United States 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, 2001 [ ] TRANSITON REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_______________ to __________________ Commission File Number: 0-11883 TELEBYTE, INC. (Exact name of small business issuer as specified in its charter) Delaware 11-2510138 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 270 Pulaski Road, Greenlawn, New York 11740 (Address of principal executive offices) (631) 423-3232 (Issuer's telephone number) (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 ---- ---- As of May 15, 2001, there were outstanding 1,253,631 shares of Common Stock, $.01 par value. Transitional Small Business Disclosure Format (check one); Yes No X ---- ---- TELEBYTE, INC. & SUBSIDIARY INDEX Part I Financial Information Item 1. Consolidated Financial Statements Consolidated Balance Sheet March 31, 2001 (Unaudited) Consolidated Statements of Earnings Three months ended March 31, 2001 and 2000 (Unaudited) Consolidated Statement of Shareholders' Equity Three months ended March 31, 2001 (Unaudited) Consolidated Statements of Cash Flows Three months ended March 31, 2001 and 2000 (Unaudited) Notes to Condensed Consolidated Financial Statements (Unaudited) Item 2. Management's Discussion and Analysis or Plan of Operation Part II Other Information Part I Financial Information Item 1. Financial Statements TELEBYTE, INC. & SUBSIDIARY CONSOLIDATED BALANCE SHEET MARCH 31, 2001 (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 44,085 Accounts receivable, less allowance for doubtful accounts of $14,000 779,286 Inventory 2,407,367 Prepaid expenses 106,607 Deferred income taxes 193,000 ---------- TOTAL CURRENT ASSETS 3,530,345 PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation and amortization 1,205,421 OTHER ASSETS 210,675 ---------- $4,946,441 ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 437,778 Accrued expenses 237,859 Income taxes payable 70,300 Borrowings under line-of-credit 93,165 Current maturities of long-term debt 81,811 ---------- TOTAL CURRENT LIABILITIES 920,913 LONG-TERM DEBT, less current maturities 711,541 DEFERRED INCOME TAXES 215,000 SHAREHOLDERS' EQUITY Common stock - $.01 par value; 9,000,000 shares authorized; 1,253,631 shares issued and outstanding 12,536 Capital in excess of par value 1,781,672 Retained earnings 1,304,779 ---------- 3,098,987 ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $4,946,441 ========== The accompanying notes are an integral part of this financial statement. TELEBYTE, INC. & SUBSIDIARY CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) Three Months ended March 31, --------------- 2001 2000 ---- ---- NET SALES $ 1,679,232 $ 1,711,620 COST OF SALES 790,025 833,513 ----------- ----------- GROSS PROFIT 889,207 878,107 ----------- ----------- OPERATING EXPENSES Selling, general and administrative 600,483 464,066 Research and development 140,204 131,811 ----------- ----------- 740,687 595,877 ----------- ----------- Operating Income 148,520 282,230 ----------- ----------- OTHER INCOME (EXPENSE) Other income 78,800 -- Rental income 12,049 12,049 Interest income 5,057 4,815 Interest expense (19,268) (26,636) ----------- ----------- Earnings before income taxes 225,158 272,458 Provision for income taxes 87,500 105,500 ----------- ----------- NET EARNINGS $ 137,658 $ 166,958 =========== =========== Earnings per common share: Basic $ 0.11 $ 0.13 =========== =========== Diluted $ 0.09 $ 0.10 =========== =========== Shares used in computing earnings per common share: Basic 1,253,631 1,249,909 =========== =========== Diluted 1,515,531 1,636,518 =========== =========== The accompanying notes are an integral part of these financial statements. TELEBYTE, INC. & SUBSIDIARY CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY THREE MONTHS ENDED MARCH 31, 2001 (Unaudited) Number of Capital in shares Common excess of Retained issued stock par value earnings Total --------- ------ --------- -------- ----- Balance at January 1, 2001 1,253,631 $ 12,536 $1,781,672 $1,167,121 $2,961,329 Net earnings 137,658 137,658 --------- ---------- ---------- ---------- ---------- Balance at March 31, 2001 1,253,631 $ 12,536 $1,781,672 $1,304,779 $3,098,987 ========= ========== ========== ========== ========== The accompanying notes are in integral pat of his finanacial statement. TELEBYTE, INC. & SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months ended March 31, 2001 2000 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 137,658 $ 166,958 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 57,669 62,069 Decrease (increase) in operating assets: Accounts receivable (2,618) (51,870) Inventories (732,674) 83,120 Prepaid expenses and other 16,975 3,351 Increase (decrease) in operating liabilities: Accounts payable 122,839 86,179 Accrued expenses and taxes 185 (129,632) ------- ------- Net cash (used in) provided by operating activities (399,966) 220,175 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (59,827) (42,251) Purchase of intangibles -- (110,000) ------- ------- Net cash used in investing activities (59,827) (152,251) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Principal payments under mortgage obligation (17,990) (14,602) Net (payments) borrowings under debt obligations (5,000) 4,905 Net borrowings under line-of-credit 93,165 -- Proceeds from exercise of stock options -- -- ------- ------- Net cash provided by (used in) investing activities 70,175 (9,697) ------- ------- Net (decrease) increase in cash and cash equivalents (389,618) 58,227 Cash and cash equivalents at beginning of period 433,703 370,527 ------- ------- Cash and cash equivalents at end of period $ 44,085 $ 428,754 ======= ======= Non cash financing activities Issuance of common stock and note payable for purchase of intangibles $ 60,825 The accompanying notes are an integral part of these financial statements TELEBYTE, INC. & SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of March 31, 2001, the consolidated statement of earnings, stockholders' equity and cash flows for the three-month period then ended have been prepared by us without audit. In the opinion of management, all adjustments (which include only normal recurring accrual adjustments) necessary to present, fairly, the financial position, results of operations and cash flows at March 31, 2001 have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2000. The results of operations for the period ended March 31, 2001 are not necessarily indicative of the operating results for the full year. 2. EARNINGS PER SHARE The number of shares used in the Company's basic and diluted earnings per share computations are as follows: Three months ended March 31, 2001 2000 ---------- ---------- Weighted average common shares outstanding for basic earnings per share 1,253,631 1,249,909 Common stock equivalents for stock options 261,900 386,609 --------- --------- Weighted average common shares outstanding for diluted earnings per share 1,515,531 1,636,518 --------- --------- Excluded from the calculation of diluted earnings per share for the three months ended March 31, 2001 are 28,500 options to purchase the Company's common stock, as their inclusion would be anti-dilutive. 3. BUSINESS SEGMENTS The Company has two reportable segments: Telebyte is a manufacturer of technology products and Nextday.com distributes products through e-commerce. The Company's chief operating decision maker utilizes net sales and net earnings (loss) information in assessing performance and making overall operating decisions and resource allocations. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies as set forth in the December 31, 2000 Annual Report on Form 10-KSB. Information about the Company's segments for periods ended March 31, 2001 and 2000 are as follows: Three Months ended March 31, 2001 2000 ---- ---- Net sales from external customers Telebyte $ 1,664,325 $ 1,668,138 Nextday.com 14,907 43,482 ----------- ----------- $ 1,679,232 $ 1,711,620 =========== =========== Intersegment net sales Telebyte $ 294,173 $ 21,967 Nextday.com -- -- ----------- ----------- $ 294,173 $ 21,967 =========== =========== Operating profit (loss) Telebyte $ 220,108 $ 384,430 Nextday.com (71,588) (102,200) ----------- ----------- $ 148,520 $ 282,230 =========== =========== Identifiable assets Telebyte $ 4,591,343 $ 4,236,361 Nextday.com 355,098 237,051 ----------- ----------- $ 4,946,441 $ 4,473,412 =========== =========== Item 2. Management's Discussion and Analysis or Plan of Operation. When used herein, the words "believe," "anticipate," "think," "intend," "will be," "expect" and similar expressions identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not guarantees of future performance and involve certain risks and uncertainties discussed herein and under the caption "Risk Factors" in our Annual Report on Form 10-KSB for the year ended December 31, 2000, which could cause actual results to differ materially from those in the forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date hereof. Readers are also urged carefully to review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including, without limitation, the disclosures made under the caption "Management's Discussion and Analysis or Plan of Operation." All references to a fiscal year are to our fiscal year, which ends December 31. RESULTS OF OPERATIONS Sales during the first quarter ended March 31, 2001 decreased 2% to $1,679,232 compared to sales of $1,711,620 for the same period in 2000. The decrease in sales was primarily due to a decrease in overall sales of our Datacom products of $262,670, offset by an increase of $234,425 in overall sales of our Broadband products. Cost of sales for the first quarter of $790,025 (or 47.0% of sales) decreased from $833,513 (or 48.7% of sales) during the same period in 2000. The increase in our profit margin percentage was primarily a function of product mix. Selling, general and administrative expenses for the first quarter of $600,483 increased by $136,417 from $464,066 during the first quarter of 2000. The increase was due primarily to costs associated with the new sales and marketing office for the Broadband division located in Duluth, Georgia. During the first quarter, the Company continued to implement its strategy to "e-business enable" the entire organization on a common platform. Nextday.com was successfully launched on the new platform late during the first quarter, and Telebyte expects to launch during the second half of 2001. Research and development expenses for the first quarter of $140,204 increased slightly, compared to $131,811 during the same quarter in 2000. During the first quarter the Company completed development of a smart RS-232 to RS-485 converter for Brooks Automation. The Company continued to expand the fiber optic product line with a new fiber optic line driver designed for DB9 applications and a new multi-interface converter, also for DB9 applications. The Company introduced two additional local loop modules (3.8km and 6.3km) for its Model 458 multi-channel line simulator that accurately represents ITU 0.4mm (paper insulation) cable characteristics per ITU standard G.996.1. These new modules are primarily marketed to Japanese xDSL modem manufacturers. Interest income increased to $5,057 during the first quarter of 2001 from $4,815 for the same period in 2000. During the first quarter of 2001, the Company had rental income of $12,049, which was comparable with the first quarter of 2000. During the first quarter of 2001, the Company had other income totaling $78,800, which represented a settlement the Company received from a service provider that breached an agreement. The effective tax rate in first quarter of 2001 was 38.9%, compared with 38.7% in the same quarter of 2000. The net earnings of $137,658, or $.09 diluted per share, for the first quarter of 2001 decreased 17.5% compared to net earnings of $166,958, or $.10 diluted per share, in the same quarter of 2000. The decrease in profitability is due primarily to the decrease in sales and the increase in selling, general and administrative expenses during the first quarter of 2001. LIQUIDITY AND CAPITAL RESOURCES Net cash used by operating activities for the three months ended March 31, 2001 was $399,966 compared to net cash provided of $220,175 in the same period of 2000. This change is due primarily to an increase in inventory for broadband test equipment. Working capital increased as of March 31, 2001 by $117,539 to $2,609,432, compared with $2,491,893 from December 31, 2000. The current ratio as of March 31, 2001 decreased to 3.83:1 compared to 4.5:1 as of December 31, 2000. We have an agreement with a financial institution (the "Agreement"), expiring May 31, 2001, which provides us with a line of credit of up to $500,000 based on our eligible accounts receivable, purchased components and materials and finished goods inventories, as defined in the Agreement. Further, the Agreement contains certain financial covenants, which require us to maintain a minimum level of tangible net worth and places limitations on the ratio of our total debt to our tangible net worth, as defined in the Agreement. Borrowings under the line of credit bear interest at the bank's specified prime rate plus .75%. Net borrowings under this line of credit totaled $93,165 at March 31, 2001. In January 1999, we secured an additional reducing revolving line of credit from the same institution that provides for initial borrowings up to a maximum of $1,000,000. Availability under the reducing revolving line of credit decreases by approximately $11,900 per month and the line expires January 2006. Availability under this line at March 31, 2001 was approximately $690,000. Borrowings under this loan agreement bear interest at the 30-Day Commercial Paper Rate plus 2.90%. There was no outstanding indebtedness under the line of credit as of March 31, 2001. We believe that cash generated by our future operations, current cash and cash equivalents, and the line of credit should supply the cash resources to meet our cash needs for at least the next 12 months. 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 Not applicable. Item 5. Other Information Not applicable. Item 6. Exhibits and Reports on Form 8-K None 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. TELEBYTE, INC. By: /s/ --------------------------------- Kenneth S. Schneider Chairman of the Board (Principal Executive Officer) By: /s/ --------------------------------- Michael Breneisen, President (Principal Financial and Accounting Officer) Date: May 15, 2001