<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-20698
BROOKTROUT TECHNOLOGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2814792
------------- ----------
(State or other (I.R.S. employer
jurisdiction of identification
incorporation or number)
organization)
410 First Avenue
Needham, Massachusetts 02194
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number
including area code: (617) 449-4100
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
----- -----
As of May 1, 1997, 10,698,490 shares of Common Stock, $.01 par value per
share, were outstanding.
Page 1 of 13 pages
Exhibit Index Appears on Page 12
<PAGE> 2
BROOKTROUT TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
March 31, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Income for
the Three Months Ended March 31, 1997 and
March 31, 1996 4
Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 1997
and March 31, 1996 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Three Months Ended March 31, 1997 and 1996 8
Liquidity and Capital Resources 9
PART II OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 6. Exhibits 10
Signatures 11
Exhibit Index 12
<PAGE> 3
BROOKTROUT TECHNOLOGY, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---- ----
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents ................................... $32,549 $30,738
Marketable securities .................................. 7,788 8,976
Accounts receivable (less allowance for doubtful
accounts of $572 in 1997 and $524 in 1996) ........... 7,613 7,107
Inventory .............................................. 5,873 5,504
Other current assets ................................... 1,340 1,625
------- -------
TOTAL CURRENT ASSETS ............................. 55,163 53,950
------- -------
Equipment and furniture:
Computer equipment ..................................... 3,144 2,822
Furniture and office equipment ......................... 3,046 2,476
------- -------
Total ................................................ 6,190 5,298
Less accumulated depreciation and amortization ....... (1,681) (1,438)
------- -------
EQUIPMENT AND FURNITURE - NET ........................ 4,509 3,860
Investment and other assets .............................. 549 556
------- -------
TOTAL ............................................ $60,221 $58,366
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accruals .................... $ 9,026 $ 8,342
Accrued compensation and commission .................... 1,620 1,996
Accrued income taxes ................................... 177 204
------- -------
TOTAL CURRENT LIABILITIES ............................ 10,823 10,542
------- -------
Deferred rent ............................................ 241 232
Stockholders' equity:
Common stock, $.01 par value; authorized,
25,000,000 shares; issued and outstanding
10,686,352 shares in 1997 and 10,683,352 in 1996 ..... 107 107
Additional paid-in capital ............................. 31,792 31,785
Unrealized losses on marketable securities ............. (10) (8)
Retained earnings ...................................... 17,268 15,708
------- -------
STOCKHOLDERS' EQUITY ................................... 49,157 47,592
------- -------
TOTAL .................................................. $60,221 $58,366
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 4
BROOKTROUT TECHNOLOGY, INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------
1997 1996
---------- ----------
<S> <C> <C>
REVENUE .............................................. $15,070 $11,300
Cost and expenses:
Cost of product sold ............................... 6,522 5,097
Research and development ........................... 2,366 1,556
Selling, general and administrative ................ 4,065 2,984
------- -------
Total cost and expenses ........................ 12,953 9,637
------- -------
INCOME FROM OPERATIONS ............................... 2,117 1,663
Interest income, net ................................. 441 263
------- -------
Income before income tax provision ................... 2,558 1,926
Income tax provision ................................. 998 760
------- -------
NET INCOME ........................................... $ 1,560 $ 1,166
======= =======
NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE .... $ 0.14 $ 0.11
======= =======
Weighted average number of common and
common equivalent shares outstanding ............... 11,400 10,554
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 5
BROOKTROUT TECHNOLOGY, INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1997 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................. $ 1,560 $ 1,166
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization ................... 243 106
Amortization of net premium (discount) on
marketable securities .......................... (20) 9
Increase (decrease) in cash from:
Accounts receivable ........................ (506) 421
Inventory .................................. (369) (468)
Other current assets ....................... 285 (146)
Accounts payable and accrued expenses ...... 290 770
------- -------
Cash provided by
operating activities ............... 1,483 1,858
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for equipment and furniture ............... (885) (1,803)
Purchases of marketable securities ..................... (804) (296)
Maturities and sales of marketable securities .......... 2,010 591
------- -------
Cash provided by
investing activities ............... 321 (1,508)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock ................ 7 232
Distributions to stockholders .......................... -- (12)
Repayment of long-term debt ............................ -- (6)
------- -------
Cash provided by
financing activities ............... 7 214
------- -------
INCREASE IN CASH AND EQUIVALENTS .............................. 1,811 564
CASH AND EQUIVALENTS, BEGINNING OF PERIOD ..................... 30,738 14,230
------- -------
CASH AND EQUIVALENTS, END OF PERIOD ........................... $32,549 $14,794
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE> 6
BROOKTROUT TECHNOLOGY, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
1. Basis of Presentation
The accompanying unaudited condensed consolidated 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 the Company's 1996 Annual Reports on Form 10K and to the audited
supplemental consolidated financial statements included in the Company's
registration statement on Form S-3 dated August 6, 1996.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements have been prepared on the same basis as the
audited consolidated 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.
2. Net income per share
Net income per common and per common equivalent share are computed using
the weighted average number of common and dilutive common equivalent shares
outstanding during the period, using the provisions of Accounting Principles
Board Opinion No. 15, "Earnings per Share." Dilutive common equivalent shares
represent shares issuable upon exercise of stock options, calculated using the
treasury stock method.
In March 1997, the Financial Accounting Standards Board released Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share," which
the Company will adopt in the fourth quarter of 1997. Had SFAS No. 128 been
effective for the quarters ended March 31, 1997 and 1996, reported earnings per
share on a pro forma basis would have been as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------
1997 1996
----- -----
<S> <C> <C>
Basic....................................... $0.15 $0.12
Diluted..................................... 0.14 0.11
</TABLE>
<PAGE> 7
3. Inventory
Inventory is carried at the lower of cost (first-in, first-out basis) or
market and consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---- ----
<S> <C> <C>
Raw materials .................. $3,858,000 $3,740,000
Work in process ................ 1,059,000 1,104,000
Finished goods ................. 956,000 660,000
---------- ----------
Total ...................... $5,873,000 $5,504,000
========== ==========
</TABLE>
4. Major Customers
One customer accounted for approximately 35% and 26% of net revenue for the
three months ended March 31, 1997 and 1996, respectively.
5. Marketable Securities
Marketable securities consist mainly of U.S. government securities
purchased with remaining maturities in excess of three months.
The amortized cost of these securities at March 31, 1997 was $7,799,000.
Net unrealized holding losses of $10,500 were comprised of unrealized gains of
$2,100 and unrealized losses of $12,600 at March 31, 1997.
6. Income Taxes
A reconciliation of the statutory federal rate to the effective rate is as
follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1997 1996
---- ----
<S> <C> <C>
Statutory tax rate ..................... 35% 35%
State taxes, net of federal benefit .... 4 4
--- ---
Effective tax rate ..................... 39% 39%
=== ===
</TABLE>
7. International Sales
International sales, principally exported from the United States, accounted
for approximately 20% and 18% of revenue for the three months ended March 31,
1997 and 1996, respectively.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1997 and 1996
Revenue during the three months ended March 31, 1997 increased by
approximately 33% to $15,070,000, up from $11,300,000 during the three months
ended March 31, 1996. This growth was primarily attributable to increased
shipments of OEM voice systems and TR Series products. The Company's voice mail
business for the quarter was bolstered by shipments of a new integrated voice
mail system. Increased sales from the TR Series products reflect the growth in
the enhanced fax system market segment and the local area network/fax market
segment served by the Company.
Cost of product sold was $6,522,000, or 43% of revenue, during the three
months ended March 31, 1997, compared to $5,097,000, or 45% of revenue, for the
same period in 1996. Gross profit percentage was approximately 57% and 55% for
the three months ended March 31, 1997 and 1996, respectively. The increase in
gross profit percentage is the result of cost reduction efforts on the TR Series
products partially offset by price decreases on OEM voice systems.
Research and development expense was $2,366,000, or 16% of revenue,
compared with $1,556,000, or 14% of revenue, for the three months ended March
31, 1997 and 1996, respectively. The increase reflects the Company's continuing
development efforts for its TR Series product family and computer telephony
development tools, as well as fax and OEM systems development. The Company
intends to continue to commit significant resources to product development and
expects that research and development expenditures will be approximately 15% of
revenue for the foreseeable future.
Selling, general and administrative expense was $4,065,000 during the
three months ended March 31, 1997, compared with $2,984,000 during the same
period in 1996. This higher expense level resulted from increased staffing,
promotional activities and travel expenses. As a percentage of revenue, selling,
general and administrative expense for the first quarter of 1997 was 27% of
revenue, compared with 26% for the first quarter of 1996.
For the three months ended March 31, 1997, interest and other income was
$441,000, compared with $263,000 for the same period in 1996.
The Company's effective tax rate, adjusted for significant permanent or
other differences occurring within a quarter, was 39% in 1997 and 1996, based on
the Company's estimated effective tax rate for the full year.
<PAGE> 9
Liquidity and Capital Resources
For the three months ended March 31, 1997, the Company funded its
operations principally through operating revenue. In July 1996, the Company
renewed its working capital line of credit. Under the renewed line of credit,
the Company may borrow up to $7,500,000 on an unsecured basis, all of which may
be used for issuance of letters of credit, subject to compliance with certain
covenants. The line of credit will expire in July 1997 and at that time any
outstanding balances would be payable in full. Any amounts borrowed under the
line would be subject to interest at the bank's prime rate. At March 31, 1997
there were no commitments outstanding on letters of credit; no borrowings have
been made during any period presented.
The Company's working capital increased from $43.4 million at December 31,
1996 to $44.3 million at March 31, 1997. The increase was attributable, in part,
to higher cash balances and investments, accounts receivable and inventory
balances combined with lower accrued compensation and commission balances. These
increases were partially offset by higher accounts payable, customer deposits
and accrued warranty cost balances together with lower prepaid expense balances.
The Company's aggregate cash, cash equivalents and marketable securities
position increased as a result of cash flows from operations, maturities of
marketable securities, increases in accounts payable and accrued expenses and
decreases in prepaid expenses. The increase in cash was offset by purchases of
marketable securities, equipment, furniture and inventory and an increase in
accounts receivable.
During the first three months of 1997, the Company invested approximately
$885,000 in capital equipment. The Company currently has no material commitments
for additional capital expenditures.
The Company anticipates that cash flows from operations, together with
current cash and marketable securities balances and funds available under the
Company's line of credit, will be sufficient to meet the Company's working
capital and capital equipment expenditure requirements for the foreseeable
future.
Recent Accounting Pronouncements
In March 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share," which
will be effective during the fourth quarter of 1997. SFAS No. 128 will require
the Company to restate all previously reported earnings per share information to
conform with the new pronouncement's requirements.
<PAGE> 10
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Items 2. through 5.
None
Item 6. Exhibits
(a) Exhibits
11. Computation of earnings per share
<PAGE> 11
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.
BROOKTROUT TECHNOLOGY, INC.
Date: May 12, 1997 By:
-----------------------------------------
Eric R. Giler
President
(Principal Executive Officer)
Date: May 12, 1997 By:
---------------------------------------
Robert C. Leahy
Vice President of Finance and
Operations and Treasurer
(Principal Financial and Accounting Officer)
<PAGE> 12
EXHIBIT INDEX
Sequentially
Exhibit Number Exhibit Numbered Page
11 Computation of Earnings
Per Share
-For the three months ended 13
March 31, 1997 and 1996
<PAGE> 1
Exhibit 11
BROOKTROUT TECHNOLOGY, INC.
COMPUTATION OF INCOME PER COMMON SHARE
(In thousands, except per share data, unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
------- -------
<S> <C> <C>
Primary Income Per Share:
Weighted average number of common and
common equivalent shares outstanding
Common Stock ............................... 10,686 9,701
Common equivalent shares
resulting from options ................... 714 853
------- -------
Total ................................ 11,400 10,554
======= =======
Net income ..................................... $ 1,560 $ 1,166
======= =======
Net income per common share .................... $ 0.14 $ 0.11
======= =======
Fully Diluted Income Per Share:
Weighted average number of common and
common equivalent shares outstanding
Common stock ............................... 10,686 9,701
Common equivalent shares
resulting from options ................... 714 969
------- -------
Total ................................ 11,400 10,670
======= =======
Net income ..................................... $ 1,560 $ 1,166
======= =======
Net income per common share .................... $ 0.14 $ 0.11
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BROOKTROUT
TECHNOLOGY, INC.'S CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME
FOR THE PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH BROOKTROUT TECHNOLOGY, INC.'S 10-Q FOR THE PERIOD ENDED MARCH
31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 32,549
<SECURITIES> 7,788
<RECEIVABLES> 7,613
<ALLOWANCES> 572
<INVENTORY> 5,873
<CURRENT-ASSETS> 55,163
<PP&E> 6,190
<DEPRECIATION> 1,681
<TOTAL-ASSETS> 60,221
<CURRENT-LIABILITIES> 10,823
<BONDS> 0
0
0
<COMMON> 107
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 60,221
<SALES> 15,070
<TOTAL-REVENUES> 15,070
<CGS> 6,522
<TOTAL-COSTS> 6,522
<OTHER-EXPENSES> 6,431
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,558
<INCOME-TAX> 998
<INCOME-CONTINUING> 1,560
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,560
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
