
Component parts 1,339
- --------------------------------------------------------------------------------
Total $3,745
================================================================================
</TABLE>
F-8
<PAGE> 12
NOTE THREE: EQUIPMENT AND IMPROVEMENTS
Equipment and improvements as of September 30, 1996 consist of the
following (in thousands):
<TABLE>
<S> <C>
Equipment $1,823
Furniture and fixtures 327
Leasehold improvements 476
- --------------------------------------------------------------------------------
2,626
Less accumulated depreciation and amortization (801)
- --------------------------------------------------------------------------------
Total $1,825
================================================================================
</TABLE>
NOTE FOUR: INCOME TAXES
Netaccess is included in Xircom's consolidated Federal income tax
return and files separate state income tax returns in New Hampshire. Under a tax
sharing agreement with Xircom, Netaccess deferred tax assets are expected to be
recoverable against the expected future taxable earnings of the Company or
Xircom. The income tax benefit for fiscal 1996, which was computed as if
Netaccess filed a separate income tax return, includes the following (in
thousands):
<TABLE>
<S> <C>
Current:
Federal $ 50
State 99
- --------------------------------------------------------------------------------
149
Deferred:
Federal (157)
State (69)
- --------------------------------------------------------------------------------
Total $ (77)
</TABLE>
Significant components of the Company's deferred tax assets and liabilities as
of September 30, 1996 are as follows (in thousands):
<TABLE>
<S> <C>
Book reserves not deductible for tax $ 616
Net operating loss carry forward and credit 2,705
Other 156
- --------------------------------------------------------------------------------
Total deferred tax asset 3,477
- --------------------------------------------------------------------------------
Tax depreciation in excess of book (46)
- --------------------------------------------------------------------------------
Total deferred tax liabilities (46)
- --------------------------------------------------------------------------------
Net deferred tax asset $3,431
================================================================================
</TABLE>
At September 30, 1996 the Company has net operating loss carry forwards
for federal tax purposes of approximately $5,600,000 which expire during the
period 2003 through 2009. The
F-9
<PAGE> 13
amount of the federal net operating loss that may be used to offset taxable
income and income taxes in future years are subject to certain change in
ownership and pre-acquisition loss limitations.
A reconciliation of the benefit for income taxes for fiscal 1996 with
the tax benefit computed by applying the 35% federal statutory tax rate is as
follows (in thousands):
<TABLE>
<S> <C>
Computed expected tax benefit $(1,117)
Goodwill and other permanent differences 155
Write-off of goodwill 865
State income taxes 20
- --------------------------------------------------------------------------------
Total $ (77)
</TABLE>
NOTE FIVE: EMPLOYEE BENEFIT PLAN
The Company maintains a defined contribution 401(k) plan under which
its U.S. employees are eligible to participate. Participants may make, within
certain limitations, voluntary contributions based upon a percentage of their
compensation. The Company makes matching contributions based on a participant's
contribution up to a specified maximum dollar amount. Participants are
immediately vested in the Company's contributions. Company contributions were
approximately $19,000 for fiscal 1996.
NOTE SIX: RELATED PARTY TRANSACTIONS
The amount due to Xircom as of September 30, 1996 represents the net of
various transactions between Netaccess and Xircom. The Company participates in
Xircom's central cash management program, wherein all the Company's cash
receipts and disbursements are remitted to or funded by Xircom. The Company is
also charged its share of the current portion of Xircom's consolidated federal
income tax liability, and certain administrative and other expenses incurred by
Xircom on behalf of the Company. It is Xircom's policy to charge these expenses
and all other central operating costs, on the basis of direct usage when
identifiable or allocated based on management's estimate of the expenses that
would have been incurred had the Company been operating on a stand alone basis.
In the opinion of management, this method of allocation is reasonable. The
estimated cost of these services for fiscal 1996 was $480,000, which has been
included in general and administrative expenses in the accompanying income
statement.
F-10
<PAGE> 14
A summary of account activity affecting the amount Due to Xircom, Inc.
for the 1996 fiscal year is as follows (in thousands):
<TABLE>
<S> <C>
Balance at beginning of year $ 4,414
Cash disbursements in excess of cash receipts 4,665
Share of Xircom's current federal income tax liability 149
Allocation of administrative expenses 480
- --------------------------------------------------------------------------------
Balance at end of year $ 9,708
================================================================================
Average balance during the year $ 7,061
================================================================================
</TABLE>
There are no terms of settlement or interest charges associated with
the account balance. Outstanding amounts due upon closing of the transaction
discussed in Note Nine will be contributed to capital.
NOTE SEVEN: COMMITMENTS AND CONTINGENCIES
The Company leases its facilities and certain equipment under operating
leases expiring on various dates through 2000. Rent expense was approximately
$307,000 for fiscal 1996. As of September 30, 1996, the minimum future rental
payments under all noncancelable operating leases for facilities and equipment
are as follows (in thousands):
<TABLE>
<CAPTION>
Fiscal year
- --------------------------------------------------------------------------------
<S> <C>
1997 $197
1998 174
1999 144
2000 137
2001 -
- --------------------------------------------------------------------------------
$652
================================================================================
</TABLE>
The Company has one license agreement which requires payment of a
specified amount of per unit royalties based on sales of certain products. The
agreement does not specify volume minimums, and is in effect as long as the
technology is incorporated into the Company's products. Royalties under this
agreement were approximately $9,000 for fiscal 1996.
The Company is involved in certain claims and legal proceedings which
arise in the normal course of business. Management does not believe that the
outcome of any of these matters will have a material adverse effect on the
Company's consolidated financial position, results of operations or cash flows.
F-11
<PAGE> 15
NOTE EIGHT: SIGNIFICANT CUSTOMERS AND GEOGRAPHIC
INFORMATION
The Company operates in one industry segment: the design, development,
manufacture, marketing and support of computer network connectivity products.
Net sales to unaffiliated customers by the Company was approximately
$24,835,000, $1,160,000 and $121,000 in the United States, Europe and Asia,
respectively, in the 1996 fiscal year. Total export sales (sales to unaffiliated
foreign entities) were approximately $1,281,000 in the 1996 fiscal year. Sales
to customers in excess of 10% of total sales for the 1996 fiscal year were 39%
to Customer A and 16% to Customer B.
NOTE NINE: SUBSEQUENT EVENTS
During the first quarter of fiscal 1997, sales to Customer A declined
significantly due to the customer developing the product internally. Sales to
this customer are not expected to be significant during the remainder of the
1997 fiscal year.
On April 14, 1997, Xircom announced its intention to divest Netaccess.
On May 13, 1997, a letter of intent was executed for the sale of substantially
all of the assets of the Company. Based on the expected proceeds of this
transaction, the carrying value of goodwill and other intangible assets is not
recoverable and, accordingly, such amounts have been written-off in the
accompanying financial statements.
F-12
<PAGE> 16
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS OF BROOKTROUT TECHNOLOGY, INC.
The following unaudited pro forma condensed consolidated financial
statements of Brooktrout Technology, Inc. ("Brooktrout") consist of
unaudited pro forma condensed income statements for the year ended
December 31, l996 and for the six months ended June 30, l997, together
with the related notes thereto. Such pro forma financial statements
have been prepared to give effect to the acquisition by Brooktrout of
certain assets and liabilities of NetAccess, Inc. ("NetAccess") on June
30, l997. Pursuant to Section B(3) of the General Instructions to Form
8-K and Rule 12(b)(2)'s definition of "Previously Reported," the
required pro forma balance sheet has not been provided and is
incorporated by reference to Item 1 of the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, l997.
In connection with such acquisition, Brooktrout recorded a charge of
approximately $3.7 million, representing the portion of the purchase
price for NetAccess allocated to research and development in process.
The acquisition has been accounted for using the purchase method of
accounting. The pro forma results of operations are not necessarily
indicative of the results of future operations or the actual results
that would have occurred had the acquisition of NetAccess been
consummated at the beginning of the periods indicated.
These unaudited pro forma consolidated financial statements should be
read in conjunction with the audited consolidated financial statements
filed under Part (a) of this Item 1 of this Form 8-K/A.
F-13
<PAGE> 17
<TABLE>
Unaudited Pro Forma Condensed Combining Income Statement
For the Year-Ended December 31, l996
(In thousands, except per share data)
<CAPTION>
Pro Forma
--------------------------------
Brooktrout NetAccess Adjustments Combined
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
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 4,338 (4,338)(6)
------- ------- ------- -------
Total costs and expenses 48,136 29,312 (4,035) 73,413
Income from operations 10,691 (3,196) 4,035 11,530
Other Income: 1,282 6 1,288
------- ------- -------
Income before income tax provision (benefit) 11,973 (3,190) 4,035 12,818
Income tax provision (benefit) 5,108 (1,276) 1,603 (5) 5,435
------- ------- ------- -------
Net income (loss) $ 6,865 $(1,914) $ 2,432 $ 7,383
======= ======= ======= =======
Income per common share $ 0.63 $ 0.68
======= =======
Weighted average number of common
and common equivalent shares outstanding 10,901 10,901
======= =======
</TABLE>
F-14
<PAGE> 18
<TABLE>
Unaudited Pro Forma Condensed Combining Income Statement
For the Six Months Ended June 30, l997
(In thousands, except per share data)
<CAPTION>
Pro Forma
--------------------------------
Brooktrout NetAccess Adjustments Combined
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue $29,795 $10, 498 $40,293
Cost and expenses:
Cost of product sold 13,065 5,865 $ 252 (3)(4) 19,182
Research and development 5,290 1,647 6,937
Selling, general and administrative 8,513 2,605 11,118
Acquired research and development 3,746 (3,746)(2)
------- ------- -------
Total cost and expenses 30,614 10,117 (3,494) 37,237
Income from operations (819) 381 3,494 3,056
Other income (expense) 922 (3) 919
------- -------- -------
Income before Income tax provision 103 378 3,494 3,975
Income tax provision 18 165 1,407 (5) 1,590
------- -------- ------- -------
Net income $ 85 $ 213 $ 2,087 $ 2,385
======= ======== ======= =======
Income per common share $ 0.01 $ 0.21
======= =======
Weighted average number of common
and common equivalent shares outstanding 11,326 11,326
======= =======
</TABLE>
F-15
<PAGE> 19
BROOKTROUT TECHNOLOGY, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited pro forma condensed financial statements are presented
for illustrative purposes only and do not give effect to any synergies
which could be expected to occur due to the integration of Brooktrout
and NetAccess' operations. Such pro forma financial statements have
been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission regarding the preparation of pro forma
financial statements. Pursuant to Section B(3) of the General
Instructions to Form 8-K and Rule 12(b)(2)'s definition of "Previously
Reported," the required pro forma balance sheet has not been provided
and is incorporated by reference to Item 1 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, l997.
2. The acquisition of the assets and liabilities of NetAccess has been
accounted for using the purchase price method of accounting. In
addition, in accordance with generally accepted accounting principles,
the portion of the purchase price allocable to research and development
projects of NetAccess still in progress was expensed at the
consummation of the acquisition on June 30, l997. The amount of this
one-time charge aggregated approximately $3.7 million (approximately
$2.3 million net of tax). Since this charge was directly related to the
acquisition and will not recur, the pro forma financial statements have
been prepared excluding this charge.
3. Represents the amount of the purchase price allocated to finished goods
inventory and work-in-process. Such amounts are expected to be
amortized to cost of product sold over a three to four month period.
4. Represents amortization of the amounts allocated to acquired technology
and other intangible assets. Such amounts will be amortized to expense
over their expected useful lives of three years.
5. Represents the tax effect of the pro forma adjustments made, including
initial reversal of the tax provision (benefit) recorded by NetAccess.
6. Represents the reversal of adjustments made by NetAccess to adjust the
carrying value of its assets to net realizable value in anticipation of
sale. Such adjustment would not have been recorded by Brooktrout as it
related to the seller's carrying value. Accordingly, this amount has
been excluded from the pro forma financial statements.
F-16
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the use of our report dated June 19, 1997 with respect to the
financial statements of Netaccess, Inc. for the year ended September 30, 1996,
included in the Brooktrout Technology, Inc. Form 8-K/A dated June 30, 1997, and
to the incorporation by reference of such report in the Brooktrout Technology,
Inc. Registration Statements (Form S-8 No. 33-55708) pertaining to the 1992
Stock Purchase Plan, (Form S-8 No. 33-55900) pertaining to the 1992 Stock
Incentive Plan, the 1984 Incentive Stock Option Plan and the Consultants Plan,
(Form S-8 No.'s 33-85264 and 333-12313) pertaining to the 1992 Stock Incentive
Plan, and (Form S-3 No. 333-13351) for the registration of 114,254 shares of
common stock.
ERNST & YOUNG LLP
Los Angeles, California
September 12, 1997
