1
U.S. 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 July 31, 2000
[ ] 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: 0-12646
ANGSTROM TECHNOLOGIES, INC.
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(Name of small business issuer in its charter)
Delaware 31-1065353
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1895 Airport Exchange Boulevard, Erlanger, Kentucky 41018
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(Address of principal executive offices, including zip code)
(606) 282-0020
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(Issuer's telephone number)
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 January 31, 2000, 23,794,598 shares of common stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format: Yes No X
--- ---
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INDEX
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PART I. Financial Information Page No.
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Item 1. Financial Statements
Balance Sheets 2-3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6-8
Item 2. Management's discussion and Analysis
of Financial Condition and Results of
Operations 9-10
PART II. Other Information
-----------------
Item 6. Exhibits 11
SIGNATURES 12
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ANGSTROM TECHNOLOGIES, INC.
BALANCE SHEETS
JULY 31, OCT. 31,
-------- --------
2000 1999
---- ----
(UNAUDITED) (NOTE)
ASSETS
Current assets:
Cash and cash equivalents $ 451,999 $ 456,857
Short-term investments 534,296 511,346
Accounts receivable (no allowance necessary) 117,992 59,287
Inventories:
Finished goods 103,930 108,628
Work in process 2,259 6,097
Raw materials and parts 671,019 650,086
---------- ----------
777,208 764,811
Prepaid expenses 17,882 13,981
---------- ----------
Total current assets 1,899,377 1,806,282
Furniture and equipment, at cost 185,158 178,722
Less: accumulated depreciation 170,346 162,864
---------- ----------
Net furniture and equipment 14,812 15,858
Patents, less accumulated amortization of $32,620 147,135 141,310
---------- ----------
Total assets $2,061,324 $1,963,450
========== ==========
NOTE: The balance sheet at October 31, 1999 has been derived from the audited
financial statements at that date, but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. See accompanying notes.
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ANGSTROM TECHNOLOGIES, INC.
BALANCE SHEETS (CONTINUED)
JULY 31, OCT. 31,
2000 1999
--------- --------
(Unaudited) (Note)
LIABILITIES AND CAPITAL
Current liabilities:
Accounts payable $ 21,155 $ 20,636
Accrued liabilities 70,963 52,847
Customer deposits - 27,535
Long-term debt due within one year - 5,911
------------ -----------
Total current liabilities 92,118 106,929
Capital:
Preferred stock, $.01 par value; 5,000,000 shares
authorized, 1,266,120 issued and outstanding
(liquidation preference of $2.00 per share) 2,082,398 2,082,398
Common stock, $.01 par value; 45,000,000
shares authorized, 23,794,598 shares issued
and outstanding 237,946 237,946
Additional paid in capital 5,110,165 5,110,165
Accumulated deficit (5,461,303) (5,573,988)
------------ -----------
Net capital 1,969,206 1,856,521
------------ -----------
Total liabilities and capital $ 2,061,324 $ 1,963,450
============ ===========
NOTE: The balance sheet at October 31, 1999 has been derived from the audited
financial statements at that date, but does not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. See accompanying notes.
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ANGSTROM TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------- -------------------------------
JULY 31, JULY 31, JULY 31, JULY 31,
-------- -------- -------- --------
2000 1999 2000 1999
------------ ------------ ------------ ------------
Net sales $ 262,369 $ 131,146 $ 987,812 $ 699,743
Cost of sales 155,741 142,441 361,405 352,352
------------ ------------ ------------ ------------
Gross profit (loss) 106,628 (11,295) 626,407 347,391
Selling, general and
administrative expenses 100,929 67,687 347,114 287,501
Research and development expense 70,692 34,278 205,892 130,886
------------ ------------ ------------ ------------
Operating income (loss) (64,993) (113,260) 73,401 (70,996)
Other income (expense):
Interest expense - (605) (89) (2,549)
Interest income 3,777 5,006 9,585 27,032
Dividend income 8,234 4,815 22,950 4,815
Other income 6,838 6,838
------------ ------------ ------------ ------------
18,849 9,216 39,284 29,298
------------ ------------ ------------ ------------
Net income (loss) (46,144) (104,044) 112,685 (41,698)
Less dividend requirement
on preferred stock (50,644) (41,656) (151,934) (143,806)
------------ ------------ ------------ ------------
Net income (loss) applicable
to common stock $ (96,788) $ (145,700) $ (39,249) $ (185,504)
Net income (loss) per
common share $ - $ (0.01) $ - $ (0.01)
============ ============ ============ ============
Weight average number
of shares outstanding 23,794,598 24,012,199 23,794,598 23,783,403
============ ============ ============ ============
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ANGSTROM TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
JULY 31, JULY 31, JULY 31, JULY 31,
-------- -------- -------- --------
2000 1999 2000 1999
-------- -------- -------- --------
OPERATING ACTIVITIES
Net income (loss) $ (46,144) $ (104,044) $ 112,685 $ (41,698)
Adjustment to reconcile net income to
net cash (used in) provided by
operating activities:
Depreciation and amortization 4,629 11,439 14,532 34,293
Changes in operating assets
and liabilities:
Accounts receivable 87,847 13,345 (58,705) 153,975
Inventory 34,210 79,967 (12,397) 53,070
Prepaid expenses (2,638) (7,392) (3,901) (67)
Accounts payable (9,367) (39,360) 519 (26,356)
Accrued liabilities 5,670 4,165 18,115 (20,352)
Customer deposits - - (27,534) -
----------- ---------- --------- ---------
Net cash (used in) provided by
operating activities 74,207 (41,880) 43,314 152,865
INVESTING ACTIVITIES
Purchases of furniture and equipment (2,095) - (6,436) (2,634)
Changes in short-term investments (8,235) (504,815) (22,950) (504,815)
Capitalization of parents (1,315) - (12,875) (8,759)
----------- ---------- --------- ---------
Net cash used in investing activities (11,645) (504,815) (42,261) (516,208)
FINANCING ACTIVITIES
Proceeds from stock options exercises - 5,625 - 5,625
Principal repayments of long-term debt - (8,395) (5,911) (24,451)
----------- ---------- --------- ---------
Net cash used in financing activities - (2,770) (5,911) (18,826)
----------- ---------- --------- ---------
Net increase (decrease) in cash 62,562 (549,465) (4,858) (382,169)
Cash and cash equivalents at
beginning of period 389,437 976,564 456,857 809,268
----------- ---------- --------- ---------
Cash and cash equivalents at
end of period $ 451,999 $ 427,099 $ 451,999 $ 427,099
=========== ========== ========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest $ - $ 605 $ 89 $ 2,549
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ANGSTROM TECHNOLOGIES, INC.
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NOTES TO FINANCIAL STATEMENTS
-----------------------------
(UNAUDITED)
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Note 1 The accompanying 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 of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating
results for the nine month period ended July 31, 2000 is not
necessarily indicative of the results that may be expected for the
year ended October 31, 2000. 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 October 31, 1999.
Note 2 In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement No. 128, "Earnings per Share." Statement No. 128
replaced the previously reported primary and fully diluted earnings
per share with basic and diluted earnings per share. Unlike primary
earnings per share, basic earnings per share exclude any dilutive
effects of stock options and convertible securities. Diluted earnings
per share is very similar to the previously reported fully diluted
earnings per share. All earnings per share amounts for all periods
have been presented, and where necessary, restated to conform to
Statement No. 128 requirements.
Note 3 The preferred stock issued December 22, 1993 provided for an annual
cumulative dividend to be paid on November 1st each year. Management
has determined that available funds would be more prudently utilized
in its ongoing research and development efforts and as a result no
accrual or payment of dividend will be made until such time as
sufficient cash flows are generated from operations. Management
intends to hold the dividend payable as of October 31, 1999
($1,126,772) and 1998 ($924,193), in arrears. No dividend was accrued
for the years ended October 31, 1999 and 1998. The amount that would
have been accrued at October 31, 1999 and 1998, if a dividend had been
recorded, would have been $202,579 and $207,077, respectively ($.16
per preferred stock share outstanding at November 1, 1999 and 1998).
No dividend has been accrued for the nine month period ended July 31,
2000. The amount that would have been accrued at July 31, 2000 and
1999, if a dividend had been recorded, would have been $ 151,934 and
$143,806 respectively.
Note 4 On December 3, 1993, the shareholders of the Company approved an
amendment to the Company's certificate of incorporation increasing the
authorized number of shares of common stock to 45,000,000 from
25,000,000, increasing the authorized number of preferred stock to
5,000,000 from 2,000,000 and reducing the par value of the preferred
stock to $.01 per share from $10.00 per share.
On December 22, 1993, the Company completed the issuance of 1,725,000
units of its securities through a public offering, resulting in net
proceeds of $2,838,454 after offering expenses. Each unit consists of
one share of the redeemable convertible preferred stock and one Class
A redeemable common stock purchase warrant. Each share of preferred
stock is convertible into four shares of the Company's common stock.
The Class A purchase warrant expired on December 12, 1998. There were
no preferred stock conversions for the nine months ended July 31,
2000. The preferred stock has a liquidation preference of $2.00 per
share, an aggregate of $2,532,240.
Note 5 Patents included in the other assets section of the balance sheet are
certain costs associated with patents, which are capitalized and
amortized over the shorter of their statutory lives or their estimated
useful lives using the straight-line method. The Company periodically
evaluates the recoverability of these assets in accordance with
Statement of Financial Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of (SFAS #121)."
In the opinion of management, inflation has not had a material effect
on the operations of the Company.
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ANGSTROM TECHNOLOGIES, INC.
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NOTES TO FINANCIAL STATEMENTS
-----------------------------
(UNAUDITED)
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Note 6 The computation of basic and diluted earnings (loss) per share is shown
below:
JULY 31, JULY 31,
2000 1999 2000 1999
------------ ------------ ------------ ------------
Numerator:
Net income (loss) $ (46,144) $ (104,044) $ 112,685 $ (41,698)
Preferred stock dividend requirement (50,644) (41,656) (151,934) (143,806)
------------ ------------ ------------ ------------
Numerator for basic earnings per
share - net income
(loss) applicable to common stock (96,788) (145,700) (39,249) (185,504)
Effects of dilutive securities - preferred
stock dividends and adjustments
resulting from assumed conversion - - - -
------------ ------------ ------------ ------------
Numerator for diluted earnings per
share - net income (loss) applicable to
common stock after assumed conversion $ (96,788) $ (145,700) $ (39,249) $ (185,504)
============ ============ ============ ============
Denominator:
Denominator for basic earnings per
share - weighted average shares
outstanding 23,794,598 24,012,199 23,794,598 23,783,403
Effect of dilutive securities:
Convertible preferred stock
Assumed issuance of stock under stock
option plans based on treasury
stock method 694,342 - 694,342
------------ ------------ ------------ ------------
Denominator for diluted earnings per share -
weighted average shares outstanding and
impact of dilutive securities 23,794,598 24,706,541 23,794,598 24,477,745
============ ============ ============ ============
Basic earnings (loss) per share $ (0.00) $ (0.01) $ (0.00) $ (0.01)
============ ============ ============ ============
Fully diluted earnings (loss)
per common share $ (0.00) $ (0.01) $ (0.00) $ (0.01)
============ ============ ============ ============
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ANGSTROM TECHNOLOGIES, INC.
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NOTES TO FINANCIAL STATEMENTS
-----------------------------
(UNAUDITED)
-----------
Note 6 (continued)
Securities that could potentially dilute basic earnings per share in
the future that were not included in the computation of diluted
earnings per share above because to do so would have been antidulitive
are as follows: convertible preferred stock (5,064,480 shares at July
31, 2000 and 1999, respectively).
Note 7 Earnings per common share are calculated based upon a weighted
average of shares outstanding after giving effect to the preferred
dividend requirements.
Note 8 The tax effects of the net operating loss carryforwards and temporary
differences that give rise to deferred income tax assets and a
corresponding valuation allowance at July 31, 2000 and October 31,
1999 are presented below:
July 31, October 31,
2000 2000
-------- -----------
Deferred tax assets:
Net operating loss 1,275,400 1,315,000
Other, net 12,500 11,200
----------- -----------
Total deferred tax assets 1,287,900 1,326,900
Less: valuation allowance (1,287,900) (1,326,900)
----------- -----------
Net deferred tax assets $ - $ -
=========== ===========
The company entered fiscal 2000 with cumulative net operating loss
carryforwards of approximately $3,300,000 for federal income tax
purposes, which expire in the years 2000 to 2019.
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SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING
STATEMENTS
Certain of the matters discussed under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" may constitute
forward-looking statements for purposes of the Security Act of 1933 and the
Security Exchange Act of 1934, as amended, and as such may involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. The words "expect," "estimate," "anticipate,"
"predict," "may," "should," "plan," and similar expressions are intended to
identify forward- looking statements. All written or oral forward-looking
statements attributable to the Company are expressly qualified as set forth
herein.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Gross revenue for the Quarter is $262,369 versus $131,146 for the same Quarter
last year and it represents a 100% increase over the same period a year ago. Net
loss before tax and dividend is $64,993 versus $113,260 representing an
improvement of 43%. A substantial increase in spending, on Marketing, R&D and
new product introductions caused 3Q FY2000 to be a non-profitable quarter. Nine
months ended for this fiscal year shows gross revenue of $987,812 versus
$699,743 a year ago representing an increase of 41%. Net income for the nine
months ended is $112,685 versus a loss of $41,698 a year ago. Gross profit
remains healthy.
We were disappointed to see slow quarter to quarter growth in comparison to the
previous quarters. The main factor was the softness in the Postal business,
particularly when compared to the last Quarter. Several new opportunities also
experienced postponement or delay. Because we fell short on achieving our
objectives, the Management has voluntarily reduced its commission pay by 50%.
This demonstrates our commitment to the Company and continued emphasis on the
importance of new products, markets, and customers. We believe our restructuring
direction is the right one. It will take time for the results to become
contributing factors to our bottom line as we re-invent ourselves and the new
business evolves.
On the positive side, we continue to experience overwhelming receptions for our
new products such as the Luminator(TM) and MoneyChecker(TM). We began shipments
of these new products towards the later part of the third Quarter. We are
aggressively seeking alignments with established distributors, major catalog
companies and Internet resellers in various market sectors for these new
products. The GlowHard(TM) products have also been experiencing excellent
receptions in the market place. In co-operation with our technical-
manufacturing partner, we have successfully signed up several distributors to
cover over half of the country. We expect to complete the distributorship for
national coverage in the
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coming Quarter and should also have more new products, including the
MoneyCheckers, Luminators and Authenticators, available for shipment. We will be
attending several trade shows in the coming Quarter including the Postal Forum
and the National Bowling Conference. We have been actively engaging in
negotiations for three major business partnerships. If we are eventually
successful, they should provide us substantial opportunities in new markets and
large new customer bases. We have been encouraged by the prospects of our new
products and opportunities although there is no guarantee that we will be
successful commercially in the end.
We continue to manage our general and administrative expenses attentively,
while substantially increase our spending in marketing, new product promotions
and R&D, mainly in MoneyChecker(TM) and Luminator(TM). We will also continue to
participate in joint promotions of GlowHard(TM) products with our distributors
and partner. Our cash, cash equivalent and short-term investment positions
remains steady at $986,295 and Account Receivable continues to be strong at
$117,992. Inventory has remained flat although we continue to face excessive
chemical inventory exposure due to the loss of a major customer last year. Over
all, we are pleased with our healthy balance sheet and we do not anticipate a
need to seek outside financial sources and expect to operate at least through
December 31, 2000, the end of the current calendar year, with the existing
funds at hand.
As indicated in Note 3 to these financial statements, no preferred dividend has
been accrued for the first nine months of fiscal 2000 since management has
determined to conserve available funds and maintain the Company's liquidity in
light of its needs to continue development and marketing expenditures.
On August 11, 2000, the Company was served with a copy of a lawsuit filed
against it by former chief executive officer, Daniel Marinello. The suit alleges
that Mr. Marinello is due certain monies based upon an employment agreement
entered into by the Company, Mr. Marinello, and current directors, Louis Liang
and William Ryan. The matter has been referred to the Company's General Counsel.
The Company strongly denies the claims of Mr. Marinello.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
None were filed in this quarter.
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.
ANGSTROM TECHNOLOGIES, INC.
By: /s/ Louis Liang
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Louis Liang, Interim Chief Executive
Officer
By: /s/ William Ryan
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William Ryan, Interim Chief Financial
Officer
Dated: September 11, 2000
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