SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 10-QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2000 or [_] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____________ to ____________ Commission File Number 000-27592 ------------------------- TECH LABORATORIES, INC. (Exact name of registrant as specified in its charter) New Jersey 22-1436279 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 955 Belmont Avenue North Haledon, NJ 07508 (Address of Registrant's (Zip Code) principal executive office) Registrant's telephone number, including area code: (973) 427-5333 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [_] The number of shares of Common Stock, par value $.01 per share, outstanding as of May 12, 2000: 3,944,039 Tech Laboratories, Inc. FORM 10-Q Table of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements............................................... 1 Balance Sheets as of March 31, 1999 And 2000 (unaudited)............................................... 1 Statements of Operations --For the Three Months Ended March 31,1999 and 2000 (unaudited)......................... 3 Statements of Cash Flows -- For the Three Months Ended March 31,1999 and 2000 (unaudited).................. 4 Notes to Consolidated Financial Statements......................... 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................ 7 Signatures......................................................... 8 -i- PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS TECH LABORATORIES, INC. BALANCE SHEET MARCH 31, 1999 AND 2000 (UN-AUDITED) ASSETS 1999 2000 ---------- ---------- Current Assets: Cash $ 666,850 $ 88,602 Marketable Securities, at the Lower of Cost or Market 56,693 61,453 Accounts Recievable, net of Allowance for Doubtful Accounts of $10,000 91,245 251,539 Investment 500,000 0 Inventories 373,817 851,126 Prepaid Expenses 3,357 4,055 ---------- --------- Total Current Assets $1,691,962 $1,256,775 ---------- --------- Property, Plant and Equipment, at Cost Leasehold Improvements 2,247 2,247 Machinery, Equipment and Instruments 230,137 379,815 Furniture and Fixtures 67,425 75,899 ---------- ---------- Total Property, Plant & Equipment $ 299,809 457,961 Less: Accumulated Depreciation & Amortz 299,162 314,162 ---------- ---------- Net, Property, Plant and Equipment $ 647 143,799 ---------- ---------- Other Assets - Including SB-2 Escrow Deposits $ 11,540 $ 935,301 ---------- ---------- Total Assets $1,704,149 $2,335,875 ---------- ---------- The accompanying notes are an integral part of these financial statements. - 1 - TECH LABORATORIES, INC. BALANCE SHEET MARCH 31, 1999 AND 2000 (UN-AUDITED) LIABILITIES AND STOCKHOLDERS' INVESTMENTS 1999 2000 ----------- ----------- Current Liabilities: Current Portion of L.T. Debt $ 32,742 $ 27,727 Short-Term Loans Payable 43,373 243,373 Accounts Payable 87,092 260,277 Other Liabilities 36,600 32,933 SB-2 Subscribers' Liability -0- 923,761 ----------- ----------- Total Current Liabilities $ 199,807 $ 1,488,471 =========== =========== Stockholders; Investment: Common Stock $.01 Par Value; 5,000,000 Shares Authorized; 3,650,660 Issued $ 29,604 36,507 Less: 11,316 Shares Reacquired and Held in Treasury (113) (113) ----------- ----------- $ 29,491 $ 36,394 Common Stock Subscribed 0 75,000 Capital Contributed in Excess of Par Value 1,995,264 1,816,316 Retained Earnings/ (Accum. Deficit) (520,413) (1,080,306) ----------- ----------- $ 1,504,342 $ 847,704 ----------- ----------- Total Liabilities and Stockholders' Equity $ 1,704,149 $ 2,335,875 ----------- ----------- The accompanying notes are an integral part of these financial statements. - 2 - TECH LABORATORIES, INC. STATEMENT OF OPERATIONS MARCH 31, 1999 AND 2000 (UN-AUDITED) 1999 2000 ----------- ----------- Sales $ 77,649 $ 319,243 ----------- ----------- Costs and Expenses: Cost of Sales 52,025 140,622 Selling, General and Administrative Expenses 70,561 128,522 ----------- ----------- 122,586 269,144 ----------- ----------- Income/(loss) from Operations ($ 44,937) $ 50,099 ----------- ----------- Other Income (Expenses): -0- -0- Income/ (Loss) Before Income Taxes ($ 44,937) 50,099 Provision for Income Taxes 0 0 ----------- ----------- Net Income/ (Loss) ($ 44,937) 50,099 Retained Earnings/(Accum. Deficit,) Beg. Yr (475,576) (1,130,405) ----------- ----------- Retained Earnings/(Accum. Deficit), End. Yr ($ 520,413) (1,080,306) Income/ (Loss) Per Share ($ 0.03) $ 0.01 The accompanying notes are an integral part of these financial statements. - 3 - TECH LABORATORIES, INC. STATEMENTS OF CASH FLOW MARCH 31, 1999 AND 2000 (UN-AUDITED) Cash Flow From (for) 1999 2000 --------- --------- Operating Activities: Net Income/ (Loss) From Operations $ (44,937) $ 50,099 ADD/(Deduct) Items Not Affecting Cash: Depreciation -0- -0- Amortization -0- -0- Changes in Operating Assets and Liabilities: Accounts Receivable 52,217 (193,842) Inventories (103,699) (34,423) Prepaid Expenses -0- -0- Accounts Payable and Accrued Expenses 44,937 (68) Other Assets/Liabilities -0- 28,911 Net Cash Flow from (for) -------- -------- Operating Activities (51,482) (149,323) -------- -------- Cash Flows From (For) Investing Activities (500,000) -0- Cash Flows From (For) Financing Activities: Issuance of Common Stock 685,552 -0- Common Stock Subscriptions -0- 75,000 --------- --------- Net Cash Flow From (For) Finnancing Activities 685,552 75,000 --------- --------- Net Increase/(Decrease) in Cash 134,070 (74,323) Cash Balance Beginning of Year 532,780 162,925 --------- --------- Cash Balance End of First Quarter 666,850 88,602 --------- --------- The accompanying notes are an integral part of these financial statements. - 4 - TECH LABORATORIES, INC. NOTES TO FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2000 (UNAUDITED) (1) Summary of Significant Accounting Policies CASH - Includes Tech Labs's checking account at Hudson United Bank. There are no Cash Equivalents. ACCOUNTS RECEIVABLE - Tech Labs recognizes sales when orders are shipped to customers. The allowance for bad debts is accrued based on a review of customer accounts receivables aging. INVENTORIES - Inventories are valued at cost or market, whichever is lower. The FIFO cost method is generally used to determine the cost of the inventories. At December 31, 1997, 1998 and 1999 physical inventories were taken and tested. No physical inventory was taken on 3/31/00. PROPERTY AND DEPRECIATION - Additions to property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: ASSETS ESTIMATED USEFUL LIVES Machinery 5 to 7 years Furniture & Fixtures 5 to 7 years Maintenance and repairs are charged to expense as incurred. The cost of betterments is capitalized and depreciated at appropriate rates. Upon retirement or other disposition of property items, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statement of income. INCOME TAXES - Income tax expense is based on reported income and deferred tax credit is provided for temporary differences between book and taxable income. MARKETABLE SECURITIES - The marketable securities are recorded at the lower of cost or market. The cost of securities was $61,453 at December 31, 1999 and March 31, 2000. (2) Inventories: Inventories at December 31, 1999, and March 31, 2000 were as follows: 1999 March 31, 2000 -------- -------------- Raw Materials & Finished Components $715,438 $ 718,386 Work in Process & Finished Goods 107,265 132,740 -------- -------------- $816,703 $ 851,126 -------- -------------- (3) Income/(loss) Per Share: Income/(loss) per share was calculated on the weighted average number of shares outstanding. As of March 31, 2000, weighted average shares outstanding were 3,650,660. - 5 - (4) Income Taxes: Since the company has a operating loss carry forward of $1,873,936 as of December 31, 1999, no interperiod tax allocation was made. (5) Current Portion of Long-Term Debt: Loans payable to banks were as follows for the years indicated: CURRENT NON-CURRENT YEAR ENDED PAYEE INTEREST RATE AMOUNT AMOUNT - -------------- ----- ------------- ------ ------ 1999 Hudson United Bank Prime +1.5% $28,559 -- March 31, 2000 Hudson United Bank Prime +1.5% $27,727 -- Certain marketable securities are pledged as collateral on the above loan. (6) Short-Term Loans Payable Demand loans payable include loans from stockholders, officers, members of the Board of Directors and third parties. The outstanding loan balances due as of December 31, 1999 and March 31, 2000 was $243,373. The annual interest rate for these loans ranged between six (6%) percent and ten (10%) percent. One loan in the principal amount of $11,500 together with accrued interest of $4,294 at December 31, 1999 is secured by the assets of Tech Labs. In October of 1999, three short-term loans for a total of $200,000 at (10%) ten percent annual interest were completed. Certain contractural revenues were pledged to secure this loan. (7) Common Stock In 1999, Tech Labs began an SB-2 public offering to raise between $2,000,000 (minimum) and $3,500,000 (maximum). This offering was completed on May 3, 2000 and a total of $2,273,723 was raised. - 6 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The information contained in this section should be used in conjunction with the consolidated Financial Statements and Notes therewith appearing in this report Form 10QSB and the Company's Annual Report for the year ended December 31, 1999. Quarter ending March 31,2000, Compared to Quarter Ending March 31, 1999 Sales were $319,243 for the first quarter of 2000 as compared to $77,649 for the similar period of 1999. This increase was due to sales of our DynaTraX (TM) products, acquired from Nordex/CDT in April, 1999. DynaTraX sales represent fifty percent (50%) of the first quarter sales in the year 2000. Cost of sales of $140,622 for the first quarter of the year 2000 has been increased by $88,597 compared to the same period of 1999, primarily due to volume increases. Selling, general, and administrative expenses increased by $57,961 compared to the same period in 1999 due to expenses incurred to support our higher sales levels plus stock related expenses incurred to support the Company's SB-2 public offering. Income from operations of $50,099 increased by $95,036 compared to a loss of ($44,937) for the prior period as a direct result of increased sales. Quarter Ending March 31, 2000, Compared to Year Ending December 31, 1999. SIGNIFICANT CHANGES In the first quarter of the year 2000, the Company reversed several negative trends. Sales trends improved substantially due to the full integration of the DynaTraX product line into the Company's sales and marketing efforts. Cash Flow for the first quarter of 2000 was negative ($74,323) as a result of Working Capital increases caused by higher sales. SUBSEQUENT EVENTS: On May 3, 2000, the Company successfully completed its SB-2 public offering and raised $2,273,723. The effect of this offering on the Company's financial position will be included in the second quarter of the year 2000. As of March 31, 2000, $913,761 was escrowed awaiting the completion of the offering. - 7 - TECH LABORATORIES, INC. 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 thereunto duly authorized. TECH LABORATORIES, INC. Date: May 15, 2000 By: /s/ Bernard M. Ciongoli ----------------------- Bernard Ciongoli Chief Financial Officer (Principal Financial Officer and Chief Accounting Officer) - 8 -