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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-13981
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(Check One)
/ / Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F /X/ Form 10-Q and Form 10-QSB / / Form N-SAR
For Period ended: September 30, 2000
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/ / Transition Report on Form 10-K / / Transition Report on Form 10-Q
and Form 10-KSB and Form 10-QSB
/ / Transition Report on Form 20-F / / Transition Report on Form N-SAR
/ / Transition Report on Form 11-K
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.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I.
REGISTRANT INFORMATION
Full name of registrant ELECTRONIC TELE-COMMUNICATIONS, INC.
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Former name if applicable
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Address of principal executive office (Street and number)
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1915 MacArthur Road
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City, state and zip code Waukesha, WI 53188
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PART II.
RULE 12B-25 (B) AND (C)
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;
/X/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q,10-QSB, 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, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The Form 10-Q for the period ended September 30, 2000 could not be filed
within the prescribed time period because we are in the process of negotiating
our Revolving Credit Facility with our bank.
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PART IV.
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jeffrey M. Nigl 262 542-5600
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(Name) (Area Code) (Telephone Number)
(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 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 report(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. See attached press release dated
November 2, 2000
ELECTRONIC TELE-COMMUNICATIONS, INC.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date 11/14/2000 By /s/ Jeffrey M. Nigl
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Vice President, Treasurer, Chief Financial Officer,
and Principal Accounting Officer
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
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[ETC LETTERHEAD]
For Further Information contact: Dean Danner, President
Jeff Nigl, Chief Financial Officer
(262) 542-5600 * http://www.etcia.com
ETC ANNOUNCES THIRD QUARTER 2000 RESULTS
WAUKESHA, WISCONSIN, November 2, 2000 The NASDAQ Stock Market
ELECTRONIC TELE-COMMUNICATIONS, INC. Symbol - ETCIA
Electronic Tele-Communications, Inc. (ETC) today reported a third quarter
2000 loss of $715,238 or $0.29 per Class A share on sales of $1,575,630
compared to third quarter 1999 earnings of $96,130 or $0.05 per Class A share
on sales of $2,888,497. Sales for the first nine months of 2000 were
$8,041,410, compared to 1999 nine-month sales of $9,032,850. For the first
nine months of 2000 ETC reported a loss of $421,060 or $0.17, compared to
earnings of $297,953 or $0.13 for the first nine months of 1999.
Commenting on the 2000 results, ETC President Dean Danner said, "After improved
results in the first half of 2000, it is extremely frustrating to have had such
poor sales in the third quarter. Sales levels were in line with projections
through the first half of the year, but failed to meet expectations in the third
quarter. The shortfall in third quarter sales was due primarily to a slowdown
in orders from competitive local exchange carriers (CLECs), which were
significant customers of ETC during the first half of the year. The CLECs have
been delaying their purchasing decisions due to the current turmoil caused by
acquisitions and consolidation within their industry. Although sales in the
fourth quarter already show improvement from the third quarter, it will be
difficult to completely recover the year's losses created by the third quarter."
"In addition to slow third quarter sales, ETC incurred additional expenses
associated with the relocation of our Atlanta and Pleasanton facilities, and
for certification testing of new products. Our Atlanta office moved to
Norcross, Georgia after nearly 30 years in its previous location in Atlanta's
Doraville suburb and our Pleasanton office moved to a new facility near the
previous location. The new locations provide both offices a facility that
better fits our operations, will improve productivity, and will reduce future
operating costs. The certification testing is vital to ensure ETC's new
products conform to the latest USA and International standards for
telecommunications systems," Danner said.
Electronic Tele-Communications is a supplier of Voice Application Processing
Platforms to domestic and foreign telephone utilities and of messaging systems
to the commercial market. ETC's equipment provides a wide range of audio
information and call handling services via telephone networks, computer
networks, and the Internet. ETC, with corporate headquarters in Waukesha,
Wisconsin also has operations in Atlanta, Georgia and Pleasanton, California.
Certain statements in this press release which are not historical facts are
"forward-looking" statements as defined in the Private Securities Litigation
Reform Act of 1995. Any "forward-looking" statements are provided in
compliance with the "Safe Harbor" provision of the Private Securities
Litigation Reform Act of 1995. "Forward-looking" statements involve a number
of risks and uncertainties including, but not limited to, technology changes,
backlog, acquisitions, status of the economy, governmental regulations, sources
of supply, expense structure, product mix, major customers, level of order
flow, competition, litigation, and other risk factors detailed in the Company's
filings with the Securities and Exchange Commission. Investors are encouraged
to consider the risks and uncertainties included in those filings.
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Electronic Tele-Communications, Inc.
Consolidated Statements of operations:
<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales 1,575,630 2,888,497 8,041,410 9,032,850
Cost of product sold 923,227 1,447,817 4,185,205 4,482,615
Gross profit 652,403 1,440,680 3,856,205 4,550,235
Operating expenses:
General and administrative 349,906 323,130 994,420 975,683
Marketing and selling 559,607 567,807 1,889,439 1,884,922
Research and development 493,335 404,252 1,372,741 1,262,204
1,402,848 1,295,189 4,256,602 4,122,809
Earnings (loss) from operations (750,445) 145,491 (400,397) 427,426
Other income (expense) (5,693) 39 (17,663) 1,927
Earnings (loss) before
income taxes (756,138) 145,530 (418,060) 429,353
Income taxes (benefit) (40,900) 49,400 3,000 131,400
Net earnings (loss) (715,238) 96,130 (421,060) 297,953
Basic and diluted earnings
(loss) per share:
Class A common (0.29) 0.05 (0.17) 0.13
Class B common (0.29) 0.01 (0.17) 0.05
Weighted average shares outstanding
for basic and diluted 2,509,147 2,508,947 2,509,133 2,508,947
</TABLE>
Selected Balance Sheet Data:
<TABLE>
<CAPTION>
(unaudited)
Sep 30 Dec 31
2000 1999
<S> <C> <C>
Current assets 3,021,414 3,245,415
Total assets 6,327,473 6,679,675
Current liabilities 1,013,614 945,056
Total liabilities 1,013,614 945,056
Stockholders' equity 5,313,859 5,734,619
</TABLE>
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