<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from to
COMMISSION FILE NUMBER 1-11857
MULTICOM PUBLISHING, INC.
(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
Washington 91-1551337
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Olive Way, Suite 1250
Seattle, Washington 98101
(Address of principal (Zip Code)
executive offices)
ISSUER'S TELEPHONE NUMBER: (206) 622-5530
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 NO X
--- ---
The number of shares of Common Stock outstanding as of November 12, 1996:
5,612,169.
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MULTICOM PUBLISHING, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1996 1996
(UNAUDITED)
------------ --------------
<S> <C> <C>
Assets
Current assets
Cash $ 1,370,093 $ 3,476,879
Accounts receivable, net of allowances of $954,422 2,139,507 2,303,591
and $1,302,439, respectively
Inventories 1,298,826 940,595
Other current assets 199,642 198,221
----------- ------------
Total current assets 5,008,068 6,919,286
----------- ------------
Property and equipment, net 1,129,701 937,066
Software development costs, net of accumulated amortization
of $188,825 and $164,364, respectively 284,770 258,686
Other noncurrent assets 198,959 168,928
----------- -------------
Total assets $ 6,621,498 $ 8,283,966
=========== =============
Liabilities and Shareholders' Equity
Current liabilities
Trade payables $ 754,077 $ 625,010
Accrued liabilities 1,139,755 1,211,689
Accrued royalties 112,127 321,882
Other deferred compensation 137,987 137,450
Bank borrowings 1,000,000 1,000,000
Current portion of shareholder debt 235,000 317,500
----------- -------------
Total current liabilities 3,378,946 3,613,531
----------- -------------
Long-term debt, net of current portion and debt discount 2,242,078 2,217,894
Shareholder debt, net of current portion 98,153 93,006
----------- -------------
Total liabilities 5,719,177 5,924,431
----------- -------------
Shareholders' equity
Common Stock 13,809,896 13,797,896
Notes receivable (81,234) (81,538)
Unearned royalties (1,276,549) (1,335,577)
Accumulated deficit (11,549,792) (10,021,246)
----------- -------------
Total shareholders' equity 902,321 2,359,535
Total liabilities and shareholders' equity
$ 6,621,498 $ 8,283,966
=========== =============
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
2
<PAGE> 3
MULTICOM PUBLISHING, INC.
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995
(UNAUDITED) (UNAUDITED)
-------------- ------------
<S> <C> <C>
Net sales $ 1,374,218 $ 1,214,141
Cost of sales 818,505 610,485
----------- -----------
Gross profit 555,713 603,656
----------- -----------
Operating expenses
Research and development 669,692 651,088
Sales and marketing 702,187 895,995
General and administrative 557,699 348,286
----------- -----------
Total operating expenses 1,929,578 1,895,369
----------- -----------
Loss from operations (1,373,865) (1,291,713)
Interest expense, net (154,681) (13,756)
----------- -----------
Net loss $ (1,528,546) $(1,305,469)
----------- -----------
Net loss per share $ (.27) $ (.26)
=========== ===========
Weighted average number of common shares and
common share equivalents outstanding 5,612,169 4,977,935
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
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MULTICOM PUBLISHING, INC.
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995
(UNAUDITED) (UNAUDITED)
------------- -------------
<S> <C> <C>
Cash flows from operating activities
Net loss $(1,528,546) $(1,305,469)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation 82,120 42,573
Amortization of software development costs 24,461 16,569
Amortization of debt discount 24,184 --
Issuance of common stock for interest payable to 12,304 31,191
Earned royalties 59,028 54,555
Decrease (increase) in accounts receivable, net 164,084 (278,829)
Increase in inventories, net (358,231) (222,502)
Increase in other assets (31,452) (168,000)
Increase (decrease) in trade payables 129,067 (247,663)
Decrease in accrued liabilities (71,934) (101,580)
Increase (decrease) in accrued royalties (209,755) 32,204
Increase in customer deposits -- 38,350
Increase in other deferred compensation 537 68,509
---------- ----------
Net cash used in operating activities (1,704,133) (2,040,092)
---------- ----------
Cash flows from investing activities
Additions to property and equipment (274,755) (272,275)
Additions to software development costs (50,545) (56,801)
---------- ----------
Net cash used in investing activities (325,300) (329,076)
---------- ----------
Cash flows from financing activities
Proceeds from bank borrowings -- 200,000
Proceeds from notes payable to shareholders -- 2,000,000
Repayment of notes payable to shareholders (77,353) (10,429)
Repayment of long-term debt -- (6,250)
Exercise of stock options, net of expenses -- 308
---------- ----------
Net cash provided (used) by financing activities (77,353) 2,183,629
---------- ----------
Net decrease in cash (2,106,786) (185,539)
Cash, beginning of period 3,476,879 604,132
---------- ----------
Cash, end of period $ 1,370,093 $ 418,593
========== ==========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
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MULTICOM PUBLISHING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(1) Basis of Presentation
The unaudited condensed financial statements and related notes have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and regulations.
The accompanying condensed financial statements and related notes should be read
in conjunction with the audited financial statements and notes thereto included
in the Company's 1996 Annual Report on Form 10-KSB.
(2) Inventories
INVENTORIES CONSIST OF THE FOLLOWING:
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1996 1996
---------- -----------
<S> <C> <C>
Finished Goods $ 662,845 $ 464,790
Books 419,966 300,128
Raw Materials 216,015 175,677
--------- ---------
$1,298,826 $ 940,595
========= =========
</TABLE>
(3) Net Loss Per Share
Net loss per share is computed using the weighted average number of common and
dilutive common stock equivalent shares outstanding during the period, after
applying the treasury stock method. For periods in which the Company reports a
net loss, common stock equivalents do not include stock options and warrants as
their effect would be anti-dilutive. For the period prior to the effective date
of the Company's initial public offering of Common Stock, common stock
equivalents include the impact of the issuance of options and warrants granted
within one year of the initial public offering, at exercise prices less than the
initial public offering price, whether or not the effect is anti-dilutive.
(4) Subsequent Event
On October 11, 1996, the Company acquired an exclusive license to publish,
distribute and manufacture 11 existing titles and four CD-ROM titles currently
in development from HarperCollins Publishers Inc. (HarperCollins)
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in exchange for $30,000 and the assumption of certain liabilities in amounts not
to exceed $550,000. Additionally, the Company acquired the inventories of the
existing titles at cost, which was approximately $350,000. If certain
inventories are not used on or before March 31, 1998, then the amount may be
reduced to $250,000. Royalties will be paid to HarperCollins based upon net
sales and Multicom will pay certain nonrefundable advances against these
royalties, in an amount not to exceed $300,000. Such advances are payable in
installments based upon delivery of the unpublished titles and other items. The
parties are currently in negotiations concerning one of the unpublished titles
and, based upon the outcome of these negotiations, the assumption of liabilities
and advances against royalties may change.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
GENERAL
During the quarter ended September 30, 1996, the Company released six new
titles. Additionally, in October 1996 Multicom acquired the rights to 11
existing titles from HarperCollins and in November the Company plans to release
four new titles, thereby increasing the total number of multimedia titles it
sells and markets to 46. The Company also generates revenue through its custom
publishing activities, which provides Internet development and interactive
advertising development for major corporations.
RESULTS OF OPERATIONS
Net sales. Net sales for the quarter ended September 30, 1996 increased 13% over
the quarter ended September 30, 1995. A significant portion of the increased
revenues related to increased sales from custom publishing activities.
Allowances for product returns and allowances were 25.8% and 48.5% of gross
distributor sales in the quarters ended September 30, 1996 and 1995,
respectively. In the September 1995 quarter, returns were negatively impacted by
the Company's decision to terminate the Electronic Arts (EA) distribution
agreement. Increased competition, the seasonal slowness experienced in the
market during the summer months and a general slowness of the traditional
software distribution channels continued to impact product returns in the first
quarter of fiscal 1997.
Cost of sales. The Company's gross profit as a percentage of net sales decreased
to 40.4% in the quarter ended September 30, 1996 from 49.7% in the quarter ended
September 30, 1995. The decline is largely a result of the reduction in sales
prices for the Company's CD-ROM products and increased packaging costs.
Research and Development. Research and development costs increased
approximately $19,000 for the quarter ended September 30, 1996 as compared to
the quarter ended September 30, 1995, however, as a percentage of net sales
these costs decreased to 48.7% in the quarter ended September 30, 1996 from
53.6% in
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the quarter ended September 30, 1995. At the same time, the Company released
6 titles in the quarter ended September 30, 1996, compared to two titles in the
quarter ended September 30, 1995, largely due to the reuse of existing software
engines. In the quarters ended September 30, 1996 and 1995, $50,000 and $57,000
of software development costs were capitalized, respectively. The Company
anticipates that its research and development expenses will decrease as a
percentage of net sales as the Company uses existing resources for custom
publishing and Internet development. For additional discussion on the risks
associated with these statements and other forward-looking statements, refer to
the Outlook and Risks section below.
Sales and Marketing. Sales and marketing expenses decreased $194,000 or 21.6%
for the quarter ended September 30, 1996 as compared to the quarter ended
September 30, 1995. As a percentage of net sales, sales and marketing expenses
were 51.1% and 73.8% for the quarters ended September 30, 1996 and 1995,
respectively. The Company expects that sales and marketing expenditures will
decrease further as a percentage of net sales as the Company continues to focus
its marketing efforts. For additional discussion on the risks associated with
these statements and other forward-looking statements, refer to the Outlook and
Risks section below.
General and Administrative. For the quarter ended September 30, 1996 compared to
the same quarter a year ago, general and administrative expenses increased
$209,000; as a percentage of net sales, these expenses were 40.6% in the quarter
ended September 30, 1996 and 28.7% in the quarter ended September 30, 1995. The
increase was primarily due to the growth of the Company and bad debt reserves of
approximately $150,000 incurred in connection with certain distributor
receivables.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash balances decreased by $2,100,000 from June 30, 1996 to
September 30, 1996. This was primarily a result of the loss from operations,
substantially increased inventory levels and the addition of property and
equipment.
At September 30, 1996, the Company had working capital of $1,629,000 and had
long-term debt of $2,340,000 outstanding. The Company has a credit facility for
$2,000,000 available under a revolving line of credit, with advances available
up to 75% of eligible accounts receivable. The credit facility is secured by all
the assets of the Company and bears interest at prime plus 3/4%. At September
30, 1996, the Company had drawn $1,000,000 against this line of credit. This
credit facility expires on July 5, 1997 and requires compliance with various
financial covenants and restrictions, including maintenance of minimum levels of
net worth and profitability, and restricts the Company's ability to pay
dividends. At September 30, 1996, the Company was not in compliance with one of
its financial covenants governing results of operations. The bank has waived
its rights respecting this matter. There is no assurance that the Company will
remain in compliance with its covenants in the future or that the bank will
waive any possible future noncompliance by the Company. For additional
discussion on the risks associated with these statements and other
forward-looking statements, refer to the Outlook and Risks section below.
As described in Note 4 to the condensed financial statements above, the Company
acquired rights to certain titles from HarperCollins. Payment for
7
<PAGE> 8
this transaction will be made in cash, over several quarters. The Company
believes that existing sources of liquidity will satisfy its projected working
capital, capital expenditure and capitalized research and development
requirements for at least the next nine months in the event the Company meets
operating expectations and complies with its bank covenants. For additional
discussion on the risks associated with these statements and other
forward-looking statements, refer to the Outlook and Risks section below.
OUTLOOK AND RISKS
The Company's future operating results and many of the forward-looking
statements contained in this document are dependent upon a number of factors,
including the reversal of the general slowing trend in the multimedia software
market and the Company's ability to address the impact of the Internet, to
incorporate the HarperCollins titles into its sales mix, to release its titles
on schedule, to expand successfully into new markets, to react to changing
technology and to effectively manage resources.
During the past few months, the industry has experienced a general slowing in
the sale of multimedia software products in the retail software channel. The
Company intends to support its expanded line with targeted aggressive marketing
during the upcoming holiday season. Additionally, Multicom is marketing its
products through Internet vehicles and mass consumer channels. To date, this new
business has not kept pace with the declining software channel markets, although
the Company believes that these alternate channels may provide a significant
revenue stream for its CD-ROM business in the future. The management team has
been reviewing Multicom's business opportunities and strategic direction to
address this industry trend, as well as the impact the success of the Internet
may have on the business. The impact that the market trends and the Company's
actions may have on Multicom's operations cannot be fully measured at this time.
A key challenge to the Company's continued growth is selling increased unit
volumes of CD-ROMs at competitive prices. There is a significant amount of
competition in the multimedia arena and the Company's success is dependent upon
continued demand for existing products, timeliness to market with new products
and its ability to meet the pricing and functionality requirements of the
consumer.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
NONE.
ITEM 2. CHANGES IN SECURITIES.
NONE.
8
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
At September 30, 1996, the Company was in default of one of its financial
covenants governing results of operations in connection with its Borrowing under
its Line of Credit. The bank waived its rights respecting this matter. See the
discussion under the caption Liquidity and Capital Results on page 7.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE.
ITEM 5. OTHER MATTERS
The Company entered into a License and Sale of Assets Agreement with
HarperCollins Publishers Inc. dated October 11, 1996 (the "Agreement"). Under
the terms of the Agreement, the Company was granted an exclusive license to
publish, distribute and manufacture 11 existing CD-ROM titles and four CD-ROM
titles currently in development from the HarperCollins Adult Trade Group in
exchange for $30,000 and the assumption of certain liabilities in amounts not to
exceed $550,000. The Company further acquired the inventories of the existing
titles at cost, which was approximately $350,000. Royalties will be paid to
HarperCollins based upon net sales and Multicom will pay certain nonrefundable
advances against these royalties, in an amount not to exceed $300,000. Such
advances are payable in installments based upon delivery of the unpublished
titles and other items. Payments to HarperCollins have been made with proceeds
from the Company's initial public offering which became effective June 24, 1996.
The Company plans to make continuing royalty payments to HarperCollins from
working capital. The parties are currently in negotiations concerning one of the
unpublished titles and, based upon the outcome of these negotiations, the
assumption of liabilities and advances against royalties may change.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-B.
EXHIBIT
NUMBER EXHIBIT
------ -------
3.1* Amended and Restated Articles of Incorporation of
Multicom Publishing, Inc., a Washington corporation,
filed as Exhibit 3.1 to the Company's Registration
Statement on Form SB-2 (File No. 33-4704-LA) (the
"Registration Statement on Form SB-2").
3.2* Restated Bylaws of Multicom Publishing, Inc., a
Washington corporation, filed as Exhibit 3.2 to the
Company's Registration Statement on Form SB-2.
4.1* Form of Certificate for Common Stock, filed as
Exhibit 4.1 to the Company's Registration Statement on
Form SB-2.
11.1 Calculation of Earnings Per Share.
27 Financial Data Schedule.
- -------
* Incorporated by reference.
(b) Reports on Form 8-K during the first quarter: None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MULTICOM PUBLISHING, INC.
(Registrant)
November 14, 1996 By TAMARA L. ATTARD
------------------------------
Tamara L. Attard
Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
November 14, 1996 By ELLEN R. M. BOYER
------------------------------
Ellen R.M. Boyer
Vice President of Finance and
Administration and Chief
Financial Officer
(Principal Financial and
Principal Accounting Officer)
10
<PAGE> 1
EXHIBIT 11.1
MULTICOM PUBLISHING, INC.
COMPUTATION OF NET LOSS PER COMMON
AND COMMON EQUIVALENT SHARES
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1996 1995
------------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
Net loss $(1,528,546) $(1,305,469)
=========== ===========
Applicable common shares:
Average outstanding during the period 5,612,169 3,475,139
Average mandatorily redeemable stock
outstanding -- 825,000
Outstanding stock options(1) -- 676,796
----------- -----------
Weighted average number of common shares 5,612,169 4,976,935
=========== ===========
Net loss per common share $ (0.27) $ (0.26)
=========== ===========
</TABLE>
(1) Based on the treasury stock method.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1370093
<SECURITIES> 0
<RECEIVABLES> 3093929
<ALLOWANCES> 362412
<INVENTORY> 1298826
<CURRENT-ASSETS> 5008068
<PP&E> 1773340
<DEPRECIATION> 643639
<TOTAL-ASSETS> 6621498
<CURRENT-LIABILITIES> 3378946
<BONDS> 2340231
0
0
<COMMON> 13728662
<OTHER-SE> (12826341)
<TOTAL-LIABILITY-AND-EQUITY> 6621498
<SALES> 1051569
<TOTAL-REVENUES> 1374218
<CGS> 676989
<TOTAL-COSTS> 818505
<OTHER-EXPENSES> 1929578
<LOSS-PROVISION> 147411
<INTEREST-EXPENSE> 154681
<INCOME-PRETAX> (1528546)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1528546)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1528546)
<EPS-PRIMARY> (.27)
<EPS-DILUTED> 0
</TABLE>
