U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
SEC File Number
FORM 12B-25 000-29669
CUSIP Number
NOTIFICATION OF LATE FILING 68274C 10 9
(Check One):
[ X ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type. Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Items(s) to which the notification relates.
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PART I - REGISTRANT INFORMATION
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Full name of Registrant: OnLine Power Supply, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number):
8100 South Akron, #308
City, State and Zip Code: Englewood, CO 80112
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
X thereof will be filed on or before the fifteenth calendar
- ----- day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period.
As of the date of this Notice, the Registrant has been unable to
complete the Annual Report on Form 10-KSB due to a series of
unforeseen events (when considered collectively) that have caused
losses of time and interruptions to the report processing timeline:
The scheduling of the annual audit was voluntarily moved from
February to mid-March as an accommodation to our auditors and was
believed to leave adequate time for final processing, drafting and
certification of the report.
In the middle of the process, we were interrupted for 3 working
days due to the unprecedented amount of snowfall virtually crippling
the city during the entire week of March 21st.
After the storm, the city inspector temporarily condemned our
office building for 5 days declaring it an illegal act to enter the
premises. The power and all services were shut off to the space
because of the sagging roof caused by 36 inches of snowfall. After the
snow melted and after further inspections, we were again allowed into
our offices March 24th. According to city sources, 30 roofs collapsed
(or threatening to collapse) in our immediate neighborhood because of
the extraordinary weight of snow.
Because the audited financial statements for 2002 are a critical
component of the Form 10-KSB, we will not file portions of the report
ahead of completion and filing of the complete report, which will
include those financial statements. The Form 10-KSB will be filed on
or before April 15, 2003.
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Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
STEPHEN E. ROUNDS, Special Counsel (303) 377-6997
(2) Have all other periodic reports required under section 13 or 15(d)of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify reports(s). [ X ]Yes [ ]No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [ X
]Yes [ ]No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Following is the summary financial information for the periods ending
December 31, 2002 and 2001. The 2002 results may be subject to change during the
financial audit in process.
Years Ended
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December 31, 2002 December 31, 2001
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Revenues $ 2,924,960 $ 2,253,295
Cost of revenues 1,953,375 2,111,780
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Gross profit 971,585 141,515
R & D, and manufacturing
support costs 1,977,812 2,013,513
Selling, general and
administrative 3,493,477 3,337,636
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Operating (loss) (4,499,704) (5,209,634)
Other income (expense) 11,432 282,512
Extraordinary Items (665,000) N/A
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Net (loss) $(5,153,272) $(4,927,122)
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Part IV-Other Information (continued)
(3) Narrative analysis of the above estimated operating results:
OnLine reduced its workforce from 32 employees to 11 employees
and downsized the operations during Q4 2002 that resulted in an
overall reduction of general overhead costs by approximately $200,000
per month beginning December 1, 2002. The operating costs for 2002
began the year higher than 2001, but have been reduced this quarter
and remain considerably lower than our historic overhead cost level.
The most significant difference in the operating results from
2002 to 2001 is the current quarter's impairment loss due to a write
off of $665,000 of asset values including un-amortized leasehold
costs, some engineering equipment and $247,000 of the book value of
production assets at our former contract manufacturer's production
facility that may not be returned to us as a result of litigation
between the parties.
A significant improvement in our gross profit margins from 2001
to 2002 is the direct result of production start up costs and product
development costs in 2001 that did not repeat during 2002. Our policy
is to expense all production ramp up costs as additional costs of the
initial production runs accordingly. In addition, the per unit cost of
our product from our manufacturer has continued to drop as our
production volumes increased. The margins for gross profit continue to
increase modestly over time through cost savings and volume price
breaks.
Other income and (expense) reflects the interest earned on
interest bearing accounts net of interest expense on equipment lease
financing. Included is the interest earned on idle funds in 2001 and
2002. The investable funds decreased from $6,000,000 at the beginning
of 2001 to zero at the end of 2002; earnings from the short term
investment of these monies therefore decreased also. The use of the
cash supported the monthly operating shortfalls during the two year
period.
ONLINE POWER SUPPLY, INC.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 28, 2003 By: /s/ Richard L. Millspaugh
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RICHARD L. MILLSPAUGH
Chief Financial Officer
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