SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended: June 30, 2000
Commission file number: 0-11882
TELECOMMUNICATION PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0916299
(state or other jurisdiction) (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. Box 17013, Golden, Colorado 80402
(address of principal executive offices)
Registrant's telephone number, including area code: (303)278-2725
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
the filing requirements for at least the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date: 22,492,800 as of
June 30, 2000.
Page 1 of 11 pages
ITEM 1 - FINANCIAL STATEMENTS
TELECOMMUNICATION PRODUCTS, INC.
Balance Sheets
ASSETS
June 30, 2000 March 31, 2000
------------- --------------
(unaudited) (unaudited)
Current assets:
Cash $ 152 $ 184
Inventories (Note 3) 92,109 92,109
Other -0- -0-
-------- --------
92,261 92,293
-------- --------
Property and equipment, at cost:
Equipment 46,446 46,446
Office furniture/equipment 13,776 13,776
-------- --------
60,222 60,222
Less accumulated depreciation (60,222) (60,222)
-------- --------
-0- -0-
-------- --------
$ 92,261 $ 92,293
======= ========
See accompanying notes to condensed
financial statements
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TELECOMMUNICATION PRODUCTS, INC.
Balance Sheets
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, 2000 March 31, 2000
------------- --------------
(unaudited) (unaudited)
Current liabilities:
Accounts payable $ 17,859 $ 17,859
Accrued expenses
Officers 664,200 651,900
Other 28,757 28,757
-------- --------
Total current liabilities 710,816 698,516
Long Term Debt-
Officers/Stockholders 2,805 2,805
Stockholders' equity: (Note 5)
Common stock, no par value
Authorized - 100,000,000 shares
Issued and outstanding -
22,492,800 shares 733,768 733,768
Preferred stock, $1 par value,
non-voting
Authorized - 50,000,000 shares
Issued - none
Accumulated deficit (1,355,128) (1,342,796)
-------- --------
Total (621,360) (609,028)
------- -------
$ 92,261 $ 92,293
======= =======
See accompanying notes to condensed
financial statements
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TELECOMMUNICATION PRODUCTS, INC.
Statement of Operations
(Unaudited)
three months ended three months ended
June 30, 2000 June 30, 1999
------------------- ------------------
Revenues:
Sales $ -0- $ -0-
------- -------
Expenses:
Cost of Sales -0- -0-
Selling, general and
administrative 12,332 12,660
------- -------
12,332 12,660
------- -------
Net (loss) $(12,332) $(12,660)
======== ========
Loss (Loss) per common share $ (.0006) $ (.0006)
======== ========
Weighted average common
shares outstanding 2,492,800 22,492,800
========= ==========
See accompanying notes to condensed
financial statements
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TELECOMMUNICATION PRODUCTS, INC.
Statement of Changes in Stockholder's Equity
(Unaudited)
Three months ended June 30, 2000
Common stock
---------------------- Accumulated
Shares Amount Deficit
---------- -------- -----------
Balance at March 31, 2000 22,492,800 $733,768 ($1,342,796)
Net loss (unaudited) ( 12,332)
---------- -------- ----------
22,492,800 $733,768 ($1,355,128)
========== ======== ==========
See accompanying notes to condensed
financial statements
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TELECOMMUNICATION PRODUCTS, INC.
Statement of Cash Flow
(Unaudited)
Three Three
months ended months ended
June 30, 2000 June 30, 1999
------------- -------------
Cash was provided by:
Increase (Decrease) in
Accrued Expenses 12,300 8,200
Increase (Decrease) in
Accounts Payable 360
Net Loans from Officers 4,100
------- -------
Total Cash Provided 12,300 12,660
------- -------
Cash was used for:
Net Loss 12,332 12,660
------- -------
Total Cash Used 12,332 12,660
------- -------
Beginning Cash Balance 184 -0-
------- -------
Ending Cash Balance $ 152 -0-
======= =======
See accompanying notes to condensed
financial statements
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TELECOMMUNICATION PRODUCTS, INC.
Notes to Condensed Financial Statements
(Unaudited)
1. The accompanying unaudited condensed financial statements have been prepared
in accordance with the instructions for Form 10-Q and 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 adjust-
ments (consisting of normal recurring adjustments) considered necessary for a
fair presentation have been included. These statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-K for the year ended March 31, 2000.
2. Summary of Significant Accounting Policies
Telecommunication Products, Inc. (Company) was incorporated in the state of
Colorado on June 8, 1983, to design, manufacture and market specialized communi-
cation equipment. The Company was in the development stage through March, 1986,
principally engaged in research and development activities.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial state-
ments, during the quarter ended June 30, 2000, the Company incurred a net loss
of $12,332 and, as of that date, the Company has accumulated a deficit of
$1,355,128. This factor, among others, may indicate that the Company will be
unable to continue as a going concern. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or the amount and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
obtain additional financing as may be required, and ultimately to attain
successful operations. Management is of the opinion that enhanced marketing
efforts will enable the Company to increase revenues sufficiently to sustain
operations.
Revenue is recognized when products are delivered and accepted by
customers. Depreciation for property and equipment is calculated using the
straight-line method over an estimated useful life of five years. The Company
grants a one-year warranty on parts and labor for all its products, but has
historically experienced minimal warranty claims.
Certain officers/stockholders of the Company elected to defer their
salaries beginning the first quarter of calendar year 1987 in order to help the
Company's cash flow. As of June 30, 2000, unpaid compensation claimed by
officers/stockholders totals $664,200.
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TELECOMMUNICATION PRODUCTS, INC.
Notes to Condensed Financial Statements
(Unaudited)
(Continued)
Long-term debt includes a note payable to officers/stockholders for $2,805,
and officers are also owed accrued interest of $12,909 for previous monies
loaned to the Company to sustain operations. Although the note payable
presently incurs 0% interest, certain debt could potentially incur interest of
up to 21% per annum pursuant to an agreement with the Company.
3. Inventories
Inventories are recorded at the lower of cost (first-in first-out) or
market and consist of the following:
June 30, 2000 March 31, 2000
------------- --------------
Raw materials $ 55,176 $ 55,176
Work in process 36,933 36,933
Finished goods -0- -0-
-------- --------
$ 92,109 $ 92,109
======== ========
4. Common stock and warrants
In connection with a March 1984 public offering, the Company sold to the
underwriter for $100 warrants to purchase up to 644,280 shares of the Company's
no par value common stock. The warrants expired unexercised on January 11,
1989.
5. Stock option plan
On June 8, 1983, the Company's Board approved an incentive stock option
plan for all employees and reserved 3,000,000 shares of common stock for
issuance upon the exercise of options granted. The minimum exercise price under
the plan is generally 100% of the fair market value of the Company's common
stock at the date of grant, and the options are exercisable for a period up to
10 years from the grant date. For 10% stockholders, the minimum exercise
price is 110% of the fair market value at the date of grant, and the options
are exercisable for a period up to 5 years from the date of grant. As of
June 30, 2000, no options had been granted.
6. Loss per common share and shares outstanding
Loss per common share is computed by dividing net loss by the weighted
average shares outstanding during the period. The weighted shares outstanding
included 9,800,000 shares issued to certain persons at a price substantially
less than the public offering price. Outstanding warrants are not included in
the computation as their effect would be antidilutive.
-8-
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Condition and Changes in Financial Condition
There was again a net loss for this quarter. This loss has continued the
erosion of the stockholders' equity, and such attrition may continue through
fiscal 2001. The Company had significant sales to customers in Malaysia and
Korea during fiscal 1995, and there appears to be continued interest in these
countries, which could, without assurance, result in future sales.
Since its liquidity was enhanced in fiscal 1984 by a limited offering of
the Company's securities in August, 1983 for net proceeds of $218,055, and an
initial public offering of its common stock for net proceeds of $493,394 on
March 20, 1984, the Company's liquidity has declined due to the initial
expenditures required for research and development, and the time involved in
securing a market for the Company's products. There are no present or planned
commitments for material capital expenditures, and the Company presently has no
material unused sources of liquid assets.
There are continuing inquiries from potential customers regarding the
Company's products, and management believes that marketing efforts by Mr.
Ranniger and by its outside commissioned sales dealer and/or sales represen-
tatives may continue to increase revenues, thus enabling the Company to
sustain operations. Due to the losses sustained by the Company during its
development stage and over the intervening years, the Company's ability to
remain a going concern depends upon its ability to generate sufficient cash flow
to meet its obligations, to obtain additional financing as may be required,
and to continue to increase its product sales. Even though the Company has
previously been unable to obtain outside conventional financing, it has been
able to continue as a going concern due to loans it has received from officers,
in addition to those officers deferring their respective salaries since January
1987.
Results of Operations
The Company had no sales revenues again this quarter. However, the
Company has seen such highs and lows over the past years that the future is
difficult to project. For instance, although fiscal 1995 revenues were the
second highest annual revenues in the previous five-year period, fiscal 1994
total revenues were among the lowest in the Company's history. The total
revenues for fiscal 1993 were almost nine times as great as those generated
in fiscal 1992, where sales were the lowest in its preceding five year period,
and fiscal 1991 revenues were the highest in the Company's history. As a
result, it is impossible to speculate as to what will happen in fiscal 2001.
-9-
Ninety-eight percent of fiscal 1995 revenues, and 100% of fiscal 1994 and 1993
revenues, were generated via sales of the Company's Model 9100 and related
equipment.
The Company has been working to upgrade its Model 9100 system with a new
diode which will increase the transmission power of the system from 1 watt power
input to 1.2 and 2.4 optical power output, thereby increasing the transmission
range to over two miles in normal atmospheric conditions.
In addition, the Company is upgrading the data rate transmission
capabilities of the Model 9100. Presently, the Model 9100-2 is capable of
transmitting communication formats of DS-0 (64 kbps), DS-1 (1.544 mbps), and
the European standard CEPT HDB-3 (2.048 mbps). Upgrades would allow
transmission of additional data rates of OC-1 (51.84 mbps) and OC-2 (155.520
mbps). The present plans to accomplish these upgrades would utilize the same
castings, optics, mounts, and most other hardware, therefore reducing the cost
of the new design while greatly enhancing system features.
Other than the above, the Company does not expect any material changes in
the mix and relative cost of resources. Raw materials were previously augmented
in the anticipation of potential future demand in Asia. As of year end, there
were no finished goods in inventory. Inflation has had no material effect on
the Company's operations over the last three fiscal years.
The Company's current cash requirement for payroll is down to zero, due
to the fact that the Company's only full time employees, Don and Clara Ranniger,
have elected to defer their salaries since January of 1987 in order to help the
Company's cash flow. The Company's former engineering technician and another
technician/consultant are presently available to work as independent contractors
for the Company on an as-needed basis.
Fiscal 2001 operations will continue to concentrate efforts on increasing
sales and production of the Model 9100. However, due to varying economic
conditions in the domestic and world-wide market for this product, sales
projections are difficult to estimate.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material legal proceedings pending or, to the knowledge of
the Company's management, threatened to which the Company is a party or of which
any of its property is the subject.
Item 2. Changes in Securities.
Not applicable.
-10-
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. None.
(b) Reports on Form 8-K. None.
SIGNATURES
Pursuant to 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.
TELECOMMUNICATION PRODUCTS, INC.
by ______________/s/______________
Donald E. Ranniger, President
(principal financial officer and
chief executive officer)
August 10, 2000
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