FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Quarterly Report Under Section 13 of 15(d) of the Securities Exchange Act of 1934 For quarter ended June 30, 1997 Commission File Number 0-16397 ------- Applied Spectrum Technologies, Inc. ------------------------------------ (Exact name of registrant as specified in its charter) Minnesota 41-1419457 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification Number) P.O. Box 26707, St. Louis Park, Minnesota 55426 - -------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code_________________612/947-0714 Not Applicable -------------- (Former name, former address and former fiscal year, if changed from last report) 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 registrant's Common Stock, par value $.01 per share, outstanding as of July 31, 1997, was 2,953,941. ---------- 1 APPLIED SPECTRUM TECHNOLOGIES, INC. INDEX PAGE ---- Part I. Financial Information ITEM 1. FINANCIAL STATEMENTS (Unaudited) Condensed Statements of Operations for the 3 three and nine months ended June 30, 1997 and 1996 Condensed Balance Sheets of June 30, 1997 4 and September 30, 1996 Condensed Statements of Cash Flows for the 5 nine months ended June 30, 1997 and 1996 Notes to Condensed Financial Statements - 6 June 30, 1997 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 7 FINANCIAL CONDITION AND RESULTS OF OPERATIONS Part II. Other Information 8 Signature 9 2 Part 1. Financial Information APPLIED SPECTRUM TECHNOLOGIES,INC CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30, JUNE 30, -------------------- ------------------- 1997 1996 1997 1996 ---- ---- ---- ---- REVENUES Net sales $1,000 $1,000 $5,000 $3,000 Sublicensing revenues - 10,000 8,000 43,000 --------- --------- --------- --------- Total revenues 1,000 11,000 13,000 46,000 Cost of product sold - - - - --------- --------- --------- --------- Gross profit 1,000 11,000 13,000 46,000 General and administrative expense 4,000 9,000 16,000 35,000 --------- --------- --------- --------- Operating loss (3,000) 2,000 (3,000) 11,000 Interest expense - - - - Interest income 1,000 2,000 3,000 5,000 Other income (expense) - - 75,000 - --------- --------- --------- --------- Net profit (loss) ($2,000) $4,000 $75,000 $16,000 --------- --------- --------- --------- --------- --------- --------- --------- Net profit (loss) per share ($0.00) $0.00 $0.03 $0.01 --------- --------- --------- --------- --------- --------- --------- --------- Weighted average number of shares outstanding 2,953,941 2,953,941 2,953,941 2,953,941 See notes to condensed financial statements 3 APPLIED SPECTRUM TECHNOLOGIES,INC CONDENSED BALANCE SHEETS (UNAUDITED) JUNE 30, SEPTEMBER 30, 1997 1996 ----------- ----------- ASSETS CURRENT ASSETS Cash $ 314,000 $ 308,000 Other 1,000 - ----------- ----------- Total current assets 315,000 308,000 PROPERTY AND EQUIPMENT Equipment at fair market value 1,000 1,000 ----------- ----------- $ 316,000 $ 309,000 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 14,000 $ 14,000 Employee compensation and taxes withheld - - Reserve for warranty costs - 75,000 Accrued severance costs 62,000 62,000 Other accrued expenses 8,000 2,000 ----------- ----------- Total current liabilities 84,000 153,000 SHAREHOLDERS' EQUITY Common Stock,par value $.01 per share authorized 10,000,000 shares, issued and outstanding 2,953,941 30,000 30,000 Additional paid-in-capital 16,274,000 16,274,000 Accumulated deficit (16,072,000) (16,148,000) ----------- ----------- 232,000 156,000 ----------- ----------- $ 316,000 $ 309,000 ----------- ----------- ----------- ----------- See notes to condensed financial statements 4 APPLIED SPECTRUM TECHNOLOGIES,INC CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED JUNE 30, ------------------------ 1997 1996 ---- ---- OPERATING ACTIVITIES Cash flow from (used in) operations $75,000 $16,000 Net cash flow from (used for) working capital (73,000) (7,000) --------- --------- Net cash from (used for) operating activities 2,000 9,000 INVESTING ACTIVITIES - - --------- --------- Net cash from investing activities - - FINANCING ACTIVITIES - - --------- --------- Net cash from financing activities - - --------- --------- INCREASE (DECREASE) IN CASH 2,000 9,000 Cash beginning of period 308,000 293,000 --------- --------- CASH END OF PERIOD $310,000 $302,000 --------- --------- --------- --------- See notes to condensed financial statements 5 APPLIED SPECTRUM TECHNOLOGIES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION All dollar amounts, except net loss per share, in the attached financial statements have been rounded to the nearest $1,000. The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. 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 of normal recurring accruals) considered necessary for a fair presentation have been included. Based on the Company's adopted "Plan of Dissolution" the condensed financial statements which are unaudited have been prepared on a dissolution basis. Assets have been recorded at estimated fair market value. Liabilities have been recorded in the normal course of business. Operating results for the nine months ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending September 30, 1997. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 1996. NOTE B - WEIGHTED AVERAGE SHARES Weighted average number of shares includes shares of common stock outstanding during the period. Outstanding stock options and warrants are not included in the loss per share calculations as they are considered anti-dilutive. NOTE C - SIGNIFICANT EVENTS At a Special Shareholders' Meeting on November 30, 1993, the Shareholders approved the Plan of Dissolution. Following the Shareholder approval the Company finalized its Agreement with HT Communications, Inc. for the sale of assets. Payments on the asset sales have been made over a period from December 1993 to August 1995. The Company continued to collect royalties from one technology licensing agreement through January 1997. NOTE D - OWNERSHIP On January 20, 1995, Norwood Venture Corp. (Norwood) the Company's major shareholder exercised warrants to 957,877 shares of common stock at a price of $.01 per share. Following the exercise, Norwood owns 2,282,564 shares or 77.27% of the Company. 6 APPLIED SPECTRUM TECHNOLOGIES, INC. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All amounts in the following discussion have been rounded to the nearest $1,000. GENERAL The Company is operating under a Plan of Dissolution as approved by its Board of Directors and its Shareholders. OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1997 Revenues Under the Company's Plan of Dissolution the sale of assets have not been recognized as revenue. Revenues for fiscal 1997 consisted of $1,000 and $5,000 respectively of equipment leases and $0 and $8,000 respectively of sublicensing fees. Revenues from sublicensing fees during the first nine months, decreased $35,000 from fiscal 1996 primarily because of the Company's Agreement with HT Communications, Inc. which expired in January 1997. EXPENSES The Company has ceased selling and research activities and all engineering, administration and operating expenses have been charged to General and Administrative Expense. General and Administrative expenses of $4,000 in fiscal 1997 were $19,000 less than 1996 as a result of the continuing implementation of the dissolution plan. INTEREST INCOME Interest income of $3,000 in fiscal 1997 and $5,000 in fiscal 1996 is earned on cash investments. Other Income Other Income of $75,000 in 1997 results from an unneeded reserve for warranty costs being reversed when the HT Communications, Inc licensing agreement expired in January 1997. CAPITAL RESOURCES AND LIQUIDITY The implementation of the Dissolution Plan has resulted in a reduction of liabilities of $471,000 since the implementation in fiscal 1994. As of March 31, 1997, the Company had cash of $314,000 and booked liabilities of $84,000. 7 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K None 8 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the period ended June 30, 1997, to be signed on its behalf by the undersigned thereunto duly authorized. APPLIED SPECTRUM TECHNOLOGIES, INC. Date: August 27, 1997 Edward F. Mackay --------------------- Chief Financial Officer and Chief Executive Officer /S/Edward F. Mackay ------------------- Signature 9