SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For Quarter ended: June 30, 1999 Commission File Number: 0-13670 Teletrak Environmental Systems, Inc. Delaware 13-3187778 State or other jurisdiction of IRS Employer Incorporation or organization Identification No. 2 SUTTON RD WEBSTER, MA 01570 Tel: (508)-949-2430 Fax: (508) 949-2473 Indicate by check mark whether the Registrants (1) has filed all reports required to be filed by Section 13 of 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 |_| At June 30, 1999, there were 7,681,927 shares of the Company's common stock, par value $.001 per share, outstanding. PAGE 2 TELETRAK ENVIRONMENTAL SYSTEMS, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEET Unaudited Audited 6/30/99 12/31/98 ---------- ---------- ASSETS Current Assets: Cash 130,590 296,709 Accounts Receivable, less allowance for doubtful accounts 392,992 206,031 $ 30,000 and $ 30,000 respectively Inventory 474,911 365,098 Subscription Receivable 80,000 Other Current assets 40,588 50,752 ---------- ---------- Total Current Assets 1,039,081 998,590 ---------- ---------- Property and Equipment, net of accumulated depreciation 601,693 181,780 of $ 105,600 and $ 80,650 respectively Other Assets 1,402 1,000 ---------- ---------- TOTAL ASSETS 1,642,176 1,181,370 ========== ========== LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Notes Payable 383,092 250,000 Current Portion of Long term debts 50,152 61,906 Accounts Payable and accrued expenses 347,770 253,907 Due to related parties 86,106 73,296 ---------- ---------- Total Current Liabilities 867,120 639,109 ---------- ---------- Long Term Debts Note Payable - Dunedin 47,374 ---------- ---------- TOTAL LIABILITIES 914,494 639,109 ---------- ---------- STOCKHOLDERS' EQUITY Preferred stock - $.001 par value. 5,000,000 shares authorized, none issued Common Stock - $.001 par value. 25,000,000 shares authorized, 7,681 7,253 7,681,927 and 7,252,927 respectively, issued and outstanding Additional paid in capital 1,491,447 1,172,875 Accumulated deficit (771,446) (637,867) ---------- ---------- Total Stockholders' Equity 727,682 542,261 ---------- ---------- ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,642,176 1,181,370 ========== ========== See accompanying notes to condensed financial statements PAGE 3 TELETRAK ENVIRONMENTAL SYSTEMS, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS June 30, 1999 Unaudited Unaudited Three months Six months 1999 1998 1999 1998 -------------------------------------------------------- Net Sales 522,296 457,568 1,037,622 836,686 Cost of Goods Sold 342,408 222,280 698,314 459,921 ------------------------- ------------------------- Gross Profit 179,888 235,288 339,308 376,765 ------------------------- ------------------------- Operating Expenses: Selling, general and administrative expenses 248,485 186,118 432,285 285,581 Advertising expenses 16,838 1,180 28,308 10,450 ------------------------- ------------------------- Total Operating Expenses 265,323 187,298 460,593 296,031 ------------------------- ------------------------- Profit (Loss) from operations (85,435) 47,990 (121,285) 80,734 Interest Expense 11,051 11,125 18,562 20,643 Other Income 6,268 0 6,268 0 ------------------------- ------------------------- (Loss) Profit before provision for income taxes (90,218) 36,865 (133,579) 60,091 ------------------------- ------------------------- Provision for income taxes 0 250 ------------------------- ------------------------- Net (loss) Profit (90,218) 36,865 (133,579) 59,841 ========================= ========================= ------------------------- ------------------------- Net (Loss) Profit per share - basic and diluted (0.01) 0.01 (0.02) 0.02 ========================= ========================= Weighted average number of common shares outstanding 7,594,015 3,022,927 7,462,518 3,022,927 ========================= ========================= See accompanying notes to condensed financial statements PAGE 4 TELETRAK ENVIRONMENTAL SYSTEMS, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS June 30, 1999 Unaudited Unaudited Three months Six months 1999 1998 1999 1998 --------------------- --------------------- Cash Flow from Operating Activities: Net (Loss) Income (90,218) 36,865 (133,579) 59,841 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation & Amortization 12,854 13,702 24,950 19,151 Changes In: Accounts receivable (2,086) 90,338 (186,961) (57,128) Inventory (28,293) (78,466) (29,813) 39,664 Prepaid expenses and other assets 9,708 23,758 9,762 13,785 Accounts payable and accrued expenses (5,885) (93,390) 93,862 (60,104) Due to/from related party 2,772 12,810 --------------------- --------------------- Net Cash used in operating activities: (101,148) (7,193) (208,969) 15,209 --------------------- --------------------- Cash flows from investing activities: Net acquisitions of property and equipment 1,434 3,746 (235,862) 767 --------------------- --------------------- Cash flows from financing activities: Proceeds from sale of common stock 110,000 110,000 Proceeds from notes payable - Bank 37,491 106,258 Proceeds from note payable - Dunedin 80,000 Principal payments on notes payable (11,668) (6,482) (17,546) (13,267) --------------------- --------------------- Net Cash provided by financing activities: 135,823 (6,482) 278,712 (13,267) --------------------- --------------------- Net Increase (decrease) in Cash 36,109 (9,929) (166,119) 2,709 Cash at the beginning of period 94,481 18,415 296,709 5,777 --------------------- --------------------- Cash at the end of period 130,590 8,486 130,590 8,486 ===================== ===================== Supplemental disclosure of cash flow information: Cash paid during the quarter for: Interest 11,051 11,125 18,562 20,643 Taxes 250 Supplemental disclosures of non cash operating and financing activities: Notes payable 80,000 Acquisition of fixed assets (289,000) Issuance of common stock 209,000 See accompanying notes to condensed financial statements PAGE 5 NOTES TO CONDENSED FINANCIAL STATEMENTS ( UNAUDITED ) ( NOTE A ) BASIS OF PRESENTATION AND THE COMPANY: Basis of presentation: 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-QSB and regulations S-B. 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 fair presentation have been included. Operating results of the three month period ended June 30, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. THE COMPANY: Advanced Environmental Systems, Inc. (the "AES") was a privately held company prior to the merger with Teletrak Environmental Systems, Inc. (the "Company"). AES specializes in the manufacture, distribution and licensing of industrial products. One of the products is the Universal Jet Pump also known as the "Mucking Pump". This mucking pump is unique in its design and engineering in that it has no moving parts, making our mucking pump highly effective for the removal of granular, wet or dry, material, including sludge, scale, slurries, sand and heavy shot blasting material. The mucking pump is versatile and has a wide range of applications across many industries, including environmental clean up. The mucking pump is also used as a maintenance tool in the marine, chemical, and waste water industries. The mucking pump technology has been applied to a variety of other vacuum and filtering systems where governmental standards and laws demand that all surface preparation and removal take place in a dust free environment. Although AES originally based its business on the mucking pump, AES now manufactures and distributes other industrial products used in surface preparation activities. The product line includes the following: Rotary Peening tool. This is a vacuum shrouded power tool that provides dust free, high production in the surface preparation and coating removal from virtually any surface. Needle Scalers. This is a vacuum shrouded surface preparation tool used to reach difficult areas. Sanders. This line of products, also vacuum shrouded, are effectively used in surface treatment and rust removal. Spindle tools. A lightweight, flexible and shrouded peening tool. HEPA Vacuums. Tools used mainly in the recovery of lead dust and paint chips. The HAZ-VAC.The most productive vacuum and HEPA filtration system. This tool is self contained and is mainly used for the removal of lead paint and asbestos. It can work by itself or it can be used to support up to six different power tools. The Paintblitzer. This cost effective coating removal tool is effectively used for the removal of paint from flat surfaces. It is used in the interior restoration of structures, as well as, for light duty paint removal. Vacuum blasting equipment. This line was acquired with the purchase of LTC Americas, Inc. These products are the most versatile and productive tools offered by our Company useful for heavy duty jobs, as well as, on projects with light coatings With the addition of the LTC Americas, Inc. and power tools line, the Company is now poised to service a variety of markets previously unavailable. With the addition of new power tools lines as well the LTC Americas, Inc. products, the Company is now beginning to sell spare parts, as well as, accessories for the products it sells. Furthermore, a servicing and maintaining special systems may spur the Company to establish a service department and operate it as a separate profit center. PAGE 6 ( NOTE B ) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: [ 1 ] Basic loss per share of common stock : The Company adopted Statement of Financial Accounting Standards No. 128 (SFAS No. 128 ). The basic loss per share of common stock is based on weighted average number of shares outstanding. Stock options did not have an effect on the computation of the loss per share. The adoption of SFAS No. 128 which requires a retroactive adjustment did not have a material effect on the Company's financial statements. [ 2 ] Research and engineering costs All costs related to the research and engineering of new and existing products are expensed in the period incurred. [ 3 ] Note Payable At June 30, 1999, the Company had a line of credit with a financial institution in the amount of $ 400,000. Available borrowings are based on a formula of eligible accounts receivable and inventory. The line expires on June 30, 2000; however, borrowings under the line are payable on demand and bear interest at 1.50% above the banks base rate. At June 30, 1999, the Company had approximately $ 50,000 available for future borrowings. [ 4 ] Capital In the second quarter of 1999, the Company issued 220,000 new shares of common stock at $.50 per share. PAGE 7 ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the financial statements included in this reports and in conjunction with the description of the Company's business included in the Company's Form 10-KSB for the year ended December 31, 1998. It is intended to assist the reader in understanding and evaluating the financial position of the Company. This discussion contains, in addition to historical information, forward looking statements that involve risks and uncertainties. The Company's actual results could differ materially from the results discussed in the forward looking statements. The financial statements included in this statements are condensed and consolidated for the Company and AES. Also, the statements are unaudited. Financial Conditions As of June 30, 1999, the Company had $ 130,590 in cash and current assets in the amount of $ 1,039,081. The Company recognized sales in the amount of $ 522,296 for the second quarter of 1999 as compared with $ 457,468 for the same period last year. This increase of 14% can be attributed to the expanded product lines as compared to last year. For the six months combined, the Company recognized sales in the amount of $1,037,622 as compared to $ 836,686 for the same period last year. The increase can be attibuted to expanded product lines as compared to the same period last year. For the quarter ended June 30, 1999, the Company shows a loss in the amount of $90,218 as compared to a profit of $ 36,865 for the same period last year. This translates to a loss per common share of $ .01 as compared to a profit of $ .01 for the same period last year. For the first six months of 1999, the Company shows a loss of 133,579 or $ .02 loss per common share. For the same period last year, the Company showed a profit of $ 59,841 or $ .02 per common share. At the end of June 1999, the Company's resources were not adequate to finance the activities for the rest of the year. As a result, management has began negotiations with a European company who is interested in manufacturing certain products in Europe under license. These negotiations are in the preliminary stages and may not come to fruition. The gross profit of $ 179,888 for the second quarter shows a decrease of $ 55,400 as compared with the same period last year. The gross profit percentage has gone down from 51.4% to 34.4% in 1999. This decline can be attributed to expanded mix of products which, in some cases, do not yield the same gross profit as the initial product lines. The gross profit for the first six months of 1999 amount to $ 339,308 compared to $ 376,765 as compared to the same period last year. The percentage of gross profit went from 45.0% in 1988 to 32.7% in 1999. This is largely due to the product mix. The operating expenses for the three months ended June 30, 1999 amount to $265,323 as compared to $ 187,298 for the same period last year. This increase is mostly due to the addition of the LTC Americas, Inc. staff to the payroll while the acquisition of the LTC Americas, Inc. purchases was being absorbed by the Company. The six months ended June 30, 1999 show a total of $ 460,593 for operating expenses while the same period of last year show $ 296,031. Also, in this case the increase as result of the addition of the LTC Americas, Inc. staff. At this time, management is actively trying to expand its sales force so as to assure effective penetration in the various markets. It is estimated that it will take several months before the sales department is brought to the ideal structure. PAGE 8 SIGNATURES In accordance with 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. Teletrak Environmental Systems, Inc. By: /s/ Gerd Reinig Name: Gerd Reinig Title: Chairman of Board By: /s/ Gerald McNamara Name: Gerald McNamara President: President Dated: PAGE 9