<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTER ENDED JANUARY 31, 1996
Commission File No. 1-7886
PENRIL DATACOMM NETWORKS, INC.
A Delaware Corporation
IRS Employer Identification No. 34-1028216
1300 Quince Orchard Blvd., Gaithersburg, Maryland 20878
Telephone - (301) 417-0552
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 and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Common Stock, $.01 par value,
10,078,202 shares outstanding
as of March 8, 1996
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
January 31, July 31,
1996 1995
------------ ----------
CURRENT ASSETS (unaudited) (audited)
Cash $ 522 $ 1,087
Accounts receivable, net 9,183 14,766
Inventories-
Raw materials 8,500 6,930
Work in process 2,165 1,458
Finished goods 5,314 5,692
------- -------
15,979 14,080
Deferred income taxes 1,700 1,700
Net assets of discontinued operations 2,236 1,376
Other current assets 574 803
------- -------
TOTAL CURRENT ASSETS 30,194 33,812
Property, equipment and technology, net 2,848 3,122
Excess of cost over net assets acquired, net 5,322 5,689
Other assets 2,155 2,509
-------- --------
TOTAL ASSETS $ 40,519 $ 45,132
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowing $ 4,335 $ 5,095
Current portion of long-term debt 2,322 5,164
Accounts payable 6,360 8,673
Deferred revenue -- 1,245
Other accrued expenses 2,175 1,973
------- -------
TOTAL CURRENT LIABILITIES 15,192 22,150
Long-term debt, net of current portion 400 517
Other noncurrent liabilities 738 742
------- -------
TOTAL LIABILITIES 16,330 23,409
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value 93 76
Additional paid-in capital 30,454 22,384
Retained earnings (6,140) (677)
Equity adjustments (218) (60)
------- -------
TOTAL SHAREHOLDERS' EQUITY 24,189 21,723
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 40,519 $ 45,132
======== ========
See notes to condensed consolidated financial statements.
<PAGE>
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share amounts)
Three Months Ended Six Months Ended
January 31, January 31,
1996 1995 1996 1995
------ ------- ------- -------
NET REVENUES FROM
CONTINUING OPERATIONS $ 9,556 $ 14,326 $ 20,640 $ 28,882
COSTS AND EXPENSES
Cost of revenues 6,107 7,812 11,842 15,522
Selling, general and administrative 4,907 4,925 9,575 9,966
Product development and engineering 2,037 2,166 3,847 4,285
Amortization of cost over
net assets acquired 184 212 367 424
------- ------- ------- -------
13,235 15,115 25,631 30,197
OPERATING LOSS (3,679) (789) (4,991) (1,315)
------- ------- ------- -------
OTHER EXPENSE
Interest expense (204) (278) (476) (534)
Other income(expense), net 6 (3) 4 (79)
------- ------- ------- -------
(198) (281) (472) (613)
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES (3,877) (1,070) (5,463) (1,928)
Benefit from income taxes -- 284 -- 528
------- ------- ------- -------
NET LOSS FROM
CONTINUING OPERATIONS $ (3,877) $ (786) $ (5,463) $ (1,400)
Loss from Discontinued Operations
net of income taxes -- (352) -- (712)
------- ------- ------- -------
NET LOSS $ (3,877) $ (1,138) $ (5,463) $ (2,112)
======= ======= ======= =======
Net income (loss) per common and
equivalent share
Continuing operations $ (.42) $ (.10) $ (.65) $ (.19)
Discontinued operations -- (.05) -- (.09)
------- ------- ------- -------
$ (.42) $ (.15) $ (.65) $ (.28)
======= ======= ======= =======
Shares used in per share calculation 9,196 7,499 8,380 7,473
======== ======= ======= =======
See notes to condensed consolidated financial statements.
<PAGE>
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
For the Six
Months Ended January 31,
1996 1995
-------- --------
CASH FLOWS FROM CONTINUING OPERATIONS
Net loss from operations $ (5,463) $ (1,400)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 1,902 2,329
Benefit for income tax -- (528)
Other (423) (178)
Decrease in accounts receivable 5,583 1,058
Increase in inventories (1,899) (465)
Decrease (increase) in other current assets 229 (105)
Increase (decrease) in accounts payable (2,313) 963
Decrease in other current liabilities (1,043) (405)
------ ------
Net cash provided by (used in) continuing operations (3,427) 1,269
CASH FLOWS FROM DISCONTINUED OPERATIONS
Loss from discontinued operations (632) (712)
Non-cash charges and changes in working capital (228) 280
------ ------
Net cash used in discontinued operations (860) (432)
------ ------
Net cash provided by (used in) operations (4,287) 837
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for property and equipment (488) (1,064)
------ ------
Net cash used in investing activities (488) (1,064)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under line of credit (760) 1,900
Payments on long-term debt (2,958) (1,473)
Issuance of common stock 8,087 132
Other (159) 105
------ ------
Net cash provided by financing activities 4,210 664
CASH AT THE BEGINNING OF THE PERIOD 1,087 995
------ ------
CASH AT THE END OF THE PERIOD $ 522 $ 1,432
======= =======
See notes to condensed consolidated financial statements.
<PAGE>
PENRIL DATACOMM NETWORKS, INC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months
Ended January 31, 1996 and 1995
1. The accompanying condensed consolidated financial statements, which should
be read in conjunction with the Annual Report on Form 10-K/A for the fiscal
year ended July 31, 1995, apply to the Company and its wholly-owned
subsidiaries and reflect all adjustments which are, in the opinion of
management, necessary for a fair presentation of the Company's consolidated
financial position as of January 31, 1996 and the results of operations for
the six months ended January 31, 1996 and 1995. The results of operations
for such periods, however, are not necessarily indicative of the results to
be expected for a full fiscal year.
Certain reclassifications have been made to prior period consolidated
financial statements to conform to the January 31, 1996 presentation.
The Company's policy is to maintain its uninvested cash at minimal levels.
Cash and cash equivalents include highly liquid debt instruments purchased
with a maturity of three months or less.
2. On September 22, 1995, the Company issued an aggregate of 1,465,000 shares
of its unregistered common stock to Pequot Partners Fund, L.P., Pequot
Endowment Fund, L.P and Pequot International Fund, Inc. (collectively the
"Investors") for $7,325,000 in a private transaction. As required by the
Purchase Agreement between the Investors and the Company, a shelf
registration was filed with the Securities and Exchange Commission which
became effective on February 28, 1996. See footnote 9 to the financial
statements of the Company's Annual Report on form 10-K/A for details of the
transaction. In addition, on October 5, 1995, the Company completed the
sale of 50,000 shares of its unregistered common stock to Cramer Partners,
L.P. for $250,000.
In the third quarter of fiscal year 1996, the Company anticipates
completion of a second private placement through the issuance of its
unregistered common stock which the Company estimates will generate
approximately $10 million. As of February 28, 1996 approximately half of
that financing has been completed.
3. Previously reported financial statements have been restated to reflect the
Company's wholly-owned subsidiary, Technipower, Inc ("Technipower") as a
discontinued operation. The following is a summary of operating
information for Technipower(in thousands):
Three Months Ended Six Months Ended
January 31, January 31,
1996 1995 1996 1995
------ ------ ------ ------
Revenues 1,132 932 1,867 1,760
Loss from operations
before income taxes (210) (352) (632) (712)
Because the Company expects to retain the tax benefits associated with the
discontinued operation, no income tax benefit has been recorded for any
year.
The loss from operations for the first half of fiscal 1996 was included in
the loss on disposal of discontinued operations in fiscal 1995. At July
31, 1995 the estimated operating loss for Technipower through the estimated
disposal date was $1,000,000.
<PAGE>
Net assets of the discontinued operations consist of the following (in
thousands):
January 31, July 31,
1996 1995
----- -----
Current assets $ 3,277 $ 2,784
Current liabilities (857) (650)
----- -----
Net current assets 2,420 2,134
Property, plant and equipment, net 333 375
Other non-current tangible assets, net 39 22
Non-current liabilities (8) (10)
----- -----
Net tangible assets 2,784 2,521
Intangible assets, net 221 255
----- -----
3,005 2,776
Estimated loss on disposal (769) (1,400)
----- -----
$ 2,236 $ 1,376
===== =====
4. In August 1995, Henry D. Epstein, Chairman, exercised 25,000 Class E
warrants which where issued in March 1987. These warrants were issued with
a per share exercise price of $3.625, the fair market value of the
Company's common shares on the date the warrants were issued. Mr. Epstein
exercised the warrants by remitting 12,719 shares with a fair market value
of $7.125 per share on the date of the exercise.
5. The Company amended the credit agreement with its principal bank on
December 21, 1995 to extend the credit agreement to March 31, 1996. In
February 1996 the Company's bank agreed in principle to extend the working
capital facility for one year. The new agreement will, provide for a
working capital facility of $5,500,000 with borrowings based on qualified
accounts receivable and will be secured by substantially all the Company's
assets. Interest accrues at the bank's prime rate plus 2% with a
commitment fee of 3/8% assessed on the unused portion of the facility.
As of March 7, 1996, the Company had paid down all outstanding term debt
with its principal bank.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter of fiscal 1996, the Company completed the sale
of 1,515,000 shares of the Company's common stock for $7,575,000 in a
private placement to Pequot Partners Fund, L.P., Pequot Endowment
Fund, L.P, Pequot International Fund, Inc. and Cramer Partners, L.P.
The proceeds were used to repay term debt and for general working
capital needs. See footnote 9 of the Company's report on form 10-K/A
for details on the transaction.
In the third quarter of fiscal year 1996, the Company anticipates
completion of a second private placement through the issuance of its
unregistered common stock which the Company estimates will generate
approximately $10 million. As of February 28, 1996 approximately half
of that financing has been completed.
As a result of this financing, the Company was able to reduce accounts
payable by $2,313,000 and fund the loss of $5,463,000 (including
depreciation and other non-cash items of $1,479,000 but excluding cash
used for discontinued operations of $860,000). Also contributing to
cash flow was the reduction of accounts receivable of $5,583,000
keeping accounts receivable in line with the sales levels.
Inventories increased by $1,899,000 as a result of lower than expected
sales during the first six months of fiscal 1996, and because of a
build-up of inventory for the new Access Beyond product line. The
Company continues to review inventory positions in order to bring
inventory levels in line with revenues and to minimize the impact from
the introduction of new products and the phase-out of older products.
A portion of the proceeds from the sale of common stock noted above
was used to reduce term debt with the Company's principal bank. As of
March 7, 1996, the Company had re-paid all of the outstanding bank
term debt. As discussed in Note 5 to the Company's condensed
consolidated financial statements, on December 21, 1995 the credit
agreement with its principal bank was extended to March 31, 1996. In
February 1996, the Company's principal bank agreed to extend the
working capital agreement for one year and adjust the financial
covenants based on the current financial condition of the Company.
See Note 5 for terms of the new working capital agreement.
The ability of the Company to generate adequate cash for ongoing
operational and capital needs is dependent on its success in
increasing sales of its data communications products coupled with the
sale of assets. The Company is currently attempting to sell the
Technipower subsidiary. In addition, it may be necessary to raise
cash from other sources including sales of securities.
RESULTS OF OPERATIONS
Sales for Penril Datability Networks, the Company's data
communications segment, were $17,347,000 for the first six months of
fiscal 1996, compared to $26,179,000 for the first six months of the
prior fiscal year. Sales for the quarter ended January 31, 1996 were
$7,691,000 compared to $12,757,000 for the quarter ended January 31,
1995. Fewer orders by some of the Company's OEM customers, and the
declining market for some of the Company's older product lines
accounted for a significant part of the decline in sales. Sales of
the Company's new V.34 modem were slower than had been expected in the
first half of fiscal 1996, but the Company expects to see increasing
sales of this product during the second half of fiscal 1996.
Additionally, the Company expects to see initial sales of the first
products in its new Access Beyond product line beginning in the third
quarter of fiscal 1996.
<PAGE>
Sales for the Company's electronic instrumentation segment were
$3,293,000 for the first half of fiscal 1996 compared to $2,703,000
for the same period in fiscal 1995. Sales for the quarter ended
January 31, 1996 were $1,865,000 compared to $1,569,000 for the same
quarter in fiscal 1995. New orders for large system integration
installations and new orders from original equipment manufacturers are
the main reasons for the increase in sales in the first half of fiscal
1996.
Gross profit margins for the data communications segment declined from
47% in the first six months of fiscal 1995 to 43% in the first six
months of fiscal 1996. Gross margins on product sales of the
electronic instrumentation segment declined to 41% in the first half
of fiscal 1996 from 44% in the first half of fiscal 1995. Margin
declines in both segments was due to pricing pressures from the
competition.
Selling, general and administrative expenses for the data
communications segment decreased $576,000 (6%) to $8,693,000 in the
first half of fiscal 1996 from $9,269,000 for the same period in
fiscal 1995. Reductions in personnel costs accounted for $477,000 of
the decreased expenditures.
Selling, general and administrative expenses for the Company's
electronic instrumentation segment increased $185,000 to $882,000 in
the first half of fiscal 1996 from $697,000 in the first half of
fiscal 1995. Increases in sales commissions and administrative
personnel costs associated with the new facilities in Johnstown, New
York accounted for the increased costs.
Product development and engineering costs in the data communications
segment were $3,524,000 in the first half of fiscal 1996 compared to
$3,919,000 in the first half of fiscal 1995, a decrease of $395,000
(10%). This decrease is primarily attributable to lower personnel
costs as a result of the Company's cost reduction efforts during
fiscal 1995. Product development and engineering costs in the
electronic instrumentation segment were $323,000 in the first half of
fiscal 1996 compared to $366,000 in the first half of fiscal 1995, a
decrease of $43,000.
In July 1995, the Company decided to sell the Technipower subsidiary
and consequently classified it as a discontinued business. As a
result, the loss from Technipower for the fiscal 1995 first half has
been reclassified. The $632,000 loss for the first half of fiscal
1996 was accrued at the end of fiscal 1995 and is included in the net
assets of the discontinued operations.
As a result of the lower revenues and decrease in product gross
margins, the data communications segment had a loss of $5,596,000 for
the first six months of fiscal 1996. The electronic instrumentation
segment had net income of $133,000 for a total loss from continuing
operations of $5,463,000 ($.59 per share) for the first half of fiscal
1996.
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In April 1994, the Company was involved in a jury trial brought in the
United States District Court for the Northern District of Illinois,
Eastern Division by Patricia Hennessy, a former employee in the
Company's Chicago sales office, in which Ms. Hennessy alleged unfair
discharge. The suit sought compensatory damages and punitive damages
together with attorney's fees, costs and interest thereon. In
September 1994, the Court entered judgement in favor of the plaintiff
in the amount of $240,000. In November 1994, the Court entered
judgement in favor of the plaintiff for attorney's fees and costs in
the amount of $146,000. These judgements were appealed. In January
1996, the Company settled the suit for a total of $370,000. The
settlement had no effect on the net income of the Company since the
amount was previously accrued.
In November 1995, the Company filed an amended complaint in its suit
against Standard Microsystems Corp., SMC Massachusetts, Inc., Ashraf
M. Dahad and Kwabena A. Kufo (the "Defendants"), which increased the
amount of damages claimed from $8 million to $50 million. See Item 3-
Legal Proceedings in form 10-K/A describing the suit.
In December 1995, the Company, as the exclusive licensing agent for
the University of Maryland, filed a complaint against Rockwell
International Corporation ("Rockwell") and U.S. Robotics ("USR") in
the United States District Court for the District of Maryland alleging
patent infringement. The suit seeks unspecified damages plus
attorney's fees and a permanent order enjoining Rockwell and USR from
all future acts of infringement.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits
- --------
None
Reports on Form 8-K
- -------------------
None
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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.
Penril DataComm Networks, Inc.
------------------------------
(Registrant)
DATE: March 15, 1996 BY:/s/ Henry D. Epstein
------------------------------
Henry D. Epstein
Chief Executive Officer and
Chairman of the Board of Directors
DATE: March 15, 1996 BY:/s/ Richard D. Rose
---------------------------
Richard D. Rose
Chief Financial Officer
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