1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 2, 1997 .
--------------------------------
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from to
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Commission file number 0-17168 .
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FASTCOMM COMMUNICATIONS CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1289115 .
- ----------------------------------- -----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
45472 Holiday Drive
Sterling, Virginia 20166
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(Address of principal executive offices, Zip code)
(703) 318-7750
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(Registrants telephone number, including area code)
---------------------------------------------------
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X . No .
---- -----
As of September 5, 1997, there were 10,041,541 shares of the Common Stock, par
value $.01 per share, of the registrant outstanding.
No exhibits are filed with this report, which consists of 12 consecutively
numbered pages.
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FASTCOMM COMMUNICATIONS CORPORATION
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements
Consolidated Statements of Operations
Fiscal quarters ended August 2, 1997
and August 3, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheets --
August 2, 1997, and April 30, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows
Fiscal quarters ended August 2, 1997
and August 3, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . 6-7
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-10
PART II OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FASTCOMM COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Fiscal quarter ended
--------------------------------------------
August 02, August 03,
1997 1996
--------------------- -------------------
Revenue $ 2,001,948 $ 3,791,166
Expenses
Cost of sales 908,831 1,800,084
Selling, general and administrative 1,737,967 1,101,288
Research and development 615,516 439,639
Depreciation and amortization 127,542 71,605
--------------------- -------------------
Income (loss) from operations (1,387,908) 378,550
Other income
Interest income
Interest expense 15,154 (1,762)
57,095 36,890
(64,683) (8,120)
--------------------- -------------------
Net income (loss) $ (1,380,342) $405,558
===================== ===================
Earnings (loss) per share
Primary ($0.14) $0.04
Fully diluted ($0.14) $0.04
Weighted average number of shares
Primary 10,040,647 10,432,794
Fully diluted 10,040,647 10,432,794
See accompanying notes to unaudited consolidated financial statements
(Page 3 of 13)
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FASTCOMM COMMUNICATIONS CORPORATION
CONSOLIDATED BALANCE SHEETS
ASSETS
August 02, April 30,
1997 1997
------------------- --------------------
(unaudited)
Current assets
Cash and cash equivalents $ 5,761,814 $ 4,036,336
Accounts receivable, net 1,838,992 3,148,801
Inventories, net 3,430,969 2,897,497
Prepaid and other 372,293 329,503
------------------- --------------------
11,404,068 10,412,137
Property and equipment, net 873,167 815,401
Deferred financing costs 290,279 190,279
Software license, rights and other intangibles 155,156 166,474
Notes receivable 300,000 300,000
Goodwill, net 534,562 569,165
Other assets 184,219 168,759
------------------- --------------------
$ 13,741,451 $ 12,622,215
=================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long term debt - $29,000
Accounts payable $ 1,768,423 1,277,541
Accrued payroll 146,526 207,290
Other current liabilities 430,029 349,666
------------------- --------------------
2,344,978 1,863,497
Convertible debentures 5,000,000 3,000,000
------------------- --------------------
7,344,978 4,863,497
------------------- --------------------
Shareholders' equity
Common stock, $.01 par value, 100,415 100,380
(25,000,000 shares authorized; 10,041,541 and
10,038,022 issued and outstanding)
Additional paid in capital 16,097,417 16,079,355
Accumulated deficit (9,801,359) (8,421,017)
------------------- --------------------
Total shareholders' equity 6,396,473 7,758,718
------------------- --------------------
$ 13,741,451 $12,622,215
=================== ====================
See accompanying notes to unaudited consolidated financial statements
(Page 4 of 13)
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FASTCOMM COMMUNICATIONS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Fiscal quarter ended
------------------------------------------
August 2, August 3,
1997 1996
------------------- ------------------
Operating activities
Net income (loss) ($1,380,342) $405,558
Items not affecting cash
Depreciation and amortization 127,542 71,605
Provision for doubtful accounts 125,000
Provision for inventory obsolescence 75,000
Non cash interest expense on debentures 62,500
Changes in assets and liabilities
Accounts receivable 1,184,809 4,431
Inventories (608,472) (280,850)
Prepaid and other current assets (42,790) (26,218)
Other non current assets (15,460) (370)
Accounts payable and accrued liabilities 430,118 (243,230)
Other current liabilities 17,863 (124,136)
------------------- ------------------
Net cash used by operations (24,232) (193,210)
------------------- ------------------
Investing activities
Additions of property, plant and equipment (139,387) (105,455)
Purchase of long term investments (69,531)
------------------- ------------------
Net cash used by investing activities (139,387) (174,986)
------------------- ------------------
Financing activities
Proceeds from the issuance of convertible debentures 2,000,000
Payment of deferred financing costs (100,000)
Net proceeds from exercise of options 18,097 200,277
Repayment of notes payable (29,000) (71,585)
------------------- ------------------
Net cash provided by financing activities 1,889,097 128,692
------------------- ------------------
Net increase in cash and equivalents 1,725,478 (239,504)
Cash and cash equivalents, beginning of period 4,036,336 3,807,855
------------------- ------------------
Cash and cash equivalents, end of period $ 5,761,814 $3,568,351
=================== ==================
See accompanying notes to unaudited consolidated financial statements
(Page 5 of 13)
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FASTCOMM COMMUNICATIONS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying interim consolidated financial statements of FastComm
Communications Corporation (the "Company") have been prepared without audit
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures made are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the consolidated financial
statements and related footnotes included in the Company's latest Annual Report
on Form 10-K.
In the opinion of Management, the consolidated financial statements reflect all
adjustments considered necessary for a fair presentation and all such
adjustments are of a normal and recurring nature. The results of operations
as presented in this report are not necessarily indicative of the results to be
expected for the fiscal year ending April 30, 1998.
The Company's fiscal year ends on April 30. For interim reporting
purposes the interim fiscal quarters are closed on the first weekend following
the calendar quarter end date, unless the quarter end date falls on a weekend,
in which case such weekend is used as the interim fiscal quarter end. The
quarter ended August 2, 1997, consisted of 94 calendar days as compared to 95
calendar days for the quarter ended August 3, 1996.
2. EARNINGS (LOSS) PER SHARE
Net income (loss) per common share is calculated using the weighted average
number of shares of common stock outstanding and common share equivalents
outstanding for the period. For the quarter ended August 3, 1996, the
earnings per share calculation includes common share equivalents. For the
quarter ended August 2, 1997, the earnings per share calculation does not
include common share equivalents in that the inclusion of such equivalents
would be antidilutive.
3. INVENTORIES
Inventories are valued at the lower of cost or market and consist of the
following:
August 2, April 30,
1997 1997
----------------------------------------
Production materials $ 1,781,103 $ 1,615,875
Work in process 232,093 160,991
Finished goods 1,417,773 1,120,631
---------------- -----------------
$ 3,430,969 $ 2,897,497
================ =================
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4. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF RISK
The quarter ended August 2, 1997, includes sales of $553,000 and $209,000,
representing 28% and 10%, respectfully, of total revenues to two unrelated
third party domestic corporations. As of August 2, 1997, accounts receivable
includes $374,000 and $209,000, respectively, due from these corporations.
5. INCOME TAXES
The Company has estimated its annual effective tax rate at 0% due to
uncertainty over the level of earnings in fiscal 1998. Also, the Company has
net operating loss carryforwards for income tax reporting purposes for which no
income tax benefit has been recorded due to uncertainty over generation of
future taxable income.
6. RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (FFAS) 130, "Reporting
Comprehensive Income", establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures,
SFAS 130 requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be reported
in a financial statement that is displayed with the same prominence as other
financial statements.
SFAS 131, "Disclosure about Segments of a Business Enterprise", establishes
standards for the way that public enterprises report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance.
Both of these new standards are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. Due to the recent issuance of these standards,
management has been unable to fully evaluate the impact, if any, they may have
on future financial statement disclosures.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
REVENUE
Fiscal quarter ended
--------------------------------------
August 02, August 03,
1997 1996
----------------- ----------------
$2,001,948 $3,791,166
Total revenues decreased $1,365,000 (41%) compared with that of the previous
quarter and decreased $1,789,000 (47%) when compared with the corresponding
quarter of the previous fiscal year. This decrease is primarily attributable
to a decrease in unit sales of frame relay access devices ($1,268,000 in the
current fiscal quarter as compared with $2,343,000 in the previous fiscal
quarter and $3,272,000 in the first quarter of the previous fiscal year). This
decline was offset by $613,000 in sales by the Company's Comstat Datacomm
division that was acquired in January 1997. Sales generated by this division
totaled $775,000 in the Company's previous fiscal quarter.
The decline in revenue reflects the completion of the initial phases of the
Company's two largest contracts to date. The Company continues to focus on
similar projects and is actively engaged in discussions with several large
resellers worldwide, each of which has multiple end user opportunities. The
Company can give no assurance as to the outcome of such negotiations.
The quarter ended August 2, 1997, includes sales of $553,000 and $209,000 to
two, unrelated, domestic corporations.
A significant portion of the Company's sales are derived from products shipped
against firm purchase orders received in each fiscal quarter and from products
shipped against firm purchase orders released in that quarter. Unforeseen
delays in product deliveries or the closing of sales, introduction of new
products by the Company or its competitors, supply shortages, varying patterns
of customer capital expenditures or other conditions affecting the digital
access product industry or the economy during any fiscal quarter could cause
quarterly revenue and net earnings to vary greatly.
COST OF GOODS SOLD AND GROSS MARGIN
Fiscal quarter ended
--------------------------------------
August 02, August 03,
1997 1996
----------------- ----------------
Cost of sales $ 908,831 $ 1,800,084
Gross margin 55% 53%
Gross margin is calculated by subtracting cost of sales from sales. Gross
margins during the current fiscal quarter approximated 55%, which is comparable
with the 53% for the quarter ended August 3, 1996. Further, the Company
recorded a $75,000 increase in its reserve for inventory obsolescence during
the quarter ended August 2, 1997.
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SELLING AND GENERAL AND ADMINISTRATIVE EXPENSES
Fiscal quarter ended
--------------------------------------
August 02, August 03,
1997 1996
----------------- ----------------
$ 1,737,967 $ 1,101,288
Selling, general and administrative expenses increased $637,000 or (58%) over
that of the corresponding quarter in the previous fiscal year. This is
primarily attributable to increased sales compensation costs associated with
increased sales headcount offset by a decline in commission expenses associated
with a decline in sales ($45,000 net); increased advertising and promotion
costs ($97,000); increased travel associated with trade shows and international
selling activities ($95,000); increased office and communication costs
associated with international selling efforts, Australasian sales office,
costs assumed as part of the acquisition of Comstat Datacomm and an upgrade of
the Company's communications infrastructure ($123,000); and increased legal
fees ($81,000). During the current fiscal quarter, the Company recorded a
$125,000 increase in its reserve for bad debts. The Company's bad debt reserve
totals $235,000.
RESEARCH AND DEVELOPMENT EXPENSES
Fiscal quarter ended
--------------------------------------
August 02, August 03,
1997 1996
----------------- ----------------
$ 615,516 $ 439,639
Research and development expenditures consist primarily of hardware and
software engineering, personnel expenses, subcontracting costs, equipment,
prototypes and facilities. The increase in such expenses is primarily
attributable to increased labor and material costs associated with new product
development and new product prototypes.
The markets for the Company's products are characterized by continuing
technological change. Management believes that significant expenditures for
research and development will continue to be required in the future.
DEPRECIATION AND AMORTIZATION
Fiscal quarter ended
--------------------------------------
August 02, August 03,
1997 1996
----------------- ----------------
$ 127,542 $ 71,605
Depreciation and amortization expenses increased from $72,000 in the quarter
ended August 3, 1996 to $128,000 in the quarter ended August 2, 1997. This 78%
increase is primarily attributable to the amortization of goodwill associated
with the acquisition of Comstat Datacomm ($18,000), depreciation of Comstat
fixed assets ($6,000) and depreciation associated with other fixed asset
additions.
LIQUIDITY AND CAPITAL RESOURCES
At August 2, 1997, the Company had $5,762,000 in cash and cash equivalents.
Working capital increased from $8.5 million at April 30, 1997 to $9.1 million
at August 2, 1997. At August 2, 1997, the Company had a current ratio of 5 to
one.
The Company believes it has adequate capital for the foreseeable future to
support its core business. However, the Company anticipates additional funding
requirements to meet future expansion and research and development expenses.
It is anticipated that such funding will be generated by way of additional
placements of equity, through research and development arrangements funded by
third parties and by investments by strategic partners. The Company can give
no assurance as to whether it will be able to conclude such financing
arrangements, or that, if concluded, they will be on terms favorable to the
Company.
During fiscal year 1997, the Company closed a $5 million private convertible
debenture offering. The securities were purchased under Regulation D by
institutional investors. The Company intends to seek shareholder approval of a
new class of Series A Convertible Preferred Stock and, assuming such
shareholder approval, exercise its right to convert all the aforementioned
debentures into Series A Convertible Preferred Stock. Both the debenture and
the related preferred stock
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earn a 5% dividend payable in common stock or cash at the option of the
Company. The Company received $3 million from this offering in April 1997.
The remaining $2 million was received during the current fiscal quarter in May
1997.
FIRST FISCAL QUARTER OF 1998 COMPARED TO FIRST FISCAL QUARTER OF 1997
Cash used by operations decreased from $193,000 in the quarter ended August 3,
1996, to $24,000 in the quarter ended August 2, 1997. The $169,000 decrease is
primarily attributable to cash generated from accounts receivable and accounts
payable balances offset by purchases of inventory and the $1,318,000 loss in
the current fiscal quarter.
Cash used by investing activities totaled $139,000 in the current fiscal
quarter. This utilization of cash was primarily attributable to fixed asset
purchases required to develop and produce new products and improvements to the
Company's communications infrastructure.
Cash provided by financing activities is primarily attributable to $2,000,000
in proceeds received, in the current fiscal quarter, as part of the $5 million
convertible debenture offering previously discussed.
INVENTORIES
The Company's inventory balances increased $533,000 in the current fiscal
quarter. This increase is primarily attributable to increased frame relay
product subassemblies required to support anticipated sales that did not
materialize. The Company also purchased a significant amount of voice over
frame relay product to take advantage of volume discounts offered by the
original equipment manufacturer of these products.
In the current fiscal quarter, the Company increased its reserve for inventory
obsolescence from $500,000 to $575,000. The Company believes it will be able to
ship and/or liquidate its current inventory levels profitably and that its
reserve for inventory obsolescence and excess inventory is adequate.
SHAREHOLDERS' EQUITY
Shareholders' equity decreased $1,362,000 in the current quarter. The decrease
is attributable to the net loss in the current quarter.
INCOME TAXES
The Company has estimated its annual effective tax rate at 0% due to
uncertainty over the level of earnings in fiscal 1998. Also, the Company has
net operating loss carryforwards for income tax reporting purposes for which no
income tax benefit has been recorded due to uncertainty over generation of
future taxable income.
RECENT ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards (FFAS) 130, "Reporting
Comprehensive Income", establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures,
SFAS 130 requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income be reported
in a financial statement that is displayed with the same prominence as other
financial statements.
SFAS 131, "Disclosure about Segments of a Business Enterprise", establishes
standards for the way that public enterprises report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing
performance.
Both of these new standards are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. Due to the recent issuance of these standards,
management has been unable to fully evaluate the impact, if any, they may have
on future financial statement disclosures.
CERTAIN PARTS OF THE FOREGOING DISCUSSION AND ANALYSIS MAY INCLUDE
FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES.
AS A CONSEQUENCE, ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM RESULTS FORECAST
OR SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS. SEE "MARKETS FOR REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS -- CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING INFORMATION" IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The United States Securities and Exchange Commission ("SEC") is currently
conducting an inquiry pursuant to an order directing a private investigation
relating to certain prior public disclosures and periodic reports of the
Company. This inquiry, which commenced in September, 1994, is confidential and
should not be construed as an indication by the SEC or its staff that any
violations of law have occurred. The Company is cooperating with the SEC
Staff.
The Company is a party to two lawsuits that initially included four claims
filed by a former officer and director, Gary H. Davison. Davison commenced
these actions on March 13, 1997, in the Circuit Court of Fairfax County,
Virginia. On May 19, 1997, one claim was non-suited and a second claim was
dismissed with prejudice. The remaining two claims, wrongful termination and
breach of contract are subject to continuing litigation.
The Company's position is that Mr. Davison's allegations with respect to
wrongful termination are without legal or factual basis. As to Mr. Davison's
claim for breach of contract, it is based in part upon an alleged agreement
between himself and the Company concerning the immediate vesting to him of
options to purchase 100,000 shares of FastComm common stock on the date he
began employment with FastComm. The Company has provided Davison's counsel
with documents signed by Davison and filed with the U.S. Securities and
Exchange Commission on which Davison did not report the existence of any such
agreement, as he would have been obligated to do under federal securities law.
These documents, therefore, appear to be entirely inconsistent with the
allegations in Davison's complaint. The Company believes that it has
meritorious defenses to these lawsuits and intends to defend these actions
vigorously.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
FASTCOMM COMMUNICATIONS CORPORATION
(Registrant)
Date: September 16, 1997 By: /s/ Peter C. Madsen
---------------------------
Peter C. Madsen
President, Chief Executive Officer
and Chairman of the Board of Directors
(Principal Executive Officer)
Date: September 16, 1997 By: /s/ Mark H. Rafferty
---------------------------
Mark H. Rafferty
Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)