[LOGO]
Form 10KSB for AMERICAN ACCESS TECHNOLOGIES, INC. filed on February 25, 1999
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _____________
Commission file number: ___________
AMERICAN ACCESS TECHNOLOGIES, INC.
(Name of small business issuer specified in its charter)
Florida 59-3410234
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
238 N. Westmonte Drive, Suite 210, Altamonte Springs, Florida 32714
(Address of principal executive offices, including zip code)
(407) 865-7696
(Issuer's telephone number, including area code)
Victor Murray, President
American Access Technologies, Inc.
238 N. Westmonte Drive, Suite 210
Altamonte Springs, FL 32714
(407) 865-7696
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(Name, address and telephone number of agent for service)
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange
Title of each class on which registered
None None
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
(Title of Class)
Check whether the issuer: (i) 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 (ii) has been
subject to such filing requirements for the past 90 days. Yes___X___ No ____
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
The issuer's revenues for the fiscal year ended December 31, 1998 were
$4,936,204.
The number of shares outstanding of the issuer's common stock as of February 4,
1999, was 3,265,470 shares. The aggregate market value of the common stock
(1,898,735 shares) held by non-affiliates, based on the average of the bid and
asked prices ($20.19) of the common stock as of December 31, 1998 was
$38,335,459.
Transitional Small Business Disclosure Format (Check one): Yes_____ No___X___
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This Annual Report on Form 10-KSB (the "Report") may be deemed to
contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Forward-looking statements in
this Report or hereafter included in other publicly available documents filed
with the Securities and Exchange Commission (the "Commission"), reports to the
Company's stockholders and other publicly available statements issued or
released by the Company involve known and unknown risks, uncertainties and other
factors which could cause the Company's actual results, performance (financial
or operating) or achievements to differ from the future results, performance
(financial or operating) or achievements expressed or implied by such
forward-looking statements. Such future results are based upon management's best
estimates based upon current conditions and the most recent results of
operations. These risks include, but are not limited to, the risks set forth
herein, each of which could adversely affect the Company's business and the
accuracy of the forward-looking statements contained herein.
ITEM 1. DESCRIPTION OF THE BUSINESS
GENERAL
American Access Technologies is a Florida corporation that develops,
designs, and manufactures products for the telecommunications industry. Our
product line improves the distribution of cable and wiring for
telecommunications systems.
The company's first-generation product is the ZCTC 1024-LP, which is a
cabinet that houses cable equipment and fits above the ceiling. The
second-generation product is the ZCTC 1024-HR, also a ceiling unit. The
third-generation products, ZCTC-RF series, are cabinets designed to fit under
the floor for raised floor applications. The EthoCom and ComDeck units fit
directly into modular furniture applications. The products offered by the
company exemplify the commitment to providing flexible solutions for routing
information through cables and wires.
The telecommunications industry is continually and rapidly expanding.
Data systems with continually increasing operating speeds, corporate networking
and desktop computing have created the need for a higher speed delivery system
through cabling. This also requires new ways of connecting cables with higher
speed switching. The company's goal is to provide solutions for the high-speed
needs of new technology and to become a leading supplier of structured
telecommunications cabling system components.
American Access' 1998 acquisition of Omega Metals, Inc. moves the
company from the development stage to active production and distribution of its
telecommunications products. Omega is a wholly owned subsidiary with sales and
marketing intact.
HISTORY OF THE COMPANY
American Access founder, Vic Murray, began working in the electrical,
cable and industrial supply business in 1945. As a manufacturer's
representative, he worked for such high profile companies as Graybar Electric
Company and Florida Electric Supply. Mr. Murray opened Vic Murray & Associates
as an independent manufacturer's representative in 1977, incorporating it as Vic
Murray & Associates, Inc. VMA developed agency relationships with electrical
engineers, electrical contractors, municipalities, power companies and
distribution companies throughout the State of Florida. American Access acquired
VMA in exchange for company common stock in 1996, and ceased its manufacturer's
representative business in order to engage exclusively in the business of wire
management.
A development company when it began, American Access pioneered four
generations of innovative telecommunications products and has increased its name
recognition in the market since then.
In November, 1998, American Access acquired Omega Metals, Inc. which
continues to provide product prototyping, production, manufacturing, assembling
and packaging operations to American Access.
THE COMPANY'S BUSINESS
American Access develops and sells products that place
telecommunications equipment in office buildings, hospitals, convention centers,
schools, and just about any building in need of an efficient system to route
information. As the need increases for high-speed communications in the work
place, the streamlined distribution of cables and wires that carry that
information is also important. Called zone cabling, because cables are routed
into specific areas as needed, our cabinets conveniently house all equipment in
the ceiling, raised floors and in modular furniture. This dedication to
providing total and flexible cabling solutions places the company at the
forefront of the telecommunications cabling industry.
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As a direct result of the break-up of the AT&T monopoly, thousands of
technology, service and equipment companies began to develop revolutionary
telecommunications products and services. These companies could now fairly
compete for business within the rapidly evolving multi-billion dollar
telecommunications industry. Simultaneously, the computer industry evolved at a
rapid pace as well. The telecommunications industry was forever changed and for
the first time in this industry, myriad new business opportunities emerged.
Richard Murray, an original officer of the company, was directed to
research and evaluate the industry to determine in which categories of supply
and support we would specialize. The decision was made to focus on wire
management for voice, data, fiber optic, closed caption television, and cable
television applications. With the birth of revolutionary high-speed
telecommunications technology and equipment, wiring and wire management would
become a critical part of the telecommunications industry.
Along with other specialists throughout the United States, Murray
quickly realized that designers of new buildings and of renovations did not
consider adequate spacing and design requirements in order to accommodate the
telecommunications wiring. Although wire and wire management is a critical
portion of telecommunications, in some cases, the design engineers actually had
forgotten to include it in the project design. These engineering and industry
oversights create significant and expensive changes in structure design
resulting in the loss of usable or otherwise rentable spaces. Additionally,
excessive future moves, additions and changes, of personnel offices, telephones,
data terminals and other cable termination points, were generally given little
consideration.
Until now, wire management systems have not evolved as rapidly as the
telecommunications industry. Industry leaders began to realize that with the
advent of technologically advanced equipment, systems, new methods of
conveyance, such as the speed of light transmission used in fiber optics, and
the demand for connection to the Internet, the established methods of wiring and
wire management were outdated.
Telecommunication wiring originates outside the building and is routed
into the building through either an underground, direct buried or aerial
facility. The wiring is then distributed to each floor of a building through
areas known as telecommunications closets. From the telecommunications closets,
all wiring is sorted and distributed as needed to all the workers' stations on
that floor. Every work station may include phone, fax, data, and a computer.
Each station is required to have two horizontal cables that run from the work
area back to the telecommunications closet. This traditional method of wiring is
called star topology. This method of wiring and wire management provides for
very little flexibility in the cable system when future changes and additions
are made at a work station.
The telecommunications closet is also located in common areas within
each floor, and the cabling distributed from it could be as far as 295 ft., or
90 meters, away from each end point in the work area. For voice wiring, the
maximum main cable length is 800 meters. This means that a massive amount of
wire is required for telecommunication applications. It is not unusual for a
high rise building of 40 floors to have 200 - 300 miles of wiring. The old
method of sending wires into specific zones in a building, called zone cabling,
requires very expensive modular furniture in order to meet the multitude of
industry standards and regulations. In some applications, even modular furniture
may not meet industry guidelines. American Access products are specifically
designed to provide cabling solutions and meet industry standards.
Today, we all rely on staying in touch. More communication is done with
computers, telephones and fax machines. To accommodate the growing
telecommunications industry, more cables and wires must be run to carry voice,
data, television, and other low-voltage communications faster, cheaper, cleaner,
in longer runs, and using less space. At the same time, long term additions and
changes to a system must be considered. Old methods of wiring require that a new
line of cable be run from the user's desk, or workstation, back to the
telecommunications closet for each and every change. Our enclosure, the Zone
Cabling Termination Cabinet, eliminates the need for those new lines by placing
the telecommunications equipment close to the workstation and in an
inconspicuous location.
The industry leaders are now addressing the need for new cabling
methods and equipment. These companies, industry associations and individual
experts have joined together to create new and revolutionary standards.
Companies such as Lucent Technologies, Ortronics, AT&T, Krone, Belden, Siecor,
Hubbell, Leviton Telcom, Superior Modular Products and American Access
Technologies, Inc., have joined with various organizations that set industry
standards. Together they are developing and introducing innovations in
wire/cabling design and routing. This partnership is providing for efficient
transmission of telecommunication signals into the zone in which it is needed.
The method of zone cabling is called Open Office Architecture.
Open Office Architecture is endorsed under Telecommunications Systems
Bulletin 75, by the American National Standards Institute, the Telephone
Industry Association and the Electrical Industry Association. The purpose of
this design is to locate the bundled cables closer to the individual
workstations.
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Zone cabling is used in open office areas, hotels, convention centers,
entertainment and theme parks, hospitals, government buildings, schools,
industrial complexes, data centers, banks, and any other area where a flexible
cable layout is required to support a changing or growing network of
communicating information.
THE COMPANY'S PRODUCTS
The American Access product line capitalizes on the need for zone
cabling solutions. Our cabinets provide efficiency and flexibility, and are the
only fire-rated and Underwriter's Laboratories approved systems in the industry.
In 1996, the company consulted with many of the leading
telecommunications specialists and engineers and all were in agreement. No one
had developed a device that met all of the industry standards and could
effectively and efficiently be used to house and route telecommunications cables
and wiring. However, some sort of device was absolutely required to complete the
Open Office Architecture design. American Access Technologies, Inc. researched
and verified that no such enclosure existed. In fact, such research indicated
that no one was even developing such a zone device.
The company has designed an enclosure to house and distribute
telecommunications in equipment in buildings. This enclosure is called a Zone
Cabling Termination Cabinet. We currently hold a Utility Patent Pending for this
cabinet that may be installed in the ceiling, above the ceiling, on or in the
wall or in the floor structure. The ceiling unit fits into the suspended
ceiling, providing easy access to the brain of the telecommunications system.
Less cable is used. Installation is easier and quicker, causing fewer
disruptions and down time for office workers. The ZCTC floor unit provides the
same solution in a floor installation. The EthoCom and ComDeck systems provide
the same solution in modular furniture.
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Ceiling Mounted
Telecommunications
Closet
Floor Mounted
Telecommunications
Closet
Modular Furniture
Telecommunications
Closet
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Our cabinets allow people using telephones, computers, or fax machines
to be hooked to the outside world in a revolutionary way. As systems change and
grow, we offer a fast, efficient way to change with them. We provide the
enclosed diagrams to illustrate the uses for our product.
Diagram 1
---------
People communicate from work areas by computer, fax, and telephone.
Wiring that allows this communication is routed from outside the building
through the walls into a common area called a telecommunications closet.
Horizontal cables run from the closet to our zone cabling termination cabinet.
When the wires unite in our cabinet before being routed to your work area
through furniture or into outlets, our cabinet is used as a consolidation point.
And when your work area is moved, a new computer is added, or a phone system is
changed, our cabinets allow easy access to the wires that must also be moved or
changed. The more costly wiring, which is done from the closet to the cabinet,
remains untouched.
Zone Cabling Termination Cabinet
Consolidation Point
(Technical Standards Board 75)
<TABLE>
<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------
TELECOMMUNICATIONS CABINET USED AS A WORK AREA
CLOSET CONSOLIDATION
POINT
HORIZONTAL
DISTRIBUTION CABLES
ROUTED THROUGH
FURNITURE
CROSS-CONNECT MULTI-PAIR INTER-
HORIZONTAL CONNECTION
DISTRIBUTION
CABLES WORK AREA
EQUIPMENT CABLES
CONNECTING
HARDWARE
HORIZONTAL 15 WORK AREA
CROSS-CONNECT M TELECOMMUNICATIONS
MIN OUTLETS
- --------------------------------------------------------------------------------
Diagram 2
---------
Every telecommunications system has a backbone of cables that runs
through the walls to the telecommunications closet into the cross-connect which,
like a stop light, directs the cable traffic to the work area. When our zone
cabling cabinet is used as a cross connect, cables are directed or patched
through to each computer, phone or fax location at a work station. These patch
cords are easily changed from the cabinet when, for example, you are working at
your computer one day, and the next day you're working at another computer but
need the file you saved the day before. Simply switch the patch cord in the
cabinet from one computer to the other one. This efficient method saves time and
money that would be spent rewiring from the closet to the new or added
equipment.
Zone Cabling Termination Cabinet
Cross-Connect
TELECOMMUNICATIONS CABINET USED WORK AREA
CLOSET CROSS-CONNECT
MULTI-PAIR WORK AREA
HORIZONTAL EQUIPMENT CABLES
DISTRIBUTION ROUTED THROUGH
CABLES FURNITURE
HUB EQUIPMENT HORIZONTAL CROSS CONNECTIONS
WIRED FOR "PLUG & PLAY"
- --------------------------------------------------------------------------------
Diagram 3
---------
When our cabling cabinet functions as a multi-user telecommunications
outlet, the cords that patch the wiring from the cabinet to the work area are
longer, with a plug at each end. Visualize the cord that plugs into your home
telephone on one end, and into the wall jack on the other end. When many users
are clustered into a zone of a building, and a lot of telecommunications
equipment will be added or moved in that zone, these long patch cords are simply
plugged in, or unplugged and rerouted where needed between the cabinet and the
work station. Just like moving your home phone from one room to another room,
miles of costly wires won't need to be run for each change. Our cabinets save
money and time.
Zone Cabling Termination Cabinet
Multi-User Outlet
CABINET USED AS A
TELECOMMUNICATIONS MULTI-USER AS A WORK AREA
CLOSET TELECOMMUNICATIONS
OUTLET/CONNECTOR
MULTI-PAIR WORK AREA
HORIZONTAL EQUIPMENT CABLES
DISTRIBUTION ROUTED THROUGH
CABLES FURNITURE
HORIZONTAL TELECOMMUNICATIONS
CROSS-CONNECT OUTLET/CONNECTOR
- --------------------------------------------------------------------------------
</TABLE>
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The company believes its products are the only enclosures manufactured that can
function to efficiently house telecommunications cables, distribute wiring to
workstations, and store unused cabling until it is needed, while complying with
all industry and government guidelines, standards and regulations. The cabinets
can be used for any and all low voltage wiring systems including but not limited
to voice, data, video, building controls, security, and fire/life/safety wiring
systems. The cabinet was designed to accommodate all manufacturers' equipment
including various panels as well as fiber optic cables.
Product Application
The cabinet will reduce the amount of wire running from the workstation
to the telecommunications closet. The wiring will now run from the workstation
to our cabinet, which is readily accessible through the ceiling grid system. The
cabinet is designed to accommodate all of the newly developed Open Office
Architecture wiring equipment and distribution connections. This enclosure is
mounted in a standard 2ft. x 4 ft. ceiling grid system but is physically
attached to the building structure to support the weight of the equipment
installed within the enclosure. The equipment is reached through a door that
opens from below the ceiling for easy maintenance, installations and changes.
Specially trained, highly-paid technicians will no longer be required to make
those changes when systems grow or are reconfigured. The new equipment just
plugs in, creating less down time and less loss of productivity. It can be
easily re-routed and reused. The initial installation of the cabinet is
approximately the same as the old method of distribution cabling. However, we
believe that the short term and long term cost savings are very significant.
Costs will be reduced by:
o Less cable resulting in reduced material cost.
o Cable can be re-routed for re-use.
o Labor costs are reduced with shorter cable runs when systems are changed.
The Zone Cable Termination Cabinet makes better use of the
telecommunications closets and provides the building owners more usable space.
It significantly reduces the physical mass of cables to be run throughout the
building.
Product Standards
The standards, regulations and various industry association
guidelines are very specific. The company believes its Zone Cabling Termination
Cabinet is the only product that meets the standards and requirements of the
telecommunications industry, including the Building Industrial Consulting
Services International (BICSI), National Electric Code regulations NEC 300-22 B
& C, American National Standards Institute/Telephone Industry
Association/Electrical Industry Association publication 568 A, as well as the
Zone Cabling guidelines as specified in the newly released Telecommunications
Systems Bulletin - TSB 75.. This product is the only product that has been
tested by Underwriter's Laboratories for this application. Therefore,
Underwriter's Laboratories has assigned this product to a new category listing.
This listing is identified as UL 1863 (Telecommunications Cabinets) under 31RF,
and is further identified as a Type 12 rated enclosure for Plenum type
installations. The cabinet is also listed as UL2043 and is currently the only
enclosure manufactured to these standards.
Future Product Development
As the company identified the specific product needs of the
telecommunications industry, products were developed to meet these needs. The
products assist equipment manufacturers in marketing their own products.
The company's first design was a low-voltage Zone Cabling Termination
Cabinet which mounts within the ceiling grid system. The company developed
accessory equipment to permit cable penetrations and maintain fire-rating.
The second phase was to develop a cabinet that serves as a termination,
distribution or consolidation point within a raised floor data center. This unit
has been developed with a prototype. It is estimated that this unit will be in
production within the next six months.
The third phase includes a high-voltage termination cabinet that mounts
into the ceiling grid system to house active electronics, including computer
hubs, routers and switches. This unit will accommodate fiber optics as well as
conventional copper wiring. We anticipate that this unit will be U.L. listed and
into production within the next six months.
There can be no assurance that any new products will be successfully
developed or marketed.
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Intellectual Property
The company has filed with the United States Department of Commerce,
Patent and Trademark Office application for patent, pending No. 08785006, for
Zone Cabling Termination Cabinet and Communications Cable Interconnection
Apparatus and Associated Method for an Open Office Architecture. The utility
patent application contains approximately 67 various claims associated with zone
cabling techniques. On April 26, 1998, the Patent and Trademark Office approved
the patent for the cabling termination cabinet. On June 5, 1998 the company was
informed that the patent was approved for a communication cable interconnection
apparatus and associated method for Open Office Architecture.
American Access has made a formal filing under the Patent Cooperation
Treaty, Paris, France. There can be no assurance that any patents will be
granted on the company's products or, if granted, that they will provide
meaningful protection against competing products that may be introduced.
Manufacturing
The company has developed all of its products utilizing computer
assisted design drawings (CADD). Master copies of its products are safeguarded
at the home office and certain copies are available to outsource firms. On
November 12, 1998, the company acquired all the outstanding common stock of
Omega Metals, Inc.(Omega), in exchange for 226,470 shares of the company's
common stock. Omega has been a manufacturer of various products used in the
telecommunications industry.
Omega is a precision sheet metal fabrication and assembly company
located in Northeast Florida midway between Jacksonville and Gainesville. The
company was established in 1981, serving a diverse client base of over 300,
including engineering, technology and electronic companies, mostly in the
Southeastern markets. Clients include Carlisle Industries, CSX Railroad and the
U.S. military.
Omega Metals, Inc. operates from its 30,000 sq. ft. manufacturing
facility situated on 3 acres of land that it owns. The manufacturing process is
run by a state-of-the-art computer control system. Manufacturing services
include precision stamping, bending, assembling, painting and silk screening.
Quality control at Omega Metals is based on the Department of Defense military
standard MIL-1-45208A. Inspection equipment is strictly maintained to assure
consistent quality.
Diversified facilities and equipment allow Omega Metals, Inc. to handle
a broad range of customer requirements. Strict attention to quality assures our
customers of consistent production and conformity to their specific
requirements.
Omega's manufacturing capacity is approximately five (5,000) thousand
units per month. It has additional property for expansion as the need arises.
The manufacturing capability is not limited to only precision metal fabrication.
On site state of the art high-tech surface coatings such as iridizing, powder
coating, silk screening and specialized production painting are also available.
By acquiring Omega with its 50 employees, American Access adds the
valuable management skills of Erik Wiisanen and John Presley. Omega will
continue to operate as a wholly owned subsidiary with sales and manufacturing
intact. The company has an agreement to acquire 6 acres adjacent to Omega's site
and plans a first quarter plant expansion of 30,000 sq. ft to supplement
assembly capabilities. The capital cost to complete this expansion will be
funded from cash flows and working capital.
SALES AND MARKETING
By providing patented and innovative solutions to telecommunications
cabling in conjunction with zone cabling, American Access creates a new market
in the industry. The company's Sales and Marketing goal is to establish itself
through education and alliances as the industry leader in this potentially huge
marketplace.
The primary focus of marketing efforts is to partner with
major equipment manufacturers and telecommunications distributors since the
company's products are designed to enhance the sales of the manufacturer and
distributor. Since the company's products enable the placement of
telecommunications equipment into zones, while complying with all of the
industry guidelines and building regulations, these companies can use the
enclosure to sell more of their products. By partnering with American Access,
each manufacturer and/or distributor has opportunity to gain a larger share of
their respective markets. The company is providing various support programs and
materials that enhances its partners marketing plan.
American Access has developed several brochures to assist in marketing.
These pieces range from one page to an eight page full color product and
application brochure. We have also developed a World Wide Web site. Our printed
materials and Web site currently serves as our primary marketing tools. All of
these marketing/media materials provide company information, product
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information, engineering specifications, drawings, application for use,
installation instruction, and features and benefits tailored to each individual
market need. Additionally the World Wide Web site provides marketing support
materials that can be downloaded and printed at individual locations throughout
the world. Questions and answers can be transmitted via e-mail feedback
capability, query analysis for tracking of inquiries, lead generation for the
distributors, distribution of marketing materials to end-users not normally
addressed by the individual distributors.
We are currently seeking a national sales manager to oversee the
manufacturer's representative firms we have in place around the country.
Regional managers will be added as our sales grow. Full training is provided to
our representatives, who work on commission and sell other products compatible
to ours.
The largest and most recognized telecommunications training and
certification organization (BICSI) is currently using the ZCTC line of products
as an integral part of its Zone Cabling Training and Certification course.
The company is participating with its business partners in trade shows
as a component in their individual booths and hospitality suites. However, the
company will individually participate in three or four trade shows per year. Two
of the shows are focused around standards, training and certifications. The
remaining two shows are industry product shows. The company attended SUPERCOMM
97 that was held in New Orleans in June 1997. We believe that some of our
partner relationships have resulted from our show presence.
The end users of our products contract with specialized, BICSI
Certified Registered Communications Distribution Designers (RCDD), qualified
engineers and contracting firms. These specialists design, specify, purchase and
install cabling of all types, switches and all other telecommunications
equipment as required by the end user. All product purchases are made through
authorized distributors with the exception of certain companies who can purchase
extremely large quantities as a private label type product.
We believe the market potential is enormous for new installation and
for refurbishing existing Zone Cabling Termination Cabinets.
Distribution and Sales
American Access Technologies has entered into a national distribution
contract with Anixter International, Inc. (NYSE: AXE), which had 1996 revenues
of $2.5 billion.
Anixter is a leading value-added provider of integrated cabling and
networking solutions that support business information and network
infrastructure requirements. Anixter teams with customers to implement these
solutions by combining a variety of customized pre- and post-sale services,
products from the world's leading manufacturers, and superior logistics
management through a global network of 37 countries with 205 domestic operating
locations.
American Access Technologies has negotiated distribution agreements
with the following Regional distributors:
*CED-American Electric, Inc. (Data Voice) - Founded over 100 years ago
as a private company and has grown to over 400 locations spread over 48 states
and Canada. CED gross revenues in 1996 exceed $500 million and more than 3,500
people were employed in its service area. More than 25,000 inventory items are
stocked.
*State Electric Supply - Founded in 1954 as a private company in
Dunbar, West Virginia, State Electric has grown to over 22 locations spread over
seven states. State Electric's gross revenues in 1996 were more than $125
million, with over 500 people employed in the service area.
* Core Data Comm, - A Regional Distributor specializing in
telecommunications.
American Access Technologies, Inc., is currently negotiating with
several national distributors. There can be no assurance of any additional
distribution agreements.
COMPETITION
The market for telecommunications products is highly competitive and
subject to rapid technological change, regulatory developments and emerging
industry standards. The company believes that the principal competitive factors
in its markets are conformance to standards, reliability, safety, product
features, price, performance and quality of customer support. There can be no
assurance that the company will compete successfully in the future with respect
to these or other factors.
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REGULATION OF THE COMPANY'S BUSINESS
Markets for the company's products are characterized by the need to
meet governmental and industry standards. In the U.S., the company's products
must comply with various regulations established by the Federal Communications
Commission and Underwriters Laboratories, as well as standards established by
Bell Communications research and local building codes. The ZCTC has been
approved by Underwriters Laboratories for low voltage communications and meets
or exceeds the national electrical code requirements when used with appropriate
fire foam kits in association with cable access penetration models
The company maintains membership in trade organizations such as the
Telecommunications Industry Association, International Association of Electrical
Inspectors and Building Industrial Consulting Services International.
RISK FACTORS
This report may be deemed to contain forward-looking statements within
the meaning of the Reform Act. Forward-looking statements in this report or
hereafter included in other publicly available documents filed with the
Commission, reports to the company's stockholders and other publicly available
statements issued or released by the company, involve known and unknown risks,
uncertainties and other factors which could cause actual results, performance
(financial or operating) or achievements to differ from the future results,
performance (financial or operating) or achievements expressed or implied by
such forward-looking statements. Such future results are based upon management's
best estimates based upon current conditions and the most recent results of
operations. These risks include, but are not limited to, risks set forth here,
each of which could adversely affect the company's business and the accuracy of
the forward-looking statements contained in this report.
FINANCIAL RISK
Reliance on Affiliates As Source of Business
Alliances with telecommunications companies such as Lucent
Technologies, Ortronics, Amp, Belden, Krone, Bay Networks, and 3 Com, have
enhanced American Access' position in the industry. Pending agreements with
Herman Miller will strengthen the company's position as an innovative leader.
However, there are no guarantees these affiliations will be permanent. Alliances
may switch over to future competition or terminate for other reasons, which may
adversely affect the company.
Reliance on Distributors
The company relies upon three distributors for a large portion of gross
revenues. If one or more of these three customers were to cease doing business
with the company, it could have a material adverse effect on the company's
business. The company's largest customer, Anixter, has committed to a one-year
contract, which began on October 1, 1997. Management believes that the contract
will be honored for the full term and ultimately renewed. However, no assurance
can be given to this effect.
GENERAL BUSINESS OPERATIONS RISKS
Short Operating History
We were incorporated in October 1996 and have a limited operating
history from which to evaluate our business prospects. Our operating history in
the future will be subject to all of the risks and uncertainties inherent in the
development and maturation of a business. We have only owned Omega Metals since
November 1998.
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Our Products may not be commercially successful
To date, we have only sold limited amounts of our products in the
commercial marketplace. We will have to sell our products in greater numbers in
order to be successful. However, we may not be able to generate sales of our
products in increasing numbers due to several reasons, including the possibility
that potential customers will not see the advantage of using our products over
the traditional way of cabling telecommunications products.
Our markets are highly competitive
The telecommunications industry is highly competitive, with several key
players. It is also subject to rapid change and sensitive to new product
introductions or enhancements and marketing efforts by industry participants.
Competitors may be developing technologies or products which may be similar or
superior to our. These competitors may have a better ability to market their
products.
To effectively compete, we need to continue to grow our business and to
generate greater revenues. This will allow us the resources to develop new
products in response to new technology and to meet customer demands in a broad
distribution channel. We cannot assure that we will be able to grow sufficiently
to compete effectively in this marketplace.
Operating losses
Our expenses are currently greater than our revenues. Our ability to
operate profitably depends on increasing our sales and achieving sufficient
gross profit margins. We cannot assure that American Access will operate
profitably. Omega Metals has operated profitably.
Modified Accountant's Report
Our independent certified public accountants have modified their report
on our financial statements to reflect doubt as to our ability to continue as a
going concern. See "Financial Statements."
Dependence on Key Management
We have only a few key officers and directors. If any of them should
leave our company, our business and prospects could be adversely affected.
Competitors May Copy our Products
Although we have received patents in the United States on aspects of
our products, this may not prevent competitors from developing products
substantially equivalent to ours. Patent litigation entails high costs and can
take a long time. Therefore, our patent position may not prevent competition.
RISKS ASSOCIATED WITH YEAR 2000 PROBLEM
Computer and software systems used by many companies may need to be
upgraded to accept four-digit entries for dates beginning in the year 2000. If
computers can not distinguish between centuries, business operations worldwide
may be adversely affected by system failures. The company has been reviewing its
own internal computer and related information and operational systems to assure
Year 2000 compliance. Based on current information, the company believes its
internal systems will not be adversely affected by compliance. However, the
company's business, financial condition, and operational results could be
adversely affected through disruption in the operation of the businesses with
which the company interacts.
SECURITIES RISKS
Market Price could Fall
If our stockholders sell substantial amounts of our common stock
(including shares issued upon the exercise of outstanding warrants and the
conversion of our convertible preferred stock into common stock) in the public
market, the market price of our common stock could fall.
Future Issuance of Preferred Stock.
Our Certificate of Incorporation authorizes the Board of Directors to
periodically issue preferred stock, without stockholder approval. Issuing
preferred stock could be used as a method of discouraging, delaying or
preventing a change in control of the company without further action by
shareholders. The issuance of preferred stock with voting and conversion rights
may adversely affect the voting power of the holders of common stock, including
the loss of voting control.
12
<PAGE>
Conversion of Preferred Stock
In October and November, 1998, we issued 50,000 shares of Series A 10%
Senior Convertible Preferred Stock with gross proceeds of $5,000,000. There are
60,000 shares authorized at a par value of $.001.
Each share is convertible into common stock. The number of shares of
common stock that may be issued upon conversion of the Convertible Preferred
Stock depends upon the market price of our common stock at the time of
conversion. The lower the market price of the company's common stock at the time
a preferred stockholder converts, the more common stock he gets. Conversion and
resale of such additional common stock may reduce the prevailing market price of
our common stock. Additional conversions of preferred stock could result in even
greater shares of common stock being issued, which could further depress the
market price of our common stock.
Short Sales Could be Encouraged
If more shares of our common stock will be issued the lower the market
price on it drops, than short sales could be encouraged by the holders of the
convertible preferred stock or others, which would result in further downward
pressure on the market price of our common stock.
Substantial Dilution Due to Increase in Common Shares Outstanding
If lower price of the common stock results in substantial issue of
additional shares as a result of conversion of preferred stock into common
stock, the interest of holders of common stock would be subject to substantial
dilution.
Potential Lack of Liquidity
Our common stock trades on the OTC Electronic Bulletin Board. Stocks
trading on the OTC Electronic Bulletin Board generally attract a smaller number
of market makes and a less active public market and may be subject to
significant volatility. It is more difficult to sell stock on the OTC Electronic
Bulletin Board.
ITEM 2. DESCRIPTION OF PROPERTIES
The company maintains offices at 238 N. Westmonte Drive, Suite 210,
Altamonte Springs, FL 32714. The 3,000 square feet of office space is leased for
3 years, expiring December 31, 1999, at a rent of $3,133 per month.. Management
of the company believes that the terms of its lease are at least as good as may
be obtained from an unaffiliated third party.
Omega Metals operates from its 30,000 sq. ft. manufacturing facility
situated on 3 acres of land that it owns in Northeast Florida, midway between
Jacksonville and Gainesville. The company has an agreement to acquire 6 acres
adjacent to its property, and plans a first quarter plant expansion of 30,000
sq. ft. to supplement assembly capabilities. The capital cost to complete this
expansion will be funded from cash flows and working capital.
ITEM 3. LEGAL PROCEEDINGS
American Access is the defendant in a suit filed by Steve R. Jones in
January, 1998, in the 18th Judicial Circuit Court of Florida. Mr. Jones was the
company's president from April 1997 to August 1997. He seeks rescission of a
consulting agreement he signed with the company in August 1997. Mr. Jones seeks
damages for failure of the company to make consulting payments of $7,500 per
quarter. The company believes it was justified in not paying Mr. Jones'
consulting fees because he did not perform the service.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
During the year ended December 31, 1998, the Company's stockholders did
not adopt any resolutions at a meeting or by written consent.
13
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Common Stock
The company's common stock is listed for trading on the
Over-The-Counter Bulletin Board ("OTC:BB") maintained by the National
Association of Securities Dealers under the symbol "AATK." The Company's Common
Stock has a very limited trading history and has only been quoted on the OTC:BB
since August 15, 1997.
The following table sets forth quotations for the high and low bid
prices for the company's common stock for the periods indicated below:
High Low High Low
Year Ending Year Ending
December 31, 1997 December 31, 1998
----------------- -----------------
1st Quarter Not Traded $12.25 $11.00
2nd Quarter Not Traded $ 18.50 $12.25
3rd Quarter $ 7.625 $2.50 $21.50 $19.00
4th Quarter $12.00 $ 7.20 $20.50 $17.75
The above represents inter-dealer quotations which do not include
retail mark-ups, markdowns, or commissions, and do not necessarily represent
actual transactions. Approximately 622 investors held the company's common stock
as of February 4, 1999. No dividend has been declared or paid by the company
since inception. The company does not anticipate that any dividends will be
declared or paid in the future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
American Access was formed in October 1996 to acquire the assets of Vic
Murray and Associates, Inc. American Assets purchased VMA to obtain the pending
patent for the Zone Cabling Termination Cabinet, which the company has since
developed and marketed.
Shortly after the acquisition of VMA, American Access decided to
discontinue the operations and business activities of VMA, which was a
manufacturer's representative of various products. Today, we develop, design,
and manufacture products for the telecommunications industry. Our cabling
cabinets store and efficiently distribute the wiring for computer, telephone,
and television systems installed in office buildings, hospitals, schools,
conventions centers, and any building that needs an efficient system to route
information.
In November 1998, American Access acquired Omega Metals, Inc., a
precision sheet metal fabrication operation, which has and will continue to
provide product prototyping, manufacturing, assembling and packaging operations
to the company. Omega operates as a wholly owned subsidiary with sales and
manufacturing intact. The company for $80,000 has acquired six acres adjacent to
Omega's north Florida site for a plant expansion of 30,000 sq. ft. The capital
cost, which is estimated to be $450,000 to complete this expansion, will be
funded from cash flows and working capital.
In October and November 1998, American Access issued 50,000 shares of
Series A 10% senior convertible preferred stock with gross proceeds of
$5,000,000.
The following discussion and analysis should be read in conjunction
with a discussion about risk factors and the consolidated financial statements
of the company, included elsewhere in this report.
RESULTS OF OPERATIONS
Revenues
Revenues for the year ended December 31, 1998 increased by $579,693 to
$4,936,204 as compared to $4,356,511 for the year ended December 31, 1997. The
major increase was a result of additional sales of zone cable termination
cabinets of $360,464.
14
<PAGE>
Costs and Expenses
Direct costs for the year ended December 31, 1998 represented 45.7% of
revenues. For the year ended December 31, 1997 these costs represented 51.3% of
revenues.
Compensation and related benefits expenses for the year ended December
31, 1998 amounted to $1,415,473, which was an increase of $546,958 from the
December 31, 1997 totals of $868,515. The former owner of Omega Metals, Inc.,
was paid a year-end bonus for 1998 which was $452,397 greater than the 1997
bonus. This bonus was paid prior to the sale to American Access and represents
the major portion of increased costs between 1998 and 1997.
Selling, general and administrative expenses for the year ended
December 31, 1998 amounted to $1,661,479. This was an increase of $324,558 over
the December 31, 1997 amount of $1,336,921. Marketing, promotion and sales cost
increases were approximately 50% of this increase and they were the result of
the company's continuing effort to develop and market its products. Professional
fees paid increased over $100,000 from 1997 to 1998. This was a result of
registration filings and audits required for those filings.
LIQUIDITY AND CAPITAL RESOURCES
Net cash [used] by operating activities was [$391,889] and [$267,214]
for the years ended December 31, 1998 and 1997 respectively. Net cash [used] by
operating activities during the year ended December 31, 1998 primarily consisted
of net losses, increases in accounts receivables, offset by depreciation and
amortization, gains on sales of investments and equipment, decrease in income
refund receivable and decrease in inventories. Net cash [used] by operating
activities during the year ended December 31, 1997 primarily consisted of net
losses, increase in income fund receivable and inventories, decrease in income
tax payable, offset by depreciation and amortization, common stock issued,
deferred income taxes and increase in accounts payable.
Net cash [used] by investing activities was [$3,285,999] and [$46,964]
for the years ended December 31, 1998 and 1997 respectively. In the year ended
December 31, 1998, the company used $85,635 to purchase equipment, $4,281,803
for the acquisition of investments and $500,000 in notes receivable. In the year
ended December 31, 1997, the company used $37,464 to purchase equipment.
Net cash provided by financing activities was $3,677,531 and $565,614
for the years ended December 31, 1998 and 1997 respectively. In the year ended
December 31, 1998, the company received proceeds of $480,000 from the sale of
common stock, $4,262,180 from the sale of preferred stock, $296,002 from the
line of credit. The company utilized $100,000 to reduce notes payable,
$1,256,625 in payments on capital lease obligations, which eliminated high
interest rates up to 14%, and the remaining amounts were used to finance the
company's business operations and investing activities. In 1997, the company
received proceeds from the sale of common stock in the amount of $847,977. The
company utilized $276,772 in payments on capital lease obligations and the
remaining amounts were used to finance the business operations and investing
activities.
The company's operating and capital requirements in connection with its
operations have been and will continue to be significant. Based on its current
plans, the company anticipates that revenues earned from product sales will be
the primary source of funds for operating activities. The company believes that
revenues in addition to existing cash and cash equivalents remaining from
proceeds of its private offering, will be sufficient to meet its capital and
liquidity needs for the next 12 months. The company also believes that cash
required to fulfill purchase orders will be available through bank borrowing or
factoring, if required. The company's primary customers are substantial
corporations with credit ratings that will support such credit arrangements.
Management's plans include the following:
o The company has arranged for marketing in association with
manufacturers and distributors of telecommunications equipment, which
will enable the company to obtain orders for its products with a
minimal expenditure of the company's resources. The company is
presently organizing a manufacturer's rep program to assist in the
distribution of its equipment.
o The company purchased Omega Metals on November 11, 1998. The main
reason for this acquisition was to reserve capacity for the manufacture
of American Access products. The combined operation provides a greater
diversification of facilities and equipment. Plans are under way for
expansion of this facility.
16
<PAGE>
o The company believes that it can acquire working capital through sale
of additional securities, including exercise of outstanding warrants,
or borrowings, including bank borrowing, in view of the nature of its
customer base. Between October 1, 1998 and December 10, 1998 the
company has had a private placement of its Series A 10% Senior
Convertible Preferred Stock in process. Of the 60,000 shares authorized
at a par value of $.001, 50,000 shares have been sold for gross
proceeds of $5,000.000. Nevertheless, the company continues to be
subject to a number of risk factors, including the uncertainty of
market acceptance for its product line, the need for additional funds,
competition, technological obsolescence and the difficulties faced by
start-up companies in general.
ITEM 7: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
Part III
ITEM 8: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
The directors, executive officers, and key employees of the Company are as
follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C>
Victor E. Murray 73 President
Richard A. Murray 43 Vice President, Director
Bobby E. Story 57 Sec/Treasurer, Director
John W. Cooney 62 Director
Victor D. Phillips 55 Director
John Presley 59 Director, President Omega Metals, Inc.
Erik Wiisanen 52 Sec/Treasurer, V.P.Marketing, Omega Metals, Inc.
</TABLE>
VICTOR E. MURRAY, president and director, has a 30-year track record of
success in the Electrical Engineering field with experience in distribution,
manufacturing and marketing. He has worked with companies such as Florida
Electrical Supply, Graybar Electric, James & Associates and Ralston, Lowe, Inc.
The clients he has served range from engineers and contractors to power
companies and municipalities. Employment history for the past five years is:
October 1996 to February 1997 and August 1997 to Present: President -
American Access Technologies, Inc.
January 1, 1995 to October 1996: President - Vic Murray & Associates,
Inc.
April 1977 to December 31, 1994: Vic Murray & Associates, Inc.
Manufacturer's Representative
RICHARD A. MURRAY, vice president-sales and director, has over 15 years
experience in the electrical field specializing in such area as Ozone
Generation, electrical switching and telecommunications. He has over 2 years
high level military training in sensitive electrical technologies. Mr. Murray
was vice president of sales for COOL WAY. Employment history for the past five
years is:
October 1996 to Present: Vice President - American Access Technologies,
Inc.
January 1, 1995 to October 1996: Vice President - Vic Murray &
Associates, Inc.
April 1977 to December 31, 1994: Vic Murray - associates - associate,
manufacturer's representative specializing in the telecommunications
supplies, wiring, and equipment.
BOBBY E. STORY, secretary/treasurer, CFO and director, has been a
former practicing CPA and real estate developer during the past 30 years. He
worked for Arthur Young & Company CPA (now Ernst & Young, LLP), Treasurer for
Condev Corporation an international developer located in Winter Park, Florida,
and directed the real estate operations in Florida for Drexel Burnham Lambert &
Company. He functions as the Chief Financial Officer for the corporation.
Employment history for the past five years is:
October 1996 to Present: Sec/Treasury, CFO - American Access
Technologies, Inc.
August 1996 to October 1996: Financial Advisor - Self employed.
16
<PAGE>
March 1996 to August 1996: George S. May Co. Project Manager
April 1987 to March 1996: NACEX, Inc. Controller, Vice President
Finance
JOHN W. COONEY, Director, is a certified public accountant. He was
Senior Tax Partner at Coopers & Lybrand until he retired in 1986. He has
practiced as a tax and financial consultant since then. Employment history for
the past five years is:
January 1987 to Present: Operates J. W. Cooney, CPA as a sole
proprietorship.
VICTOR D. PHILLIPS, Director, is a member of the Company's Active
Advisory and Consulting Board. He has been in the telecommunications industry
for over 30 years, certified as a Registered Communications Distribution
Designer, teaches as a certified BICSI instructor, past National President of
BICSI and is currently President of Information Transport Systems Designers
International which provides consulting, design, inspection and project
management services. Mr. Phillips is a member of the International Association
of Electrical Inspectors and is a communications inspector and member of the
Florence County Board of Appeals in Florence, South Carolina. Employment history
for the past five years is:
August 1991 to Present: President of Information Transport Systems
Designers.
JOHN PRESLEY, Director of the company since November 1998, and
President of Omega Metals, Inc. is a graduate registered professional Engineer.
He graduated from the University of Florida in January of 1961 with a BSME _and
attended a number of Colleges for graduate work. He worked in many industries as
an engineer and Manager before founding Omega metals in 1981.
ERIK WIISANEN, Vice-President-Marketing of Omega.
Mr. Wiisanen graduated from Cornell University in 1965. He worked in
Banking until 1970 and was a representative for shipping interests until helping
found Omega Metals in 1981. He has been in charge of sales since 1981.
ITEM 9: EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid to the
Company's chief executive officer for the last three completed fiscal years. No
executive officer of the Company received compensation of $100,000 or more
during any such year.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Name and Position Year Total Income Other Annual Bonus Other Annual
Compensation
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Victor E. Murray 1995* $51,576 none -0-
- --------------------------------------------------------------------------------------------------
President 1996* $25,501 none -0-
- --------------------------------------------------------------------------------------------------
1997 $60,000 none -0-
- --------------------------------------------------------------------------------------------------
1998 $60,000 $30,000** -0-
- --------------------------------------------------------------------------------------------------
</TABLE>
*Paid by Vic Murray and Associates, Inc.
**Paid in 1999
The following table provides information with respect to exercise of $8
warrants during the year ended December 31, 1998 by Victor E. Murray, president.
Stock price is on December 31, 1998. Assume no selling expense.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Number of Warrants Stock Price Warrants Exercised Net to Seller Warrant Value
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
70,000 $20.25 $8.00 $12.25 $857,500
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE>
DIRECTOR COMPENSATION
No director fees are paid for director services. All travel and lodging
expenses associated with directors' meeting(s) are reimbursed by the company.
EMPLOYMENT AGREEMENTS
On November 11, 1998 two officers of Omega Metals, Inc. have entered into
employment agreements with Omega Metals, Inc. The individuals and their titles
are as follows:
John Presley President, Omega
Erik Wiisanen Secretary/Treasurer, V.P. Marketing, Omega
Each officer is authorized a salary of $125,000 per year plus a
profit participation of 10% of Omega's net profits in excess of $1,200,000 per
year. The term of the agreements is for two years, ending November 14, 2000. It
may be terminated by action of the Board of Directors for cause on thirty days
prior notice.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely on its review of Forms 3, 4 and 5 received by the company,
or written representations from certain reporting persons that no Forms 5 were
required for such persons, the company believes that, during the fiscal year
ended December 31, 1998, all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to officers, directors and 10%
shareholders were satisfied.
ITEM 10: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 4, 1999, the beneficial ownership
of the Company's Common Stock by (i) the only persons who own of record or are
known to own, beneficially, more than 5% of the Company's Common Stock; (ii)
each director and executive officer of the Company; and (iii) all directors and
officers as a group.
<TABLE>
<CAPTION>
Name of Shareholder Number of Shares Percent of Outstanding Common Stock (1)
- ------------------- ---------------- ---------------------------------------
<S> <C> <C>
Victor E.Murray 400,000 12.28%
Richard A. Murray 400,000 12.28%
Bobby E. Story 390.000 11.98%
John Presley 113,235 3.47%
John W. Cooney 50,000 1.68%
Victor D. Phillips 4,500 .14%
Bridge Bank, Ltd. 437,000 13.42%
Officers and Directors as a group (6 persons) 1,487,453 41.69%
</TABLE>
(1) Based upon 3,265,470 shares outstanding
Does not include warrants to purchase Common Stock at $8.00 per share
as follows: Victor E. Murray - 70,000 shares; Richard A. Murray - 70,000 shares;
Steven K. Robinson - 70,000 shares; Bobby E. Story - 70,000 shares.
ITEM 11: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Victor E. Murray, President, is the father of Richard A. Murray, Vice
President of the Company. They co-invented the primary product of the Company,
the Zone Cabling Termination Cabinet and subsequently assigned all rights to the
patent to the Company.
PART 1V
ITEM 12: EXHIBITS AND REPORTS ON FORM 8-K
a.) FINANCIAL STATEMENTS
b.) REPORTS ON FORM 8-K
18
<PAGE>
No report on Form 8-K has been filed during fiscal year ending December
31, 1998.
c.) OTHER EXHIBITS:
11.1 Computation of net loss per common share
23.2 Consent of Rachlin Cohen & Holtz, dated
27.0 Financial Data Schedule
19
<PAGE>
a.) FINANCIAL STATEMENTS
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
TABLE OF CONTENTS
-----------------
PAGE
----
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-1
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet F-2
Statements of Operations F-3
Statements of Stockholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6--F-19
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors and Stockholders
American Access Technologies, Inc.
We have audited the accompanying consolidated balance sheet of American Access
Technologies, Inc. and Subsidiary as of December 31, 1998, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 31, 1998 and 1997. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of American Access
Technologies, Inc. and Subsidiary as of December 31, 1998, and the results of
their operations and their cash flows for the years ended December 31, 1998 and
1997, in conformity with generally accepted accounting principles.
As more fully discussed in Notes 15 and 18 of notes to consolidated financial
statements, (a) the Company is involved in certain pending litigation as to
which the amount of liability is not presently susceptible to reasonable
estimation; (b) the Company's major customer announced that it will cease
operations in February 1999 and, therefore, will not subsequently purchase
products from the Company; and (c) the Company's zone cabling product operations
have yet to generate a sufficient level of revenue in order to achieve
profitable operations.
RACHLIN COHEN & HOLTZ
Fort Lauderdale, Florida
January 29, 1999
F-1
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
Current Assets:
Cash and cash equivalents $ 637,776
Investments 2,825,177
Accounts receivable, net of allowance 806,960
for doubtful accounts of $28,000
Note receivable, related party 500,000
Inventories 297,440
Prepaid expenses and other current assets 60,466
-------------
Total current assets 5,127,819
Property, Plant and Equipment 1,313,630
Patent Costs 34,962
-------------
Total assets $6,476,411
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Line of credit 296,002 Accounts payable and accrued expenses:
Compensation due to officers/directors/stockholders 111,235
Other 355,390
-------------
Total current liabilities 762,627
-------------
Deferred Income Taxes 69,000
-------------
Commitments, Contingencies and Other Matters -
Stockholders' Equity:
Series A 10% Senior Convertible Preferred stock, $.001 par value; authorized
1,000,000 shares; issued and outstanding 50,000 shares at liquidation value 5,000,000
Common stock, $.001 par value; authorized 10,000,000
shares; issued and outstanding 3,256,470 shares 3,256
Additional paid-in capital 1,512,634
Deficit (871,106)
-------------
5,644,784
-------------
Total liabilities and stockholders' equity $6,476,411
=============
</TABLE>
See notes to consolidated financial statements.
F-2
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net Sales
Formed metal $ 4,344,118 $4,124,889
Zone cabling termination cabinet 592,086 231,622
------------ -----------
4,936,204 4,356,511
------------ -----------
Costs and Expenses:
Cost of sales 2,257,169 2,235,326
Compensation and related benefits 1,415,473 868,515
Selling, general and administrative 1,661,479 1,336,921
------------ -----------
5,334,121 4,440,762
------------ -----------
Loss before Other Income (Expense) (397,917) (84,251)
------------ -----------
Other Income (Expense):
Interest income 89,731 3,992
Interest expense (139,527) (103,774)
Other income 158,346 5,259
Lease termination costs (239,447) -
------------ -----------
(130,897) (94,523)
------------ -----------
Loss before Income Taxes (528,814) (178,774)
Income Taxes (Credit) (36,000) 78,000
------------ -----------
Net Loss $ (492,814) $ (256,774)
============ ===========
Net Loss Per Common Share $ (.43) $ (.08)
============ ===========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Capital
Series A in
Preferred Stock Common Stock Excess
Shares Amount Shares Amount of Par
------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
Balance, December 31, 1996 as previously reported - $ - 2,800,000 $ 2,800 $ 7,083
Adjustment for pooling of interests - - 226,470 226 59,774
--------- ----------- ---------- ------- --------
Balance, December 31, 1996 as restated - - 3,026,470 3,026 66,857
Year Ended December 31, 1997:
Issuance of common stock to director for consulting services - - 50,000 50 74,950
Sale of common stock in private placement, net of related costs - - 400,000 400 487,577
Exercise of placement agent warrants - - 120,000 120 359,880
Retirement of common stock issued to officers - - (400,000) (400) -
Net loss - - - - -
--------- ----------- ---------- ------- --------
Balance, December 31, 1997 - - 3,196,470 3,196 989,264
Year Ended December 31, 1998:
Sale of preferred stock in private placement, net of related costs 50,000 5,000,000 - - (737,820)
Exercise of warrants - - 60,000 60 479,940
Dividend related to beneficial conversion feature of preferred stock - - - - 781,250
Net loss - - - - -
--------- ----------- ---------- ------- -----------
Balance, December 31, 1998 50,000 $ 5,000,000 3,256,470 $ 3,256 $ 1,512,634
========= =========== ========== ======= ===========
(table continued)
Deficit Total
------- -----
Balance, December 31, 1996 as previously reported $ (66,248) $ (56,365)
Adjustment for pooling of interests 725,980 785,980
--------- ---------
Balance, December 31, 1996 as restated 659,732 729,615
Year Ended December 31, 1997:
Issuance of common stock to director for consulting services - 75,000
Sale of common stock in private placement, net of related costs - 487,977
Exercise of placement agent warrants - 360,000
Retirement of common stock issued to officers - (400)
Net loss (256,774) (256,774)
--------- ---------
Balance, December 31, 1997 402,958 1,395,418
Year Ended December 31, 1998:
Sale of preferred stock in private placement, net of related costs - 4,262,180
Exercise of warrants - 480,000
Dividend related to beneficial conversion feature of preferred stock (781,250) -
Net loss (492,814) (492,814)
----------- -----------
Balance, December 31, 1998 $ (871,106) $ 5,644,784
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $(492,814) $(256,774)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 256,159 228,089
Common stock issued for services - 75,000
Unrealized gain / loss on investments 29,058 -
Gain on sale of investment (22,505) -
Gain on sale of equipment (137,238) -
Provision for doubtful accounts 28,000 -
Deferred income taxes (36,000) 74,000
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable (270,624) (1,948)
Income tax refund receivable 137,899 (163,404)
Inventories 97,967 (94,125)
Prepaid expenses and other assets (18,229) 3,536
Increase (decrease) in:
Income tax payable - (185,708)
Accounts payable and accrued expenses 36,438 54,120
---------- ----------
Net cash used in operating activities (391,889) (267,214)
---------- ----------
Cash Flows from Investing Activities:
Acquisition of investments (4,281,803) -
Proceeds from sale of investments 1,450,073 -
(Increase) decrease in notes receivable (500,000) 5,000
Patent costs (13,634) (14,500)
Acquisition of property and equipment (85,635) (37,464)
Proceeds from sale of equipment 145,000 -
---------- ----------
Net cash used in investing activities (3,285,999) (46,964)
---------- ----------
Cash Flows from Financing Activities:
Proceeds from sale of preferred stock 4,262,180 -
Proceeds from sale of common stock and exercise of warrants 480,000 847,977
Payments on capital lease obligations (1,256,625) (276,772)
Repayment of note payable (100,000) (1,000)
Proceeds from issuance of common stock to founding stockholders - 2,300
Proceeds from line of credit 296,002 -
Payments on loans (4,026) (6,491)
Retirement of common shares to officers - (400)
---------- ----------
Net cash provided by financing activities 3,677,531 565,614
---------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents (357) 251,436
Cash and Cash Equivalents, Beginning 638,133 386,697
---------- ----------
Cash and Cash Equivalents, Ending $ 637,776 $638,133
========== ==========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for :
Interest $ 139,527 $102,432
---------- ----------
Income taxes $ 25,500 $ -
---------- ----------
Non-cash investing and financing activities:
Property, plant, and equipment acquired by means of capital leases $ - $770,981
========== ==========
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Capitalization
American Access Technologies, Inc. ("the Company") was incorporated
on October 21, 1996, under the laws of the State of Florida. The
Company's Certificate of Incorporation, as amended on November 25,
1996, authorizes the Company to issue and have outstanding at any
one time 10,000,000 shares of common stock, par value $.001 per
share and 1,000,000 shares of preferred stock, par value $.001 per
share. The Company was organized to acquire all of the voting
common stock of Vic Murray & Associates, Inc. ("VMA").
On October 21, 1996, the Company acquired all of the common stock
of VMA. Certain stockholders of the Company are related to the
stockholder of VMA. This transaction has been accounted for as a
reorganization of entities under common control, and, accordingly,
the acquisition has been accounted for in a manner similar to the
pooling of interests method. Retroactive effect has been given to
this acquisition in the accompanying consolidated financial
statements.
In October 1996 and December 1996, the Company issued an aggregate
of 1,400,000 shares of common stock to the founding stockholders of
the Company for the par value thereof. On February 11, 1997, the
Board of Directors declared a stock dividend in the amount of one
share for each share of common stock then outstanding, with each
stockholder to pay the Company the par value thereof. As a result
of this stock dividend, the previously issued and outstanding
1,400,000 shares of common stock became 2,800,000 shares of common
stock, with the total consideration of $2,800 (par value) having
been paid therefor. Retroactive effect has been given to this stock
split in the accompanying consolidated financial statements, and
all references to the number of shares of common stock gives effect
to the stock split effected on February 11, 1997.
On October 2, 1998, the previously amended Articles of
Incorporation were further amended to provide for the issuance of
60,000 shares of Series A 10% Senior Convertible Preferred Stock.
The amendment further provides, among other things, that the
holders of the Series A Preferred shall be entitled to voting
rights equal to the votes that would be cast by the holders of the
number of shares of common into which the Series A Preferred could
be converted immediately prior to the taking of such votes,
including any shares which would be issuable in payment of accrued
and unpaid dividends. In addition, so long as the Series A
Preferred are outstanding, the holders of at least a majority of
the shares of then outstanding Series A Preferred shall be entitled
to elect two directors, and five directors shall be elected by the
holders of Common and Series A Preferred, voting together as a
single class.
F-6
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Organization and Capitalization (Continued)
The Series A Preferred has a liquidating preference equal to the
greater of $100.00 per share plus an amount equal to all accrued
and unpaid dividends or an amount equal to the property to be
distributed to the holders of Common Stock. The holders of the
Series A Preferred shall be entitled to receive cumulative
dividends at a rate of 10% payable in cash or common shares. If
dividends are declared on the common shares, the Series A Preferred
holders shall be entitled to receive the dividend as if the Series
A Preferred were converted into common shares immediately prior to
the record date.
The holders of the Series A Preferred shall have the right, at
their option, to convert any and all Series A Preferred shares into
common shares at the lower of $17.00 per share or eighty percent of
market value at any time on or after the earlier of the four month
anniversary of the earliest issuance date or the first date upon
which the shelf registration statement registering the underlying
common stock is declared effective by the Securities and Exchange
Commission.
Business
American Access Technologies, Inc. ("AAT") develops specialized
products for the telecommunications industry. The Company recently
introduced its first proprietary product, a Zone Cabling
Termination Cabinet (the "Product") which is manufactured and
distributed to the telecommunications industry. The Product is a
device that is used in voice, computer and data transmission
systems throughout the world.
Omega Metals, Inc. ("Omega"), a wholly-owned subsidiary of the
Company, shears and molds metal and manufactures metal-formed
products for customers principally in Florida and Georgia.
Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary. All
material intercompany accounts and transactions have been
eliminated.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Although these
estimates are based on management's knowledge of current events and
actions it may undertake in the future, they may ultimately differ
from actual results.
F-7
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition
The Company recognizes revenue from product sales at the time the
product is shipped to the customer. The Company does not generally
grant return privileges to customers.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash
equivalents, and accounts receivable.
Cash
The Company maintains deposit balances at financial institutions
that, from time to time, may exceed federally insured limits. At
December 31, 1998, the Company had cash balances on deposit that
exceeded federally insured limit by a total of approximately
$327,000. The Company believes that such risks are minimized as
a result of the size and stature of the financial institutions
in which the Company maintains its accounts.
Accounts Receivable
The Company does business and extends credit based on an
evaluation of the customers' financial condition generally
without requiring collateral. Exposure to losses on receivables
is expected to vary by customer due to the financial condition
of each customer. The Company monitors exposure to credit losses
and maintains allowances for anticipated losses considered
necessary under the circumstances.
Termination of Development Stage
As noted above, the Company was incorporated on October 21, 1996.
Through November, 1998, the Company had been principally engaged in
organizational activities, the promotion of its product and raising
capital. Planned operations, as described above, had commenced but
revenue generated was not considered significant in relation to the
Company's business plan. Accordingly, the Company was considered to
be in the development stage, through the date of the acquisition of
Omega Metals, Inc., on November 11, 1998 (see Note 2).
Omega is a mature company which has been in the operating stage for
a number of years with an established history of revenue and
profits, significantly larger than those of AAT. Accordingly,
effective upon the acquisition of Omega, the Company is no longer
considered to be a development stage enterprise, and the
accompanying financial statements are presented as those of an
established operating enterprise.
Cash and Cash Equivalents
The Company considers all highly liquid investments, including
short-term securities, with an original maturity of three months or
less to be cash equivalents.
F-8
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents (Continued)
Short-term securities (generally commercial paper maturing in
approximately 30 days) are stated at cost plus accrued income,
which approximates market value.
Inventories
Inventories, which are primarily composed of raw materials, parts,
supplies and certain product components, are stated at the lower of
cost or market, with cost determined using an average cost method.
Inventory costs for finished goods and work-in-process include
material, labor, production overhead, and outside services.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost and depreciated,
using the straight-line method over the estimated useful lives of
the assets. Gain or loss on disposition of assets is recognized
currently. Repairs and maintenance are charged to expense as
incurred. Major replacements and betterments are capitalized and
depreciated over the remaining useful lives of the assets.
Patent
The Company has capitalized certain incremental costs incurred
related to acquiring two patents on the Company's products. In
1998, one of the patents was finalized and issued by the United
States Patent Department. The Company then began amortizing the
cost of the patent over the patent's life, 18 years. The other
patent was still pending at December 31, 1998 and, therefore,
amortization of this patent has not commenced.
Product Development Costs
Costs in connection with the development of the Company's product
are comprised of design, production, consulting and other related
professional fees. These costs are charged to expense as incurred.
Advertising
Advertising costs are charged to expense as incurred. Advertising
costs incurred for the years ended December 31, 1998 and 1997 were
not material.
Income Taxes
The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes". SFAS No. 109 requires the
recognition of deferred tax liabilities and assets for temporary
differences, operating loss carryforwards, and tax credit
carryforwards existing at the date of the financial statements. An
effective tax rate of 37% was used to calculate the deferred income
taxes.
F-9
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (Continued)
A temporary difference is a difference between the tax basis of an
asset or liability and its reported amount in the financial
statements that will result in taxable or deductible amounts in
future years when the asset is recovered or the liability is
settled. Deferred taxes represent the future tax return
consequences of these differences.
Reclassifications
Certain amounts in prior year financial statements have been
reclassified for comparative purposes to conform with the
presentation in the current year financial statements.
NOTE 2. ACQUISITION OF SUBSIDIARY
On November 11, 1998, the Company acquired 100% of the outstanding
common stock of Omega Metals, Inc. ("Omega") in exchange for 226,470
shares of the Company's common stock. This acquisition, which has been
accounted for using the pooling of interests method, has been given
retroactive effect in these financial statements.
Separate pre-acquisition revenue and net income of American Access
and Omega, as if the acquisition was consummated on October 31,
1998, were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Revenue:
Pre-acquisition
American Access $3,873,425 $4,194,889
Omega 480,000 231,622
Acquisition adjustments (200,000) (70,000)
------------ -------------
4,153,425 4,356,511
Post-acquisition 782,779 -
------------ -------------
$4,936,204 $4,356,511
============ =============
Net income (loss):
Pre-acquisition
American Access $ (155,887) $(426,455)
Omega 728,427 169,681
------------ -------------
572,540 (256,774)
Post-acquisition (1,065,354) -
------------ -------------
$ (492,814) $(256,774)
============ =============
</TABLE>
Post-acquisition losses include expenses incurred related to the
Company's acquisition of Omega, including bonuses paid to Omega
officers of approximately $800,000 and lease termination costs of
approximately $239,000.
F-10
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
<TABLE>
<CAPTION>
NOTE 3. CASH AND CASH EQUIVALENTS
<S> <C>
Cash $606,308
Short-term securities 31,468
------------
$637,776
============
NOTE 4. INVESTMENTS
Corporate bonds $1,393,000
Stocks, rights, and warrants 836,490
Asset-backed securities 295,687
Certificate of deposit 300,000
------------
$2,825,177
============
NOTE 5. NOTE RECEIVABLE, RELATED PARTY
Note receivable, interest at 15%; due March 3, 1999, as extended;
secured by a chattel mortgage on certain equipment owned by debtor
company and guaranteed by a stockholder of the debtor company who
is also a major stockholder of the Company $500,000
============
NOTE 6. INVENTORIES
Finished goods $ 52,439
Work-in-process 115,555
Raw materials 129,446
------------
$297,440
============
NOTE 7. PROPERTY, PLANT AND EQUIPMENT
Estimated Useful
Lives (Years)
-------------
Land - $ 23,808
Building and improvements 30 351,997
Machinery and equipment 5-7 2,383,837
Vehicles 5 31,415
Tools 5 15,323
------------
2,806,380
Less accumulated depreciation 1,492,750
------------
$1,313,630
============
</TABLE>
F-11
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 7. PROPERTY, PLANT AND EQUIPMENT (Continued)
Depreciation expense for the years ended December 31, 1998 and 1997
was $254,902 and $228,088, respectively.
NOTE 8. OBLIGATIONS UNDER CAPITAL LEASES
In December 1998, the Company satisfied in full the obligations under
various capital leases, which had original terms extending to various
years through 2005, and which provided for implicit interest rates
ranging from approximately 10.5% to 14.5%. The aggregate sum paid was
approximately $1,284,000, of which approximately $239,000 represented
prepayment penalties. Management is considering instituting discussions
with the leasing companies involved with a view towards mitigating the
amount of these lease termination costs. Such amounts, if any, that
management is able to negotiate as a refund of these costs will be
recognized at such time as the amounts are received.
NOTE 9. LINE OF CREDIT
The Company has available a bank line of credit for $300,000, with
interest at 7.75%. The line is collateralized by a $300,000
certificate of deposit.
NOTE 10. PROFIT SHARING PLAN
The Company has a 401(k) Profit Sharing Plan covering all non-leased
employees who meet minimum length of service and age requirements.
Employer contributions are made at the discretion of management, and
were $75,000 for each of the years ended December 31, 1998 and 1997.
Employees are vested for purposes of the contribution as follows:
Years of Service Percentage
---------------- ----------
Less than 1 0%
1-2 20
2-3 40
3-4 60
4-5 80
5 or more 100
F-12
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 11. INCOME TAXES
The provision for income taxes was computed on a consolidated return
basis for the year ended December 31, 1998. For the year ended December
31, 1997, the Company was not eligible to file a consolidated return
with Omega. Therefore, the income tax provision for 1997 has been
computed on a separate return basis.
As of December 31, 1998, the Company had consolidated net operating
loss carryforwards for federal income tax reporting purposes amounting
to approximately $1,059,000, which expire in varying amounts to the
year 2013.
The Company has not recognized any benefit of such net operating loss
carryforwards in the accompanying consolidated financial statements in
accordance with the provisions of SFAS No. 109 as the realization of
this deferred tax benefit is not considered more likely than not. A
100% valuation allowance has been recognized to offset the entire
effect of the Company's net deferred tax asset. The Company's net
deferred tax asset position is composed primarily of the Company's tax
loss carryforwards.
The components of the deferred tax asset were as follows:
<TABLE>
<CAPTION>
December 31, December 31,
1998 1997
---- ----
<S> <C> <C>
Deferred tax asset $ 392,000 $ 166,000
Less valuation allowance (392,000) (166,000)
--------- ---------
Net deferred tax asset $ - $ -
========= =========
The components of deferred income tax liabilities at December 31, 1998
are as follows:
Deferred income tax liability, long-term:
Depreciation $69,000
=========
</TABLE>
In accordance with certain provisions of the Tax Reform Act of 1986, a
change in ownership of greater than 50% of a corporation within a three
year period will place an annual limitation on the corporation's
ability to utilize its existing tax benefit carryforwards. The
Company's utilization of its tax benefit carryforwards may be
restricted in the event of possible future changes in the ownership of
the Company from the exercise of warrants or other future issuances of
common stock.
The Company's federal and state income tax returns have not been
examined by responsible taxing authorities for the past several years.
The final determination of the amount and timing of currently payable
income taxes is therefore subject to possible examination of these
unexamined years by such responsible taxing authorities.
F-13
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 12. PREFERRED STOCK
In November, 1998, the Company completed a $5,000,000 private placement
of 50,000 shares of its Series A 10% Senior Convertible Preferred
Stock, par value of $.001 per share, at $100.00 per share. The costs
associated with the completion of the private placement, $737,820, have
been recorded as a reduction of additional paid-in capital.
Additionally, the placement agent received warrants to purchase 100,000
shares of common stock at $25.00 per share, which expire October 14,
2003. The Series A Preferred are valued at $100.00 per share
("liquidation value"), and, if converted, the Series A Preferred shall
be converted into common shares (See Note 1) at the price per share
equal to the then applicable Conversion Price. This conversion feature
results in a discount between the market value of the common shares
that would be issued if the conversion option were exercised, and the
liquidation value of the preferred shares surrendered upon that
conversion. The resulting dividend is being amortized over the period
up to the date that exercise of the conversion feature is first
possible. As a result, $781,250 of the total $1,250,000 dividend has
been recognized in the accompanying 1998 financial statements; the
balance will be recognized in the 1999 financial statements.
As of December 31, 1998, dividends in arrears on the Series A Preferred
Stock amounted to $104,167.
NOTE 13. COMMON STOCK
Private Placement of Securities
During the period from February to April 1997, the Company raised
additional capital through a private placement offering of its
securities. The private placement offering consisted of a maximum
of 100,000 units, each unit consisting of four shares of common
stock being offered by the Company on a "best efforts" basis at a
price of $6.00 per unit through a Placement Agent. Upon sale of the
units, the Company received gross proceeds of $600,000, before
payment of commissions and other offering costs. The Placement
Agent received a stipulated commission of 10% of funds received
from the offering and certain expense allowance and administrative
fee of 3% and 2% of the funds received from the offering,
respectively, and was issued warrants to purchase 120,000 shares of
common stock at $3 per share.
The sale of these units resulted in the issuance of 400,000 shares
of common stock for net proceeds totaling $487,977.
Additionally, in September and October 1997, the Company issued
120,000 shares of common stock resulting from the exercise of the
Placement Agent warrants at $3.00 per share.
F-14
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 13. COMMON STOCK (Continued)
Issuance of Common Stock to Director for Services
In February 1997, the Board of Directors authorized the issuance of
50,000 shares of common stock to a newly elected director, with
payment of par value thereof. These shares have been recorded in
the accompanying consolidated financial statements at their
estimated fair value of $1.50 per share, as measured by the
offering price of the Company's common stock in the 1997 private
placement of securities which took place at or about that time (see
above). Inasmuch as these shares were issued to the director, the
estimated fair value of these shares ($75,000) has been charged to
expense in 1997 and included in management and consulting fees,
officers/directors/stockholder.
Resignation of Officers and Retirement of Common Stock and Warrants
In August 1997, the consulting agreement between an officer and the
Company was modified. The modified agreement stipulated that the
officer return 200,000 shares of common stock which was originally
sold to the officer for $.001 per share. The Company also cancelled
70,000 warrants at $8.00 per share which were held by the officer.
In December 1997, the Company dismissed the services of the officer
(see Note 15).
On December 9, 1997, the Company executed a management termination
agreement with another officer. Under the terms of the agreement,
the officer returned 200,000 shares of common stock. The common
stock was originally sold to the officer for $.001 per share. The
officer has agreed to abide by certain terms regarding
non-disclosure of information and trade secrets which are effective
for two years subsequent to the date of the agreement.
Warrants
On February 11, 1997, the Board of Directors authorized the
issuance of 700,000 warrants to purchase one share of common stock
per warrant at an exercise price of $8.00 per share expiring on
February 11, 2000. In August 1997, warrants to purchase 70,000
shares were cancelled in connection with the resignation of an
officer/stockholder (see above), resulting in remaining warrants to
purchase a total of 630,000 shares of common stock outstanding at
December 31, 1997.
On June 30, 1998, warrants to purchase 20,000 shares were
exercised, at $8.00 per share. On August 16, 1998 additional
warrants to purchase 40,000 shares were exercised at $8.00 per
share. The Company has remaining outstanding 570,000 warrants to
purchase common stock at an exercise price of $8.00 per share as of
December 31, 1998, 280,000 of which warrants are outstanding to
officer/directors.
Subsequent Issuance of Common Stock for Services
Subsequent to December 31, 1998, the Company issued 9,000 shares of
Company common stock to certain employees as an incentive for
services to be rendered in 1999. This will result in a charge to
compensation expense of approximately $180,000 in the first quarter
of 1999.
F-15
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 14. RELATED PARTY TRANSACTIONS
Management Agreements
The Company entered into management agreements with four
stockholders dated October 21, 1996, on a month-to-month basis not
to exceed eighteen months. The agreements provide for compensation
of $60,000 per year per stockholder. On December 9, 1997, one of
the agreements was terminated through a management termination
agreement (see Note 13). In 1998 the remaining management
agreements were terminated, and the three stockholders became
employees of the Company.
Consulting Agreement
The Company entered into a consulting agreement with one of its
stockholders dated October 21, 1996, on a month-to-month basis. The
agreement provides for compensation of $60,000 per year. This
agreement was modified on August 28, 1997, reducing the
compensation base to $30,000. In addition, the modified agreement
stipulated the return of 200,000 shares of common stock and
cancellation of 70,000 stock purchase warrants (see Notes 13 and
15).
NOTE 15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS
Pending Litigation
The Company is involved in litigation with a former
officer/stockholder of the Company in connection with a modified
consulting agreement with the Company (see Notes 13 and 14) whereby
he surrendered 200,000 shares of common stock and cancelled 70,000
stock warrants previously held. The former officer/stockholder
seeks rescission of the consulting agreement he signed with the
Company in August 1997, declaratory judgment regarding the
consulting agreement, damages for breaching the consulting
agreement and damages for fraud. The plaintiff is seeking damages
of $150,000 plus costs.
The Company denies that it has any liability to the individual and
has filed a motion to dismiss the case. Management plans to
vigorously defend the case. Because the case is in its initial
stages, management believes, based upon advice of counsel, that the
amount of liability, if any, is not presently susceptible to
reasonable estimation.
Major Customer and Subsequent Loss Thereof
The Company's subsidiary (Omega) has a customer which purchased
product that represented approximately 39% and 32% of sales of
formed metal products for the years ended December 31, 1998 and
1997, respectively. In January 1999, this customer announced that
it will cease operations as of February 1999 and, therefore, will
not purchase any products subsequent to that date.
F-16
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
Employment Contracts
The Company entered into employment agreements with two members of
management of Omega. These agreements are for a term of two years
commencing in November 1998. The agreements provide, among other
things, for total annual compensation of $250,000 plus profit
participation equal to 10% of the net profits of Omega, as defined,
in excess of $1,200,000 annually.
Contracts With Distributors
In 1997, the Company entered into Stocking Distributor Agreements
with seven distributors. The agreements set forth terms whereby the
distributors may purchase products from the Company for resale to
their customers within the U.S. and Canada and Mexico when the
Company releases its products for sale in those countries. The
prices for the products covered by the agreements are based upon
the intention of the distributors to purchase a minimum number of
units as specified in the agreements. For 1997 and 1998, revenue
from these sales was not significant. Revenue from future sales
will be recorded at such time as the units are shipped to the
distributors. The agreements are for a term of one year and are
automatically renewed each year thereafter unless either party
gives written notice of its intent to cancel the arrangement, and
contain, among other things, a warranty effective for one year
after the date of sale.
In February 1998, the Company executed a value added reseller
agreement with another company, in order to actively market and
sell the product. The reseller will have exclusive rights in the
state of Texas to market the product through its direct sales. The
agreement stipulates that the reseller will purchase a minimum of
4,000 units in the next three years. Revenue from these future
sales will be recorded at such time as the units are shipped to the
customer.
Consulting Agreement
In December 1998, the Company entered into a consulting agreement
to acquire technical expertise in developing and marketing
products. The agreement is for a term of one year, commencing
January 1999, and is automatically renewed unless terminated by
either party. Annual fees are to be $80,000 in cash payable
semi-monthly, plus $40,000 in Company common stock, measured at
market. The common stock is to be distributed on or before December
31 of each year the contract is in force.
Land Purchase
The Company has entered into an agreement to purchase six acres of
land adjacent to the Omega manufacturing plant. The transaction,
which is to close during the first quarter of 1999, at a cost of
approximately $80,000, will allow the Company to build a
manufacturing facility of approximately 30,000 square feet to
supplement the assembly facilities.
F-17
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 15. COMMITMENTS, CONTINGENCIES AND OTHER MATTERS (Continued)
Lease Commitments
The Company leases its administrative facilities under an operating
lease, which expires in 1999. Future minimum rentals due under the
lease are approximately $40,000 for the year ending December 31,
1999.
Rent charged to operations amounted to approximately $45,000 in
1998 and $35,000 in 1997.
Major Vendors
The Company purchases sheet metal from a vendor that represented
approximately 77% of purchases for each of the years ended December
31, 1998 and 1997, respectively
NOTE 16. NET LOSS PER COMMON SHARE
In 1997, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings per Share" which requires the
presentation of both basic and diluted earnings (loss) per share.
Basic net loss per common share has been computed based upon the
weighted average number of shares of common stock outstanding during
the periods. The shares of common stock issued in connection with the
stock split effected in February 1997, have been considered outstanding
for all periods. In addition, the shares of common stock issued to a
director in February 1997, prior to an initial registration of the
Company's common stock and at a price below the offering price at that
time (see Note 7) have been treated as outstanding during the entire
period, pursuant to the Securities and Exchange Commission Staff
Accounting Bulletins. The number of common shares issued in connection
with the acquisition of Omega (226,470) have been considered
outstanding shares for all periods. The number of shares used in the
computation were 3,218,970 and 3,309,470 for the years ended December
31, 1998 and 1997, respectively. Diluted net loss per common share,
assuming exercising of the warrants granted and convertible preferred
stock, is not presented as the effect of conversion is anti-dilutive.
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net Loss $ (492,814) $(256,774)
Cumulative Preferred Stock Dividend (104,167) -
Beneficial Conversion Preferred Stock Dividend (781,250) -
----------- ----------
Net Loss Allocated to Common Stockholders $(1,378,231) $(256,774)
=========== ==========
</TABLE>
F-18
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair value. These instruments include
cash, accounts receivable, line of credit, and accounts payable. Fair
values were assumed to approximate carrying values for these financial
instruments since they are short-term in nature and their carrying
amounts approximate fair values or they are receivable or payable on
demand.
NOTE 18. SEGMENT INFORMATION
The Company adopted SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information, in 1998 which changes the way the
Company reports information about its operating segments. The
information for 1997 has been restated from the prior year's
presentation in order to conform to the 1998 presentation.
The Company has two reportable segments, zone cabling products and
formed metal products. As discussed in Note 1, American Access, the
parent company, markets zone cabling products which are manufactured by
Omega. Omega manufactures formed metal products of varying designs for
customers, including American Access.
<TABLE>
<CAPTION>
1998 1997
------------------------------------- ------------------------------------
Zone Formed Zone Formed
Cabling Metal Cabling Metal
Products Products Total Products Products Total
-------- -------- ----- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
Revenue from external customers(a) $ 592,086 $4,344,118 $4,936,204 $231,622 $4,124,889 $4,356,511
Intersegment revenue - 234,496 234,496 - 70,000 70,000
Interest revenue 89,731 - 89,731 3,992 - 3,992
Interest expense 2,110 376,864 378,974 2,424 101,350 103,774
Depreciation and amortization 14,701 241,458 256,159 6,742 221,463 228,205
Income tax expense (credit) - (36,000) (36,000) - 78,000 78,000
Segment profit (loss) (350,533) (142,281) (492,814) (426,455) 169,681 (256,774)
Segment assets $3,858,092 $2,618,319 $6,476,411 $540,582 $2,750,674 $3,291,256
</TABLE>
(a) See Note 15 regarding major customer and subsequent loss thereof.
F-19
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
AMERICAN ACCESS TECHNOLOGIES, INC.
By /s/ Victor E. Murray
-------------------------------------------
President/ principal executive officer
Date: February 25, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
By /s/ Bobby E. Story
------------------------------------------------
Secretary/Treasurer, Chief Financial Officer
Date: February 25, 1999
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Victor E. Murray President and Director February 25, 1999
Victor E. Murray (Principal Executive Officer)
/s/ Richard A. Murray Vice President and Director February 25, 1999
Richard A. Murray
/s/ Bobby E. Story Treasurer, (Principal Accounting February 25, 1999
Bobby E. Story Officer), Director
/s/ Victor D. Phillips Director February 25, 1999
Victor D. Phillips
</TABLE>
AMERICAN ACCESS TECHNOLOGIES, INC. AND SUBSIDIARY
STATEMENT RE: COMPUTATION OF NET LOSS PER COMMON SHARE
<TABLE>
<CAPTION>
Year Ended
December 31,
1998 1997
---- ----
<S> <C> <C>
Net Loss $ (492,814) $ (256,774)
Cumulative Preferred Stock Dividend (104,167) -
Beneficial Conversion Preferred Stock Dividend (781,250) -
------------- ------------
$ (1,378,231) $ (256,774)
============= ============
Weighted Average Common Shares Outstanding 2,992,500 3,033,000
Adjustments to Reflect Requirements of the Securities and Exchange
Commission SAB 83:
Common stock issued to director within the period - 50,000
Common Shares Issued to Acquire Omega Metals, Inc. 226,470 226,470
------------- ------------
Total Weighted Average Number of Common Shares and Equivalents 3,218,970 3,309,470
============= ============
Net Loss per Common Share $ (.43) $ (.08)
============= ============
</TABLE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated January
29, 1999 (which report contains an emphasis of a matter paragraph referring
significant uncertainties relating to the consolidated financial statements of
American Access Technologies, Inc. and Subsidiary appearing in such company's
Annual Report on form 10-K5B for the year ended December 31, 1998.
/s/ Rachlin Cohen & Holtz
-------------------------
RACHLIN COHEN & HOLTZ
Fort Lauderdale, Florida
February 24, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 637,776
<SECURITIES> 2,825,177
<RECEIVABLES> 834,960
<ALLOWANCES> 28,000
<INVENTORY> 297,440
<CURRENT-ASSETS> 5,127,819
<PP&E> 2,806,380
<DEPRECIATION> 1,492,750
<TOTAL-ASSETS> 6,476,411
<CURRENT-LIABILITIES> 762,627
<BONDS> 0
0
5,000,000
<COMMON> 3,256
<OTHER-SE> 641,528
<TOTAL-LIABILITY-AND-EQUITY> 6,476,411
<SALES> 4,936,204
<TOTAL-REVENUES> 4,936,204
<CGS> 2,257,169
<TOTAL-COSTS> 5,334,121
<OTHER-EXPENSES> 239,447
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 139,527
<INCOME-PRETAX> (528,814)
<INCOME-TAX> 0
<INCOME-CONTINUING> (528,814)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (528,814)
<EPS-PRIMARY> (0.43)
<EPS-DILUTED> (0.43)
</TABLE>
