<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
Commission File Number: 0-29020
MULTIMEDIA ACCESS CORPORATION
-----------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 75-2528700
-------- ----------
(State or other Jurisdiction of (I.R.S. Employer Incorporation
Incorporation or Organization) Identification No.)
2665 VILLA CREEK DRIVE, SUITE 200, DALLAS, TX 75234
---------------------------------------------------
(Address of principal executive offices)
972/488-7200
------------
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]
As of August 7, 1998, 9,370,853 shares of the Registrant's common stock were
outstanding.
<PAGE> 2
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-QSB
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at December 31, 1997 and
June 30, 1998 (Unaudited).............................................................3
Consolidated Statements of Operations for the Three Months
ended June 30, 1997 and 1998 (Unaudited) and the Six Months
ended June 30, 1997 and 1998 (Unaudited)..............................................4
Consolidated Statement of Stockholders' Equity (Deficit) for the
Six Months ended June 30, 1998 (Unaudited)............................................5
Consolidated Statements of Cash Flows for the Six Months ended
June 30, 1997 and 1998 (Unaudited)....................................................6
Notes to Consolidated Financial Statements...............................................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................................................9
PART II. OTHER INFORMATION................................................................12
SIGNATURES..................................................................................14
</TABLE>
2
<PAGE> 3
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
ASSETS 1997 1998
------------- -------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,117,202 $ 609,123
Accounts receivable, less allowance for doubtful accounts of $65,000
at December 31, 1997 and $124,000 at June 30, 1998 (unaudited) 1,195,230 2,130,798
Inventory 1,762,186 2,151,528
Prepaid expenses 75,096 115,056
Deferred charges 191,287 5,500
------------- -------------
Total current assets 6,341,001 5,012,005
Property and equipment, net 877,440 1,068,109
Software development costs, net 203,858 343,354
Deferred charges 752,125 883,256
Deposits 36,991 140,542
------------- -------------
Total assets $ 8,211,415 $ 7,447,266
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 759,319 $ 2,016,007
Accrued compensation 313,634 446,186
Deferred revenue 52,784 197,419
Other accrued liabilities 343,051 311,498
Short-term debt, officer 311,243 116,666
Short-term debt, other 13,120 958,807
------------- -------------
Total current liabilities 1,793,151 4,046,583
Long-term debt 5,000,000 5,000,000
Commitments
Stockholders' equity (deficit):
Preferred stock, $.0001 par value:
Authorized shares - 5,000,000
Issued shares - none -- --
Common stock, $.0001 par value:
Authorized shares - 30,000,000
Issued and outstanding shares - 8,995,455 at December 31, 1997
and 9,217,350 at June 30, 1998 (unaudited) 900 922
Additional paid-in capital 19,628,703 20,146,841
Accumulated deficit (18,199,433) (21,735,174)
Treasury stock, 261,497 shares at December 31, 1997 and
June 30, 1998 (unaudited) (11,906) (11,906)
------------- -------------
Total stockholders' equity (deficit) 1,418,264 (1,599,317)
------------- -------------
Total liabilities and stockholders' equity (deficit) $ 8,211,415 $ 7,447,266
============= =============
</TABLE>
Note: The balance sheet at December 31, 1997 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See accompanying notes.
3
<PAGE> 4
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------------ ------------------------------------
1997 1998 1997 1998
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
NET SALES $ 574,568 $ 2,565,638 $ 834,101 $ 4,400,606
Cost of goods sold 294,207 1,340,542 410,763 2,241,344
--------------- --------------- --------------- ---------------
GROSS PROFIT 280,361 1,225,096 423,338 2,159,262
Operating expenses:
Selling, general and administrative 1,129,626 1,923,852 1,861,597 3,638,977
Research and development 682,235 709,210 1,244,360 1,480,973
Depreciation and amortization 75,587 110,688 134,667 213,963
--------------- --------------- --------------- ---------------
Total operating expenses 1,887,448 2,743,750 3,240,624 5,333,913
--------------- --------------- --------------- ---------------
OPERATING LOSS (1,607,087) (1,518,654) (2,817,286) (3,174,651)
Other income (expense):
Dividend and interest income 31,384 4,477 49,811 30,593
Interest expense (11,767) (230,269) (227,814) (391,663)
Other 15,594 (27) 16,880 (20)
--------------- --------------- --------------- ---------------
Total other income (expense) 35,211 (225,819) (161,123) (361,090)
--------------- --------------- --------------- ---------------
NET LOSS $ (1,571,876) $ (1,744,473) $ (2,978,409) $ (3,535,741)
=============== =============== =============== ===============
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.20) $ (0.20) $ (0.41) $ (0.40)
=============== =============== =============== ===============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 7,907,434 8,743,556 7,268,660 8,739,303
=============== =============== =============== ===============
</TABLE>
See accompanying notes.
4
<PAGE> 5
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON STOCK PAID-IN ACCUMULATED TREASURY STOCKHOLDERS'
SHARES PAR VALUE CAPITAL DEFICIT STOCK EQUITY (DEFICIT)
------------ ------------ ------------ ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1997 8,995,455 $ 900 $ 19,628,703 $(18,199,433) $ (11,906) $ 1,418,264
Exercise of options and warrants 196,458 19 389,355 -- -- 389,374
Sale of common stock, employee
stock purchase plan 25,437 3 66,551 -- -- 66,554
Fair market value of options and
warrants issued for consulting
services -- -- 62,232 -- -- 62,232
Net loss -- -- -- (3,535,741) -- (3,535,741)
============ ============ ============ ============ ============ ============
BALANCE, JUNE 30, 1998 9,217,350 $ 922 $ 20,146,841 $(21,735,174) $ (11,906) $ (1,599,317)
============ ============ ============ ============ ============ ============
</TABLE>
See accompanying notes.
5
<PAGE> 6
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
------------------------------
1997 1998
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (2,978,409) $ (3,535,741)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation of fixed assets 99,367 169,467
Amortization of software development costs 35,300 44,496
Non-cash charges to interest expense 155,667 96,119
Non-cash consulting fees exchanged for options and warrants -- 62,232
Changes in operating assets and liabilities:
Accounts receivable (143,693) (935,568)
Inventory (1,099,728) (389,342)
Prepaid expenses (68,723) (39,960)
Deferred charges 413,522 (41,463)
Deposits (5,434) (103,551)
Accounts payable 333,019 1,256,688
Accrued compensation 918 132,552
Deferred revenue (15,591) 144,635
Other accrued liabilities (284,959) (31,553)
------------ ------------
Net cash used in operating activities (3,558,744) (3,170,989)
------------ ------------
INVESTING ACTIVITIES:
Purchase of property and equipment (354,485) (360,136)
Software development costs (60,228) (183,992)
------------ ------------
Net cash used in investing activities (414,713) (544,128)
------------ ------------
FINANCING ACTIVITIES:
Net proceeds from issuance of short-term debt 210,202 936,764
Repayment of short-term debt-officer (235,000) (194,576)
Other (4,874) 8,922
Net proceeds from sale of common stock and warrants 5,439,238 66,554
Proceeds from the exercise of options and warrants -- 389,374
------------ ------------
Net cash provided by financing activities 5,409,566 1,207,038
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,436,109 (2,508,079)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 18,539 3,117,202
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,454,648 $ 609,123
============ ============
</TABLE>
See accompanying notes.
6
<PAGE> 7
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
include the accounts of MultiMedia Access Corporation and its wholly-owned
subsidiaries, Viewpoint Systems, Inc., VideoWare, Inc. and Osprey Technologies,
Inc. (collectively, the Company). All material inter-company accounts and
transactions have been eliminated in consolidation.
The interim financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six month periods ended June 30,
1998 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1998. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-KSB filed for the year ended December 31,
1998.
2. INVENTORIES
Inventory is comprised primarily of purchased electronic components and
computer system products, along with related documentation manuals and packaging
materials and consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
-----------------------------
(UNAUDITED)
<S> <C> <C>
Purchased materials $ 1,035,006 $ 984,889
Finished goods 727,180 1,166,639
-----------------------------
$ 1,762,186 $ 2,151,528
=============================
</TABLE>
3. NOTES PAYABLE
In May 1998, the Company entered into an accounts receivable line of
credit financing arrangement with a Texas commercial bank for up to $1.5
million. The financing arrangement allows the bank to purchase all domestic and
foreign accounts receivable of the Company at a discount from face value of each
invoice and reserve 10% of the face amount of each account receivable for
doubtful accounts. The line of credit is collateralized by the accounts
receivable, inventory, furniture and fixtures of the Company.
At June 30, 1998, accounts receivable financed by the bank amounted to
$936,764 and was included in short-term debt other on the balance sheet.
Additionally, of the total cash and cash equivalents of $609,123 reported at
June 30, 1998, $93,676 was held in reserve for doubtful accounts and restricted
to use in accordance with the terms of the financing arrangement. Discount fees
of $74,547 were charged to interest expense during May and June of 1998.
7
<PAGE> 8
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
4. NET LOSS PER SHARE
The Company has adopted Statement of Financial Accounting Standards No.
128 (SFAS 128), "Earnings per Share," which has changed the method for
calculating earnings per share on the face of the income statement. The new
standard eliminates primary and fully diluted earnings per share and requires
presentation of basic and diluted earnings per share together with disclosure of
how the per share amounts were computed. Basic earnings per share is calculated
by dividing net income/loss by the weighted average number of common shares
outstanding for the period. Since the Company has reported net losses for the
periods presented, the computation of diluted loss per share excludes the
effects of options, warrants and convertible debt since their effect is
anti-dilutive. Loss per share amounts for prior periods have been restated to
conform to SFAS 128 requirements.
5. SUBSEQUENT EVENTS
In August 1998, the Company exchanged $3,640,000 of its 8% Senior
Convertible Notes for 364,000 shares of its newly created Series A Convertible
Preferred Stock (the "Preferred Stock"). The Preferred Stock carries a dividend
of 8.5% per year payable in cash or Common Stock at the Company's option, and is
convertible into Common Stock at a fixed conversion price of $3.625 per share
(subject to certain conditions). On a pro forma basis, as of June 30, 1998, the
effect of this exchange of debt for equity would be to increase total
stockholders equity to $2,040,683.
8
<PAGE> 9
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
MultiMedia Access Corporation develops, manufactures and markets
standards-based systems that provide advanced video communications applications
for business customers. The Company's VBX(TM) video distribution and switching
systems, Osprey(R) video codecs and video peripherals and ViewCast(R)
Internet-video systems deliver popular video applications, including
videoconferencing, video broadcasting, video-based training, surveillance,
distance learning, telemedicine and Internet/Intranet video communications. The
Company's products are available from leading resellers, systems integrators,
OEMs, and applications developers worldwide.
This Form 10-QSB contains forward-looking statements which involve
risks and uncertainties. The Company's actual results may differ significantly
from the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, product demand and
market acceptance risks, the impact of competitive products and pricing, product
development, commercialization and technological difficulties, capacity and
supply constraints or difficulties, general business and economic conditions,
the effect of the Company's accounting policies and other risks detailed in the
Company's Annual Report on Form 10-KSB and other filings with the Securities and
Exchange Commission.
RESULTS OF OPERATIONS
Six Months Ended June 30, 1998 compared to Six Months Ended June 30, 1997.
Net Sales. Net sales for the six months ended June 30, 1998 increased
428% to $4,400,606 from $834,101 reported for the same period last year. The
increase can be attributed to significant growth in demand for both video
systems and video peripheral products during the first half of 1998 as compared
to the same period in 1997. The Company has experienced a growing acceptance of
its products and technologies in the marketplace and expects its sales volumes
to continue to increase for the balance of 1998 as the demand for video
communications products expands.
During the first half of 1998, sales of VBX(TM) video distribution
systems increased 1,983% over the same period in 1997 and represented 51% of
1998 revenues compared to 13% of 1997 revenues. Sales of Osprey(R) codecs and
peripherals increased 202% in the first half of 1998 over the same period in
1997 and represented 46% of 1998 revenues, compared to 81% of 1997 revenues.
Consulting and custom programming revenues increased 380% to $129,015 for the
first six months of 1998 compared to $26,872 reported in first six months of
1997. Sales are expected to increase for the balance of 1998 for both systems
and peripheral products as new products are developed and marketed and as new
reseller/distributor contracts and marketing alliances are finalized.
Cost of Goods Sold. Cost of goods sold increased $1,830,581 to $2,241,344
for the first half of 1998 compared to the same period last year, primarily due
to the increase in net sales described above. Gross profit margin for first half
of 1998 was 49.1%, representing a decline from the 50.8% margin reflected in the
same period last year. The decrease in gross margin can be attributed primarily
to increases in 1998 in the percentage of sales to OEM and Master Distributor
partners with contractual sales discounts appropriate for two-tier distribution.
9
<PAGE> 10
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - (CONTINUED)
Selling, General and Administrative Expense. Selling, general and
administrative expenses increased from $1,861,597 in the first half of 1997 to
$3,638,977 in the half of 1998 primarily due to a significant expansion of the
Company's sales, marketing and customer support efforts. By the end of the first
half of 1998, the Company had added 14 sales, 1 marketing, and 2 customer
support positions that did not exist during the same period in 1997 and had
opened three sales offices, two in the continental U.S. and one in Europe. This
growth resulted in significant increases in labor, benefits, hiring, office
rental, and travel expenses. Also contributing to the increase were growth in
legal and professional, filing fees and investor relations' expenses associated
with being a public company.
Research and Development Expense. Research and development expense
increased from $1,244,360 in the first half of 1997 to $1,480,973 in the first
half of 1998. This increase of $236,613 can be attributed to additions to the
Company's development staff and contract consultants during 1998. The new staff
and consultants were principally involved in the development and testing of
product designs and related software releases for both systems and peripheral
products.
Other Income (Expense). For the six months ended June 30, 1998, other
expense increased $199,967 compared to the same period in 1997. The change was
due primarily to an increase in interest expense associated with the addition of
$5,000,000 of 8% convertible notes in December of 1997 and an accounts
receivable line of credit in May of 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds for conducting its business
activities come from operations and from the sale of its debt and equity
securities. The Company requires liquidity and working capital primarily to fund
increases in inventories and accounts receivable associated with sales growth,
development of its products, debt service and for capital expenditures.
Net cash used in operating activities for the six months ended June 30,
1998 was $3,170,989 due primarily to the $3,535,741 net loss for the period
offset by $372,314 of non-cash operating expenses.
Investing activities utilized cash of $544,128 during the six months
ended June 30, 1998 for capital expenditures for computer equipment, test
equipment, purchased software, leasehold improvements and capitalized
development costs associated with the Company's growth and product development.
Financing activities provided cash in the amount of $1,207,038 during
the first half of 1998 primarily due to $936,764 of net proceeds generated from
an accounts receivable financing line of credit, $455,928 generated from the
exercise of options, warrants and sales of equity securities offset in part by
repayment of $194,576 of short-term debt to an officer of the Company.
The Company had working capital of $965,422 at June 30, 1998 compared to
$4,547,850 at December 31, 1997 and cash and cash equivalents of $609,123 at
June 30, 1998 compared to $3,117,202 at December 31, 1997. The Company
experienced significant sales growth during the first two quarters of 1998.
However, it is anticipated that losses will continue during 1998 and until such
time as gross margins from the sales of its products exceed its development,
selling, administrative and financing costs. As revenues continue to grow,
operating expenses are forecasted to decline as a percent of revenues and the
Company's quarterly results are expected to move toward profitability over the
next few quarters. The Company anticipates that additional financing will be
needed during 1998 in order to meet its working capital requirements and has had
preliminary discussions with several potential sources of financing, and may
seek additional financing to provide additional working capital in the future.
Such financing may include loans,
10
<PAGE> 11
lines of credit and/or secured capital financing through the issuance of
convertible preferred stock or other equity securities.
The Company has received a letter from the Nasdaq Stock Market, Inc.
notifying the Company that it is not in compliance with the new net tangible
assets/ market capitalization/ net income requirements pursuant to NASD
Marketplace Rule 4310(c)(2) which became effective on February 23, 1998. The
Company's request for a temporary exemption to the new rules is currently under
appeal before the Nasdaq Listing Qualifications Panel. As mentioned above, the
Company is currently evaluating a variety of equity financing alternatives to
bring the Company into compliance. In the event that the Company is not granted
an exemption to the new listing requirements and does not regain compliance, the
Company faces delisting from the Nasdaq SmallCap Market.
In August 1998, the Company exchanged $3,640,000 of its 8% Senior
Convertible Notes for 364,000 shares of its newly created Series A Convertible
Preferred Stock (the "Preferred Stock"). The Preferred Stock carries a dividend
of 8.5% per year payable in cash or Common Stock at the Company's option, and is
convertible into Common Stock at a fixed conversion price of $3.625 per share
(subject to certain conditions). On a pro forma basis, as of June 30, 1998, the
effect of this exchange of debt for equity would be to increase total
stockholders equity to $2,040,683.
Although the Company has no firm arrangements with respect to any
additional financing, it is currently considering various proposals by several
potential investors for a cash investment in the Company. There can be no
assurance that any such additional financing will be available to the Company on
acceptable terms, or at all. Additional equity financing may involve substantial
dilution to the Company's then existing shareholders. In the event the Company
is unable to raise additional capital it may be required to curtail its
activities. However, the Company believes that it will be able to raise
sufficient capital to fund its growth.
11
<PAGE> 12
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
OTHER INFORMATION
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
(Not Applicable)
Item 2. Changes in Securities
(Not Applicable)
Item 3. Defaults Upon Senior Securities
(Not Applicable)
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on May 22,
1998 and the following proposals were submitted to a vote by
proxy of the shareholders of record on April 22, 1998:
Proposal No. 1. To elect the Board of Directors (three
directors) to serve until the next Annual Meeting of
Shareholders. The following persons were nominated for
election as directors of the Company with the following voting
results:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Shares
Voted
Shares Against/ Share Broker Total Shares
Director Nominees Voted For Withheld Abstentions Non-votes Results Represented
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
William D. Jobe 6,577,911 35,800 -- 51,721 Elected 6,665,432
-----------------------------------------------------------------------------------------------------
Glenn A. Norem 6,590,811 22,900 -- 51,721 Elected 6,665,432
-----------------------------------------------------------------------------------------------------
William E. Johnson 6,592,763 20,948 -- 51,721 Elected 6,665,432
-----------------------------------------------------------------------------------------------------
</TABLE>
Proposal No. 2. To increase the authorized shares of
MultiMedia Access Corporation from Common Stock from
20,000,000 shares to 30,000,000 shares:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Shares
Voted
Shares Against/ Share Broker Total Shares
Proposal Voted For Withheld Abstentions Non-votes Results Represented
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Increased in
Authorized Shares 6,513,264 88,690 6,400 57,078 Pass 6,665,432
-----------------------------------------------------------------------------------------------------
</TABLE>
Proposal No. 3. Amendment of the 1995 Employee Stock Option
Plan to increase the number of shares available under the plan
from 2,000,000 shares to 3,900,000 shares:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Shares
Voted
Shares Against/ Share Broker Total Shares
Proposal Voted For Withheld Abstentions Non-votes Results Represented
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Amend 1995
Employee Stock
Option Plan 3,485,525 714,917 19,700 2,445,290 Pass 6,665,432
-----------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE> 13
Proposal No. 4. To ratify the appointment of Ernst & Young,
LLP as the Company's independent public accountants for the
year ending December 31, 1998. Voting results were as follows:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Shares
Voted
Shares Against/ Share Broker Total Shares
Proposal Voted For Withheld Abstentions Non-votes Results Represented
=====================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Ernst & Young,
LLP Ratification 6,581,311 29,400 3,000 51,721 Pass 6,665,432
-----------------------------------------------------------------------------------------------------
</TABLE>
Item 5. Other Information
(None)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed with this report:
Exhibit 11: Computation of Earnings Per Share
Exhibit 27: Financial Data Schedule
(b) Reports on Form 8-K
(None)
13
<PAGE> 14
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MultiMedia Access Corporation
-----------------------------
(registrant)
BY:
Date: August 12, 1998 /s/ WILLIAM S. LEFTWICH
-----------------------
William S. Leftwich
Chief Financial Officer
Principal Financial Officer
14
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
Exhibit 11: Computation of Earnings Per Share
Exhibit 27: Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11
MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES
STATEMENT RE: CALCULATION OF NET LOSS PER SHARE
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
------------------------------------
LOSS PER SHARE DATA: 1997 1998
--------------- ---------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
NET LOSS AS REPORTED IN THE FINANCIAL STATEMENTS $ (1,571,876) $ (1,744,473)
--------------- ---------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 7,907,434 8,743,556
=============== ===============
LOSS PER SHARE AS REPORTED IN THE FINANCIAL
STATEMENTS: BASIC AND DILUTED $ (0.20) $ (0.20)
=============== ===============
</TABLE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30,
------------------------------------
LOSS PER SHARE DATA: 1997 1998
--------------- ---------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
NET LOSS AS REPORTED IN THE FINANCIAL STATEMENTS $ (2,978,409) $ (3,535,741)
--------------- ---------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 7,268,660 8,739,303
=============== ===============
LOSS PER SHARE AS REPORTED IN THE FINANCIAL
STATEMENTS: BASIC AND DILUTED $ (0.41) $ (0.40)
=============== ===============
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET OF MULTIMEDIA ACCESS CORPORATION AND SUBSIDIARIES AS
OF JUNE 30, 1998 (UNAUDITED) AND THE RELATED CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED) AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 609,123
<SECURITIES> 0
<RECEIVABLES> 2,254,798
<ALLOWANCES> 124,000
<INVENTORY> 2,151,528
<CURRENT-ASSETS> 5,012,005
<PP&E> 1,788,499
<DEPRECIATION> 720,390
<TOTAL-ASSETS> 7,447,266
<CURRENT-LIABILITIES> 4,046,583
<BONDS> 5,000,000
0
0
<COMMON> 922
<OTHER-SE> (1,600,239)
<TOTAL-LIABILITY-AND-EQUITY> 7,447,266
<SALES> 4,271,591
<TOTAL-REVENUES> 4,400,606
<CGS> 2,241,344
<TOTAL-COSTS> 2,241,344
<OTHER-EXPENSES> 1,694,936
<LOSS-PROVISION> 72,364
<INTEREST-EXPENSE> 391,663
<INCOME-PRETAX> (3,535,741)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,535,741)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,535,741)
<EPS-PRIMARY> (0.40)
<EPS-DILUTED> (0.40)
</TABLE>
