UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Quarter Ended June 28, 1997, 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: 0-26620 ACCOM, INC. (Exact name of registrant as specified in its charter) Delaware 94-3055907 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 1490 O'Brien Drive Menlo Park, California 94025 (Address of principal executive offices) Registrant's telephone number, including area code: (650) 328-3818 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 at least the past 90 days. Yes X No ----- ------ As of July 31, 1997, 6,622,965 shares of the Registrant's common stock, which have a $0.001 per share par value, were outstanding. ACCOM, INC. FORM 10-Q For the Quarter Ended June 28,1997 INDEX Page Facing sheet 1 Index 2 Part I. Financial Information Item 1. a) Condensed consolidated balance sheets at June 28, 1997 and September 30, 1996 3 b) Condensed consolidated statements of operations for the three and nine months ended June 28, 1997 and June 30, 1996 4 c) Condensed consolidated statements of cash flows for the nine months ended June 28, 1997 and June 30, 1996 5 d) Notes to condensed consolidated financial statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information 13 Signature 14 Exhibit 11.1 - Statement re computation of net income (loss) per 15 share Exhibit 27.1 - Financial Data Schedule 16 -2- PART I. FINANCIAL INFORMATION Item 1. Financial Statements ACCOM, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) June 28, September 30, 1997 1996 --------------- ----------------- (Unaudited) (Note A) Assets Current assets Cash and cash equivalents $ 5,667 $ 4,221 Accounts receivable, net 3,198 4,714 Inventories 1,235 5,447 Deferred tax assets 695 695 Prepaid expenses and other current assets 212 377 ------------- -------------- Total current assets 11,007 15,454 Property and equipment, net 803 1,683 Other assets 149 142 ------------- -------------- $11,959 $17,279 ============= ============== Liabilities and Stockholders' Equity Current Liabilities: Notes payable $ 39 $ 58 Accounts payable 1,193 2,242 Accrued liabilities 2,076 1,455 Deferred revenue 287 528 ------------- -------------- Total Current Liabilities 3,595 4,283 Note payable - noncurrent -- 24 Deferred tax liabilities 20 20 ------------- -------------- Total liabilities 3,615 4,327 ------------- -------------- Stockholders' Equity: Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares issued and outstanding -- -- Common stock, $0.001 par value; 20,233,497 shares authorized; 6,591,774 and 6,493,734 shares issued and outstanding on June 28, 1997 and September 30, 1996, respectively 7 7 Additional paid-in capital 21,387 21,317 Accumulated deficit (13,050) (8,372) ------------- -------------- Total Stockholders' Equity 8,344 12,952 ------------- -------------- $11,959 $17,279 ============= ============== <FN> Note A: The balance sheet at September 30, 1996 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> -3- ACCOM, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three months ended Nine months ended ------------------ ----------------- June 28, June 30, June 28, June 30 1997 1996 1997 1996 --------------------------------------------------------------------------- Net sales $4,466 $4,824 $12,916 $15,557 Cost of sales 2,027 2,334 8,896 7,398 --------------------------------------------------------------------------- Gross margin 2,439 2,490 4,020 8,159 --------------------------------------------------------------------------- Operating expenses: Research and development 893 1,065 2,530 3,080 Marketing and sales 1,220 2,436 4,662 5,601 General and administrative 292 382 1,622 1,052 --------------------------------------------------------------------------- Total operating expenses 2,405 3,883 8,814 9,733 --------------------------------------------------------------------------- Operating income (loss) 34 (1,393) (4,794) (1,574) Interest income 47 59 121 194 Interest expense (1) (3) (5) (8) Other expense (3) (10) -- (29) --------------------------------------------------------------------------- Income (loss) before income taxes 77 (1,347) (4,678) (1,417) Provision for income taxes -- (471) -- (496) --------------------------------------------------------------------------- Net income (loss) $77 $(876) ($4,678) ($921) =========================================================================== Net income (loss) per share $0.01 $(0.14) ($0.71) ($0.14) ================================== ================================== Shares used in computation of net income (loss) per share 6,865 6,453 6,577 6,431 ================================== ================================== <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> -4- ACCOM, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine months ended ----------------- June 28, June 30, 1997 1996 ------------------ ----------------- Cash flows from operating activities: Net loss $ (4,678) $ (921) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 439 554 Establishment of reserves against accounts receivable, inventories, and property and equipment, and accruals for streamlining operations in January 1997 3,995 -- Changes in operating assets and liabilities: Accounts receivable 1,266 (1,922) Inventories 1,712 (697) Prepaid expenses and other current assets 165 (774) Accounts payable (1,049) 775 Accrued liabilities 126 (387) Deferred revenues (241) 466 ------------------ ------------------ Net cash provided by (used in) operating activities 1,735 (2,906) ------------------ ------------------ Cash flows from investing activities: Expenditures for property and equipment (311) (504) Purchase of short-term investments -- (33,553) Sale of short-term investments -- 30,549 Decrease in other assets (6) (88) ------------------ ------------------ Net cash used in investing activities (317) (3,596) ------------------ ------------------ Cash flows from financing activities: Repayments on notes payable (43) (44) Issuance of common stock 71 111 Payment of accrued initial public offering costs -- (819) ------------------ ------------------ Net cash provided by (used in) financing activities 28 (752) ------------------ ------------------ Net increase (decrease) in cash and cash equivalents 1,446 (7,254) Cash and cash equivalents at beginning of period 4,221 8,768 ------------------ ------------------ Cash and cash equivalents at end of period $ 5,667 $ 1,514 ================== ================== Supplemental disclosure of cash flow information: Interest paid $ 5 $ 8 ================== ================== Income taxes paid $ 2 $ 1 ================== ================== Supplemental disclosure of noncash investing and financing activities: Reduction in accrued acquisition costs $ 45 $ 91 ================== ================== <FN> The accompanying notes are an integral part of these condensed consolidated financial statements. </FN> -5- NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1. Summary of Significant Accounting Policies Basis of Preparation The condensed consolidated balance sheet as of June 28, 1997, and the condensed consolidated statements of operations and cash flows for the three and nine month periods ended June 28, 1997 and June 30, 1996 have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations, and cash flows at June 28, 1997, and for all periods presented, have been made. The financial data should be reviewed in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996. The results of operations for the three and nine month periods ended June 28, 1997 are not necessarily indicative of the operating results for the full 1997 fiscal year. Note 2. Short-Term Investments The Company accounts for short-term investments in accordance with Statement of Financial Accounting Standards No. 115 (FAS 115), "Accounting for Certain Investments in Debt and Equity Securities." All of the Company's short-term investments are designated as available-for-sale and are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders' equity. Realized gains and losses and declines in value judged to be other than temporary on available-for-sale securities are included in interest income. Interest and dividends on all securities are included in interest income. Note 3. Inventories Inventories consist of the following (In thousands): June 28, September 30, 1997 1996 ---------------------------------------------- Purchased parts and materials $ 142 $ 1,105 Work-in-progress 471 1,842 Finished goods 226 440 Demonstration inventory 396 2,060 ---------------------------------------------- $ 1,235 $ 5,447 ============================================== -6- NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 4. Bank Information The Company has a revolving line of credit with Comerica Bank that allows for borrowings of up to $4.0 million, subject to the level of accounts receivable. As of June 28 1997, the Company had no borrowings outstanding. Indebtedness under the line of credit accrues interest at Comerica's base rate and is secured by substantially all of the Company's assets. The line of credit may be terminated by either party upon 30 days' notice. Borrowings under the line of credit are subject to certain financial covenants. Although the Company was not in compliance with some of these covenants as of June 28, 1997, Comerica has waived non-compliance. As a result, the Company is able to borrow against the line of credit. Note 5. Earnings Per Share In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings Per Share, which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute net income (loss) per share and to restate all prior periods. Under the new requirements for calculating primary earnings per share, the dilutive effect of common stock equivalents will be excluded. As a result of the antidilutive effect of common stock equivalent shares, the impact on the calculation of primary and fully diluted earnings per share is not expected to be material. -7- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in Part I--Item 1 of this Quarterly Report. Except for that disclosure that reports the Company's historical results, the statements set forth in this section are forward looking statements. Actual results could differ materially from those projected in the forward looking statements due to a number of factors, including uncertainty as to development and market acceptance of the Company's ELSET Virtual Set product and other products; dependence on Silicon Graphics, Inc.; rapid technological change in the Company's industry; and the need for new product development. Additional information concerning these and other factors that could cause actual results to differ materially from those in the forward looking statements is contained under the heading "Other Factors That May Affect Future Results," commencing on page 16 of the Company's Annual Report on Form 10-K for the Fiscal Year Ended September 30, 1996. Overview Accom designs, manufactures, markets and supports digital video systems for the high-end production, post-production and broadcast markets. The Company was incorporated in December 1987 and began shipments of its digital signal processing products in fiscal 1989. In November 1991, the Company merged with Axial Systems Corporation ("Axial"), a developer of digital on-line editing systems. The first shipments of the Company's Axial(R) 2020 Visual On-Line Editing System ("Axial 2020") and RTD 4224 digital video disk recorder (the "RTD") occurred in fiscal 1992. The first shipments of the Company's Brontostore(TM) news graphics and clip server (the "Brontostore", renamed "Axess(TM)" in April 1996) and the Company's lower cost Axial 2010 On-Line Editing System ("Axial 2010") and WSD(R) Work Station Disk Recorder (the "WSD") occurred in fiscal 1994. In January 1995, the Company began shipping the WSD(R)/XL Work Station Disk Recorder ("WSD/XL") and in June 1996 began shipping the WSD(R)/XLS. In September of 1996 the Company began shipping the WSD(R)/Xtreme, a replacement for the WSD(R)/XLS which has eight minutes of uncompressed digital video storage. In September 1995, the Company increased its ownership interest in ELSET Electronic-Set GmbH, a German limited liability company ("ELSET GmbH"), to 100% for approximately $7.6 million in cash, funded with a portion of the proceeds of the Company's initial public offering (the "ELSET Acquisition"). At the April 1995 National Association of Broadcasters ("NAB") convention, the Company introduced a prototype of the ELSET(TM) virtual set system (the "ELSET Virtual Set"), which operates on a Silicon Graphics, Inc. ("SGI") Onyx(TM) Reality Engine2 or Onyx(TM) Infinite Reality workstation (an "Onyx"). The Company shipped its first ELSET Virtual Set in the second quarter of fiscal 1996. The Company's gross margin has historically fluctuated from quarter to quarter and declined on an annual basis. As the Company begins to resell the Onyx as part of the ELSET Virtual Set, gross margins may decline. In the future, gross margins will be dependent on the mix of higher and lower-priced products and the percentage of sales made through direct and indirect distribution channels. The Company's revenues are currently derived primarily from product sales. The Company generally recognizes revenue upon product shipment. If significant obligations exist at the time of shipment, revenue recognition is deferred until obligations are met. Beginning in the second quarter of fiscal 1996 the Company's revenues included revenues from licensing of ELSET software. In connection with sales of the ELSET Virtual Set, revenues in the future may also include revenues from the resale of the Onyx and revenues from maintenance and other services. Software development costs are recorded in accordance with Statement of Financial Accounting Standards No. 86. To date, the Company has expensed all of its software development costs. -8- In the first quarter of fiscal 1997, the Company took a charge of $3,995,000 to reserve for a reduction in value of certain inventory items, accounts receivable and certain fixed assets as well as to accrue for expenses to be incurred in streamlining operations. The charge was taken to reflect changes in the support of existing products as well as future product development. Results of Operations Quarters ended June 28, 1997 and June 30, 1996 Net Sales. The Company's net sales decreased by 7.4% to $4.47 million in the third quarter of fiscal 1997 from $4.82 million in the third quarter of fiscal 1996. The decrease in fiscal 1997 was primarily due to decreased shipments of products sold into the post-production market. Shipments into the post-production market decreased from 61.2% of total sales in the third quarter of fiscal 1996 to 24.4% of total sales for the third quarter of fiscal 1997. The decrease was partially offset by increases in the shipments of the WSD and Axess products. International sales represented approximately 37.2% and 36.9% of the Company's sales during the third quarter of fiscal 1997 and 1996, respectively. Cost of Sales. Gross margins were 54.6% and 51.6% in the third quarter of fiscal 1997 and 1996, respectively. Gross margin increased in the third quarter of fiscal 1997 primarily as a result of increased sales of ELSET software partially offset by increased costs of manufacturing certain disk-based products as well as lower average selling prices on certain older products. Research and Development. Research and development expenses decreased by 16.1% to $893,000 in the third quarter of fiscal 1997 from $1.07 million in the third quarter of fiscal 1996. The decrease in fiscal 1997 was due to decreases in headcount and related overhead expenses. Research and development expenses as a percentage of net sales were 20.0% and 22.1% in the third quarter of fiscal 1997 and 1996, respectively. Marketing and Sales. Marketing and sales expenses decreased by 49.9% to $1.22 million in the third quarter of fiscal 1997 from $2.44 million in the third quarter of fiscal 1996. The decrease in fiscal 1997 was due primarily to decreases in headcount, sales commissions, and trade show and promotional expenses. In addition, in the third quarter of fiscal 1996, a charge of $594,000 was incurred in writing down demonstration inventory used for marketing purposes and in reducing headcount as part of a plan to refocus and streamline operations. Marketing and sales expenses as a percentage of net sales were 27.3% and 50.5% in the third quarter of fiscal 1997 and 1996, respectively. General and Administrative. General and administrative expenses decreased by 23.5% to $292,000 in the third quarter of fiscal 1997 from $382,000 in the third quarter of fiscal 1996. The decrease in fiscal 1997 was primarily due to decreases in headcount, payroll taxes, and related overhead expenses. General and administrative expenses as a percentage of net sales were 6.5% and 7.9% in the third quarter of fiscal 1997 and 1996, respectively. Interest Income, Interest Expense, and Other (Expense). Interest income decreased to $47,000 in the third quarter of fiscal 1997 from $59,000 in the third quarter of fiscal 1996. The decrease was primarily due to a decrease in short-term investments. Interest expense decreased to $1,000 in third quarter of fiscal 1997 from $3,000 in the third quarter of fiscal 1996. The decrease was primarily due to a decrease in debt. -9- Provision for Income Taxes. In accordance with FAS 109, the Company has provided no income tax on its profit for the three months ended June 28, 1997, since the Company has recognized no tax benefit for the cumulative loss for the nine months ended June 28, 1997. The Company believes its existing deferred tax asset is realizable based on recoverability of taxes previously paid. The Company's effective tax rate for fiscal year 1996 was 35%, which was less than the applicable statutory rate primarily due to benefits derived from the Company's foreign sales subsidiary. Net Income. Net income in the third quarter of fiscal 1997 was $77,000, an increase from the net loss of $876,000 in the third quarter of fiscal 1996. There was a charge of $594,000 in 1996 for writing down demonstration inventory and reducing staff. Without this charge, the net loss in the third quarter of fiscal 1996 would have been $282,000. The increase in net income is primarily due to a decrease in operating expenses. Net income as a percentage of net sales was 1.7% in the third quarter of fiscal 1997 while the net loss as a percentage of sales in the third quarter of fiscal 1996 was 18.1% Nine Months ended June 28, 1997 and June 30, 1996 Net Sales. The Company's net sales decreased by 17.0% to $12.92 million in the nine months ended June 28, 1997 from $15.56 million for the same period in fiscal 1996. The decrease in fiscal 1997 was primarily due to decreases in shipments into the post-production markets partially offset by an increase in shipments of Axess. Shipments into the post-production market decreased from 58.4% of total sales for the first nine months of fiscal 1996 to 42.0% of total sales for the first nine months of fiscal 1997. Shipments of Axess increased from 4.1% to 11.3% of total sales for the first nine months of fiscal 1996 and 1997, respectively. International sales represented approximately 43.5% and 41.5% of the Company's sales during the first nine months of fiscal 1997 and 1996, respectively. The increase in the percentage of international sales in the first nine months of fiscal 1997 was primarily due to a decrease in domestic sales volume. Cost of Sales. Gross margin was 31.1% and 52.4% in the first nine months of fiscal 1997 and 1996, respectively. During January 1997, the Company developed plans with respect to future development, support and introduction of certain products. As a result of these plans, reserves were provided for inventory, accounts receivable and property and equipment. As part of these reserves, inventory reserves totaling $2.5 million were included in the cost of sales for the first quarter of fiscal 1997. Without this charge, gross margin would have been 50.5% for the first nine months of fiscal 1997. The decrease from the first nine months of fiscal 1996, without this charge, was due to increased costs of manufacturing certain disk-based products and lower average selling prices on certain older products. Research and Development. Research and development expenses decreased by 17.8% to $2.53 million in the first nine months of fiscal 1997 from $3.08 million in the first nine months of fiscal 1996. The decrease in fiscal 1997 was primarily due to decreases in headcount and related overhead expenses. Research and development expenses as a percentage of net sales were 19.6% and 19.8% in the first nine months of fiscal 1997 and 1996, respectively. Marketing and Sales. Marketing and sales expenses decreased by 16.8% to $4.66 million in the first nine months of fiscal 1997 from $5.60 million in the first nine months of fiscal 1996. -10- A charge of $845,000 was incurred in the first quarter of fiscal 1997 related primarily to reserves against certain marketing and sales fixed assets. In addition, in the third quarter of fiscal year 1996, a charge of $594,000 was taken to write-down demonstration inventory and reduce staff. Exclusive of the above noted charges, the decrease in fiscal 1997 was due primarily to decreases in headcount and related overhead expenses, trade show and promotional expenses, expenses related to refurbishment of demonstration equipment, and depreciation expense. Marketing and sales expenses as a percentage of net sales were 36.1% (29.6% without the fiscal 1997 charge) and 36.0% (32.2% without the fiscal 1996 charge) in the first nine months of fiscal 1997 and 1996, respectively. General and Administrative. General and administrative expenses increased by $570,000 to $1.62 million in the first nine months of fiscal 1997 from $1.05 million in the first nine months of fiscal 1996. A $650,000 charge primarily for streamlining operations, to reduce overhead and other costs as well as to increase the reserve for bad debts, was recorded in the first quarter of fiscal 1997. Without this charge, general and administrative expenses would have decreased by 7.6% to $972,000. That was primarily due to a decrease in headcount and related overhead expenses partially offset by an increase in legal and accounting professional fees. General and administrative expenses as a percentage of net sales were 12.6% (7.5% without the charge) and 6.8% in the third quarters of fiscal 1997 and 1996, respectively. Interest Income, Interest Expense and Other (Expense). Interest income decreased to $121,000 in the first nine months of fiscal 1997 from $194,000 in the first nine months of fiscal 1996. The decrease was primarily due to a decrease in cash and cash equivalents. Interest expense decreased slightly to $5,000 in the first nine months of fiscal 1997 from $8,000 in the first nine months of fiscal 1996. The decrease was due to a decrease in debt. Provision for Income Taxes. In accordance with FAS 109, the Company has recognized no tax benefit from its loss for the period ended June 28, 1997. The Company believes its existing deferred tax asset is realizable based on recoverability of taxes previously paid. The Company's effective tax rate for fiscal year 1996 was 35%, which was less than the applicable statutory rate primarily due to benefits derived from the Company's foreign sales subsidiary. Net Loss. Net loss increased to $4.68 million in the first nine months of fiscal 1997 from $921,000 in the first nine months of fiscal 1996. As noted above, charges were incurred and reserves were provided totaling $4.0 million in the first quarter of fiscal 1997. These charges and reserves related to streamlining operations, reducing overhead, and setting up reserves for inventory, accounts receivable, and fixed assets. Without these charges and reserves, the net loss in the first nine months of fiscal 1997 would have been $683,000. Additional factors contributing to the increase in the net loss were primarily a decrease in net sales ($2.64 million), lower gross margins, and a decrease in interest income ($73,000), which were partially offset by a decrease in operating expenses ($919,000). -11- Net loss as a percentage of net sales was 36.2% (5.3% without the fiscal 1997 charges), and 5.9% (2.1% without the fiscal 1996 charges) in the first nine months of fiscal 1997 and 1996, respectively. Liquidity and Capital Resources As of June 28, 1997 the Company had $5.67 million of cash and cash equivalents. Operating activities provided $1.74 million in the first nine months of fiscal 1997 and used $2.91 million in the first nine months of fiscal 1996. Net cash provided in the first nine months of fiscal 1997 was due primarily to decreases in accounts receivable and inventory, partially offset by a decrease in accounts payable. The Company has a revolving line of credit with Comerica Bank that allows for borrowings of up to $4.0 million, subject to the level of accounts receivable. As of June 28 1997, the Company had no borrowings outstanding. Indebtedness under the line of credit accrues interest at Comerica's base rate and is secured by substantially all of the Company's assets. The line of credit may be terminated by either party upon 30 days' notice. Borrowings under the line of credit are subject to certain financial covenants. Although the Company was not in compliance with some of these covenants as of June 28, 1997, Comerica has waived non-compliance. As a result, the Company is able to borrow against the line of credit. The Company believes that its existing cash and cash equivalents will be sufficient to meet its cash requirements for at least the next twelve months. Although operating activities may provide cash in certain periods, to the extent the Company grows in the future, its operating and investing activities may use cash and, consequently, such growth may require the Company to obtain additional sources of financing. There can be no assurance that any necessary financing will be available to the Company on commercially reasonable terms, or at all. -12- PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 11.1 Computation of net loss per share. 27.1 Financial Data Schedule. (b) Reports on Form 8-K: The Company filed a current report on Form 8-K dated April 28, 1997 reporting the resignation of Gary W. Kalback as a Director of the Company and the appointment of Thomas E. Fanella as a Director. No financial information or statements were filed with the report. -13- 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. ACCOM, INC. By: /s/ Junaid Sheikh ---------------------------- Chief Executive Officer Principal Financial Officer By: /s/ James Cunniffe ---------------------------- Principal Accounting Officer Date: August 10, 1997 -14-