-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LP1qf27ymvEgOdcmREGVfRC7RHjOf40SnVtHeLGJ1ytVn4AHADAYSF81JoYOSJDJ t3zqAezPojJAqYjDfK6ejw== 0000001988-96-000003.txt : 19960103 0000001988-96-000003.hdr.sgml : 19960103 ACCESSION NUMBER: 0000001988-96-000003 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951031 FILED AS OF DATE: 19960102 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCESS CORP CENTRAL INDEX KEY: 0000001988 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 310673364 STATE OF INCORPORATION: OH FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 002-33108 FILM NUMBER: 96500078 BUSINESS ADDRESS: STREET 1: 4350 GLENDALE MILFORD RD STREET 2: STE 250 CITY: CINCINNATI STATE: OH ZIP: 45215-3700 BUSINESS PHONE: 5137868350 MAIL ADDRESS: STREET 1: 4350 GLENDALE MILFORD RD STREET 2: STE 250 CITY: CINCINNATI STATE: OH ZIP: 45242-3700 10-Q/A 1 THE PURPOSE OF THIS SUBMISSION IS TO ATTACH EXHIBIT 27 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q-AMENDMENT 1 [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarterly Period Ended October 31, 1995 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From ______________________________ to ________________________ Commission File Number 2-33108 ACCESS CORPORATION (Exact name of registrant as specified in its charter) Ohio 31-0673364 (State or other jurisdiction (I.R.S. Employer Identification of incorporation) Number) 4350 Glendale-Milford Road, Suite 250, Cincinnati, Ohio 45242-3700 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (513)786-8350 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ---------- -------- Indicate the number of shares outstanding of each of the issuer's classes of common shares, as of October 31, 1995. Common Stock, no par value: 3,453,257 shares; Class A Common Stock, no par value, 1,428,572 shares. PART I. FINANCIAL INFORMATION ACCESS CORPORATION BALANCE SHEET ASSETS
October31, April 30, 1995 1995 ---------- ----------- CURRENT ASSETS: Cash $ 917,202 $ 883,487 Accounts Receivable, Less Allowances 1,549,392 1,015,811 for Doubtful Accounts of $145,654 in October 1995 and $18,100 in April 1995 Inventories Raw Materials and Purchase Parts 64,720 79,495 Work - in - Process 155,693 318,598 Finished Goods 20,965 14,772 ---------- ---------- 241,378 412,865 Prepaid Expenses 174,249 68,990 Deferred Income Tax Benefit 100,900 112,000 ---------- ---------- TOTAL CURRENT ASSETS 2,983,121 2,493,153 EQUIPMENT AND LEASEHOLD IMPROVEMENTS Computer Hardware & Software 1,401,001 1,952,220 Machinery and Equipment 503,338 503,337 Office and Service Equipment 364,275 313,431 Leasehold Improvements 5,252 5,000 Tools, Dies and Fixtures 115,013 115,013 ---------- ---------- 2,388,879 2,889,001 Less Accumulated Depreciation (2,115,126) (2,646,833) ---------- ---------- 273,753 242,168 COMPUTER SOFTWARE COSTS 1,405,774 1,742,627 DEFERRED INCOME TAX BENEFIT 651,300 651,300 ---------- ---------- TOTAL ASSETS $5,313,948 $5,129,248 ========== ========== SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
ACCESS CORPORATION BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, April 30, 1995 1995 ----------- ----------- CURRENT LIABILITIES Accounts Payable $ 238,731 $ 95,864 Accrued Salaries, Wages and Commissions 125,465 120,054 Accrued Taxes 62,122 24,429 Accrued Warranty Expense 21,917 44,275 Capital Leases - Current 35,166 56,613 Other Accrued Liabilities 229,661 77,683 Advances from Customers 243,735 339,456 ----------- ----------- TOTAL CURRENT LIABILITIES 956,797 758,374 PREPAID MAINTENANCE CONTRACT REVENUE 344,336 299,578 CAPITAL LEASES 7,699 23,099 MANDATORILY REDEEMABLE PREFERRED STOCK 1,500,000 1,500,000 Accrued Preferred Dividends 10,802 64,685 STOCKHOLDERS' EQUITY Capital Stock Common Stock, No Par Value, Authorized 345,325 345,325 8,000,000 Shares, Issued and Outstanding 3,453,257 Shares Class A Common Stock, No Par Value, 142,857 142,857 Authorized 2,000,000 Shares, Issued and Outstanding 1,428,572 Shares Additional Paid-In Capital 10,749,360 10,760,162 Deficit from April 1, 1985 (8,727,845) (8,749,449) 16,270 Common Stock Shares In (15,383) (15,383) Treasury, at Cost ---------- ----------- TOTAL STOCKHOLDERS' EQUITY 2,494,314 2,483,512 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $5,313,948 $5,129,248 ========== ========== SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
ACCESS CORPORATION STATEMENT OF EARNINGS Three Months Ended
October 31, 1995 1994 --------------------- REVENUE System Sales $ 944,345 $ 345,694 Service 1,137,791 1,199,287 Manufacturing 20,880 57,312 --------- --------- 2,103,016 1,602,293 COST OF REVENUE System Sales 520,633 179,695 Service 606,901 414,275 Manufacturing 50,441 154,649 --------- --------- 1,177,975 748,619 GROSS PROFIT BEFORE AMORTIZATION 925,041 853,674 AMORTIZATION OF COMPUTER SOFTWARE COST 168,426 168,426 GROSS PROFIT 756,615 685,248 Sales and Administrative 578,056 429,154 Engineering, Research and Development 140,858 121,706 --------- --------- Total Costs and Expenses 718,914 550,860 EARNINGS FROM OPERATIONS 37,701 134,388 OTHER INCOME (EXPENSE) Interest Income 14,611 (780) Other Income 10 463 Interest Expense (4,515) (6,772) Other (33) 377 NET EARNINGS BEFORE INCOME TAXES 47,774 127,676 INCOME TAXES 11,100 43,400 NET EARNINGS 36,674 84,276 PREFERRED DIVIDEND 10,802 - INCOME APPLICABLE TO COMMON SHARES $ 25,872 $ 84,276 ========= ========= PER COMMON SHARE AND COMMON SHARE EQUIVALENTS Net earnings $ 0.01 $ 0.02 ========= ========== SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
ACCESS CORPORATION STATEMENT OF EARNINGS Six Months Ended October 31, 1995 1994
_____________________ REVENUE System Sales $1,160,406 $ 769,034 Service 2,228,000 2,245,498 Manufacturing 71,881 103,945 ---------- --------- 3,460,287 3,118,477 COST OF REVENUE System Sales 672,231 407,806 Service 1,150,651 1,002,225 Manufacturing 114,543 99,424 ---------- --------- 1,937,425 1,509,455 GROSS PROFIT BEFORE AMORTIZATION 1,522,862 1,609,022 AMORTIZATION OF COMPUTER SOFTWARE COST 336,852 336,852 GROSS PROFIT 1,186,010 1,272,170 Sales and Administrative 915,814 841,082 Engineering, Research and Development 250,147 279,026 ---------- --------- Total Costs and Expenses 1,165,961 1,120,108 EARNINGS FROM OPERATIONS 20,049 152,062 OTHER INCOME (EXPENSE) Interest Income 27,052 170 Other Income 1,191 Interest Expense (6,652) (16,803) Other (7,746) 127 EARNINGS FROM CONTINUING OPERATIONS 32,703 136,747 BEFORE INCOME TAXES INCOME TAXES 11,100 46,500 NET EARNINGS 21,603 90,247 PREFERRED DIVIDENDS 10,802 - ---------- --------- INCOME APPLICABLE TO COMMON SHARES $ 10,801 $ 90,247 ========== ========= PER COMMON SHARE AND COMMON SHARE EQUIVALENTS Net Earnings $ 0.00 $ 0.02 ========== ========= SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
ACCESS CORPORATION STATEMENTS OF CASH FLOW Six Months Ended October 31,
1995 1994 ------------------- CASH FLOW FROM: OPERATING ACTIVITIES Net Earnings (Loss) $ 21,603 $ 90,247 Adjustments to Reconcile Net Earnings To Net Cash Used in Operations: Depreciation 70,367 67,255 Amortization 336,852 336,852 Deferred Income Tax 11,100 46,500 (Gain) Loss on Sale of Fixed Asset 7,377 - Changes in Assets and Liabilities Accounts Receivable (313,960) (372,311) Inventories 171,487 47,742 Prepaid Expenses (105,259) 46,005 Accounts Payable 131,734 ( 86,843) Accrued Liabilities (184,466) ( 63,725) Advances From Customers ( 95,720) ( 27,613) Prepaid Maintenance Contract Revenue 17,486 69,734 --------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 68,601 153,843 INVESTING ACTIVITIES: Capital Additions (109,331) ( 9,849) Investment in Subsidiary 175,976 --------- --------- NET CASH (USED IN) INVESTING ACTIVITIES 66,645 ( 9,849) FINANCING ACTIVITIES Preferred Dividends ( 64,685) - Net Proceeds(Payments)Under Bank Line of Credit - ( 71,807) Payments on Capital Leases ( 36,846) ( 38,017) --------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (101,531) (109,824) NET CHANGE IN CASH 33,715 34,170 CASH, Beginning of the Year 883,487 3,500 --------- -------- CASH, October 31, 1995 and 1994 $ 917,202 $ 37,670 ========= ========= SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
ACCESS CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS OCTOBER 31, 1995 NOTE A - Condensed Financial Statements The condensed balance sheet as of October 31, 1995, the condensed statements of earnings for the six month and three month periods ended October 31, 1995 and 1994, and the condensed statements of cash flows for the six month periods ended October 31, 1995 have been prepared by the Company without audit. These financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All adjustments made during the quarter ended October 31, 1995 are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended April 30, 1995. The results of operations for the period, ended October 31, 1995 are not necessarily indicative of the operating results for the full year. NOTE B - Reclassification Certain amounts previously reported have been reclassified to be consistent with the classifications being used in the current period. NOTE C - Acquisition On July 31, 1995, the Company acquired a new company at a net cost of $350,000, CimSoft Incorporated. CimSoft had offices in Michigan and California. It was the exclusive distributor for all of Cimage Enterprises Systems, Limited (CESL) products in North America. These products are sold under the trade name "Cimage" in markets similar to those the Company has served for many years. The Company expects to expand their ability to serve its existing markets through new product offerings, broader sales and distribution coverage, and continued growth in its customer service programs. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: The Company has two primary lines of business. Over the years the Company has built a substantial, continuing field maintenance business. This business services, on a nationwide basis, hardware and, on a national and international basis, software for the Company's installed base of customers and third parties. The company is also a leader in the Technical Document Management Systems (TDMS) software business. In this line of business, the Company develops and markets software solutions for its customers' technical processes. TDMS has the potential for substantial growth in revenue and profits in that it serves a potentially large, worldwide market opportunity. Fiscal year 1996 second quarter revenue of $2.1 million was up $500,700 (31%) compared with the second quarter of fiscal 1995. Service/Manufacturing revenue of $1.2 million decreased $97,900 (8%) compared with the second quarter of fiscal 1995. TDMS revenue of $944,300 increased $598,700 (173%) compared with the second quarter of fiscal 1995. In the first quarter of fiscal 1996 the Company acquired CimSoft Incorporated. This acquisition included a substantial TDMS order in the amount of $439,700 which was delivered in August 1995. The Company also completed a major TDMS contract in the month of October totaling $221,600. The reduction in Service/Manufacturing is due to a re-certification order received for $159,900 in October 1994. Revenue for the first six months of fiscal 1996 of $3.5 million increased 11% from the six months ended October 31, 1994. TDMS revenue of $1,160,400 was 51% higher than the same period last year. This increase was due to the recognition of revenue of the CimSoft order received in the acquisition, which represented $373,700 of revenue as well as the settlement on a major contract in the amount of $221,600. Service/ Manufacturing revenue of $2.3 million was essentially unchanged from the prior year. The Company's current backlog of orders is $2.2 million compared to $3.5 million at the end of the six months ended October 31, 1994. Current TDMS backlog of $619,000 is 55% lower than that at the same date last year. This decrease in backlog is the result of the Company delivering a major order that was in backlog last fiscal year as well as the cancellation of a portion of that order. The order that was canceled was for development effort of a new product. This customer decided to remain on their existing Access system. Service/Manufacturing backlog of $1.6 million was 25% lower at October 31, 1995 compared with October 31, 1994. This reduction in backlog was due to the loss of some of the maintenance coverage on the Company's micrographic based systems delivered several years ago which the Company no longer manufactures. The Company expects this portion of its business to continue to decline. This Service/Manufacturing backlog is expected to be delivered within the next twelve months. Cost of sales for the second quarter and six months ended October 31, 1995 of 56% were within 9% and 8%, respectively, of those for the comparable periods in fiscal 1994. Selling and administrative expenses of $578,100 for the second quarter of fiscal 1995 were $148,900 (35%) higher than the second quarter of fiscal 1995. Selling and administrative expenses for the six months ended October 1995 of $915,800 were 9% higher than the same period last fiscal year. Selling and administrative expenses increased due to the acquisition of CimSoft. The Company will continue to grow the sales operation to take advantage of the sales opportunities resulting from the CimSoft acquisition. Engineering, research and development expenses are incurred for maintaining, upgrading and developing new products. The second quarter expense for engineering, research and development of $140,900 increased $19,200 from the second quarter of last fiscal year. This increase in development expense reflects the introduction of a new product, Cimage software. This increase in development expense is the result of less time being applied to inventory projects, offset partially by a reduction in labor and other related expenses. Interest income for the second quarter and six months ended October 31, 1995 was $14,600 and $27,100, respectively, compared with ($800) and $200, respectively. Interest income for fiscal 1995 was primarily the interest received on cash being invested in short term investments. LIQUIDITY AND CAPITAL RESOURCES During the first six months of fiscal 1996, the Company increased its cash balance by $33,700 leaving $917,200 in cash. The Company provided $3,900 in cash from operations and invested $146,200 in fixed assets. The Company increased the cash $176,000 from investments for the acquisition of CimSoft through the collection of the Cimage Accounts Receivable, offset by a reduction in Customer Deposits and other liabilities. Inventory has decreased $171,500 since April 30, 1995. This decrease is due to work in process inventory on TDMS projects being delivered in the second quarter of fiscal 1996. Accounts receivable increased $314,000 between April 30, 1995 and the end of October 1995. The majority of this increase relates to a development contract completed in October 1995. This receivable is expected to be collected before the end of fiscal 1996. On large customer orders there are provisions for progress payments to be made by customers based on predetermined events. These advances decreased approximately $95,700 since April 30, 1995. Working capital on October 31, 1995 was approximately $2,026,300, which is $291,500 higher than the April 30, 1995 level. This primarily was the result of the increase in cash, accounts receivables and prepaid expenses. The Company's operations are structured so that revenues from its ongoing service business, in combination with the sale of new Cimage , AS/400 and UNIX products are expected to provide the cash flow required to operate the Company. 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. ACCESS CORPORATION Date: January 2, 1996 /s/Newton D. Baker ------------------ Newton D. Baker Executive Vice President Date: January 2, 1996 /s/ Barbara A. Sommer --------------------- Barbara A. Sommer Assistant Treasurer & Chief Accounting Officer 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. ACCESS CORPORATION Date: January 2, 1996 NEWTON D. BAKER --------------------------- Newton D. Baker Executive Vice President Date: January 2, 1996 BARBARA A. SOMMER ---------------------------- Barbara A. Sommer Assistant Treasurer & Chief Accounting Officer EXHIBIT INDEX (11) Statement re-computation of per share earnings (a) The calculation of net earnings per common share and common share equivalent for three month periods ended October 31, 1995 and 1994 is attached as Exhibit 11(a). (b) The calculation of net earnings per common share and common share equivalent for the six month periods ended October 31, 1995 and 1994 is attached as Exhibit 11(b). (27) Exhibit 27 Financial Data Schedule Exhibit 11(a) ACCESS CORPORATION CALCULATION OF NET EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENT Three Months Ended October 31,
1995 1994 ------------------- NET EARNINGS APPLICABLE TO COMMON SHARES AND COMMON SHARE EQUIVALENTS: Net Earnings $ 36,674 $ 84,276 Preferred Dividend 10,802 - Net Earnings Applicable to Common Shares and Common Share Equivalents $ 25,872 $ 84,276 CALCULATION OF PRIMARY NET EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENTS: Average Number of Common Shares and Common Share Equivalents Outstanding 4,865,559 4,865,559 PRIMARY NET EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENT: Net Earnings per Common Share and Common Share Equivalents after Discontinued Operations $ 0.01 $ 0.02 ========= ========= a) Common Share Equivalents have not been included as their inclusion would be anti-dilutive or dilution is less than 3%
Exhibit 11(b) ACCESS CORPORATION CALCULATION OF NET EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENT Six Months Ended October 31, 1995 1994
------------------- NET EARNINGS APPLICABLE TO COMMON SHARES AND COMMON SHARE EQUIVALENTS: Net Earnings $ 21,603 $ 90,247 Preferred Dividend 10,802 - Net Earnings Applicable to Common Shares and Common Share Equivalents $ 10,801 $ 90,247 CALCULATION OF PRIMARY NET EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENTS: Average Number of Common Shares and Common Share Equivalents Outstanding 4,865,559 4,865,559 PRIMARY NET EARNINGS PER COMMON SHARE AND COMMON SHARE EQUIVALENT: Net Earnings per Common Share and Common Share Equivalents after Discontinued Operations $ 0.00 $ 0.02 ========= ========= a) Common Share Equivalents have not been included as their inclusion would be anti-dilutive or dilution is less than 3%
EX-27 2
5 6-MOS APR-30-1996 OCT-31-1995 917,202 0 1,695,046 (145,654) 241,378 2,983,121 2,388,879 (2,115,126) 5,313,948 956,797 0 488,182 1,500,000 0 (15,383) 5,313,948 2,103,016 2,103,016 1,346,401 718,914 (33) 0 (4,515) 47,774 11,100 36,674 0 0 0 36,674 .01 .01
-----END PRIVACY-ENHANCED MESSAGE-----