TROPIC COMMUNICATIONS INC
10-Q, 1997-03-17
COMPUTER RENTAL & LEASING
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19


               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C. 20549



                                  FORM 10-Q



              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                        OF THE SECURITIES ACT OF 1934



For the fiscal quarter ended January 31, 1997     Commission file number 0-14361


                         TROPIC COMMUNICATIONS, INC.
             (Exact Name of Company as Specified in Its Charter)



           Delaware                                       31-1166419
(State or other jurisdiction of                  (I. R. S.Employer I. D. Number)
  incorporation or organization)     



      3021 Bethel Road, Suite 208, Columbus, Ohio              43220
       (Address of principal executive offices)             (Zip Code)


       Company's telephone number, including area code: (614) 538-0660






      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 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 ____


The Company has 3,850,166 shares of $0.15 par value common stock  outstanding as
of February 28, 1997.





                                       
<PAGE>



<TABLE>
<CAPTION>

                         TROPIC COMMUNICATIONS, INC.

                                  FORM 10-Q
                    For the Quarter Ended January 31, 1997


                                    INDEX


                        Part I: Financial Information


<S>                                                                 <C>
                                                                    Page
Item 1.
Financial Statements

   (a) Consolidated Balance Sheets as of January 31, 1997
         and April 30, 1996                                            3

   (b) Statement of Consolidated Operations for the Three 
         Months Ended January 31, 1997 and 1996                        4                            

   (c) Statement of Consolidated Operations for the Nine 
         Months Ended January 31, 1997 and 1996                        5                             

   (d) Statement of Consolidated Cash Flow for the Nine 
         Months Ended January 31, 1997 and 1996                        6                            

   (e) Notes to Consolidated Financial Statements                      8

Item 2.  Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                        11                         


                          Part II: Other Information

Item 4.  Submission of Matters to a Vote of Security Holders          12

Item 6.  Exhibit Index and Reports on Form 8-K                        13

       Signatures                                                     19

</TABLE>




                                       2
<PAGE>


<TABLE>
<CAPTION>


                                    PART I

Item 1.  Financial Statements
                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets
                                                         January 31,   April 30,
                                                            1997         1996
<S>                                                    <C>           <C>

Assets:
Cash                                                   $      1,436 $    14,021
Deposits and accounts receivable (net of allowance 
  for doubtful accounts of $2,500 and $5,800,
  respectively)                                              30,232      46,300
Residual notes receivable                                     1,967       5,000
Equipment notes and accrued interest receivable           4,082,397  14,937,756
Leased property under capital lease, at cost (net 
  of accumulated amortization of $14,257,774 and 
  $99,288,753, respectively)                                      -           -
Property and equipment, at cost (net of accum-
  ulated depreciation of $555,631 and 513,934, 
  respectively)                                             356,467     393,002
Cost in excess of net assets acquired (net of 
  accumulated amortization of $1,651,721 and 
  $1,488,138, respectively)                               1,593,663   1,757,246
Investment in partnerships                                   45,498      45,498
Investment in unconsolidated affiliates                     800,800         500
Broadcasting rights                                          35,228      93,471
Other assets                                                 47,955      56,299
                                                        ----------- -----------
             Total Assets                               $ 6,995,643 $17,349,093
                                                        =========== ===========
Liabilities:
Accounts payable and accrued expenses                   $   232,284 $   282,025
Notes payable and accrued interest payable -
  related parties                                           298,798     263,845
Notes payable and accrued interest payable                  550,920     511,685
Broadcasting rights                                          35,228      93,471
Capital lease obligation and accrued interest payable     4,082,397  14,938,702
Accrued officer compensation and accrued interest 
  payable                                                   586,477     342,943
Unearned income                                               1,366       1,366
                                                        ----------- -----------
             Total Liabilities                            5,784,470  16,434,037
                                                        ----------- -----------
Shareholders' Equity:
Preferred stock, $0.01 par value, 1,000,000 
  shares authorized none issued and outstanding
Common stock, $0.15 par value, 50,000,000 shares 
  authorized, 3,852,566 and 3,254,566 shares 
  issued, respectively                                      577,885     488,185
Paid in capital                                           9,000,738   8,672,987
Retained deficit                                         (8,355,862) (8,234,528)
                                                        ----------- -----------
                                                          1,222,761     926,644
Treasury stock, at cost, 2,400 shares                       (11,588)    (11,588)
                                                        ----------- -----------
             Total Shareholders' Equity                   1,211,173     915,056
                                                        ----------- -----------
     Total Liabilities and Shareholders' Equity         $ 6,995,643 $17,349,093
                                                        =========== ===========
</TABLE>



         See accompanying notes to consolidated financial statements.



                                       3
<PAGE>



<TABLE>
<CAPTION>

                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                     Statement of Consolidated Operations

                                                  Three Months Ended January 31,
                                                  ------------------------------
                                                          1997        1996
<S>                                                    <C>         <C>

Revenues:
   Rental income                                       $    2,492  $   51,488
   Commissions, fees, advertising and other income         87,071     110,835
   Interest income                                        138,807     760,530
                                                       ----------  ----------
             Total Revenues                               228,370     922,853
                                                       ----------  ----------

Cost and Expenses:
   Marketing, administrative and other operating 
     expenses                                             238,570     214,889
   Advisory services                                            -           -
   Interest expense - related parties                      22,224      14,512
   Interest expense                                       152,833   1,346,973
   Depreciation and amortization of property, 
     equipment and leased property under capital 
     lease                                                 12,970    (509,973)
   Amortization of cost in excess of net assets 
     acquired and other intangible assets                  57,628      57,628
                                                       ----------  ----------
             Total Costs and Expenses                     484,225   1,124,029
                                                       ----------  ----------
Net income (loss)                                      $ (255,855) $ (201,176)
                                                       ==========  ==========

Primary Net Income (Loss) Per Share                    $    (0.07) $    (0.07)
                                                       ==========  ==========
Fully Diluted Net Income (Loss) Per Share              $    (0.07) $    (0.07)
                                                       ==========  ==========

Average Number of Common and
   Common Equivalent Shares:
        Primary                                         3,850,166   2,748,473
        Fully diluted                                   3,850,166   2,748,473


</TABLE>










         See accompanying notes to consolidated financial statements.







                                       4
<PAGE>


<TABLE>
<CAPTION>



                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                     Statement of Consolidated Operations

                                                   Nine Months Ended January 31,
                                                   -----------------------------
                                                           1997       1996

<S>                                                    <C>         <C>
Revenues:
   Rental income                                       $    7,432  $1,321,694
   Commissions, fees, advertising and other income      1,081,845     463,277
   Interest income                                        715,418   2,583,388
                                                       ----------  ----------
             Total Revenues                             1,804,695   4,368,359
                                                       ----------  ----------

Cost and Expenses:
   Marketing, administrative and other operating
     expenses                                             801,319     825,682
   Advisory services                                       92,450           -
   Interest expense - related parties                      60,276      30,007
   Interest expense                                       757,404   2,685,899
   Depreciation and amortization of property, 
     equipment and leased property under capital 
     lease                                                 41,697   1,323,712
   Amortization of cost in excess of net assets 
     acquired and other intangible assets                 172,883     172,883
                                                       ----------  ----------
             Total Costs and Expenses                   1,926,029   5,038,183
                                                       ----------  ----------
Net income (loss)                                      $ (121,334) $ (669,824)
                                                       ==========  ==========

Primary Net Income (Loss) Per Share                    $    (0.03) $    (0.27)
                                                       ==========  ==========
Fully Diluted Net Income (Loss) Per Share              $    (0.03) $    (0.27)
                                                       ==========  ==========

Average Number of Common and
   Common Equivalent Shares:
        Primary                                         3,632,657   2,470,993
        Fully diluted                                   3,632,657   2,470,993


</TABLE>










         See accompanying notes to consolidated financial statements.







                                       5
<PAGE>


<TABLE>
<CAPTION>



                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                     Statement of Consolidated Cash Flows
                    Increase in Cash and Cash Equivalents

                                                   Nine Months Ended January 31,
                                                   -----------------------------
                                                          1997       1996
<S>                                                    <C>         <C>

Cash Flows From Operating Activities:
   Rental income                                       $    7,432  $    7,279
   Commissions, fees, advertising and other receipts      185,484     201,421
   Marketing, administrative and other operating
     payments                                            (610,112)   (577,991)
   Interest receipts                                        3,096         342
   Interest payments                                       (5,473)    (99,567)
                                                       ----------  ----------
     Net Cash Used For Operating Activities              (419,573)   (468,516)
                                                       ----------  ----------

Cash Flows From Investing Activities:
   Purchases of property and equipment                     (5,162)       (436)
   Investment in unconsolidated affiliates                   (300)          -
                                                       ----------  ----------
        Net Cash Used For Investing Activities             (5,462)       (436)
                                                       ----------  ----------

Cash Flows From Financing Activities:
   Proceeds from issuance of stock                        417,451     375,839
   Issuance of stock                                            -     272,736
   Proceeds from officer loans                                  -      11,500
   Proceeds from related party loans                        6,858           -
   Proceeds from other borrowings                          25,000           -
   Principal payment on other borrowings                  (21,500)   (187,356)
   Principal payment on officer loan                      (11,500)          -
   Principal payments on radio acquisition financing            -      (2,726)
   Principal payments on capital lease obligation
     and other financing                                   (3,859)     (4,456)
                                                       ----------  ---------- 
        Net Cash Provided By Financing Activities         412,450     465,537
                                                       ----------  ---------- 

Net Increase (Decrease) in Cash and Cash Equivalents      (12,585)     (3,415)

Cash and Cash Equivalents at Beginning of Period           14,021       4,180
                                                       ----------  ---------- 

Cash and Cash Equivalents at End of Period             $    1,436  $      765
                                                       ==========  ==========
</TABLE>






         See accompanying notes to consolidated financial statements.





                                       6
<PAGE>




<TABLE>
<CAPTION>

                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                     Statement of Consolidated Cash Flows

                        Reconciliation of Net Loss to
                    Net Cash Used For Operating Activities


                                                   Nine Months Ended January 31,
                                                   -----------------------------
                                                          1997       1996
<S>                                                    <C>         <C>
Net income (loss)                                      $ (121,334) $ (669,824)
                                                       ----------  ----------

Adjustment to reconcile net loss to net cash 
  used for operating activities:
Expenses and revenues not affecting operating 
  activities:
   Depreciation and amortization of equipment, 
     cost in excess of net assets acquired and 
     other intangible assets                              214,580   1,496,595
   Deferred costs expensed                                      -       1,600
   Rental income                                                -  (1,314,914)
   Leasing interest income                               (714,422) (2,580,812)
   Leasing interest expense                               714,422   2,627,868
   Fee income recognized from stock retained in
     unconsolidated affiliates                           (800,000)          -
Changes in assets and liabilities:
  Changes in accrued interest income                        2,100      (2,234)
  Changes in accrued interest expense                      97,785     (11,529)
  Changes in residual notes and accounts receivable        17,001     (77,999)
  Changes in other assets                                    (956)      2,237
Changes in notes and accounts payable and accrued
  expenses                                                171,251      61,315
   Equipment acquired by barter transactions                    -      (1,875)
   Other                                                        -       1,056
                                                       ----------  ----------
     Total Adjustments                                   (298,239)    201,308
                                                       ----------  ----------   
                                                       $ (419,573) $ (468,516)
                                                       ==========  ==========

</TABLE>

                      Supplemental Cash Flow Information

   Investment in Finance  Assets.  The Company  acquires leases of equipment and
leases receivable  partially by assuming existing  financing.  Also, the Company
may sell or dispose of such assets with a  commensurate  transfer of any related
financing  to the  transferee.  During the nine  months  ended  January 31, 1997
leasehold tenancy  positions  terminated which reduced the gross value of Leased
Property Under Capital Lease by $85,030,979 and  accumulated  amortization by an
equivalent  amount.  There were no  acquisitions or disposals of equipment lease
portfolio assets in the nine months ended January 31, 1997.






         See accompanying notes to consolidated financial statements.





                                       7
<PAGE>





                 TROPIC COMMUNICATIONS, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements


1. Consolidated Financial Statements

   The  consolidated  balance  sheet as of January 31,  1997,  the  statement of
consolidated  operations  for the three and nine months ended  January 31, 1997,
and the statement of consolidated cash flows for the three and nine months ended
January  31,  1997,  have been  prepared by the Company  without  audit.  In the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations  and cash flows at January 31, 1997,  and for all periods  presented,
have been made.

   Certain  information and footnote  disclosure  normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.  It is  suggested  that  these  consolidated
financial  statements be read in conjunction  with the financial  statements and
notes thereto  included in the Company's April 30, 1996 and 1995,  annual Report
to the Securities and Exchange Commission on Form 10-K.

2. Services Agreements

   On May 21, 1996, the Company  entered into an agreement with The Flood Group,
incorporated  ("Flood") and its shareholders  whereby the Company was engaged to
provide administrative,  staffing,  accounting and communications  services. For
its  services,  the Company  received  $20,000 in cash plus 90,000 shares of the
common stock of CyberSense Systems  Corporation  ("CyberSense"),  a newly formed
holding  company  owning  100% of the  outstanding  common  stock of Flood.  The
Company  believes  that  the  value of its  services  to be  $355,000,  of which
$335,000,  being the value of its shares of CyberSense  common  stock,  has been
recorded as income in the current period.  The remaining $20,000 was received in
cash on September 3, 1996.  In business  since the early 1980s,  Flood  markets,
installs and services  proprietary  software,  the SENTINEL(TM) Noise Monitoring
System, and systems for airports and heavy industrial  facilities to monitor and
manage the impact of noise. Flood also provides noise monitoring products to the
cellular and wireless communications providers.  Flood has installed or upgraded
noise management/abatement facilities for the Los Angeles Department of Airports
(LA   International,    Ontario    International   and   Van   Nyes   airports),
Sarasota-Bradenton  (Florida) and the Seattle-Tacoma International Airports. The
airport noise abatement market is estimated at $450 million  worldwide with $150
million in North America, two-thirds of that in the United States.

   On May 22,  1996,  the Company  entered  into an  agreement  with ICCS,  Inc.
("ICCS")  and its  shareholders  whereby  the  Company  was  engaged  to provide
administrative,  staffing,  accounting  and  communications  services.  For  its
services,  the Company will receive  $40,000 in cash plus 125,000  shares of the
common stock of ICCS Solutions,  Inc. a newly formed holding company owning 100%
of the outstanding  common stock of ICCS. The Company believes that the value of
its services to be $505,000 and has  recorded  income of $465,000,  representing
the value of its shares of ICCS  Solutions,  Inc.  common stock,  in the current
period,  plus  $40,000 of cash to be  received.  ICCS,  in business  since 1981,
provides data processing software  development and computer network installation
services and is the exclusive United States distributor for "QL Financial" which
is  a  client/server  based  financial  software   application  for  accounting,
distribution  and  manufacturing.  The software was  developed by  MicroCompass,
Ltd., Seansea,  Wales, United Kingdom. This software has been ISO 9000 certified
by KMPG Peat  Marwick  and is  presently  operating  in ten sites in the  United
Kingdom.

     The Company has provided each of these  companies with  administrative  and
accounting  services including the services of its principal  executive officers
who  serve  as  officers  and  directors  of  each  company  and  who  also  own
collectively  60,000 shares of the common stock of CyberSense and 165,000 shares
of the common stock of ICCS Solutions. The Company has also entered into a Stock
Registration  Agreements  with ICCS Solutions and CyberSense  which provides for
the registration of the shares of common stock held by the Company.

     The Company has recorded its receipt of the shares of common stock in these
companies (see balance sheet caption "Investment in unconsolidated  affiliates")
at the value  attributable  to the services it has provided and will account for
its  investment in such  securities  using the lower of cost or market method of
accounting.  Each company is in the process of expanding its business activities
and  financing  the costs of its expansion  which  financings  will require each
company to issue  additional debt or equity  securities  which may have either a


                                       8
<PAGE>

positive or adverse  effect on the value of the  Company's  shares of each.  The
Company  will  evaluate  the  value  of  these  securities  annually  and may if
circumstances dictate, write down, but not up, the value of these securities.

     The Company does not intend to operate as an investment company and subject
itself to  regulation  under the  Investment  Company Act of 1940. It therefore,
will not,  among  others,  engage in the  business  of  investing,  reinvesting,
owning, holding or trading in securities or own or acquire investment securities
(defined in the Investment  Company Act as all securities  other than government
securities, securities issued by employees' securities companies, and securities
issued by  majority-owned  subsidiaries  of the owner  which are not  investment
companies)  having a value  exceeding  40% of the value of the  Company's  total
assets (exclusive of government  securities and cash items) on an unconsolidated
basis.

3. Earnings Per Share

   For the three and nine  months  ended  January  31,  1997,  primary and fully
diluted  earnings per share amounts,  are computed based on 3,850,166 shares and
3,632,657  shares,  respectively,  the weighted  average number of common shares
outstanding.   Included  in  the  weighted   average  number  of  common  shares
outstanding  at January 31, 1997 are 598,000  shares issued upon the exercise of
stock options  granted  under  consulting  agreements.  If these shares had been
issued at the beginning of the period,  primary and fully diluted loss per share
would have been ($0.03).

   For the three and nine  months  ended  January  31,  1996,  primary and fully
diluted  earnings per share amounts are computed  based on 2,748,473  shares and
2,470,993  shares,  respectively,  the weighted  average number of common shares
outstanding.   Included  in  the  weighted   average  number  of  common  shares
outstanding  at January 31, 1996 are 370,560  shares issued upon the exercise of
stock options  granted  under  consulting  agreements;  a net increase of 17,334
shares as a result of the  issuance of 24,000  shares at $.3125 per share, to an
officer upon exercise of employee  stock options in exchange for 6,666 shares of
the  Company's  common stock,  which were retired;  and, the issuance of 453,836
shares  to  replace  226,768  collateral  shares,  valued  at  $272,736,  of the
Company's common stock owned by its Chief Executive Officer, surrendered,  under
court order, to certain secured  noteholders,  pursuant to the terms of a Pledge
Agreement between the Company and its Chief Executive  Officer.  If these shares
had been issued at the  beginning of the period,  primary and fully diluted loss
per share would have been ($0.23).

   The employee  stock options and other stock options  granted are not included
in primary or fully  diluted  earnings  per share for the three and nine  months
ended  January 31, 1997 and 1996 as the effect of including the options would be
anti-dilutive.

4. Advertising Revenue and Barter Transactions

   During the nine months ended January 31, 1997 and 1996 the Company recognized
$247,225 and $417,071 of advertising revenue, respectively, which is included in
commissions,  fees,  advertising  and other  income.  Such  advertising  revenue
included $116,662 and $270,387 of barter  transaction  revenue in 1997 and 1996,
respectively.  Also,  the Company  recognized  $116,662  and  $268,512 of barter
transaction   expense,   respectively,   which   is   included   in   marketing,
administrative  and other operating  expenses.  The amount of goods and services
which  were  received  or used  prior to the  transmission  of  advertising  was
insignificant as of the balance sheet date.

5. Employee Stock Option Plans

   The  following  table sets forth:  (1) the number of shares of the  Company's
common stock issuable at January 31, 1997 pursuant to outstanding  Options;  (2)
the  exercise  price  per  share;  (3) the  aggregate  exercise  price:  (4) the
expiration  dates; and (5) the market values of such shares at January 31, 1997,
based on $.8125 per share,  which is the average of the high and low ask and bid
prices on the OTC Bulletin Board at January 31, 1997.
<TABLE>
<CAPTION>

                            Number of
                            Shares                                     Market
                            Covered By  Exercise  Aggregate            Value at
                            Outstanding Price Per Exercise  Expiration January 
           Plan             Options     Share     Price     Dates      31, 1997
- --------------------------- ----------- --------- --------- ---------- --------- 
<S>                            <C>      <C>       <C>        <C>        <C>

Incentive Stock Option Plan    30,000   $ 0.3125  $  9,375   07/15/03   $24,375

Incentive Stock Option Plan    67,167   $ 0.3125  $ 20,990   01/06/05   $54,573

</TABLE>

                                       9
<PAGE>

   On  September  30,  1996,  333  Incentive  Stock  Option  Plan  options  were
terminated.  All  Options  are  currently  exercisable.  However,  there were no
Options exercised during the current period.


6. Other Stock Options

   On May 16,  1996,  the  Company  granted  options  under an Option  Agreement
related to a service agreement with an attorney for options on 340,000 shares of
common stock at $1.00 per share. The optionee  exercised options for all 340,000
shares on July 2, 1996 for a total of $340,000 in cash.

   Under the terms of a marketing agreement with a radio marketing company,  the
Company  agreed to issue  258,000 free trading  shares of the  Company's  common
stock for promotional services covering the six month term of the agreement. The
Company had suspended  the agreement and on September 12, 1996,  the Company and
the marketer mutually agreed to terminate the agreement.  The Company has issued
47,000  shares of common  stock in full  settlement  for  services  rendered and
costs,  valued at $35,250,  incurred  by the  marketer  in  connection  with the
agreement.  This settlement is reflected in these financial statements as if the
settlement had occurred on May 1, 1996.

   On October 31, 1996, the Company issued 211,000 shares of common stock valued
at $42,200 in connection with advisory services rendered.





                                       10
<PAGE>




Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

   The  Company's  reductions in rental  income  (99%),  interest  income (72%),
interest expense (70%) and  depreciation and amortization  expense (86%) for the
first nine months of fiscal 1997 compared to the same period of fiscal 1996 is a
result of a substantial  reduction,  through normally  scheduled  payoff, in the
number of lease  portfolios  compared with the number of leases operative in the
first nine months of the prior fiscal year.  The Company has not  undertaken any
new equipment lease  portfolio  acquisitions in the first nine months of 1997 or
1996.

   The change in revenues from commissions,  fees,  advertising and other income
can be attributed to an increase of $800,000 for  administrative  and consulting
fees  recognized in connection  with mergers (see Note 2 - Notes to Consolidated
Financial  Statements)  consummated  during the first fiscal  quarter 1997 and a
decrease of  approximately  $189,000 in advertising  revenues as a result of the
termination  of its  agreement  to operate  radio  stations  WMOG-AM and WMOG-FM
located in Brunswick, Georgia, effective July 31, 1995.

   Marketing,  administrative and other expenses  increased  approximately 8% in
the nine months  ended  January 31, 1997  compared to the same period last year.
The components of the change include  increases in advisory  services of $92,450
and officer compensation,  reinstated in the fourth quarter of fiscal 1996 after
being suspended during fiscal 1995, of $233,580, and a decrease of approximately
$211,000  related  to the  operation  of the  Georgia  radio  stations  and  the
Company's  ongoing efforts to reduce or eliminate  administrative  and operating
expenses.

Liquidity and Capital Resources

   During the nine months ended January 31, 1997, the Company incurred a loss of
$121,334 which  includes  non-cash  activity of $298,239.  The result is a cash
loss from operations of $419,573 which was funded by proceeds from the exercise 
of options for the purchase of the Company's common stock.

   The Company has met its  operating  needs from  revenues,  the  management of
trade and other  credit and proceeds  received  from the exercise of options for
the purchase of shares of common stock. The Company is actively seeking business
acquisition and other business  combination or other  transaction  opportunities
from which it can earn fees and other income. The Company is preparing proposals
to undertake several additional business investment,  acquisition or combination
transactions,  and if successful,  estimates that it will earn  substantial fees
and revenues for the fiscal year ending April 30, 1997, although there can be no
assurance the Company can earn any income from these or other  undertakings  for
the fiscal year ending April 30, 1997.

   As of  the  date  of  this  report,  the  Company's  obligations  consist  of
approximately  $230,000 in accounts  payable and accrued  expenses,  $184,400 in
term notes payable and accrued interest in respect of WLTT-FM,  $53,400 in other
notes payable and accrued interest to a Trust in which the Company's C.E.O. is a
co-trustee,  $310,000  due in respect  of Bridge  Notes  held by  affiliates  or
parties  cooperative with the Company and the remaining  balance of Bridge Notes
held by  members of the  Generation  Capital  Associates  investor  group  ("GCA
Group"). As to the Bridge Note obligations,  on or about March 11, 1996, the GCA
Group was granted a summary  judgment on its claim for liability and  dismissing
the Company's counter-claims. As a part of this order, the GCA Group was ordered
to produce their  responses to the Company's  requests for discovery,  which the
Company  expects will  demonstrate  that the notes have been paid.  Although GCA
Group has yet to  produce  the  discovery,  the  Company  expects  to appeal the
summary judgment and that it will  re-institute its  counter-claims  against the
GCA Group.  The  Company  anticipates  that it will  cooperatively  work out the
repayment of the other Bridge Notes and will meet its other  obligations  in the
ordinary course of its business.









                                       11
<PAGE>


<TABLE>
<CAPTION>


                                   PART II

<S>                                                                 <C>
                                                                    Page
Item 4. Submission of Matters to Vote of Security Holders

        None

Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

            Exhibit 11.   Computation re:  earnings per share, 
              attached hereto as Exhibit 11                           13

        (b) Reports on Form 8-K

            None

</TABLE>








                                       12
<PAGE>




Item  6.

     (a) Exhibit 11.  Earnings Per Share:

     Computation  of  Primary  Earnings  Per  Share.  A  computation  of fully
diluted earnings per share is not presented as it is the same as the computation
of primary earnings per share.
<TABLE>
<CAPTION>

     Primary Earnings Per Share:

                                                   Three Months EndedJanuary 31,
                                                   -----------------------------
                                                          1997       1996
<S>                                                    <C>         <C>
     Weighted average number of common shares 
       outstanding                                      3,850,166   2,748,473

     Shares assumed to be issued upon exercising
      of stock purchase rights                                  -           -
                                                       ----------  ----------
     Average number of common and common
      equivalent shares                                 3,850,166   2,748,473
                                                       ==========  ==========

     Net income (loss)                                 $ (255,855) $ (201,176)

     Increase  in  interest  income  (net of tax)
       from  assumed  investment  in certificates 
       of deposit and decrease in interest  expense
       (net of tax) for assumed  payment of  short-
       term  debt with assumed  stock  purchase  
       right proceeds in excess of 20% repurchase 
       limitation                                               -           -
                                                       ----------  ----------
     Adjusted net income (loss)                        $ (255,855) $ (201,176)
                                                       ==========  ==========

     Net income (loss) per common share                $    (0.07) $    (0.07)
                                                       ==========  ==========
</TABLE>





                                       13
<PAGE>



<TABLE>
<CAPTION>


   Primary Earnings Per Share:

                                                   Nine Months Ended January 31,
                                                   -----------------------------
                                                          1997       1996
<S>                                                    <C>         <C>
    Weighted average number of common shares
       outstanding                                      3,632,657   2,470,993

     Shares assumed to be issued upon exercising
      of stock purchase rights                                  -           -
                                                       ----------   --------- 
     Average number of common and common
      equivalent shares                                 3,632,657   2,470,993
                                                       ==========  ==========

     Net income (loss)                                 $(121,334)   $(669,824)

     Increase  in  interest  income  (net of tax)
       from  assumed  investment  in certificates 
       of deposit and decrease in interest  expense
       (net of tax) for assumed  payment of  short-
       term  debt with assumed  stock  purchase  
       right proceeds in excess of 20% repurchase 
       limitation                                               -           -
                                                       ----------   ---------
     Adjusted net income (loss)                        $ (121,334)  $(669,824)
                                                       ==========   =========

     Net income (loss) per common share                $    (0.03)  $   (0.27)
                                                       ==========   =========
</TABLE>

Notes regarding the calculation of primary earnings per share:

   For the three and nine months ended January 31, 1997 and 1996 shares issuable
under  stock  purchase  rights,  are not  included  in primary or fully  diluted
earning since the inclusion would be anti-dilutive.

   Included in the  weighted  average  number of common  shares  outstanding  at
January 31, 1997 are 598,000 shares issued pursuant to exercise of stock options
granted under consulting agreements.  Included in the weighted average number of
common shares outstanding at January 31, 1996 are 370,560 shares issued upon the
exercise of stock options granted under consulting agreements; a net increase of
17,334  shares as a result of the issuance of 24,000  shares a $.3125 per share,
to an officer  upon  exercise of employee  stock  options in exchange  for 6,666
shares of the Company's common stock,  which were retired;  and, the issuance of
453,836 shares to replace 226,768 collateral shares,  valued at $272,736, of the
Company's common stock owned by its Chief Executive Officer, surrendered,  under
court order, to certain secured  noteholders,  pursuant to the terms of a Pledge
Agreement between the Company and its Chief Executive Officer.

If these  shares had been  issued at the  beginning  of the nine month  periods,
primary and fully diluted earnings per share would have been $(0.03) and $(0.23)
in 1997 and 1996, respectively.





                                       14
<PAGE>





   Additional primary and fully diluted earnings per share computations pursuant
to Regulation S-K, CFR Section  229.601(b)(11):  The following  computations are
submitted for  informational  purposes only pursuant to Regulation S-K, although
they are contrary to APB15.
<TABLE>
<CAPTION>

   Primary Earnings Per Share (Additional):

                                                  Three Months Ended January 31,
                                                  ------------------------------
                                                          1997       1996
<S>                                                    <C>         <C>

     Weighted average number of common shares 
       outstanding                                      3,850,166   2,748,473

     Shares assumed to be issued upon exercising
      of stock purchase rights                             44,183      41,325
                                                       ----------  ----------
     Average number of common and common
      equivalent shares                                 3,894,349   2,789,798
                                                       ==========  ==========

     Net income (loss)                                 $ (255,855) $ (201,176)

     Increase  in  interest  income  (net of tax)
       from  assumed  investment  in certificates 
       of deposit and decrease in interest  expense
       (net of tax) for assumed  payment of  short-
       term  debt with assumed  stock  purchase  
       right proceeds in excess of 20% repurchase 
       limitation                                               -           -
                                                       ----------  ----------
     Adjusted net income (loss)                        $ (255,855) $ (201,176)
                                                       ==========  ==========

     Net income (loss) per common share                $    (0.07) $   (0.07)
                                                       ==========  ========= 
</TABLE>




                                       15
<PAGE>


<TABLE>
<CAPTION>


   Primary Earnings Per Share (Additional):

                                                   Nine Months Ended January 31,
                                                   -----------------------------
                                                          1997       1996
<S>                                                    <C>         <C>

     Weighted average number of common shares
       outstanding                                      3,632,657   2,470,993

     Shares assumed to be issued upon exercising
      of stock purchase rights                            156,438     155,435
                                                       ----------  ---------- 
     Average number of common and common
      equivalent shares                                 3,789,095   2,626,428
                                                       ==========  ==========

     Net income (loss)                                 $ (121,334) $ (669,824)

     Increase  in  interest  income  (net of tax)
       from  assumed  investment  in certificates 
       of deposit and decrease in interest  expense
       (net of tax) for assumed  payment of  short-
       term  debt with assumed  stock  purchase  
       right proceeds in excess of 20% repurchase 
       limitation                                               -           -
                                                       ----------  ----------
     Adjusted net income (loss)                        $ (121,334) $ (669,824)
                                                       ==========  ==========

     Net income (loss) per common share                $    (0.03) $    (0.26)
                                                       ==========  ==========
</TABLE>





                                       16
<PAGE>




<TABLE>
<CAPTION>

Fully Diluted Earnings Per Share (Additional):

                                                  Three Months Ended January 31,
                                                  ------------------------------
                                                          1997       1996
<S>                                                    <C>         <C>
     Weighted average number of common shares 
       outstanding                                      3,850,166   2,748,473

     Shares assumed to be issued upon exercising
      of stock purchase rights                             59,800      65,505
                                                       ----------  ---------- 
     Average number of common and common
      equivalent shares                                 3,909,966   2,813,978
                                                       ==========  ==========

     Net income (loss)                                 $ (255,855) $ (201,176)

     Increase  in  interest  income  (net of tax)
       from  assumed  investment  in certificates 
       of deposit and decrease in interest  expense
       (net of tax) for assumed  payment of  short-
       term  debt with assumed  stock  purchase  
       right proceeds in excess of 20% repurchase 
       limitation                                               -           -
                                                      -----------  ----------
     Adjusted net income (loss)                       $  (255,855) $ (201,176)
                                                      ===========  ==========

     Net income (loss) per common share               $     (0.07) $    (0.07)
                                                      ===========  ==========

</TABLE>




                                       17
<PAGE>


<TABLE>
<CAPTION>


Fully Diluted Earnings Per Share (Additional):

                                                   Nine Months Ended January 31,
                                                   -----------------------------
                                                          1997       1996
<S>                                                    <C>         <C>
     Weighted average number of common shares 
       outstanding                                      3,632,657   2,470,993

     Shares assumed to be issued upon exercising
      of stock purchase rights                            227,822     185,857
                                                       ----------  ---------- 
     Average number of common and common
      equivalent shares                                 3,860,479   2,656,850
                                                       ==========  ==========

     Net income (loss)                                 $ (121,334) $ (669,824)

     Increase  in  interest  income  (net of tax)
       from  assumed  investment  in certificates 
       of deposit and decrease in interest  expense
       (net of tax) for assumed  payment of  short-
       term  debt with assumed  stock  purchase  
       right proceeds in excess of 20% repurchase 
       limitation                                               -           -
                                                       ----------   --------- 
     Adjusted net income (loss)                        $ (121,334)  $(669,824)
                                                       ==========   =========

     Net income (loss) per common share                $    (0.03)  $   (0.25)
                                                       ==========   =========
</TABLE>


Notes regarding the calculation of primary and fully diluted  earnings per share
pursuant to Regulation S-K, CFR Section 229.601(b)(11):

   For the nine months  ended  January 31, 1997 and 1996,  primary  earnings per
share includes the exercise of stock purchase rights is assumed at the beginning
of the period or the date of grant,  if granted  during the period.  Pursuant to
the treasury stock method shares  assumed to be issued upon  exercising of stock
purchase  rights  represents  the number of shares issued upon assumed  exercise
less shares repurchased at the average market price.

   For the nine months ended January 31, 1997 and 1996,  fully diluted  earnings
per share is computed under the  aforementioned  method as primary  earnings per
share,  except the  repurchase  of shares uses the higher of the average  market
price during the period or the ending market  price,  unless shares are actually
issued  pursuant  to  exercise,  then  the  average  market  price on the day of
exercise is used.

   Included in the  weighted  average  number of common  shares  outstanding  at
January 31, 1997 are 598,000 shares issued pursuant to exercise of stock options
granted under consulting agreements.  Included in the weighted average number of
common shares outstanding at January 31, 1996 are 370,560 shares issued upon the
exercise of stock options granted under consulting agreements; a net increase of
17,334  shares as a result of the issuance of 24,000  shares a $.3125 per share,
to an officer  upon  exercise of employee  stock  options in exchange  for 6,666
shares of the Company's common stock,  which were retired;  and, the issuance of
453,836 shares to replace 226,768 collateral shares,  valued at $272,736, of the
Company's common stock owned by its Chief Executive Officer, surrendered,  under
court order, to certain secured  noteholders,  pursuant to the terms of a Pledge
Agreement between the Company and its Chief Executive  Officer.  If these shares
had been issued at the  beginning  of the  periods,  primary  and fully  diluted
earnings  per  share  would  have been  ($0.03)  and  ($0.23)  in 1997 and 1996,
respectively.

   (b)   Reports on Form 8-K

      None





                                       18
<PAGE>





   Pursuant to the  requirements  of the Securities and Exchange Act of 1934 the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                           TROPIC COMMUNICATIONS, INC.
                                           (Registrant)


                                               /s/ JOHN E. RAYL
Date:   March 17, 1997                     By:__________________________________
                                              JOHN E. RAYL
                                              Chief Executive Officer,
                                              President and Treasurer
                                              (Principal Financial Officer)


                                       19


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE CONTAINS FINANCIAL SUMMARY INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE STATEMENT OF CONSOLIDATED OPERATIONS AND 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000791027
<NAME>                        Tropic Communications, Inc.
<MULTIPLIER>                                   1
<CURRENCY>                                     US Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              APR-30-1997
<PERIOD-START>                                 MAY-01-1996
<PERIOD-END>                                   JAN-31-1997
<EXCHANGE-RATE>                                1
<CASH>                                               1,436
<SECURITIES>                                             0
<RECEIVABLES>                                    4,117,096
<ALLOWANCES>                                        (2,500)
<INVENTORY>                                              0
<CURRENT-ASSETS>                                         0
<PP&E>                                          15,169,872
<DEPRECIATION>                                 (14,813,405)
<TOTAL-ASSETS>                                   6,995,643
<CURRENT-LIABILITIES>                            5,784,470
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                           577,885
<OTHER-SE>                                         633,288
<TOTAL-LIABILITY-AND-EQUITY>                     6,995,643
<SALES>                                                  0
<TOTAL-REVENUES>                                 1,804,695
<CGS>                                                    0
<TOTAL-COSTS>                                            0
<OTHER-EXPENSES>                                 1,108,349
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 817,680
<INCOME-PRETAX>                                   (121,334)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                               (121,334)
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (121,334)
<EPS-PRIMARY>                                        (0.03)
<EPS-DILUTED>                                        (0.03)
        


</TABLE>


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