U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1995. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____. Commission File Number 0-13870 Technology 80 Inc. (Exact name of small business issuer as specified in its charter) Minnesota 41-1373380 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 658 Mendelssohn Avenue North, Minneapolis, Minnesota 55427 (Address of principal executive offices) (Zip Code) (612) 542-9545 (Issuer's telephone number) N/A (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practible date. Common Stock, $0.01 par value 1,563,420 (Title of Class) (Shares Outstanding) Part I - Financial Information Item 1: Financial Statements TECHNOLOGY 80 INC. CONDENSED BALANCE SHEETS November 30, August 31, ASSETS 1995 1995 (Unaudited) CURRENT ASSETS ------------ ----------- Cash and cash equivalents $ 700,071 $ 926,163 Short-term investments 265,337 917,271 Accounts receivable (less allowance for doubtful accounts: Nov. 30 - $9,000; Aug. 31 - $9,000) 503,910 506,815 Inventories 828,178 797,794 Deferred taxes 46,625 43,000 Other current assets 26,192 41,945 ---------- ---------- TOTAL CURRENT ASSETS $2,370,313 $3,232,988 ---------- ---------- PROPERTY AND EQUIPMENT Furniture and equipment 405,216 402,752 Leasehold improvements 23,060 23,060 ---------- ---------- 428,276 425,812 Less accumulated depreciation 342,056 335,625 ---------- ---------- 86,220 90,187 ---------- ---------- OTHER ASSETS Investments 1,573,658 831,200 Deferred taxes 25,000 41,000 ---------- ---------- 1,598,658 872,200 ---------- ---------- TOTAL ASSETS $4,055,191 $4,195,375 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 62,175 $ 51,000 Accrued payroll and payroll taxes 142,218 172,517 Accrued liabilities - other 2,595 42,016 ---------- ---------- TOTAL CURRENT LIABILITIES 206,988 265,533 ---------- ---------- DEFERRED INCOME TAXES - 72,000 ---------- ---------- STOCKHOLDERS' EQUITY Common stock, $0.01 par value (authorized - 5,000,000 shares; issued and outstanding - Nov. 30, 1,563,420, Aug. 31, 1,561,670 shares) 15,634 15,617 Paid-in capital 3,374,193 3,372,648 Other - loans (162,263) (163,705) Unrealized gain (loss) on available-for-sale securities (20,153) 83,091 Retained earnings 640,792 550,191 ---------- ---------- 3,848,203 3,857,842 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,055,191 $4,195,375 ========== ========== <F01> See notes to condensed financial statements. TECHNOLOGY 80 INC. CONDENSED STATEMENTS OF INCOME (UNAUDITED) Three months ended November 30, 1995 1994 --------- --------- REVENUES Product sales - industrial control products $861,193 $759,452 Product sales - channel - 35,700 Other 10,878 3,077 -------- -------- TOTAL REVENUES 872,071 798,229 COST OF GOODS SOLD 349,466 279,380 -------- -------- GROSS PROFIT 522,605 518,849 -------- -------- OPERATING EXPENSES General and administrative 125,919 91,983 Research and development 137,653 103,977 Selling 175,956 165,311 -------- -------- TOTAL OPERATING EXPENSES 439,528 361,271 -------- -------- INCOME FROM OPERATIONS 83,077 157,578 OTHER INCOME 42,525 23,480 -------- -------- INCOME BEFORE INCOME TAXES 125,602 181,058 PROVISION FOR INCOME TAXES 35,000 55,625 -------- -------- NET INCOME $ 90,602 $125,433 ======== ======== EARNINGS PER SHARE $0.05 $0.08 ======== ======== <F02> See notes to condensed financial statements. TECHNOLOGY 80 INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three months ended November 30, 1995 1994 --------- --------- OPERATING ACTIVITIES Net income $ 90,602 $125,433 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 6,688 5,837 Deferred taxes (59,625) 54,000 Gain on sale of fixed asset (62) - Changes in operating assets and liabilities: Accounts receivable 2,905 144,218 Inventories (30,384) 35,348 Other current assets 15,753 (9,270) Accounts payable 11,175 3,665 Due to related parties - (24,500) Accrued liabilities (69,721) (83,208) -------- -------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (32,669) 251,523 -------- -------- INVESTING ACTIVITIES Sale of equipment 1,350 - Purchase of property and equipment (4,009) (20,126) Purchase of investments (193,768) (368,839) Payments on other - loans 1,442 1,393 -------- -------- NET CASH PROVIDED IN INVESTING ACTIVITIES (194,985) (387,572) -------- -------- FINANCING ACTIVITIES Proceeds from exercise of stock options 1,562 - -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 1,562 - -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (226,092) (136,049) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 926,163 458,433 -------- -------- CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $700,071 $322,384 ======== ======== <F03> See notes to condensed financial statements. TECHNOLOGY 80 INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) November 30, 1995 NOTE A - FINANCIAL INFORMATION The unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission; accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These interim financial statements should be read in conjunction with the financial statements and notes in the Company's 1995 Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. In the opinion of management, the financial statements reflect all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the interim periods. NOTE B - EARNINGS PER SHARE Earnings per share is based upon the number of weighted average common shares outstanding of 1,726,161 for the quarter ended November 30, 1995 and 1,642,598 for the quarter ended November 30, 1994. Item 2: Management's Discussion and Analysis Results of Operations Revenues for the first quarter ended November 30, 1995 increased 9% over the same period the preceding year. The revenue increase for the three months ended November 30, 1995 was due to an increase in sales volume of 13% in the industrial control systems product line over the same period the prior year. Gross profit percentages for the three months ended November 30, 1995 was 60% compared to 65% for the three months ended November 30, 1994. The decrease is primarily due to meeting the demands of a more competitive market and cost increases. Operating expenses as a percentage of sales was 50% for the three months ended November 30, 1995 compared to 45% for the same period the prior year. The increase is primarily due to increasing engineering and marketing staff. Other income increased $19,045 for the quarter ended November 30, 1995 from the same period the preceding year. The increase was primarily due to increased investment income. Net income was $90,602 and $125,433 for the quarter ended November 30, 1995 and November 30, 1994 respectively. This represents a 28% decrease. Liquidity and Capital Resources Registrant's balance sheet shows a strong capital position. Operations used $32,669 in cash. Cash and cash equivalents decreased $226,092 since August 31, 1995. The company used $193,768 to purchase investments since August 31, 1995. Registrant expects that there will be sufficient capital to fund its operations during fiscal year 1996. Registrant has no debt and does not anticipate, at this time, that it will be necessary to seek any debt financing in the near future for ongoing operations, but may consider some type of financing for other purposes. Part II - Other Information Item 1: Legal Proceedings None. Item 2: Changes in Securities None. Item 3: Defaults Upon Senior Securities None. Item 4: Submission of Matters to a Vote of Security Holders None. Item 5: Other Information None. Item 6: Exhibits and Reports on Form 8-K a. Exhibits Exhibit 27. Financial Data Schedule. b. Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Technology 80, Inc. Registrant January 12, 1996 Duane Markus Date Duane Markus President, CEO