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 April 30, 2001
[ ] 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.
----------------------------------------------
(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
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(606) 282-0020
---------------------------
(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 October 31, 2000, there were 23,794,598 shares of Common Stock and
1,266,120 shares of Preferred Stock, outstanding, respectively.
Transitional Small Business Disclosure Format: Yes No X
--- ---
2
INDEX
-----
PART I. Financial Information Page No.
--------------------- ----------
Item 1. Financial Statements
Balance Sheets 2-3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6-7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 8-9
PART II. Other Information
-----------------
Item 6. Exhibits 10
SIGNATURES 11
-1-
3
Angstrom Technologies, Inc.
---------------------------
Balance Sheets
--------------
APRIL 30, OCTOBER 31,
--------- -----------
2001 2000
---- ----
(UNAUDITED) (NOTE)
ASSETS
Current assets:
Cash and cash equivalents $ 703,961 $ 409,248
Short-term investments - 542,973
Accounts receivable 150,004 146,375
Inventories:
Finished goods 113,764 98,841
Work in process - 47,587
Raw materials and parts 612,786 661,366
---------- ----------
726,550 807,794
Less: inventory reserve - 20,000
---------- ----------
726,550 787,794
Prepaid expenses 4,466 9,305
---------- ----------
Total current assets 1,584,981 1,895,695
Furniture and equipment, at cost 214,791 190,608
Less: accumulated depreciation 176,220 172,568
---------- ----------
Net furniture and equipment 38,571 18,040
Patents, less accumulated amortization of $39,875
and $35,001, respectively 168,510 152,804
---------- ----------
Total assets $1,792,062 $2,066,539
========== ==========
NOTE: The balance sheet at October 31, 2000 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.
-2-
4
Angstrom Technologies, Inc.
---------------------------
Balance Sheets (continued)
--------------------------
APRIL 30, OCTOBER 31,
--------- -----------
2001 2000
---- ----
(UNAUDITED) (NOTE)
LIABILITIES AND CAPITAL
Current liabilities:
Accounts payable $ 69,216 $ 30,718
Accrued liabilities 78,759 101,460
----------- -----------
Total current liabilities 147,975 132,178
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 5,132,164 5,132,164
Accumulated deficit (5,808,421) (5,518,147)
----------- -----------
Net capital 1,644,087 1,934,361
----------- -----------
Total liabilities and capital $ 1,792,062 $ 2,066,539
=========== ===========
NOTE: The balance sheet at October 31, 2000 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.
-3-
5
Angstrom Technologies, Inc.
---------------------------
Statements of Operations
------------------------
(Unaudited)
-----------
Three Months Ended Six Months Ended
-------------------------------- ---------------------------------
April 30, April 30, April 30, April 30,
--------- --------- --------- ---------
2001 2000 2001 2000
---- ---- ---- ----
Net sales $ 168,993 $ 434,201 $ 285,824 $ 725,443
Cost of sales 125,116 104,762 205,960 205,664
------------ ------------ ------------ ------------
Gross profit 43,877 329,439 79,864 519,779
Selling, general and
administrative expenses 165,802 127,807 263,392 246,185
Research and development
expense 71,948 73,700 127,323 135,200
------------ ------------ ------------ ------------
Operating income (loss) (193,873) 127,932 (310,851) 138,394
Other income (expense):
Interest expense - - - (89)
Interest income 609 2,437 3,807 5,808
Dividend income 4,897 7,562 13,597 14,716
Other income 3,112 - 3,173 -
------------ ------------ ------------ ------------
8,618 9,999 20,577 20,435
------------ ------------ ------------ ------------
Net income (loss) (185,255) 137,931 (290,274) 158,829
Less dividend requirement on
preferred stock (50,645) (50,645) (101,290) (101,290)
------------ ------------ ------------ ------------
Net income (loss) applicable to
common stock $ (235,900) $ 87,286 $ (391,564) $ 57,539
Net income (loss) per
common share $ (0.01) $ 0.00 $ (0.02) $ 0.00
============ ============ ============ ============
Weight average number of
shares outstanding 23,794,598 23,794,598 23,794,598 23,794,598
============ ============ ============ ============
-4-
6
Angstrom Technologies, Inc.
---------------------------
Statements of Cash Flows
------------------------
(Unaudited)
-----------
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- -----------------------------
APRIL 30, APRIL 30, APRIL 30, APRIL 30,
--------- --------- --------- ---------
OPERATING ACTIVITIES 2001 2000 2001 2000
---- ---- ---- ----
Net income (loss) $(185,255) $ 137,931 $(290,274) $ 158,829
Adjustment to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 4,413 5,491 8,526 9,903
Changes in operating assets
and liabilities:
Accounts receivable (27,741) (22,607) (3,629) (146,552)
Inventory 16,996 (22,119) 61,244 (46,607)
Prepaid expenses 14,098 5,431 4,839 (1,263)
Accounts payable 31,310 (4,212) 38,498 9,886
Accrued liabilities (17,045) 6,877 (22,701) 12,446
Customer deposits - - - (27,535)
--------- --------- --------- ---------
Net cash provided by (used in)
operating activities (163,224) 106,792 (203,497) (30,893)
INVESTING ACTIVITIES
Purchases of furniture and equipment (20,903) (3,788) (24,183) (4,341)
Changes in short-term investments 551,673 (7,561) 542,973 (14,715)
Capitalization of patents (17,295) (2,259) (20,580) (11,560)
--------- --------- --------- ---------
Net cash provided by (used in)
investing activities 513,475 (13,608) 498,210 (30,616)
FINANCING ACTIVITIES
Principal repayments of long-term debt - - - (5,911)
--------- --------- --------- ---------
Net cash used in financing activities - - - (5,911)
--------- --------- --------- ---------
Net increase (decrease) in cash 350,251 93,184 294,713 (67,420)
Cash and cash equivalents at
beginning of period 353,710 296,253 409,248 456,857
--------- --------- --------- ---------
Cash and cash equivalents at
end of period $ 703,961 $ 389,437 $ 703,961 $ 389,437
========= ========= ========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest $ - $ - $ - $ 89
-5-
7
ANGSTROM TECHNOLOGIES, INC.
---------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(UNAUDITED)
-----------
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 six month period ended April 30, 2001 is not
necessarily indicative of the results that may be expected for the year
ended October 31, 2001. 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, 2000.
Note 2 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, 2000
($1,329,351) and 1999 ($1,126,772), in arrears. No dividend was accrued
for the years ended October 31, 2000 and 1999. The amount that would
have been accrued at October 31, 2000 and 1999, if a dividend had been
recorded, would have been $202,579 each year ($.16 per preferred stock
share outstanding at November 1, 2000 and 1999). No dividend has been
accrued for the six month period ended April 30, 2001. The amount that
would have been accrued at April 30, 2001 and 2000, if a dividend had
been recorded, would have been $ 101,290 each year.
Note 3 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 six months ended April 30,
2001. The preferred stock has a liquidation preference of $2.00 per
share, an aggregate of $2,532,240.
Note 4 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)."
Note 5 Earnings per common share are calculated based upon a weighted
average of shares outstanding after giving effect to the preferred
dividend requirements.
-6-
8
ANGSTROM TECHNOLOGIES, INC.
---------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(UNAUDITED)
-----------
Note 6 The computation of basic and diluted earnings (loss) per share is shown
below:
Six Months Ended
---------------------------------
April 30,
2001 2000
------------ ------------
Numerator:
Net income (loss) $ (290,274) $ 158,829
Preferred stock dividend requirement (101,290) (101,290)
------------ ------------
Numerator for basic and diluted earnings (loss) per share - net income
(loss) applicable to common stock after assumed conversion $ (391,564) $ 57,539
============ ============
Denominator:
Denominator for basic and diluted earnings (loss) per share - weighted
average shares outstanding 23,794,598 23,794,598
============ ============
Basic income (loss) per share $ (0.02) $ 0.00
============ ============
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 April
30, 2001 and 2000 and options outstanding of 4,225,000 and 3,295,000 at
April 30, 2001 and 2000, respectively.
Note 7 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 April 30, 2001 and October 31,
2000 are presented below:
APRIL 30, October 31,
2001 2000
----------- -----------
Deferred tax assets:
Net operating loss 1,240,400 1,297,800
Other, net 14,000 13,100
----------- -----------
Total deferred tax assets 1,254,400 1,310,900
Less: valuation allowance (1,254,400) (1,310,900)
----------- -----------
Net deferred tax assets $ - $ -
=========== ===========
The company entered fiscal 2001 with cumulative net operating loss
carryforwards of approximately $2,800,000 for federal income tax
purposes, which expire in the years 2001 to 2018.
-7-
9
10Q: QUARTER ENDING APRIL 30, 2001
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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Gross revenue for the Second Fiscal Quarter 2001 just ended was $168,993 versus
$434,201 for the same Quarter a year ago and it represented a decrease of 61%.
Net loss before tax and dividend was $185,255 versus a net income of $137,931
for the same quarter last year. Gross profit margin declined from 76% to 26%
comparing to the same quarter a year ago. Selling, general and administrative
expenses were $165,802 for the fiscal quarter just ended versus $127,807 for the
same period a year ago. Higher selling, general and administrative expenses
reflected significant increase in marketing and sales expenditures in spite of
lower sales commission paid and continuing cost control efforts. Research and
development expenses were consistent with the same quarter a year ago. Inventory
continues to shrink (10%) comparing to the same period a year ago. Cash, cash
equivalent and short-term investments decreased about 23% or $211,537 as
compared to the same quarter a year ago.
We had projected higher revenue for the Second Fiscal Quarter just ended in
comparison to the First Fiscal Quarter in 2001, as discussed in the 10Q Report
in January 2001 ($168,993 for the second fiscal quarter versus $113,831 in the
first fiscal quarter or an improvement of 48%). We were disappointed that the
results did not meet the goal we have set for ourselves. The main factor was the
continuing weakness in the postal business while we were aided by a substantial
increase in the postal business the same Quarter a year ago. The substantial
price reductions in postal inks, other chemicals and higher costs for our new
products from
10
pre-volume production contributed to significantly lower gross profit margin.
Governmental projects continued to be negatively affected by the federal budget
issues. We do not expect to see relief in our traditional businesses in the near
future. The Company must continue its focus on new products and new
applications.
On the positive side, the shipment of MoneyCheckers to key customers have
continued to increase and we have engaged a company that carries a broad product
portfolio for McDonald's to pro-actively promote and sell the MoneyCheckers to
McDonald's world wide. We continue to make progress with the banking and
financial industry by signing up sales representatives that specialize in this
market segment. The newly received and volume manufactured MoneyCheckers should
improve our gross profit margin. We introduced a new MoneyChecker(TM), the
Mobile Model. It can be operated with four AA size batteries for more than five
hours continuously. We target this new model for Parking Garage, Toll Booth, and
other environments where AC outlets are not readily available. We have also
successfully concluded a long-term sales agreement with one of the key
contractors of the US Postal Services.
All 45 claims in the patent application for the MoneyChecker(TM) have been ruled
patentable by the PCT examiner. It has now entered the national phase in the
USA, Canada, Europe and Japan. We have also received a new international patent
on our scanner technologies. At present, there are more than six new patent
applications pending.
As projected in the last 10Q report, we have regained some business from a major
customer that was lost in 1999 and began some volume shipment of new products in
the Fiscal Quarter just ended. Although there is no guarantee such business will
substantially improve our revenue stream and bottom line, we believe this
re-established business relationship should continue to grow. The Stock
Certificate authenticators continue to be well received in the market place and
we are shipping them to our business partner in quantities under the exclusive
agreement signed in last October.
We continue to believe that the direction for our business transformation is the
right one. It will, however, take time for the new products, new markets and new
applications to become contributing factors to our bottom line as we re-invent
ourselves and the new businesses evolve. Moving forward, we must make do with
the diminishing benefits from the postal business.
We continue to manage our general and administrative expenses prudently while
substantially increase our spending in marketing, new product introductions and
R&D, as indicated in our Annual Report on Form 10-K for the year ended October
31, 2000. We expect to see shrinkage in our cash accounts in the coming fiscal
quarters as these activities continue.
11
The current cash balance, $703,961, remains strong relative to our size and
expenditures. We do not anticipate a need to seek outside financial sources in
the near future. We expect to operate at least through December 31, 2001, the
end of the current calendar year, with the existing funds at hand.
The law suits with the former President and CEO of the Company continue. While
the Company believes that they are without merit, a reserve has been taken to
cover some of the anticipated legal expenses.
The annual stockholders meeting for Fiscal 2000 was held on March 26, 2001 in
Erlanger, Kentucky. The shareholders re-elected all the members in the Board of
Directors. Management introduced several new products in the meeting and Mr.
Tony Petrucci, Director of Marketing and Sales, made a brief presentation on our
Marketing and Sales direction.
As indicated in Note 2 to these financial statements, no preferred dividend has
been accrued for the first six months of fiscal 2001 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.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(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
--------------------------------------
Louis Liang, Interim Chief Executive
Officer
By: /s/ William Ryan
--------------------------------------
William Ryan, Interim Chief Financial
Officer
Dated: June 14, 2001
-11-