SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED JULY 31, 1995
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
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class:
Common Stock, $.01 par value
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of October 18, 1995 the aggregate market value of the Company's voting
Common Stock held by non-affiliates of the Company was approximately $52
million.
As of October 18, 1995 there were 9,058,552 shares of the registrant's
Common Stock, $.01 par value outstanding.
<PAGE>
PART I
ITEM 1. BUSINESS
Penril DataComm Networks, Inc. ("Penril" or the "Company") develops and
markets network access devices which enable local, remote or mobile users
to access network resources located at remote sites, central sites or any
other point in the network. The Company possesses each of the technologies
needed for a complete network access solution including: remote Local Area
Network (LAN) access, high performance modems and modem channel banks,
bridges and routers, host access from asynchronous terminals and
multiplexors for efficient access to the Wide Area Network (WAN). In
addition, the Company's wholly-owned subsidiary, Electro-Metrics, Inc.
(EMI) specializes in the production of sophisticated high frequency
electronic instrumentation equipment.
During the fourth quarter of fiscal 1995, the Board of Directors made the
decision to sell the Technipower, Inc. subsidiary. Consequently,
Technipower has been classified as a discontinued business. The Company
continues to operate Technipower, including the uninterruptible power
supply business consequently has provided an accrual of $1,040,000 for the
estimated operating losses through the anticipated disposal date. In
addition, the Company has provided an accrual of $360,000 for the
difference between the estimated proceeds from the sale of Technipower and
its net assets. The combination of these two accruals represent the amount
shown on the Statement of Operations as Loss on Disposal of Discontinued
Operations. Based on current activity of interested companies, the
Company believes it will be able to accomplish the task of selling
Technipower within a year. However, if the sale cannot be consummated
within the year, the Company is required to include the results of
operations within continuing operations and to restate prior periods to be
comparative to the period being reported. Unless otherwise stated, the
information contained in this Form 10-K describes the status of the
continuing operations of the Company although the effect of the
discontinued operation is disclosed.
DATA COMMUNICATIONS
Revenues from data communications products accounted for 90%, 91 % and 87%
of the Company's consolidated revenues in the fiscal years ended July 31,
1995, 1994 and 1993, respectively. These revenues come through a
distribution channel composed of value-added resellers (VARs), original
equipment manufacturers (OEMs) and selected distributors in more than 40
countries. Sales directly to end-user customers accounted for less than
10% of the Company's revenues.
PRODUCTS
Penril offers its customers a wide array of network access products. Since
the acquisition of Datability Inc. in May 1993, the Company has sought to
create an integrated product line which combines the two companies'
strengths. This combined technology base is being realized in a single,
scaleable hardware platform known as "AccessBeyond"(trademark). Thus, a
single hardware platform may include remote LAN access, bridging/routing,
multiplexing or host access via the software running on it. Forming the
functional basis for "AccessBeyond" is Penril's existing product line which
is organized into four distinct areas:
LAN Access
High Speed Modems
T1 Customer Premise Equipment
Host Access
LAN Access Products
Linkup(trademark) Dial Access Server - The Linkup family of remote access
products provide both dial-in and dial-out LAN access for TCP/IP, DEC LAT
and IPX users. On the wide area network, Linkup's 4 and 8 port devices
target smaller sites requiring remote node support, while the 24 port model
with integrated modems supports larger installations.
<PAGE>
Linkup's asynchronous ports support host access applications. The products
include Microsoft Windows-based client software along with comprehensive
security and management capabilities. To simplify installation, the
Company provides Network-in-a- Box(trademark), a pre-configured Linkup
remote access solution with everything required for quick and easy
installation.
BRX Router - The BRX family includes high performance, modular switching
routers that provide up to 16 LAN ports and 2 WAN ports, and are offered in
either a free standing format or as a card for insertion into customer
equipment. The BRX also offers high performance store and forward
switching capabilities as evidenced by its 90,000 pps filtering and
forwarding rate. The key to the BRX product line is in the
Constellation(trademark) multiprotocol bridge/router software which
provides a scaleable routing/switching solution. Each BRX product is
shipped with an integrated management port which supports an SNMP-based
network management software.
Constellation Multiprotocol Bridge/Routing Software - Constellation uses an
innovative software architecture for high performance bridging and routing
featuring one of the broadest suites of protocols available in the market
today (including IP, IPX, AppleTalk II, OSPF and RIP among others). WAN
support includes X.25, Frame Relay and HDLC. Penril also provides virtual
LAN software for advanced switching capabilities. The Company pioneered
the concept of Logical Bridge Routing, a methodology which enables network
managers to optimize bridge/router port configurations for efficient, high
performance networks. The software provides comprehensive network
management capabilities.
High Speed Modems
Penril's V.34bis modems offer the highest performance available today for
analog modems. Based on a proprietary DSP and controller design, Penril's
V.34bis modems offer many advanced features including data transmission
speeds up to 33,600 bits per second, protocol intelligent compression
performance (e.g. Internet Asynchronous PPP and SLIP) and remote software
upgradeability for implementation of future standards.
Modems are delivered in several form factors including desktop boxes and
modem cards which implement up to eight modems on a single board.
T1 Customer Premise Equipment
The Company offers a complete line of multiplexors (MUXs) ranging from
products which enable its MUX products to connect to LAN's, to large
enterprise devices providing up to 304 ports or 36 trunk lines. Penril MUX
products can function as a data PBX, an X.25 PAD, a statistical
multiplexor, a terminal server or any combination of these.
In the first quarter of fiscal 1996, the Company introduced the VCX 500, a
product that implements recently ported multiplexor software onto the
"AccessBeyond" hardware platform. This is the first product based on this
new architecture. One unique feature of the new architecture is the
ability in the future to swap cards which today perform a multiplexing
function with cards that will perform other functions such as routing,
switching or remote access. This means a customer could purchase the VCX
500 today to replace an older MUX in a network and then upgrade the VCX 500
with routing, switching or remote access functions as the customer's need
for those functions arises. Penril is the only MUX supplier with this
capability.
Penril also supplies a channel bank product which provides channelized T1
support. In late 1994, the Company introduced the Cyclone product. This
was the first product to implement technology from both Penril and
Datability. Cyclone is a T1 channel bank packaged to include MUX and
remote access capability, providing flexible WAN and LAN connectivity.
<PAGE>
Host Access
The Company is a leader in the market for host access (terminal server)
products. These products are multipurpose communication servers that
combine both wide area and local area networking capability in a modular,
cost-effective high performance chassis. The systems offer either single
or multiprotocol networking capabilities and a selection of interchangeable
line cards which provide a suite of WAN gateway and asynchronous
communications options.
Although the overall market for host access devices is in decline, the
Company continues to have success by integrating its host access functions
into the MUX and remote access products.
ELECTRONIC INSTRUMENTATION EQUIPMENT
Electronic instrumentation equipment products, which are sold by EMI, are
marketed by an effective combination of EMI's small direct sales force
driving a network of independent sales representatives to both commercial
and government agencies. Revenues from these products accounted for 10%,
9% and 13% of the Company's consolidated revenues in the fiscal years ended
July 31, 1995, 1994 and 1993, respectively.
Electro-Metrics products incorporate technologies that detect, process and
measure very weak signals and provide accurate frequency discrimination
over a very wide frequency spectrum up to 60 gigahertz. EMI's test
equipment products measure and record electromagnetic field strength for
testing electromagnetic interference or electromagnetic susceptibility.
The equipment offers simple, automated test set-ups, data handling and
recording for operators with a minimum of skill and experience.
Recently, EMI has expanded its wideband radio technology to the design of
equipment for communications security and remote control applications in
satellite communications terminals for commercial as well as government
users. The acquisition in 1993 of a start-up company's patents and fiber
optic modem technology has given EMI an entry into the satellite
communications terminal control market. Electro-metrics has also
identified new strategic opportunities in test and compliance
instrumentation for the rapidly emerging wireless voice and data
communications markets.
SUPPLIERS
Material and components for the Company's products are purchased from
outside suppliers. While most components are available from several
suppliers, a few are provided from sole-source vendors. The Company
believes that in most cases alternative sources of supply could be obtained
within a reasonable time period; however, an interruption in the supply of
such components could have a temporary adverse effect on the Company's
operations.
PATENTS, COPYRIGHTS AND LICENSES
As with many companies in high technology industries, the Company owns or
is licensed under a number of patents and copyrights and may desire in the
future to obtain additional licenses related to its products. The Company
believes, based on industry practice, that any necessary licenses could be
obtained. The costs of such licenses may vary significantly depending on
the nature of the patent or copyright.
<PAGE>
BACKLOG
A significant portion of data communications revenues are based on customer
purchase orders with immediate shipment requirements. Backlog, which tends
not to be significant in data communications products, is a result of the
occasional customer order with future scheduled shipment requirements or
misalignment of demand and production of a particular product. Because
data communications revenues constitute such a significant portion of the
revenues of the Company, it is the opinion of the Company's management that
the dollar amount of backlog at any given time is not indicative of the
actual level of revenues which will ultimately be realized during future
periods. Consequently, the Company's management believes that the amount
of backlog is not a material consideration in understanding the Company's
business operations.
COMPETITION
The Company encounters substantial competition in the marketing of its
products and many of its competitors have greater financial, marketing and
technical resources. Important competitive factors in the markets for the
Company's products are established customer base, product performance and
features, service and support as well as price. The Company believes that
it competes favorably with respect to these factors. There can be no
assurance that the Company's products will compete successfully with
competitive products that may be offered in the future or that aggressive
pricing will not negatively impact the profitability of the Company.
RESEARCH AND DEVELOPMENT
Under its own sponsorship, the Company is continuously engaged in the
development of new products as well as the development and enhancement of
its existing products. The Company expensed approximately $8,260,000 (14%
of consolidated revenues) for product development and engineering during
fiscal 1995 compared to $9,567,000 (14% of consolidated revenues) in fiscal
1994 and $6,373,000 (13% of consolidated revenues) in fiscal 1993.
ENVIRONMENTAL MATTERS
The Company's compliance with federal, state and local environmental laws
has had no material effect upon the Company's capital expenditures,
earnings or competitive position.
EMPLOYEES
As of July 31, 1995, the Company employed 324 full-time and 16 part-time
employees. The Company believes that its future success will depend
largely on its ability to retain certain key personnel and to recruit and
retain additional highly skilled employees who are in great demand. The
Company has employment contracts with certain officers, but does not have
employment contracts with its other employees. The Company has experienced
no work stoppages and believes that its employee relations are
satisfactory.
INTERNATIONAL OPERATIONS
The Company has subsidiaries located in the United Kingdom and Hong Kong.
Reference is made to Note 11 of the Notes to Consolidated Financial
Statements contained in Part II, Item 8.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded over-the-counter and quoted on the
NASDAQ National Market System under the symbol PNRL. The following table
sets forth the high and low sales prices as reported by NASDAQ for the
periods indicated.
1995 1994
High Low High Low
First Quarter $ 4 1/8 $ 2 3/4 $ 5 3/4 $ 3 3/4
Second Quarter 3 3/8 2 1/8 7 1/8 4 7/8
Third Quarter 4 3/4 2 3/4 7 1/2 5 1/4
Fourth Quarter 6 3 1/8 6 3 1/8
The current quoted price of the stock is listed daily in the Wall Street
Journal in the NASDAQ National Market System section. The number of
holders of record of the Company's Common Stock as of October 18, 1995 was
1,132.
Reference is made to Note 9 of the Notes to Consolidated Financial
Statements contained in Part II Item 8 for the maximum cash dividends per
share permitted under the bank credit facilities.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
Data from the Consolidated Statements of Operations included in the following table pertain to the Company's continuing and
discontinued operations(in thousands except per share amounts). The results include the operations of Datability, Inc.
("Datability") from May 6, 1993, the date of acquisition. This transaction is described more fully in Note 4 to the accompanying
Consolidated Financial Statements.
<CAPTION>
Years Ended July 31,
1995 1994 1993 1992 1991
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Continuing operations
Net Revenues $ 58,219 $ 67,842 $ 50,576 $ 40,336 $ 46,998
Net Income(Loss) (4,492) 2,408 868 593 6,913
Earnings(Loss) per share (.60) .31 .13 .09 1.01
Discontinued operations
Net Revenues 3,351 5,991 6,226 6,599 5,589
Net Income(Loss) (1,783) (891) (737) 501 5
Loss on Disposal (1,400) -- -- -- --
Earnings(Loss) per share
Discontinued operations (.24) (.12) (.11) .07 --
Loss on disposal (.18 -- -- -- --
Cash Dividends
per share -- .02 -- .02 --
At Year End:
Total Assets 45,132 51,823 50,153 29,367 32,333
Long-Term Debt 5,681 8,890 10,217 1,875 5,196
Shareholders' Equity 21,723 28,580 27,501 22,177 20,901
The above data gives effect to the stock split paid in the form of a stock dividend in fiscal 1991 of 33-1/3%.
/TABLE
<PAGE>
<TABLE>
Quarterly Financial Data
A summary of the Company's consolidated results of continuing operations for each of the fiscal quarters for the years ended July
31, 1995 and 1994 is shown in the table below.
Fiscal 1995 Quarters Ended: October 31,1994 January 31, 1995 April 30, 1995 July 31, 1995
- --------------------------- -------------- --------------- --------------- -------------
<S> <C> <C> <C> <C>
Revenues $ 14,556 $ 14,326 $ 14,053 $ 15,284
Gross profit 6,846 6,514 6,185 6,145
Net loss (614) (786) (1,166) (1,926)
Net loss per share (.08) (.10) (.15) (.25)
Fiscal 1994 Quarters Ended: October 31,1993 January 31, 1994 April 30, 1994 July 31, 1994
- ---------------------------- --------------- ---------------- -------------- -------------
Revenues $ 16,990 $ 17,277 $ 17,132 $ 16,439
Gross profit 8,773 8,594 8,517 8,410
Net income 694 823 375 517
Net income per share .09 .10 .05 .07
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of the results of operations includes the
results of Datability from May 6, 1993, the date of acquisition, and
pertains only to the Company's continuing operations unless otherwise
noted. As discussed in Note 3 to the Consolidated Financial
Statements, operating results reflect the Technipower, Inc subsidiary,
including the uninterruptible power supply business, as a discontinued
operation.
Liquidity and Capital Resources
During fiscal 1995, the Company generated cash of $3,933,000 from
continuing operating activities. Non-cash expenses, including
depreciation of $4,621,000, coupled with reductions in accounts
receivable and inventories and an increase in accounts payable offset
the net loss of $4,492,000. The decrease in accounts receivable of
$2,384,000 is the result of lower sales volume.
The reduction of inventories of $915,000 is due to a concentrated
effort during the fourth quarter of fiscal 1995 to bring inventories
in line with current sales volumes and the expected phase-out of older
products. The inventory management efforts will continue into fiscal
1996 so that any impact from the introduction of new products and the
phase-out of older products is minimized. The increase of accounts
payable of $1,817,000, was caused by the management of payments to
vendors in light of the tight cash position that existed at year-end.
As discussed more fully in Note 9 to the Consolidated Financial
Statements, subsequent to year end, the Company completed the sale of
1,465,000 shares of the Company's unregistered common stock for
$7,325,000 in a private placement to Pequot Partners Fund, L.P.,
Pequot Endowment Fund, L.P. and Pequot International Fund, Inc. The
proceeds have been used to repay $1,500,000 of term debt as discussed
below, and for working capital needs. In addition, in October 1995,
the Company completed the sale of 50,000 shares of its unregistered
common stock to Cramer Partners, L.P. The proceeds of $250,000 will
be used for working capital needs.
In conjunction with the sale of common shares discussed above, the
Company amended the credit agreement with its principal bank. The
agreement, as amended, provides for a working capital facility of
$5,500,000 with borrowings based on qualified accounts receivable and
inventory. At October 13, 1995, the Company had utilized $4,430,000
under the facility. The working capital facility expires on December
31, 1995 at which time, although there are no assurances, the
management believes it will be able to renew the credit agreement
provided the term loans are repaid as described below. Under the
agreement the Company was required to repay $3,300,000 of the term
debt during fiscal 1995. As noted above, the Company was required and
did repay $1,500,000 of the term notes principal balance. The
remaining balance of the term notes after making this payment was
$2,000,000 (compared to $6,668,000 at July 31, 1994). Required
principal payments for the remaining term notes is $137,000 a month
plus accrued interest. Under the terms of the credit agreement as
amended, the Company is required to repay the remaining term notes
prior to December 31, 1995 with the proceeds from the sale of assets.
The Company is currently attempting to sell the Company's Technipower
subsidiary including the uninterruptible power supply business to
comply with this provision. While there is no assurance the Company
will be able to sell Technipower prior to December 31, 1995, the
Company believes it has other remedies available should the sale not
occur. See Note 6 for terms of the current bank financing agreement.
The ability of the Company to generate adequate cash for operational
and capital needs is dependent on the success of the Company to
increase sales of its data communications products coupled with the
sale of assets, including the Technipower subsidiary.
<PAGE>
In addition it may be necessary to raise cash from other sources
including sales of securities or other assets of the Company.
Results of Operations
Revenues for the consolidated operations fiscal 1995 were $58,219,000
compared to $67,842,000 for fiscal 1994, a decrease of 14%. Revenues
for fiscal 1994 increased 34% compared to fiscal 1993 revenues of
$50,576,000.
Revenues for the data communications segment in fiscal 1995 were
$52,610,000 compared to $61,965,000 for fiscal 1994 a decrease of 15%.
Revenues for fiscal 1994 increased 40% compared to fiscal 1993
revenues of $44,158,000. The increase in revenues in fiscal 1994 over
fiscal 1993 is the result of the acquisition of Datability, Inc at
the beginning of the fourth quarter of fiscal 1993. The decrease in
revenues in fiscal 1995 compared to fiscal 1994 is partially
attributable to the declining market for terminal servers and
multiplexors; two main products of the Company's data communications
business segment. In addition to these declines, the Company
experienced unexpected delays in the shipment of new products
including the newer V.34 and V.34bis modems. The Company began
shipping limited quantities of V.34 modems in the third quarter of
fiscal 1995 and V.34bis modems in early fiscal 1996. Using the
current product line as a functional basis, the Company has embarked
on a program to replace the older products with a new, single hardware
platform which includes such functions as remote LAN access,
bridging/routing, multiplexing or host access. These new products,
known as "AccessBeyond", will be introduced during fiscal 1996 and
beyond.
Revenues for the electronic instrumentation segment in fiscal 1995
were $5,609,000 compared to $5,877,000 in fiscal 1994 a decrease of
4%. Revenues decreased 8% in fiscal 1994 compared to fiscal 1993
revenues of $6,418,000. The decline in revenues is primarily due to a
decrease in orders for large integrated systems installations from
foreign governments.
Gross margins for the Company's data communications segment decreased
in fiscal 1995 to 44% from 52% in fiscal 1994. This decrease is the
result of lower manufacturing efficiencies related to inventory
reduction programs and the lower volumes experienced in fiscal 1995,
as well as the higher costs associated with the initial production of
the V.34 modems that the Company started shipping in fiscal 1995.
Gross margins in fiscal 1994 improved slightly over 1993 as a result
of the higher sales volumes in general and of internetworking products
in particular which carried higher gross margins than did other
products.
Gross margins for the Company's electronic instrumentation segment
decrease slightly in fiscal 1995 to 44% from 45% in fiscal 1994. In
fiscal 1994 gross margins increased from 36% due to the introduction
of new products and the increased profitability of system integration
installations.
Selling, general and administrative expenses for the Company's data
communications segment decreased $51,000 in fiscal 1995 to $18,764,000
from $18,815,000. During the first half of fiscal 1994, the data
communications segment eliminated several administrative positions in
its Carlstadt, New Jersey facility. In fiscal 1995, the Company
underwent a cost reduction program to reduce staffing at its
Gaithersburg, Maryland facility. These reductions resulted in
personnel cost reductions of $967,000 in fiscal 1995 compared to
fiscal 1994. As a result of the lower revenue levels, commissions
decreased by $285,000. Partially offsetting these reductions were
increases in depreciation and amortization of $573,000 for equipment
used for demonstrations to customers and additional reserves for bad
debts of $550,000.
<PAGE>
Selling, general and administrative expenses increased $4,220,000 to
$18,815,000 in fiscal 1994 from $14,595,000 in fiscal 1993 as a result
of the Datability acquisition.
Selling, general and administrative expenses for the Company's
electronic instrumentation segment decreased $338,000 in fiscal 1995
to $1,562,000 from $1,900,000 in fiscal 1994 primarily due to lower
commission expense to outside sales representatives. In fiscal 1994
these expenses decreased $36,000 from $1,936,000 in fiscal 1993.
Product development and engineering expenses were 14% of revenues for
both fiscal 1995 and 1994, up from 13% in fiscal 1993. Product
development and engineering expenses for the data communications
segment in fiscal 1995 were $7,438,000 compared to $8,817,000 in
fiscal 1994, or a decrease of $1,379,000. This decrease is
attributable primarily to lower personnel costs as a result of the
Company's cost reduction efforts during fiscal 1995. Product
development and engineering expenses for the electronic
instrumentation segment increased slightly in fiscal 1995 to $821,000
from $750,000 in fiscal 1994. This increase is due to the efforts to
develop the satellite communications terminal controller market. The
Company's increase in fiscal 1994 in product development and
engineering expenses of $3,194,000 from the fiscal 1993 expenses of
$6,373,000 was a result of the Datability acquisition in fiscal 1993.
The increase in amortization of cost over net assets acquired for
fiscal 1995 and fiscal 1994 over the amount expensed in fiscal 1993 is
the result of the Datability acquisition in the last quarter of fiscal
1993.
Interest expense was $1,227,000 for fiscal 1995 compared to $907,000
for fiscal 1994 and $330,000 for fiscal 1993. The increase in the
prime rate from 7% in fiscal 1994 to 9% (reduced to 8-3/4% in the
fourth quarter of fiscal 1995) during fiscal 1995 combined with the
increase in the rate charged by the Company's principal bank from
prime plus 1/2% to prime plus 2% led to the increase in interest
expense in fiscal 1995 over fiscal 1994. The Datability acquisition
in the fourth quarter of fiscal 1993 resulted in the Company borrowing
$6,800,000 from its principal bank and assuming another $1,354,000 in
subordinated debt. This increased debt load combined with the working
capital needed in fiscal 1994 to finance the increase in accounts
receivable and inventories caused the increase in interest expense in
fiscal 1994 compared to fiscal 1993.
The benefit from income taxes is determined under Statement of
Financial Accounting Standards No. 109 (SFAS 109), Accounting for
Income Taxes which the Company adopted in fiscal 1994. This statement
requires the Company to record the deferred tax asset generated by net
operating loss carryforwards, general business and other tax credits
and to establish a valuation reserve based on an estimate of the
realizability of the deferred tax asset. This analysis resulted in a
benefit from income taxes, net of certain state taxes due, of $578,000
in fiscal 1995 and $513,000 in fiscal 1994. At July 31, 1995, the
Company had deferred tax assets of $6,154,000 with a valuation reserve
of $4,454,000 to reduce deferred tax assets to the amount expected to
be realized. Management expects the realization of the remaining
asset to occur through the sale of the Company's Technipower
subsidiary which the Company has decided to sell, selling other non-
core business assets and projected income resulting from new products
being introduced in fiscal 1996 and 1997.
In summary, principally due to the cumulative effect of the decrease
in revenues and the lower gross margins experienced as a result of the
manufacturing inefficiencies caused by the lower volumes, the data
communications segment had a loss before tax benefits of $5,191,000.
The electronic instrumentation segment had a profit before taxes of
$121,000.
<PAGE>
With a tax benefit of $578,000 the Company had a loss from continuing
operations of $4,492,000 ($.60 per share) for fiscal 1995. After the
operational loss of the discontinued business and estimated loss from
the disposal of that business, the Company had a net loss of
$7,675,000 ($1.02 per share) for the year ended July 31, 1995.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Penril DataComm Networks, Inc.
Gaithersburg, Maryland
We have audited the accompanying consolidated balance sheets of Penril
DataComm Networks, Inc. and subsidiaries as of July 31, 1995 and 1994,
and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended
July 31, 1995. 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Penril DataComm
Networks, Inc. and subsidiaries as of July 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the three
years in the period ended July 31, 1995 in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements,
during the fiscal year ended July 31, 1994 the Company changed its
method of accounting for income taxes to conform with Statement of
Financial Accounting Standards No. 109.
\s\Deloitte & Touche LLP
- ------------------------
Deloitte & Touche LLP
Washington, D.C.
October 17, 1995
(February 9, 1996 as to Note 12)
<PAGE>
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Year ended July 31,
1995 1994 1993
-------- -------- --------
NET REVENUES FROM CONTINUING OPERATIONS $ 58,219 $ 67,842 $ 50,576
COSTS AND EXPENSES
Cost of revenues 32,529 33,822 26,172
Selling, general and administrative 20,326 20,715 16,531
Product development and engineering 8,260 9,567 6,373
Amortization of cost over
net assets acquired 834 816 308
------- ------- -------
61,949 64,920 49,384
OPERATING INCOME (LOSS) FROM CONTINUING
OPERATIONS (3,730) 2,922 1,192
OTHER EXPENSE
Interest expense (1,227) (907) (330)
Other, net (113) (120) (60)
------ ------ ------
(1,340) (1,027) (390)
------ ------ ------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES (5,070) 1,895 802
BENEFIT FOR INCOME TAXES 578 513 66
------ ------ ------
INCOME (LOSS) FROM CONTINUING OPERATIONS $ (4,492) $ 2,408 $ 868
LOSS FROM DISCONTINUED OPERATIONS,
net of income taxes (1,783) (891) (737)
LOSS ON DISPOSAL OF DISCONTINUED
OPERATIONS, net of income taxes (1,400) -- --
------ ------ ------
NET INCOME (LOSS) $ (7,675) $ 1,517 $ 131
====== ====== ======
NET INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE
Continuing operations $ (.60) $ .31 $ .13
Discontinued operations (.24) (.12) (.11)
Loss on disposal of discontinued
operations (.18) -- --
------ ------ ------
(1.02) .19 .02
====== ====== ======
Shares used in per share calculation 7,559 7,809 6,950
====== ====== ======
See notes to consolidated financial statements.
<PAGE>
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
July 31,
1995 1994
ASSETS ------ ------
Current Assets
Cash $ 1,087 $ 995
Accounts receivable, less allowance for doubtful
accounts of $1,134 in 1995 and $997 in 1994 14,766 17,150
Inventories 14,080 14,995
Deferred income taxes 1,700 539
Net assets of discontinued operations 1,376 3,468
Other current assets 803 506
------ ------
TOTAL CURRENT ASSETS 33,812 37,653
------ ------
Property and Equipment, net 3,122 4,703
Excess of Cost Over Net Assets Acquired, net 5,689 6,577
Other Assets 2,509 2,890
------ ------
TOTAL ASSETS $ 45,132 $ 51,823
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term borrowings $ 5,095 $ 3,225
Current portion of long-term debt 5,164 3,153
Accounts payable 8,673 6,856
Accrued compensation and commissions 1,081 1,291
Deferred revenue 1,245 861
Other accrued expenses 892 1,291
------ ------
TOTAL CURRENT LIABILITIES 22,150 16,677
Long-Term Debt, net of current portion 517 5,737
Other Noncurrent Liabilities 742 829
------ ------
TOTAL LIABILITIES 23,409 23,243
------ ------
Commitments and Contingencies
Shareholders' Equity
Serial preferred stock, $.01 par value; authorized,
100,000 shares; issued, none -- --
Common stock, $.01 par value; authorized, 20,000,000
shares; issued and outstanding, 7,542,815 shares in
1995 and 7,442,368 shares in 1994 76 74
Additional paid-in capital 22,384 21,704
Retained earnings (deficit) (677) 6,998
------ ------
21,783 28,776
Equity adjustment from foreign currency translation (60) (196)
------ ------
TOTAL SHAREHOLDERS' EQUITY 21,723 28,580
------ ------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 45,132 $ 51,823
====== ======
See notes to consolidated financial statements.
<PAGE>
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended July 31,
1995 1994 1993
------ ------ ------
CASH FLOWS FROM CONTINUING OPERATIONS
Net Income (Loss) from operations $ (4,492) $ 2,408 $ 868
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 4,621 3,837 2,755
Benefit from deferred taxes (578) (538) --
Other (105) 136 (326)
(Increase) decrease in assets:
Accounts receivable 2,384 (1,508) (3,347)
Inventories 915 (1,924) (2,809)
Other current assets (297) (68) (116)
Increase (decrease) in liabilities:
Accounts payable 1,817 (788) 1,280
Other liabilities (332) 730 (111)
Net cash provided by (used in) continuing ------ ------ ------
operating activities 3,933 2,285 (1,806)
CASH FLOWS FROM DISCONTINUED OPERATIONS
Loss from discontinued operations (3,183) (891) (737)
Non-cash charges and changes in working
capital 824 539 (116)
Provision for loss on disposal of
discontinued operations 1,400 -- --
------ ------ ------
Net cash used in discontinued operations (959) (352) (853)
------ ------ ------
Net cash provided by (used in) operations 2,974 1,933 (2,659)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition costs -- -- (208)
Expenditures for purchased technology (1,049) (1,126) (973)
Expenditures for property, equipment and
other (690) (1,261) (1,190)
------ ------ ------
Net cash used in investing activities (1,739) (2,387) (2,371)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under line of credit 1,870 2,740 485
Borrowings on long-term debt -- 1,724 9,500
Payments on long-term debt (3,300) (4,184) (6,755)
Issuance of common stock 193 319 908
Dividends paid -- (147) --
Other 94 221 (110)
------ ------ ------
Net cash provided by (used in)
financing activities (1,143) 673 4,028
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE YEAR 995 776 1,778
------ ------ ------
CASH AND CASH EQUIVALENTS
AT THE END OF THE YEAR $ 1,087 $ 995 $ 776
====== ====== ======
SUPPLEMENTAL INFORMATION
Cash payments for income taxes $ 113 $ 59 $ 127
====== ====== ======
Cash payments for interest $ 1,103 $ 795 $ 260
====== ====== ======
See notes to consolidated financial statements.
<TABLE>
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(In thousands, except shares)
<CAPTION> Additional Retained
Common Stock Paid-in Unearned Earnings Currency
Shares Amount Capital Compensation (Deficit) Adjustment
--------------- --------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AUGUST 1, 1992 5,940,993 $ 59 $ 16,538 $ - $ 5,497 $ 83
Net income 131
Issuance of common stock-
For acquisition of Datability, Inc. 1,050,000 11 4,583
Upon exercise of stock options 56,663 1 115
For employee stock award program 63,080 245 (143)
Upon exercise of warrants 220,000 2 790
Foreign currency translation adjustment (411)
--------- ----- ------- ----- ------ ------
BALANCE JULY 31, 1993 7,330,736 73 22,271 (143) 5,628 (328)
Net income 1,517
Dividends paid (147)
Issuance of common stock-
Upon exercise of stock options 132,700 1 367
Upon exercise of warrants 180,000 2 400
Shares retired in connection
with the exercise of options and warrants (66,840) (1) (458)
Shares returned in conjunction
with the valuation of Datability, Inc. (124,388) (1) (828)
Shares returned in conjunction with
employee stock award program (9,840) (32) 21
Amortization of unearned income 106
Foreign currency translation adjustment 132
--------- ----- ------- ----- ------ ------
BALANCE JULY 31, 1994 7,442,368 74 21,720 (16) 6,998 (196)
Net loss (7,675)
Issuance of common stock-
Upon exercise of stock options 33,067 1 73
Upon exercise of warrants 80,000 1 194
For acquisition of patent rights 50,000 1 118
Shares retired in connection with
options, warrants, and awards (62,620) (1) (194) 16
Deferred tax benefit from exercise of options - - 473
Foreign currency translation adjustment 136
--------- ------ ------- ---- ------- ------
BALANCE JULY 31, 1995 7,542,815 $ 76 $ 22,384 $ -- $( 677) $ (60)
See notes to consolidated financial statements.
</TABLE>
<PAGE>
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JULY 31, 1995, 1994 AND 1993
1. Summary of Significant Accounting Policies
Principles of Consolidation: The consolidated financial statements
include the accounts of the Company and its subsidiaries, all of which
are wholly owned. All significant intercompany accounts and
transactions have been eliminated. The Company operates in the high
technology electronics equipment industry. It designs, develops and
manufactures products for three distinct business segments: data
communications, uninterruptible power supplies and radio frequency
communication products.
Revenue Recognition: Revenues are recognized at the time of shipment
of the product or performance of product-related services.
Inventories: Inventories are stated at the lower of cost (first-in,
first-out method) or market. The inventories include the cost of
material and, when applicable, labor and manufacturing overhead.
Property, Equipment and Depreciation: Additions to property and
equipment are recorded at cost. The Company provides depreciation for
financial reporting purposes using primarily the straight-line method
over the estimated useful lives of the assets.
Leasehold improvements are amortized over the term of the related
lease or their estimated useful lives, whichever is shorter.
Excess of Cost Over Net Assets Acquired: The excess of cost over net
assets acquired is amortized using the straight-line method over ten
years. The Company periodically evaluates the intangible assets in
relation to the operating performance and future contribution to the
underlying business and makes adjustments, if necessary, for any
impairment of these assets.
Income Taxes: During fiscal 1994, the Company changed its method of
accounting for income taxes to comply with the provisions of Statement
of Financial Accounting Standards No. 109 (FAS 109), "Accounting for
Income Taxes." Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and
tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future. A valuation allowance is
established to reduce deferred tax assets to the amount expected to be
realized.
Earnings Per Share: Earnings per share for fiscal 1995 is calculated
based on the weighted average common shares outstanding. Earnings per
share for previous years is calculated using the modified treasury
stock method, which limits the assumed purchase of treasury shares to
20% of the outstanding common shares. Any remaining proceeds are
assumed first to retire debt, with any remaining proceeds invested in
commercial paper. The difference between fully diluted and primary
earnings per share was not significant in any year. On September 22,
1995, the Company completed the sale of 1,465,000 shares of its common
stock and used $1,500,000 of the proceeds to pay down its term debt.
If this transaction had occurred at the beginning of fiscal 1995, the
unaudited proforma net loss per share on continuing operations for the
year would have been $.55.
Software Development Costs: Certain acquired software development
costs are being amortized over their estimated economic life,
principally five years, commencing when each product is available for
general release. Internal software development and any other costs of
development are expensed as incurred.
<PAGE>
Reclassifications: Certain reclassifications have been made to prior
period consolidated financial statements to conform to the July 31,
1995 presentation.
2. Business Segment Reporting
The Company's consolidated operations are made up of three business
segments: Data Communications, Electronic Instrumentation, and
Uninterruptible Power Supplies ("UPS"). The UPS segment manufactures
uninterruptible power supplies and power regulating equipment. The
results of the UPS segments' operations have been reported as
discontinued operations in the Company's consolidated financial
statements. Intersegment sales are not material.
The Data Communications segment designs, develops and manufactures
high performance modems, modem channel banks, bridges, routers and
multiplexors, for accessing Wide Area Networks (WAN's)and Local Area
Networks (LAN's).
The Electronic Instrumentation segment designs and manufactures
equipment and systems for analysis of electromagnetic interference and
communications security including applications in satellite
communications.
The table below does not include net assets of discontinued operations
within Identifiable Assets for the years presented. Net assets for
discontinued operations were $1,376,000, $3,468,000, and $3,859,000
for fiscal years 1995, 1994 and 1993 respectively.
Year Data Electronic
Ended Communications Instrumentation Total
----- -------------- --------------- ------
(thousands of dollars)
Revenues 1995 52,610 5,609 58,219
1994 61,965 5,877 67,842
1993 44,158 6,418 50,576
Income(Loss) 1995 (5,191) 121 (5,070)
from Continuing 1994 1,892 3 1,895
Operations 1993 1,045 (243) 802
Identifiable 1995 39,243 4,514 43,757
Assets 1994 44,231 4,124 48,355
1993 41,879 4,265 46,144
Depreciation
Amortization 1995 4,421 200 4,621
1994 3,676 161 3,837
1993 2,659 96 2,755
Capital
Expenditures 1995 1,702 37 1,739
1994 2,207 180 2,387
1993 2,212 159 2,371
3. Discontinued Operations
In July 1995, the Board of Directors decided to focus more of the
Company's resources on its main business of data communications and
therefore decided to sell Technipower, Inc. (Technipower), business
segment and wholly owned subsidiary manufacturing uninterruptible
power supplies and power regulating equipment. As a result of this
action, the Company recorded estimated costs relating to the
disposition of Technipower of $1,400,000.
<PAGE>
Previously reported financial statements have been restated to reflect
Technipower as a discontinued operation and discontinued business
segment. The following is a summary of operating and segment
information for Technipower(in thousands):
Year Ended July 31,
1995 1994 1993
----- ----- -----
Revenues $ 3,351 $ 5,991 $ 6,226
Loss from operations
before income taxes (1,783) (891) (737)
Loss on disposal
before income taxes (1,400) -- --
------ ------ ------
Total loss
from discontinued operations $(3,183) $ (891) $ (737)
====== ===== =====
Depreciation and Amortization $ 215 $ 308 $ 266
====== ===== =====
Capital Expenditures $ 130 $ 261 $ 177
====== ===== =====
Identifiable Assets at year end $ 3,437 $ 3,988 $ 5,020
====== ===== =====
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 on disposal before income taxes for fiscal 1995 includes an
accrual of approximately $1,000,000 in operating losses through the
anticipated disposal date of Technipower.
Net assets of the discontinued operations consist of the following (in
thousands):
July 31,
1995 1994
----- -----
Current assets $ 2,784 $ 3,128
Current liabilities 650 495
----- -----
Net current assets 2,134 2,633
Property, plant and equipment, net 375 474
Other non-current tangible assets, net 22 62
Non-current liabilities 10 25
----- -----
Net tangible assets 2,521 3,144
Intangible assets, net 255 324
----- -----
2,776 3,468
Estimated loss on disposal (1,400) --
----- -----
$ 1,376 $ 3,468
===== =====
<PAGE>
4. Acquisitions
On May 6, 1993, the Company acquired all of the outstanding stock of
Datability, Inc. The acquisition was accounted for by the purchase
method, and accordingly, the results of operations of Datability are
included in the Consolidated Statement of Operations from the date of
acquisition. Datability has been consolidated with the Company's data
communications operations located in Gaithersburg, Maryland.
The acquisition was accomplished through the issuance of 1,050,000
shares of the Company's common stock. The purchase price totalled
$4,980,000 including acquisition costs of $386,000. At the
acquisition date, the purchase price exceeded net assets acquired by
$8,169,000. Under terms of the agreement, the final purchase price
was dependent upon the valuation of the net assets acquired. During
fiscal 1994, a valuation adjustment of $829,000 resulted in 124,388
shares of the Company's common stock being returned to the Company
thereby reducing the excess of cost over net assets acquired.
The unaudited proforma results from continuing operations of the
Company for the fiscal year ended July 31, 1993, assuming the
acquisition of Datability had occurred at the beginning of the year,
is as follows (in thousands except per share amounts):
Net revenues $ 62,651
Net income (loss) (1,402)
Earnings (loss) per common and
equivalent share (.20)
The unaudited proforma results reflect proforma adjustments for the
amortization of goodwill, recognition of interest expense and the
issuance of 1,050,000 shares of the Company's stock. The unaudited
proforma results do not purport to represent what the actual results
would have been had the acquisition occurred at the beginning of the
year nor do they purport to represent the future results of the
combined entity.
5. Balance Sheet Detail
(in thousands)
July 31,
1995 1994
------ ------
Inventories:
Raw material $ 6,930 $ 6,133
Work in process 1,458 1,768
Finished goods 5,692 7,094
------ ------
Total inventories $ 14,080 $ 14,995
====== ======
Property and equipment, net:
Machinery, and equipment $11,734 $11,236
Purchased software and technology 5,486 5,466
Leasehold improvements 980 981
------ ------
Total property and equipment, at cost 18,200 17,683
Less accumulated depreciation
and amortization 15,078 12,980
------ ------
Total property and equipment, net $ 3,122 $ 4,703
====== ======
Excess of cost over net assets acquired,net
Cost $ 8,090 $ 8,144
Less accumulated amortization 2,401 1,567
------ ------
$ 5,689 $ 6,577
====== ======
<PAGE>
6. Financing
Bank Financing: In conjunction with the sale of common stock as
described more fully in Note 9, the Company amended the credit
agreement with its principal bank subsequent to July 31, 1995. The
agreement as amended, provides for a working capital facility of
$5,500,000 with borrowings based on qualified accounts receivable and
inventory. 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.
The agreement expires December 31, 1995. At July 31, 1995, the
Company had utilized $5,192,000 of which $97,000 was for outstanding
letters of credit. Average monthly borrowings under the working
capital facility were $4,621,000 at a weighted average interest rate
of 9.6% for fiscal 1995, $1,475,000 at a weighted average interest
rate of 7.2% for fiscal 1994, and $471,000 at a weighted average
interest rate of 6.0% for fiscal 1993.
In addition, the Company at July 31, 1995 had $3,848,000 in term loans
with its principal bank which expire December 1996 through September
1997. These notes require monthly payments with interest at the bank's
prime rate plus 2%. The agreement as amended in September 1995,
requires $1,500,000 of the proceeds from the equity financing be
applied to reduce the principal balance of the term loans. In
addition, the Company is required to repay the remaining term loans by
December 31, 1995 with proceeds from the sale of assets.
The amended bank facility requires the Company to maintain a ratio of
current assets to current liabilities of at least 1.6 to 1, a ratio of
adjusted earnings to interest expense of (4.2) to 1 at July 31, 1995
and (4.9) to 1 at October 31, 1995, and a ratio of adjusted earnings
to fixed charges of (1.2) to 1 at July 31, 1995 and (2.0) to 1 at
October 31, 1995.
Subordinated debt: In April 1995, as part of the bank financing
arrangements, the Company was required to amend its subordinated debt
agreement. This amendment reduced the principal payment due May 6,
1995 to $75,775 with additional principal payments allowed only after
the bank term loans have been reduced by $3,000,000. Interest, which
is payable monthly, accrues at the prime rate plus 1%. The
outstanding principal balance is due on May 6, 1996. Principal and
interest payments must be suspended in the event the Company is in
default of its loan agreement with its principal bank. At July 31,
1995, the Company had outstanding subordinated debt of $979,000.
Long-Term Debt: Long-term debt at July 31, 1995 and 1994 consisted of
(in thousands):
1995 1994
------ ------
Term Loans $ 3,848 $ 6,668
Subordinated Debt 979 1,054
------ ------
4,827 7,722
Capital leases and other 854 1,168
------ ------
5,681 8,890
Less current portion (5,164) (3,153)
------ ------
Long-term debt $ 517 $ 5,737
====== ======
<PAGE>
Future maturities of long-term debt (of which $1,847,000 was paid by
October 17, 1995) are as follows:
Year Ending July 31,
1996 $ 5,164
1997 201
1998 151
1999 165
------
Total $ 5,681
======
7. Income Taxes
Effective August 1, 1993, the Company changed its method of accounting
for income taxes to comply with the provisions of Statement of
Financial Accounting Standards No. 109 (FAS 109), "Accounting for
Income Taxes." The provisions of FAS 109 changes the asset
recognition of net operating loss and tax credit carryforwards. There
was no cumulative effect of adopting this accounting change.
The differences between the tax provision (benefit) from continuing
operations calculated at the statutory federal income tax rate and the
actual tax benefit for each year is shown in the table below.
1995 1994 1993
------ ------ ------
Tax provision at federal
statutory rate $ (1,724) $ 644 $ 273
Amortization of non-
deductible intangibles 283 283 192
State & foreign taxes, net of
federal benefit (218) 236 78
Utilization of net operating
loss carryforward -- (1,195) (668)
Change in valuation allowance 1,134 (538) -
Other (53) 57 59
------ ------ ------
Income tax benefit $ (578) $ (513) $ (66)
The primary components of temporary differences which give rise to the
Company's net deferred tax asset are shown in the table below. At
July 31, 1995 the Company had federal net operating loss carryforwards
of approximately $6,691,000 of which $1,505,000 expires in 2007 and
$5,186,000 expires in 2010 and general business and other tax credits
of $1,248,000 to reduce future tax liabilities through 2008.
As of July 31,
1995 1994
---- ----
Deferred tax assets:
Reserves and other contingencies $ 1,838 $ 1,152
Depreciation and amortization 16 201
Other -- 199
Net operating loss 2,854 264
General business and other tax credits 1,248 1,302
Loss on discontinued operations 582 --
Valuation reserve (4,454) (2,148)
------ ------
Total deferred tax assets 2,084 970
Deferred tax liabilities:
Amortization of technologies (384) (431)
------ ------
Net deferred tax assets $ 1,700 $ 539
====== ======
<PAGE>
8. Commitments and Contingencies
The Company leases office and manufacturing facilities and equipment
under lease agreements, certain of which are renewable at the
Company's option and/or provide for increases in rent related to
increases in the Consumer Price Index and other factors. Rent expense
for the fiscal years 1995, 1994 and 1993 was $1,941,000, $1,754,000,
and $1,370,000, respectively. Approximate aggregate future minimum
rentals applicable to operating leases in effect at July 31, 1995 are
as follows (in thousands):
Year Ending July 31,
1996 $ 1,762
1997 1,717
1998 1,777
1999 1,824
2000 934
Beyond 2000 1,539
------
Total minimum rentals $ 9,553
======
The Company initiated a lawsuit in December 1994 against Network
Systems Corporation ("NSC") for breach of contract, fraudulent
inducement and defamation. The suit is seeking specific performance,
compensatory damages of $2,000,000 and punitive damages of $5,000,000.
The litigation arises out of a contract in which the Company agreed to
develop certain computer hardware and software to NSC's
specifications. NSC subsequently brought a counterclaim alleging
negligent misrepresentation, fraud and breach of contract by the
Company. NSC is seeking recision of the contract, restitution of
monies paid by NSC to the Company, compensatory damages of $5,000,000
and punitive damages in an unspecified amount. As of July 31, 1995,
the litigation was in the discovery stage.
The Company has initiated a lawsuit against Standard Microsystems
Corp. ("SMC") for breach of contract including failure to transfer
technology, unfair competition and false representations. The suit
seeks damages of $8 million. SMC subsequently brought a counterclaim
alleging breach of contract and recovery of amounts due under the
contract which are approximately $1 million. As of July 31, 1995, the
litigation was in the discovery stage.
In April 1994, the Company was involved in a jury trial in which a
former employee in the Company's Chicago sales office alleged
employment discrimination based on sex. The suit sought compensatory
damages and punitive damages together with attorney's fees, costs and
interest thereon. The court entered judgement in favor of the
plaintiff in the amount of $240,000 plus attorney's fees and costs in
the amount of $146,000. These judgements have been appealed. On
September 8, 1995, oral arguments were presented to the Court of
Appeals and the Court has taken the case under advisement. Management
believes the Company's position is sound and that the Company should
prevail on the appeal.
The Company is involved in other routine litigation.
Management believes none of the litigation will have a material
adverse effect on the Company's financial position or results of
operations.
<PAGE>
9. Shareholders' Equity
Subsequent Event: 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. The Company is required to file a shelf
registration with the SEC prior to December 31, 1995 covering the
shares issued in the transaction and keep the shelf registration
effective for three years. The Investors may request one public
registration after the three years until the later of September 22,
1999 or 30 days after the Company files its annual report on form 10-K
for the fiscal year ended July 31, 1999. If the Company does not keep
the shelf registration effective for the required three years, the
Investors are entitled to require the Company to effect up to two
public registrations during that time. As part of the transaction, the
Company has agreed to increase the Board of Directors of Penril by one
and, so long as the Investors collectively own in the aggregate not
less than 10% of the issued and outstanding common stock, the
Investors are entitled to fill such vacancy by designating one person
to the Board of Directors.
Serial Preferred Stock: The Company's Serial Preferred Stock may be
issued in one or more series. The shares of any series may be
convertible into Common Stock, may have priority over Common Stock in
the payment of dividends and in the distribution of assets in the
event of liquidation or dissolution of the Company, and may have
preferential or other voting rights, all as determined by the Board of
Directors at the time it approves the series.
Employee Stock Options and Stock Awards: On October 8, 1986, the
Company adopted the 1986 Incentive Plan (the "1986 Plan"). Under the
1986 Plan, which will terminate on October 8, 1996, awards may be
granted to key employees of the Company and its subsidiaries in one or
more of the following forms: (i) Incentive Stock Options; (ii)
Non-qualified Stock Options; and (iii) Restricted Stock Awards. The
option price of shares of Common Stock subject to options granted
under the 1986 Plan will not be less than 100% (110% in the case of
Incentive Stock Options granted to optionees holding more than ten
percent of the voting stock of the Company at the date of grant) of
the fair market value of shares of Common Stock at the date of grant.
No option will be exercisable more than ten years (five years in the
case of Incentive Stock Options granted to optionees holding more than
ten percent of the Voting Stock of the Company on the date of grant)
from the date it is granted. An aggregate of 1,503,822 shares were
reserved for issuance under the 1986 Plan at July 31, 1995.
The terms of Restricted Stock Awards ("Stock Awards") granted under
the 1986 Plan are determined at the time of issuance and are evidenced
by a written Restricted Stock Agreement. Any Stock Awards granted are
subject to approval by a majority of all "disinterested directors" as
defined in Rule 16b-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934. Of the total shares reserved under
the 1986 Plan, a maximum of 400,000 shares are available for grant in
the form of Stock Awards.
On October 1, 1992, the Company granted Stock Awards for 71,220 common
shares of the Company to all manufacturing, engineering, marketing and
administrative employees of the Gaithersburg, Maryland facility. The
Stock Awards granted vested over two years and employees had to be
employed by the Company when the vested shares were issued. Of the
total shares awarded, 53,020 were issued. The Company issued 29,560
shares on October, 1993 which represented 50% of the Stock Awards
outstanding on that date and the remaining 23,460 shares on October 1,
1994. Compensation related to the Stock Award Program was amortized
over the vesting period.
<PAGE>
Non-Employee Director Stock Options: On December 9, 1987, the Company
adopted the Non-Employee Directors' Stock Option Plan ("Directors
Plan"). Under the Directors Plan an option to purchase 24,000 shares
is automatically granted to each non-employee director on the first
day of his initial term. In addition, options to purchase shares are
automatically granted to each non-employee director on the fifth
business day after the Annual Report on Form 10-K is filed with the
Securities and Exchange Commission as follows: in each of the first
two successive years after the initial grant an option to purchase
6,000 shares is granted, and in each of the next five successive years
an option to purchase 3,000 shares is granted. The option price per
share of any option granted under the Directors Plan is the fair
market value of a share of Common Stock on the date the option is
granted. No option will be exercisable more than ten years from the
date of grant. An aggregate of 273,333 shares were reserved for
issuance under the Directors Plan at July 31, 1995.
A summary of stock option transactions during the three years ended
July 31, 1995 is as follows:
1986 Incentive
Plan Directors Plan
------------------ ------------------
Number Average Number Average
of Price of Price
Shares Per Share Shares Per Share
------- -------- -------- ---------
Outstanding August 1, 1992 617,168 4.01 180,000 3.02
Granted 635,250 4.28 15,000 3.75
Exercised (26,666) 2.60 (30,000) 1.53
Canceled (33,000) 3.79 - -
--------- ------ ------- ------
Outstanding July 31, 1993 1,192,752 4.15 165,000 3.35
Granted 81,500 4.76 39,000 4.84
Exercised (132,700) 2.77 - -
Canceled (104,133) 4.67 - -
--------- ------ ------- ------
Outstanding July 31, 1994 1,037,419 $ 4.15 204,000 $ 3.64
Granted 348,000 3.12 18,000 3.25
Exercised (33,067) 2.23 - -
Canceled (233,617) 4.15 - -
--------- ------ ------- ------
Outstanding July 31, 1995 1,118,735 $ 3.89 222,000 $ 3.61
Exercisable Options
at July 31, 1995 531,968 $ 4.14 158,000 $ 3.37
Warrants:
In March, 1987, Henry D. Epstein joined the Company as President and
Chief Executive Officer and was issued Class A warrants to purchase
400,000 shares of Common Stock at $2.23 per share and Class B warrants
to purchase 80,000 shares of Common Stock at $2.34 per share. Mr.
Epstein exercised 220,000 Class A warrants in January 1993, 80,000
Class A warrants in January 1994 and 100,000 Class A warrants in
February 1994. In February 1995, Mr. Epstein exercised all 80,000
Class B warrants. All exercises were accomplished by delivery of
shares previously held.
In October 1992, the Company issued a warrant to purchase 166,000
shares of common stock at $4.50 per share, the fair market value on
the date of issuance, to Coast Federal Savings Bank ("Coast") in
settlement of a law suit brought against the Company. In addition,
the Company issued Class E warrants to purchase 25,000 shares of
common stock at $3.625 per share, the fair market value on the date of
issuance, to Mr. Henry Epstein in consideration for Mr. Epstein, in
his capacity as a stockholder of Penril, assisting Penril in settling
the litigation with Coast. The Coast warrant expired June 7, 1995.
The Class E warrants were exercised subsequent to July 31, 1995.
Cash Dividends: The Company declared a $.02 per share cash dividend
to the holders of record on December 16, 1993 and paid December 30,
1993. There were 7,332,296 shares outstanding on the record date. No
cash dividends are allowed under the current banking arrangement.
10. Retirement and Savings Plan
The Company's Retirement and Savings Plan ("401(k) Plan") is a defined
contribution plan including provisions of section 401(k) of the
Internal Revenue Code. Employees of the Company who have completed 90
days of service ("Participants") are eligible to participate in the
401(k) Plan. The 401(k) Plan permits, but does not require, the
Company to match employee contributions. In addition, the Company may
make discretionary contributions to the 401(k) Plan which will be
allocated to each Participant based on the ratio of such Participant's
eligible compensation to the total of all Participants' eligible
compensation. Amounts contributed by the Company vest as to 30% after
1 year of eligible service, 60% after 2 years of eligible service and
100% after 3 years of eligible service. Participants may elect to
direct the investment of their contributions in accordance with the
provisions of the 401(k) Plan. The Company made matching
contributions of $55,000, $46,000 and $45,000 during fiscal 1995, 1994
and 1993, respectively. There were no additional Company
contributions in any year. The Company provides no post-employment or
post-retirement benefits.
11. Geographic Area Information
The Company's foreign operations consists principally of sales and
marketing activities through subsidiaries located in Hong Kong and the
United Kingdom. Certain information, including the effect of
intercompany transactions, relating to the Company's operations on a
geographic basis is as follows (in thousands):
Revenues 1995 1994 1993
U.S. Revenue ------ ------ ------
Domestic $ 33,338 $41,397 $28,152
Export:
Europe 6,780 11,129 9,738
Pacific Rim 7,195 5,257 4,989
Central and South America 3,503 4,581 4,120
Other International 4,600 4,595 2,778
------ ------ ------
Total Exports 22,078 25,562 21,625
Total U.S. Revenue $ 55,416 $66,959 $49,777
Revenue from foreign subsidiaries 6,839 7,876 5,032
Adjustments and eliminations (4,036) (6,993) (4,233)
------ ------ ------
Total Revenues $ 58,219 $67,842 $50,576
====== ====== ======
Income (Loss) before taxes
U.S. $ (5,021) $ 2,520 $ 1,219
Foreign 688 1,479 443
Eliminations (737) (2,104) (860)
------ ------ ------
Total Income (Loss) from
continuing operations before
taxes $ (5,070) $ 1,895 $ 802
====== ====== ======
Identifiable Assets
U.S. $ 41,691 $47,975 $47,497
Foreign subsidiaries 3,441 3,848 2,506
------ ------ ------
Total Identifiable Assets $ 45,132 $51,823 $50,003
====== ====== ======
12. Subsequent Events
On December 21, 1995, the Company amended the credit agreement with
its principal bank to extend the credit agreement to March 31, 1996
and eliminate the Company's obligations to comply with the financial
covenants for the fiscal quarter ended January 31, 1996.
In February, 1996, the Company issued an aggregate of 750,000 shares
of its unregistered common stock for approximately $5,100,000 in
private transactions. The Company may be requested by the holders to
file a shelf registration with the SEC covering the shares issued in
the transaction and keep the shelf registration effective for up to
three years.
In November, 1995, the Company filed an amended complaint in its suit
against SMC which increased the amount of damages from $8 million to
$50 million.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) 1. Financial Statements
--------------------
Included in Part II of this report:
Independent Auditors' Report
Consolidated Statements of Operations for each of
the three years in the period ended July 31, 1995
Consolidated Balance Sheets as of July 31, 1995 and 1994
Consolidated Statements of Cash Flows for each of the
three years in the period ended July 31, 1995
Consolidated Statements of Shareholders' Equity
for each of the three years in the period ended
July 31, 1995
Notes to Consolidated Financial Statements for
the years ended July 31, 1995, 1994, and 1993
(a) 2. Financial Statement Schedule
-----------------------------
Included in Part IV of this report:
Independent Auditors' Report on Schedule
Schedule II -Valuation and Qualifying Accounts
Other schedules are omitted because of the absence of conditions under
which they are required or because the required information is given
in the Financial Statements or notes thereto.
3. Exhibits
The exhibits are set forth on the attached Exhibit Index which is
incorporated by reference. Exhibits are included only in the copies of
this Form 10-K filed with the Securities and Exchange Commission and
NASDAQ.
4. Reports on Form 8-K None
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Penril DataComm Networks, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
PENRIL DATACOMM NETWORKS, INC.
By:\s\Henry D. Epstein
------------------------------
Henry D. Epstein
President, Chief Executive Officer, and
Chairman of the Board of Directors
Date: February 16, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated:
\s\Henry D. Epstein
------------------------------
Henry D. Epstein,
Chief Executive Officer and
Chairman of the Board of Directors
Date: February 16, 1996
\s\Richard D. Rose
------------------------------
Richard D. Rose,
Vice President, Chief Financial Officer
and Chief Accounting Officer
Date: February 16, 1996
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
Penril DataComm Networks, Inc.
Gaithersburg, Maryland
We have audited the consolidated financial statements of Penril DataComm
Networks, Inc. and subsidiaries as of July 31, 1995 and 1994, and for each of
the three years in the period ended July 31, 1995, and have issued our report
thereon dated October 17, 1995 (which report is included herein). Our audits
also included the financial statement schedule of Penril DataComm Networks,
Inc., listed in Item 14. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
\s\Deloitte & Touche LLP
Deloitte & Touche LLP
Washington, D.C.
October 17, 1995
(February 9, 1996 as to Note 12)
<PAGE>
SCHEDULE II
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Balance Charged Charged
at to Costs to Balance
Beginning and Other Deductions at End
Description of Period Expenses Accounts(a) (b) of Period
- ------------ --------- -------- ----------- ---------- ---------
ALLOWANCE FOR DOUBTFUL ACCOUNTS
APPLICABLE TO ACCOUNTS RECEIVABLE-FROM CONTINUING OPERATIONS
Fiscal 1995 $ 997 $ 846 $ 5 $ (714) $ 1,134
==== ==== == ===== =====
Fiscal 1994 $ 927 $ 196 $ 8 $ (134) $ 997
==== ==== == ===== =====
(a) Recoveries of accounts previously written off.
(b) Write-off of bad debts.
<PAGE>
INDEX TO EXHIBITS
Page 1 of 2
Exhibit
No. EXHIBIT DESCRIPTION Ref.
- ------- ------------------- ----
2.01 Agreement and Plan of Merger dated May 6, 1994 among
the Company, Datability, Inc., PD Acquisition Corp. and
the stockholders of Datability listed on Appendix I
together with Appendix I thereto (Exhibit 2.01 to Form
8-K filed (May 21, 1993) *
3.01 Amended and restated By-Laws of the Company (Exhibit
(3)(a)(ii) to Form 10-K filed December 18, 1987). *
3.02 Certificate of Amendment of Certificate of
Incorporation of the Company (Exhibit 4.3 to Form
S-3 filed April 29, 1991). *
4.01 Amended and Restated Credit Agreement dated as of May
6, 1993 between the Company and Signet Bank/Maryland.
(Exhibit 4.01 to Form 8-K filed May 21, 1993) *
4.02 Amendment No.1 to the Amended and Restated Credit
Agreement dated as of May 6, 1993 between the Company
and Signet Bank/Maryland. Amends the agreement at 4.05
above. (Exhibit 4.01 to Form 10-Q filed March 3,1995) *
4.03 Amendment No.2 to the Amended and Restated Credit
Agreement dated as of May 6, 1993 between the Company
and Signet Bank/Maryland. Amends the agreements at
4.01 and 4.02 above. (Exhibit 4.07 to Form 10-K filed
October 28, 1994) *
4.04 Second Amended and Restated Credit Agreement dated as
of April 25, 1995 to the Amended and Restated Credit
Agreement dated as of May 6, 1993 between Penril
DataComm Networks, Inc. and Signet Bank/Maryland.
Amends the agreements at 4.01, 4.02 and 4.03 above.
(Exhibit 4.01 to Form 10-Q filed June 14, 1995) *
4.05 Amendment No.1 dated as of September 19, 1995 to the
Second Amended and Restated Credit Agreement between
Penril DataComm Networks, Inc. and Signet
Bank/Maryland. Amends the agreement at 4.04
above. (Exhibit 4.05 to Form 10-K filed October 27, 1995) *
4.06 Subordinated Promissory Note of Datability, Inc. dated
May 6, 1993 in the principal amount of $909,126 payable
to the order of Howard International Corp.
(Exhibit 4.02 to Form 8-K filed May 21, 1993) *
4.07 Subordinated Promissory Note of Datability, Inc. dated
May 6, 1993 in the principal amount of $395,374 payable
to the order of John Howard.
(Exhibit 4.03 to Form 8-K filed May 21, 1993) *
4.08 Amendment No. 1 dated as of April 25, 1995 to the
Subordination Agreement dated as of May 6, 1993, among
Howard International Corporation, John Howard, Signet
Bank/Maryland, and Datability, Inc.
(Exhibit 4.02 to Form 10-Q filed June 14, 1995) *
4.09 Stock Purchase Agreement dated as of September 22, 1995
among Registrant and Pequot Partners Fund, L.P., Pequot
International Fund Inc., and Pequot Endowment Fund,
L.P. (Exhibit 4.01 to Form 8-K filed October 6, 1995) *
<PAGE>
INDEX TO EXHIBITS
Page 2 of 2
Exhibit
No. EXHIBIT DESCRIPTION PAGE
- ------- -------------------- ----
4.10 Registration Rights Agreement dated as of September 22,
1995 among Registrant and Pequot Partners Fund, L.P.,
Pequot International Fund Inc., and Pequot Endowment
Fund, L.P. (Exhibit 4.01 to Form 8-K filed October 6,
1995) *
4.11 Amendment No.2 dated as of December 21, 1995 to the
Second Amended and Restated Credit Agreement between
Penril DataComm Networks, Inc. and Signet
Bank/Maryland. Amends the agreement at 4.05
above.
10.01 1986 Incentive Plan of Penril DataComm Networks, Inc.,
As Amended (Exhibit 4.1 to Form S-8 filed
April 29, 1991). *
10.02 Employment Agreement dated September 21, 1989, between
the Company and Henry D. Epstein. (Exhibit 10.05 to
Form 10-K filed October 11, 1989) *
10.03 Employment Agreement dated as of May 1, 1994 between
the Company and Ronald A. Howard (Exhibit
10.01 to Form 8-K filed May 21, 1994) *
10.04 Amendment to Employment Agreement dated October 25,
1995 between the Company and Ronald A. Howard. Amends
10.03 above.(Exhibit 10.04 to Form 10-K filed
October 27, 1995) *
10.05 1987 Non-Employee Directors' Stock Option Plan of
Penril DataComm Networks, Inc., as Amended
(Exhibit 4.1 to Form S-8 filed April 29, 1991). *
22 Subsidiaries of the Registrant
23 Independent Auditors' Consent
* Indicates Exhibits incorporated herein by reference.
Documents not so marked have been filed herewith.
<PAGE>
EXHIBIT 22
PENRIL DATACOMM NETWORKS, INC. AND SUBSIDIARIES
SUBSIDIARIES OF THE REGISTRANT
Jurisdiction of
Name (1) Incorporation
- ----------------------- ---------------------
Datability, Inc. Delaware
Electro-Metrics, Inc. Delaware
Technipower, Inc. Delaware
Penril Electronics, Inc. Delaware
Penril Technologies, Inc. Delaware
Penril Power Systems, Inc. Delaware
Penril DataComm Ltd. United Kingdom
Penril (Far East) Ltd. Hong Kong
Penril International Ltd. U. S. Virgin Islands
(1) This also represents the name under which the subsidiary does business.
Amendment No. 2
dated as of December 21, 1995
to the
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
dated as of April 25, 1995,
as amended by Amendment No. 1 dated as of September 19, 1995,
between
PENRIL DATACOMM NETWORKS, INC.
and
SIGNET BANK
TABLE OF CONTENTS
Page
Section 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Amendments to the Amended Agreement . . . . . . . . . . . 1
Section 3. Effectiveness . . . . . . . . . . . . . . . . . . . . . . 3
Section 4. Existing Revolving Note . . . . . . . . . . . . . . . . . 4
Section 5. Integration; Confirmation . . . . . . . . . . . . . . . . 4
Section 6. Counterparts. . . . . . . . . . . . . . . . . . . . . . . 4
Section 7. Successors and Assigns. . . . . . . . . . . . . . . . . . 5
Section 8. Governing Law . . . . . . . . . . . . . . . . . . . . . . 5
Exhibit A - Form of Revolving Note
Exhibit B - Form of Guarantor Consent
Amendment No. 2
This Amendment No. 2 (this "Amendment No. 2") is dated
as of December 21, 1995 and is between PENRIL DATACOMM NETWORKS,
INC., a Delaware corporation (the "Borrower"), and SIGNET BANK, a
Virginia banking corporation, as successor to Signet
Bank/Maryland (the "Bank").
The Borrower and the Bank are parties to a Second
Amended and Restated Credit Agreement dated as of April 25, 1995,
as amended by "Amendment No. 1 thereto dated as of September 19,
1995 (the "Amended Agreement"). The Borrower has requested the
Bank to extend the availability period for Revolving Loans,
Letters of Credit and Exchange Contracts from December 31, 1995
to March 31, 1996 and to suspend the Borrower's obligation to
comply with the financial covenants specified in the Amended
Agreement for the fiscal quarter ended January 31, 1996. The
Bank is agreeable to the Borrower's request, all on the terms and
conditions set forth in this Amendment No. 2. Accordingly, the
parties hereto agree as follows:
Section 1. Definitions. Terms used herein and not
defined which are defined in the Amended Agreement shall have for
the purposes hereof the respective meanings set forth therein.
Section 2. Amendments to the Amended Agreement.
(a) The Amended Agreement is hereby amended by
substituting "Signet Bank" for all references to "Signet
Bank/Maryland" therein.
(b) Section 1.1 of the Amended Agreement is hereby
amended by adding the following definitions in appropriate
alphabetical order:
"Asset Sale" means any sale, lease or other
disposition (including any such transaction effected by
way of merger or consolidation) by the Borrower or any
Subsidiary of any asset, including without limitation
any sale-leaseback transaction, whether or not
involving a capital lease but excluding
(i) dispositions of inventory or other products or
services in the ordinary course of business and
(ii) dispositions of equipment in the ordinary course
of business, the Net Cash Proceeds of which are used to
purchase replacement equipment within 120 days after
the disposition thereof; provided that the aggregate
amount of Net Cash Proceeds not constituting Asset
Sales pursuant to this clause (ii) shall not exceed
$100,000 in any one fiscal year of the Borrower.
"Equity Issuance" means any sale or issuance by
the Borrower or any Subsidiary of its capital stock,
other than capital stock issued by the Borrower
pursuant to employee stock options, director stock
options or other employee benefit plans.
"Net Cash Proceeds" means, with respect to any
Reduction Event, an amount equal to the cash proceeds
received by the Borrower or any of its Subsidiaries
from or in respect of such Reduction Event (including
any cash proceeds received as income or other proceeds
of any noncash proceeds of any Asset Sale), less
(i) any expenses reasonably incurred by such Person in
respect of such Reduction Event and (ii) if such
Reduction Event is an Asset Sale, (A) the amount of any
Debt secured by a Lien on any asset disposed of in such
Asset Sale and discharged from the proceeds thereof and
(B) any taxes actually paid or to be payable by such
Person (as estimated by a senior financial or
accounting of the Borrower, giving effect to the
overall tax position of the Borrower) in respect of
such Asset Sale.
"Reduction Event" means (i) any Asset Sale or
(ii) any Equity Issuance.
(c) The definition of "Applied Revolving Amount" in
Section 1.1 of the Amended Agreement is hereby amended by
deleting the parenthetical in clause (iii).
(d) The definition of "Letter of Credit" in Section
1.1 of the Amended Agreement is hereby amended by deleting the
phrase ", including the 1995 Appeal Bond LC".
(e) Section 1.1 of the Amended Agreement is hereby
amended by deleting the definitions of "Net Sales Proceeds" and
"1995 Appeal Bond LC".
(f) Section 2.2(b) of the Amended Agreement is hereby
amended by substituting the word "issue" for the word "issues"
therein.
(g) The Amended Agreement is hereby amended by
substituting "March 31, 1996" for each reference to "December 31,
1995" which appears in Sections 2.2, 2.3, 2.10(b) and 2.11.
(h) Section 2.9 of the Amended Agreement is hereby
amended by deleting the word "and" immediately prior to the
phrase "December 31, 1995", by substituting a comma therefor and
by adding the phrase "and March 31, 1996" immediately before the
period.
(i) Section 2.10 (c) of the Amended Agreement is
hereby amended by deleting the caption and introductory language
through and including the colon which first appears therein and
by substituting the following in lieu thereof:
(c) Reduction Transactions. In addition to any
other required payments pursuant to this Section 2.10,
if the Borrower or any Subsidiary shall at any time
receive any Net Cash Proceeds of any Reduction Event,
an amount equal 100% of such Net Cash Proceeds shall be
applied (forthwith upon receipt by the Borrower or any
of its Subsidiaries, as the case may be) as follows:
(j) The Amended Agreement is hereby amended by adding
the following as a new Section 5.7:
Section 5.7. Suspension of Financial Covenants
for Quarter Ending January 31, 1996. Compliance by the
Borrower with the requirements of this Article V shall
be determined as of the end of each fiscal quarter as
specified herein, other than for the fiscal quarter
ending January 31, 1996, but the results of operation
and financial position of the Borrower and its
Subsidiaries for such fiscal quarter shall be included
for purposes of determining the compliance by the
Borrower with the requirements specified herein for
other fiscal quarters.
(k) The Amended Agreement is hereby amended by
substituting Exhibit A to this Amendment No. 2 as Exhibit A to
the Amended Agreement.
Section 3. Effectiveness. This Amendment No. 2
shall become effective as of the date hereof on the date (the
"Effective Date") when the last of the following conditions shall
have been satisfied:
(i) the Bank shall have received
counterparts of this Amendment No. 2 duly executed by
itself and the Borrower;
(ii) the Bank shall have received a
substitute Revolving Note of the Borrower,
substantially in the form of Exhibit A to this
Amendment No. 2, duly executed by the Borrower;
(iii) the Bank shall have received
counterparts of Guarantor Consents and Agreements,
substantially in the form of Exhibit B to this
Amendment No. 2, duly signed by each Guarantor;
(iv) the fact that the representations and
warranties of the Borrower contained in the Amended
Agreement shall be true on and as of the Effective
Date;
(v) the Bank shall have received all
documents it may reasonably request relating to the
existence of the Borrower and its authority to
execute, deliver and perform this Amendment No. 2,
and the validity of this Amendment No. 2 and any
other matters relevant hereto, all in form and
substance satisfactory to the Bank; and
(vi) on the Effective Date, the Borrower
shall have prepaid the Loans by an aggregate
principal amount of at least $200,000, such payment
being applied to repay the Acquisition Loan or the
Term Loans in the order required as if such net
proceeds were Net Cash Proceeds under Section
2.10(c)(ii), (iii) or (iv).
On the Effective Date, the Amended Agreement will be
automatically amended as set forth herein, effective as of
December 21, 1995. On and after the Effective Date, the rights
and obligations of the parties hereto shall be governed by the
Amended Agreement as amended by this Amendment No. 2.
Section 4. Existing Revolving Note. On the
Effective Date, the Revolving Note issued to the Bank under the
Amended Agreement will become void, and the Bank will promptly
return such Revolving Note to the Borrower. The failure by the
Bank so to return the Revolving Note delivered to it under the
Amended Agreement shall not affect the validity of the
Revolving Note delivered to it pursuant to Section 3 of this
Amendment No. 2.
Section 5. Integration; Confirmation. On and
after the Effective Date, each reference in the Amended
Agreement to "this Agreement", "herein", "hereunder" or words
of similar import, and each reference to any other document
delivered in connection with the Amended Agreement to the
"Credit Agreement", the "Amended Agreement" or the "Amended and
Restated Credit Agreement" shall be deemed to be a reference to
the Amended Agreement as amended by this Amendment No. 2, all
other terms and provisions of the Amended Agreement shall
continue in full force and effect and unchanged and are hereby
confirmed in all respects.
Section 6. Counterparts. This Amendment No. 2
may be signed in any number of counterparts, each of which
shall be an original, all of which taken together shall
constitute a single integrated agreement with the same effect
as if the signatures thereto and hereto were upon the same
instrument. Complete sets of counterparts shall be lodged with
the Borrower and the Bank.
Section 7. Successors and Assigns. The
provisions of this Amendment No. 2 shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns, including any successor or assignee
arising by operation of law.
Section 8. Governing Law. This Amendment No. 2
shall be governed by and construed in accordance with the laws
of the State of Maryland.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 2 to be duly executed as of the date and
year first above written.
PENRIL DATACOMM NETWORKS, INC.
By:\s\R. D. Rose
Title: Vice President, and
Chief Financial Officer
1300 Quince Orchard Blvd.
Gaithersburg, Maryland 20878
Telecopier Number: (301) 948-5761
with a copy to:
Richard D. Margolis, Esq.
Benesch, Friedlander, Coplan
& Aronoff
2300 BP America Building
200 Public Square
Cleveland, Ohio 44114
Telephone Number: (216) 363-4500
Telecopier Number: (216) 363-4588
SIGNET BANK
By\s\ Michelle Riley Levenson
Title: Vice President
7799 Leesburg Pike, Suite 500
Falls Church, Virginia 22043
Telecopier Number: (703) 506-9712
with copy to:
Brian D. Murphy, Esq.
McGuire, Woods, Battle & Boothe,
L.L.P.
One James Center
Richmond, Virginia 23219
Telephone Number: (804) 775-4332
Telecopier Number: (804) 775-1062
EXHIBIT A
FORM OF REVOLVING NOTE
December 21, 1995
$5,500,000 Falls Church, Virginia
For value received, PENRIL DATACOMM NETWORKS, INC., a
Delaware corporation (the "Borrower"), promises to pay to the order
of SIGNET BANK (the "Bank") on March 31, 1996 the principal amount of
FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000) or, if less,
the aggregate unpaid principal amount of all Revolving Loans made by
the Bank to the Borrower pursuant to, or continued under, the Second
Amended and Restated Credit Agreement dated as of April 25, 1995
between the Borrower and the Bank (as amended by Amendment No. 1
dated as of September 19, 1995 and by Amendment No. 2 dated as of
December 21, 1995 and as the same may be further amended, modified or
supplemented from time to time, the "Amended Agreement"). The
Borrower promises to pay interest on the aggregate unpaid principal
amount of such Loans on the dates and at the rate or rates provided
for in the Amended Agreement. All payments of principal and interest
shall be made in lawful money of the United States in immediately
available funds at the office of Signet Bank, 7799 Leesburg Pike,
Suite 500, Falls Church, Virginia 22043.
All Revolving Loans made by the Bank to the Borrower
pursuant to the Amended Agreement and all repayments of the principal
thereof shall be recorded by the Bank and, prior to any transfer
hereof endorsed by the Bank on the schedule attached hereto, or on a
continuation of such schedule attached to and made a part hereof;
provided, that any failure by the Bank to make such a notation or any
error therein shall not in any manner affect the obligation of the
Borrower to repay the Revolving Loans in accordance with the terms
hereof.
This Note is the Revolving Note referred to in the Amended
Agreement. Terms defined in the Amended Agreement are used herein
with the same meanings. Reference is made to the Amended Agreement
for provisions for the prepayment hereof and the acceleration of the
maturity hereof.
PENRIL DATACOMM NETWORKS, INC.
\s\Richard D. Rose
Richard D. Rose
Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Penril DataComm Networks, Inc.'s
Registration Statement No. 33-64439 on Form S-3, Registration Statement No. 33-
64437 on Form S-3, Registration Statement No. 33-31824 on Form S-3, Registration
Statement No. 33-40216 on Form S-8, Registration Statement No. 33-40217 on Form
S-3, Registration Statement No. 33-40218 on Form S-8, and Registration Statement
No. 33-63440 on Form S-3 of our reports dated October 17, 1995, appearing in
this Annual Report on Form 10-K of Penril DataComm Networks, Inc. for the year
ended July 31, 1995.
\s\Deloitte & Touche LLP
Washington, D.C.
February 19, 1996
