<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the interim period ended September 30, 1996
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 1-11743
-------
MICROLEAGUE MULTIMEDIA, INC.
- ------------------------------------------------------------------------------
(Exact name of Small Business Issuer in its charter)
<TABLE>
<S> <C>
Pennsylvania 23-2563090
- --------------------------------------------------- --------------------------------------------------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
750 Dawson Drive, Newark, Delaware 19713
- ------------------------------------------------------------------------------
(Address of principal executive officers)
(302) 368-9990
- ------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 November 14, 1996, the registrant had outstanding 4,259,839
shares of Common Stock, par value $.01 per share.
Transitional Small Business Disclosure Format (check one):
Yes No X
---- -----
<PAGE>
MICROLEAGUE MULTIMEDIA, INC.
QUARTERLY REPORT ON FORM 10-QSB FOR THE INTERIM
PERIOD ENDED SEPTEMBER 30, 1996
TABLE OF CONTENTS
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements:
<S> <C>
Consolidated Balance Sheets, September 30, 1996 and December 31, 1995 3
Consolidated Statements of Operations, nine months ended
September 30, 1996 and September 30, 1995................................................ 4
Consolidated Statements of Operations,
quarters ended September 30, 1996 and September 30, 1995................................. 5
Consolidated Statements of Cash Flows, nine months ended
September 30, 1996 and September 30, 1995................................................ 6
Notes to Consolidated Financial Statements................................................... 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ........................................... 9
PART II. OTHER INFORMATION.................................................................. 13
ITEM 6. Exhibits and Reports on Form 8-K..................................................... 13
</TABLE>
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<PAGE>
MICROLEAGUE MULTIMEDIA, INC.
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
<TABLE>
<CAPTION>
ASSETS Sept. 30, 1996
(unaudited) Dec. 31, 1995
---------------- ---------------
<S> <C> <C>
Cash and cash equivalents $ -- $6,754
Accounts receivable, less allowance
for Sales Returns of $266,000 and $444,000 886,009 1,763,124
Inventories 1,541,719 916,715
Royalty advances 673,863 295,702
Prepaid and other current assets 274,200 247,500
Deferred tax asset 1,158,420 208,300
---------- ----------
Total Current Assets 4,534,211 3,438,095
---------- ----------
Property, plant and equipment, net 733,786 425,162
Capitalized software costs 508,394 370,021
Goodwill, net 655,710 771,210
Intangible assets 245,629 262,638
Other assets 240,433 107,413
---------- ----------
Total assets $6,918,163 $5,374,539
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable - bank $268,000 $2,281,372
Current portion of long-term debt 282,299 391,530
Accounts payable 1,217,228 1,109,625
Cash overdraft 51,649 --
---------- ----------
Other accrued liabilities 322,570 238,813
---------- ----------
Total current liabilities 2,141,746 4,021,340
---------- ----------
Long-term debt 807,852 1,019,602
Deferred tax liability 238,671 192,000
---------- ----------
Total liabilities 3,188,269 5,232,942
---------- ----------
Commitments and contingencies
Stockholder's equity:
Common Stock 39,352 26,749
Additional Paid-in Capital 7,369,585 2,057,158
Accumulated deficiency (3,643,043) (1,872,380)
Less: receivable from stockholders (36,000) (69,930)
---------- ----------
Total stockholder's equity 3,729,894 141,597
---------- ----------
Total liabilities and stockholder's equity $6,918,163 $5,374,539
========== ==========
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
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<PAGE>
MICROLEAGUE MULTIMEDIA, INC.
CONSOLIDATED INCOME STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Net sales $ 3,026,218 $2,361,628
Cost of goods sold 2,128,236 1,554,839
----------- ----------
Gross profit 897,982 806,789
Operating expenses:
Product development 305,038 153,247
Selling 1,282,716 322,569
General & Administrative 1,484,253 1,041,659
----------- ----------
Income from operations (2,174,025) (710,686)
Interest expense 159,785 164,533
Other income, net 0 4,054
----------- ----------
Income before income taxes and extraordinary items (2,333,810) (879,273)
Provision for income taxes, before extraordinary items (767,328) 0
----------- ----------
Income before extraordinary items $(1,566,482) $ (879,273)
Extraordinary items, net of tax effect 204,181 0
----------- ----------
Net (Loss) $(1,770,663) $ (879,273)
=========== ==========
Net (Loss) per common share ($0.50) ($0.30)
Weighted average common shares outstanding 3,547,963 2,901,865
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
-4-
<PAGE>
MICROLEAGUE MULTIMEDIA, INC.
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Net sales $ 1,023,977 $1,117,866
Cost of goods sold 819,435 641,509
----------- ----------
Gross profit 204,542 476,357
Operating expenses:
Product development 89,891 58,150
Selling 554,748 93,607
General & Administrative 516,787 395,601
----------- ----------
Income from operations (956,787) (71,001)
Interest expense 16,211 49,941
Other income, net 0 0
----------- ----------
Income before income taxes and extraordinary items (972,998) (120,942)
Provision for income taxes, before extraordinary items (399,503) 0
----------- ----------
Income before extraordinary items $ (573,495) $ (120,942)
Extraordinary items, net of tax effect 0 0
Net (Loss) $ (573,495) $ (120,942)
=========== ==========
Net (Loss) per common share ($0.14) ($0.04)
Weighted average common shares outstanding 4,179,078 2,937,978
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
-5-
<PAGE>
MICROLEAGUE MULTIMEDIA, INC.
CONSOLIDATED CASH FLOW STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
1996 1995
(unaudited) (unaudited)
------------- -----------
<S> <C> <C>
Cash flows used in operating activities:
Net loss $($1,770,663) ($879,273)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 401,646 68,399
Provision for doubtful accounts 381,114 225,000
Changes in operating assets and liabilities:
Decrease (Increase) in accounts receivable 496,001 (549,932)
(Increase) in inventories (625,004) (384,223)
(Increase) in royalty advances (546,481) (39,755)
(Increase) in other current assets (976,820) (114,914)
(Increase) in other assets (291,890) (1,112,568)
Increase in accounts payable 107,603 568,923
Increase in other accrued liabilities 130,428 16,439
------------ -----------
Net cash used in operating activities (2,694,066) (2,201,904)
----------- ----------
Cash flows used in investing activities:
Purchase of property, plant and equipment (388,944) (133,129)
----------- ----------
Net cash used in investing activities (388,944) (133,129)
----------- ----------
Cash flows provided by financing activities
Payments of receivables by stockholders 33,930 (23,599)
Net borrowings (payments) of long-term debt (320,981) 1,218,792
Net increase (decrease) in note payable - bank (2,013,372) 187,500
Cash overdraft 51,649 --
------------ -----------
Net issuance of common stock 5,325,030 884,323
------------ -----------
Net cash provided by financing activities 3,076,256 2,267,016
Net decrease in cash and cash equivalents (6,754) (68,017)
Cash and cash equivalents, beginning of period 6,754 73,345
------------ -----------
Cash and cash equivalents, end of period $ 0 $ 5,328
Supplement cash flow disclosures:
Cash paid during the period for interest 179,371 157,033
Noncash, financing activities:
Conversion of notes payable to common stock $ 84,023 175,000
Capital lease obligations 186,282 --
Bridge loan OID interest expense 249,847 --
Issuance of common stock -- 375,000
Non-compete agreement -- 200,023
Acquisition notes -- 312,783
</TABLE>
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<PAGE>
MICROLEAGUE MULTIMEDIA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business:
The unaudited interim financial statements for Microleague Multimedia,
Inc. (the "Company") include the operations of APBA Game Company
("APBA") and Ablesoft, Inc. ("Ablesoft"), two interactive multimedia
product companies which were acquired by the Company in 1995, as well
as those of Microleague and Ferraul Corp., doing business as FoxFire
Printing ("FoxFire"). However, these financial statements do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
Company sells its products primarily through software retailers, mail
order, wholesale clubs and mass market merchandisers throughout the
United States. The Company also provides commercial printing, graphic
design and manufacturing services. All significant intercompany
accounts and transactions have been eliminated. In the opinion of
management, all adjustments which are of a normal and recurring nature
necessary for a fair presentation of these financial statements have
been included.
Certain accounts have been reclassified from the prior year and prior
interim period presentation.
2. Inventory
Inventory, net of valuation allowances, consisted of the following:
September 30, 1996 December 31, 1995
------------------ -----------------
Raw materials.............. $ 49,922 $ 24,695
Work-in-process............ 199,038 86,082
Finished goods............. 1,292,759 805,938
--------- ---------
Total................. $1,541,719 $916,715
========== --------
3. Earnings Per Share
Net income per share of Common Stock for the nine months ended
September 30, 1996 and 1995 is computed based upon the weighted average
number of shares of Common Stock outstanding during the applicable
period plus the effect of common shares contingently issuable,
primarily from the exercise of stock options and warrants.
4. Stockholders' Equity
During the second quarter of 1996, the Company completed an initial
public offering of 1,173,000 Units consisting of one share of Common
Stock, $.01 par value per Share, and one Redeemable Warrant. Each
Redeemable Warrant entitles the Holder to purchase one Share of Common
Stock of the Company at an exercise price of $6.27 at any time through
May 23, 1999. Each Redeemable Warrant will be redeemable at the option
of the Company at a price of $.10 per Redeemable Warrant at any time
upon not less than 45 days' prior written notice, if the last sale
price of the Common Stock exceeds $8.00 for not fewer than 10 of the 15
consecutive trading days ending on the third trading day prior to the
date on which the notice of redemption is given.
On July 3, 1996, 78,000 non-qualified stock options were issued to
employees of the Company under the Company's 1996 Equity Compensation
Plan. These options were issued with an exercise price equal to the
Company's closing common stock price on July 3, 1996 and vest in three
equal annual installments beginning on July 3, 1997. These options
expire on July 2, 2006.
-7-
<PAGE>
5. Extraordinary Items
In February 1996, the Company raised $800,000 through the sale of
Bridge Units, consisting of (i) Bridge Notes due upon the earlier of
the consummation of a public stock offering by the Company or 12 months
from the date of issuance and (ii) Bridge Warrants to acquire 160,000
shares of Common Stock. The Bridge Notes were repaid upon the closing
of the Company's common stock Offering in May 1996. The Company
incurred an extraordinary pre-tax charge to earnings in 1996 of
approximately $250,000 relating to deemed interest and deferred
financing costs resulting from its offering in February 1996 of the
Bridge Units.
The Company prepaid promissory notes issued by the Company to
Interactive Multimedia Limited Partnership and to certain related
parties who own an interest in certain technology relating to two of
the Company's products and who are entitled to receive a royalty equal
to 12% of the net cash proceeds from sales of those products. As result
of the prepayment of the notes totaling $224,590 and to terminate the
royalty rights of the aforementioned products, the Company incurred an
extraordinary pre-tax charge of approximately $90,000.
6. Subsequent Event
On October 24, 1996, the Company acquired all of the assets of Micro
Sports, Inc. ("Micro Sports"), a Tennessee based competing developer of
statistical sports simulation computer games and certain intellectual
property held by the parent corporation of Micro Sports. In connection
with the acquisition of such assets, the Company issued 308,882
unregistered shares of common stock (with a market value of
approximately $2 million) pursuant to Section 4(2) of the Securities
Act of 1933, as amended, and assumed certain liabilities of Micro
Sports aggregating approximately $950,000.
-8-
<PAGE>
CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report may be deemed to contain "forward-looking" statements. The Company
desires to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and is including this statement for the
express purpose of availing itself of the protections of such safe harbor with
respect to all of such forward-looking statements. Examples of forward-looking
statements include, but are not limited to (a) projections of revenues, income
or loss, earnings or loss per share, capital expenditures, growth prospects,
dividends, capital structure and other financial items, (b) statements of plans
and objectives of the Company or its management or Board of Directors, including
the introduction of new products, estimates or predictions of actions by
customers, developers or competitors, and potential acquisitions and joint
ventures (c) statements of future economic performance and (d) statements of
assumptions underlying other statements and statements about the Company or its
business.
The Company's ability to predict projected results or to predict the effect of
any pending events on the Company's operating results is inherently uncertain.
Therefore, the Company wishes to caution each reader of this report to carefully
consider specific factors, including competition for customers; the uncertainty
of developing or obtaining rights to new products that will be accepted by the
market and the timing of the introduction of new products into the market; the
limited market life of the Company's products and the uncertainty of
consummating potential acquisitions or entering into joint ventures. Such
factors in some cases have affected, and in the future (together with other
factors) could affect, the ability of the Company to achieve its projected
results and may cause actual results to differ materially from those expressed
herein.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations for the Nine Months Ended September 30, 1996 as compared
to the Nine Months Ended September 30, 1995.
Net sales increased 28%, or $700,000, from approximately $2.3 million for the
nine months ended September 30, 1995, to approximately $3.0 million for the nine
months ended September 30, 1996. The increase in net sales was attributable to
the Company's multimedia product revenues, which increased 35% or approximately
$500,000. Net sales increased in spite of the Company not releasing any new
front line products in 1996. The Company's new releases planned for 1996,
including Sports Illustrated Presents Microleague Baseball 6.0 as well as new
football, basketball and hockey games, have been delayed due to the failure of
the developer of such products to deliver these games to the Company on a timely
basis in accordance with their development contract. The Company is currently
evaluating remedies available to it as a result of this breach of contract,
including the commencement of legal action. The Company's printing services
group increased its affiliate venture publishing sales and its commercial
printing sales by approximately 19%, or approximately $200,000, for the first
nine months of 1995.
In October 1996, the Company acquired the assets of Micro Sports, a
well-established competing developer of statistical sports simulation computer
games which formerly published its products in partnership with IBM. The Company
believes that, with the acquisition of Micro Sports and its experienced
development team, the Company will be able to increase the timeliness and
consistency of its new front line sports products releases. To this end, the
Company is presently manufacturing plans to release in late November Sports
Illustrated Presents Microleague Pro Football 1997, Sports Illustrated Presents
Microleague College Football 1997 and Pro League Baseball 1997, all of which
were developed by Micro Sports. The Company also intends to introduce four other
new products prior to the end of 1996.
As a result of increased sales through retail distribution channels in 1996, the
Company's multimedia products group realized product returns and credits for
price support of approximately 19% of gross sales for the nine months ended
September 30, 1996 as compared with 15% for the nine months ended September 30,
1995. Also, due to the aforementioned lack of new product flow, the Company
realized much higher returns and price support costs as a percentage of net
revenues for the third quarter. Thus, while the Company reported a net sales
decrease of approximately 8% for the third quarter, gross sales increased by
approximately 9% for such quarter. As a result, the Company's costs of goods
sold as a percentage of net sales increased in the quarter ended September 30,
1996. Due to the increase in the Company's return rate and certain customers'
weakened financial positions, the Company has implemented certain procedures to
better manage returns and to reduce the Company's exposure to bad debts. As a
result of the implementation of these procedures, the Company anticipates that
its return rate relative to gross sales will be reduced.
Cost of goods sold increased by 37%, or $600,000, from approximately $1.5
million for the nine months ended September 30, 1995, to approximately $2.1
million for the nine months ended September 30, 1996. As a percentage of net
sales, cost of goods sold increased from approximately 66% in the first nine
months of 1995 to approximately
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<PAGE>
70% for the first nine months of 1996. The increase in cost of goods sold as a
percentage of net sales resulted primarily from an increase in budget software
sales and commercial printing sales in the Company's sales mix, which have a
lower gross profit margin than the Company's front line software products. Such
increase was thus attributable to the absence of new front line releases in
1996.
Development expenses increased 100% or $150,000, from approximately $150,000 for
the nine months ended September 30, 1995, to approximately $300,000 for the nine
months ended September 30, 1996. This substantial increase in development
expenses was primarily due to the Company hiring additional development
personnel in 1996, including Edward Ringler, the Company's new vice president of
development. These expenses, which are net of the portion capitalized for
software development, were incurred as part of the Company's goal to improve the
consistency of new product flow, both internally and through the use of external
developers. In October 1996, the Company acquired the assets of Micro Sports,
which, together with Ringler Studios, a software development company acquired in
August 1996, is expected to improve the Company's internal development
capabilities and the consistency of new front line product flow.
Selling expenses increased from approximately $300,000 in the nine months ended
September 30, 1995 to approximately $1.3 million in the nine months ended
September 30, 1996. As a percentage of sales, selling expenses increased
significantly from approximately 14% for the 1995 nine-month period to
approximately 42% for the 1996 nine-month period. The significant increase was
primarily due to the Company's efforts to gain more control over its software
distribution channel, including advertising campaigns and cooperative
advertising programs with the Company's retailers to preserve shelf space for
the fourth quarter, which is traditionally the quarter which generates the
Company's highest revenues. The increase was also attributable to the Company's
efforts to gain new distribution outlets through the establishment of a private
label program with GTE Interactive, an original equipment manufacturer, which
the Company expects will produce revenues during the next eighteen months and
the Company's establishment of MMI Online, the Company's new Internet web site.
MMI Online is designed to increase revenues as well as lessen the impact of
seasonality on the Company's revenues. MMI Online products, which include among
others, Danny Sheridan's Football Pool `96 for Windows and APBA Football
Challenge `96, contributed modestly to revenues in the third quarter of 1996.
Additionally, beginning in 1997, the Company intends to begin selling products
on MMI Online, including products such as Card Collector '97 and Comic
Collector '97, each which have built in Internet Components which will provide
additional revenues through MMI Online. The Company also continues to add
subscribers for its web site. Further, additional sales personnel and increased
marketing activities contributed to the large increase in selling expenses. The
Company intends to continue to launch new marketing promotions, but expects that
selling expenses as a percentage of revenues will decrease as the Company
releases seven new products, including two new front line products, in the
fourth quarter of 1996. In addition, the Company incurred bad debt expense of
approximately $200,000 in the third quarter of 1996 as a result of two
customers' weakened financial positions, which represented approximately 20% of
the increase in selling expenses for the nine months ended September 30, 1996.
General and administrative expenses increased 34%, or approximately $400,000,
from approximately $1.1 million for the nine months ended September 30, 1995 to
approximately $1.5 million for the nine months ended September 30, 1996. This
increase was primarily due to the amortization of goodwill and other intangible
assets related to the Ablesoft acquisition, which was completed on September 30,
1995, as well as hiring personnel in finance and administration to facilitate
the Company's expansion and assist with financial reporting.
Interest expense decreased 3%, or approximately $5,000, from approximately
$165,000 for the nine months ended September 30, 1995 to approximately $160,000
for the nine months ended September 30, 1996. The decrease resulted from the
repayment of a portion of the Company's outstanding indebtedness using proceeds
from its May 1996 initial public offering, offset by increased borrowings in the
beginning of 1996.
As a result of the Company's acquisition of Ablesoft, the Company converted to a
C corporation from an S corporation for income tax purposes on October 1, 1995.
Thus, for the nine months ended September 30, 1995, the Company was not subject
to federal and state corporate income taxes. The effective tax rate for the nine
months
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<PAGE>
ended September 30, 1996 reflected the effect of deferred taxes offsetting the
income tax provision at statutory rates.
In connection with the Company's sale of bridge notes in February 1996 for
approximately $800,000, the Company incurred approximately $250,000 in deemed
interest and deferred financing costs upon completion of its initial public
offering in May 1996. In addition, the Company incurred expenses in May 1996 of
approximately $90,000 for premiums in excess of principal related to the early
retirement of certain partnership debt interests. These extraordinary items have
been reflected net of taxes at statutory rates, which approximated 40%.
Liquidity and Capital Resources
The Company has historically not been able to generate sufficient cash flow to
fund its operations. Prior to 1996, working capital deficiencies were funded
principally through private placements of securities. Prior to the completion of
these private placements, the Company relied primarily on cash flow from
operations and borrowings under its line of credit to finance its operations and
expansion. However, in February 1996, the Company raised an additional $800,000
through the sale of eight bridge units, each consisting of $100,000 principal
amount of bridge notes due upon the earlier of the consummation of the Company's
initial public offering or 12 months from the date of issuance thereof and
bridge warrants to acquire 160,000 shares of Common Stock. The Company applied
these amounts to fund its operations, including product development, sales and
marketing and administrative expenses, as well as transaction costs.
In May 1996, the Company raised net proceeds of approximately $5,200,000 through
an initial public offering of 1,173,000 units, each was comprised of one share
of common stock and one common stock purchase warrant. The Company has used
approximately $2.8 million of these proceeds to pay down bank debt, repay the
bridge notes referred to above and notes to a partnership. The Company
intends to use the remaining net proceeds to fund product development and to
provide working capital for general corporate purposes. As a result of the
Company's recent acquisition of Micro Sports, the Company believes that such
remaining net proceeds, together and anticipated cash flow from operations, will
be sufficient to meet its needs in connection with its planned business
expansion through the next four to five months. The Company's cash flow from
operations has been lower in 1996 than previously anticipated due to the
development delays referred to above regarding MicroLeague Baseball 6.0 and the
related new generation of MicroLeague sports games. As a result, the Company may
need to seek additional debt and/or equity financing.
The Company's working capital requirements may change depending upon numerous
factors, including without limitation the anticipated need to finance increased
inventory and accounts receivable arising from the sale and shipment of
anticipated new products, as well as additional acquisitions. The Company
currently has in place a bank line of credit facility for $1.5 million, which is
secured by its inventory and accounts receivable. Approximately $1.2 million was
currently available under this facility at September 30, 1996.
As of September 30, 1996, the Company had payment commitments of approximately
$200,000 under various product development agreements, $585,000 under its
facility and vehicle leases, and $1.8 million under existing employment
agreements with certain officers of the Company.
In the normal course of business, the Company evaluates potential acquisitions
and joint ventures that may complement the Company's business. The Company is
presently evaluating a number of opportunities in this regard; however no
commitments or agreements have been reached. Such acquisitions or joint ventures
may require the Company to make additional capital expenditures, and such
expenditures could be significant.
Seasonality
The consumer electronics market is characterized by significant seasonal swings
in demand, which typically peak in the fourth quarter of each year. The seasonal
pattern is due primarily to the increased demand for software during the
year-end holiday buying season. The Company expects its net sales and operating
results to continue to reflect this seasonality. The Company's revenues may also
experience substantial variations as a result of a
-11-
<PAGE>
number of factors, such as consumer preferences and the introduction of
competing products. There can be no assurance that the Company will achieve
consistent profitability on a quarterly or annual basis or that any
profitability, if achieved, will be maintained. Inflation
The Company does not believe that inflation has had a material effect on its
results of operations in recent years. There can be no assurance, however, that
the Company's business will not be affected by inflation in the future.
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<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are included herein:
11.1 Statement re: Computation of Per Share Earnings
27.1 Financial Data Schedules
(b) The Company filed no Current Reports on Form 8-K for the
quarter ended September 30, 1996.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 14th day of November, 1996.
MICROLEAGUE MULTIMEDIA, INC.
By: /s/ Neil B. Swartz
-------------------------------------
Neil B. Swartz
Chairman of the Board of Directors &
Chief Executive Officer
By: /s/ Peter R. Flanagan
-------------------------------------
Peter R. Flanagan
Vice President and Chief Financial Officer
-14-
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
11.1 Statement re: Computation of Per Share Earnings
27.1 Financial Data Schedules
<PAGE>
EXHIBIT 11.1
STATEMENT RE: COMPUTATION OF EARNINGS
<TABLE>
<CAPTION>
(In thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
Primary and Fully Diluted 1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Average shares outstanding 3,896,467 2,756,667 3,300,501 2,756,667
Net effect of common stock equivalents 282,609 181,311 247,462 145,198
------------- ------------- ------------- -------------
Total 4,179,076 2,937,978 3,547,963 2,901,845
============= ============= ============= =============
Net income (573,495) (120,942) (1,770,663) (738,355)
Per share earnings: ($.14) ($.04) ($.50) ($.25)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 886,009
<ALLOWANCES> (266,000)
<INVENTORY> 1,541,719
<CURRENT-ASSETS> 4,534,211
<PP&E> 0
<DEPRECIATION> 733,786
<TOTAL-ASSETS> 6,918,163
<CURRENT-LIABILITIES> 2,141,746
<BONDS> 0
0
0
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<CGS> 2,128,236
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<INCOME-PRETAX> (2,333,810)
<INCOME-TAX> (767,328)
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<EXTRAORDINARY> 204,181
<CHANGES> 0
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<EPS-PRIMARY> (.50)
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</TABLE>
