SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from __________ to __________
Commission file number 0-18122
ANTENNAS AMERICA, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Utah 87-0454148
------------------------------ ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
4860 Robb Street, Suite #101,
Wheat Ridge, Colorado 80033
----------------------------- --------
(Zip Code)
(303) 421-4063
---------------------------------------------
(Issuer's telephone number, including area code)
4860 Robb Street, Suite #101, Wheat Ridge, Colorado 80033
----------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has 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 September 30, 1996 the Registrant had outstanding 72,539,422 shares of its
common stock, par value $.0005.
Transitional Small Business Disclosure Format (Check One):
Yes No X
----- -----
<PAGE>
ANTENNAS AMERICA, INC.
FORM 10-QSB
SEPTEMBER 30, 1996
TABLE OF CONTENTS
Page No.
Part I
Item 1. Financial Statements
Balance Sheet as of September 30, 1996 .................... 3
Statements of Operations for the Three
and Nine Months Ended September 30, 1996 and 1995 ........ 4
Statements of Cash Flows for the Nine Months
Ended September 30, 1996 and 1995 ........................ 5
Note to Financial Statements ............................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................... 7-8
Part II
Item 6. Exhibits and Reports on Form 8-K ....................... 9
2
<PAGE>
ANTENNAS AMERICA, INC.
BALANCE SHEET
FOR THE PERIOD ENDED SEPTEMBER 30, 1996
ASSETS
------
9/30/96
-------
Current Assets:
Cash $ 26,887
Accounts Receivable $ 287,403
Inventories $ 209,301
Prepaid Expenses $ 23,215
Tax Asset (NOL) $ 254,162
------------
$ 800,968
Machinery & Equipment net of
accumulated depreciation $ 148,314
Other assets:
Intangible assets net of
accumulated amortization $ 49,474
Deposits $ 24,112
------------
Total Assets $ 1,022,868
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Notes Payable $ 237,664
Accounts Payable $ 199,616
Accounts Payable-related party $ 6,000
Accrued employee compensation $ 3,899
Other accrued liabilities $ 81,050
Customer deposits $ 22,593
------------
Total current liabilities $ 550,822
Notes payable, officers $ 124,366
Shareholders' Equity
Common stock, .0005 per value
250,000,000 shares authorized
72,539,422 shares issued and
outstanding. $ 35,570
Paid in capital $ 581,485
Subscriptions to common stock $ 224,000
Retained earnings (deficit) $ (493,375)
------------
Total Equity $ 347,680
Total Liabilities and Equity $ 1,022,868
3
<PAGE>
<TABLE>
<CAPTION>
ANTENNAS AMERICA, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
NINE MONTHS ENDED THREE MONTHS ENDED
--------------------------- ----------------------------
9/30/96 9/30/95 9/30/96 9/30/95
------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales, Net $ 1,496,055 $ 1,305,131 $ 533,108 $ 466,974
Cost of Sales $ 873,818 $ 857,651 $ 307,588 $ 294,351
----------- ------------ ------------ ------------
Gross Profit $ 622,237 $ 447,480 $ 225,520 $ 172,623
Selling, general and
administrative expenses $ 589,271 $ 367,537 $ 213,988 $ 143,006
----------- ------------ ------------ ------------
Income (loss)
from operations $ 32,966 $ 79,943 $ 11,532 $ 29,617
------------ ------------ ------------ ------------
Other income and (expense):
Misc. Income $ 807 $ 16,838 $ 26 $ 10,500
Gain from debt
cancellations $ 49,118 $ 3,040 $ 6,591 $ 390
Interest expense ($ 42,515) ($ 8,077) ($ 9,848) ($ 1,792)
Income from sale of
mobile antennas $ 0 $ 34,399 $ 0 $ 5,040
----------- ------------ ------------ ------------
Net income (loss)
before income taxes $ 40,376 $ 126,143 $ 8,301 $ 43,755
------------ ------------ -------------- -------------
Income Tax $ 13,728 $ 40,964 $ 2,822 $ 12,930
------------ ------------- -------------- -------------
Net income (loss) $ 26,648 $ 85,179 $ 5,479 $ 30,825
Average shares outstanding 72,539,422 69,145,535 72,539,422 69,145,535
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Antennas America, Inc.
Consolidated Statements of Cash Flows
For The Nine Months Ended September 30, 1996 and 1995
(Unaudited)
1996 1995
----------- ---------
<S> <C> <C>
Net income $ 26,648 $ 85,179
Adjustments to reconcile net
income to net cash provided by operating
activities:
Depreciation and amortization 28,309 12,100
Gain from debt cancellation -- (3,040)
Utilization of net operating loss -- 40,964
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (11,832) (101,579)
(Increase) decrease in inventory (46,985) (56,047)
(Increase) decrease in deferred tax asset 13,728 --
(Increase) decrease in prepaid expenses (19,570) 4,956
(Increase) decrease in other assets (2,037) (6,624)
Increase (decrease) in accounts payable and
accrued expenses (15,824) 50,707
Increase (decrease) in customer deposits 22,593 93
---------- ---------
Total adjustments (31,618) (58,470)
---------- ---------
Net cash provided by (used in) operating activities (4,970) 26,709
---------- ---------
Cash flows from investing activities:
Patent acquisition costs (8,108) (20,219)
Acquisition of plant and equipment (78,118) (21,946)
---------- ---------
Net cash (used in) investing activities (86,226) (42,165)
---------- ---------
Cash flows from financing activities:
Common stock subscriptions 210,250 86,250
Repayment of officer loans (24,488) (23,682)
Related party loan proceeds (repayment) -- 3,863
Proceeds from note payable 36,000 --
Purchase of officer's stock (34,605) --
Repayment of notes payable (84,985) (35,914)
---------- ----------
Net cash provided by financing activities 102,172 30,517
---------- ----------
Increase in cash 10,976 15,061
Cash, beginning of period 15,911 7,026
---------- ----------
Cash, end of period $ 26,887 $ 22,087
========== ==========
5
</TABLE>
<PAGE>
ANTENNAS AMERICA, INC.
NOTE TO FINANCIAL STATEMENTS
September 30, 1996
The unaudited financial statements included herein were prepared from the
books of the Company in accordance with generally accepted accounting principles
and reflect all adjustments which are, in the opinion of management, necessary
to provide a fair statement of the results of operations and financial position
for the interim periods. Such financial statements generally conform to the
presentation reflected in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995, and reflect adjustments which are solely of a
normal, recurring nature. The current interim periods reported herein are
included in the fiscal year subject to independent audit at the end of the year.
6
<PAGE>
ANTENNAS AMERICA, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the period ended September 30,1996
RESULTS OF OPERATIONS
The Company's net income for the three and nine months ended September
30,1996 was $5,479 and $26,648 respectively as compared with $30,825 and $85,179
for the three and nine months ended September 30,1995. The net income for the
three and nine month periods ended September 30, 1996 includes $6,591 and
$49,118 respectively, of gain from debt cancellation as compared to $390 and
$3,040 gain from debt cancellation, respectively for the three and nine month
periods ended September 30, 1995. The decrease in profits is primarily
attributable to the increase in selling, general and administrative expenses
related to the design and development of new antenna products, with increases in
interest expense, rent and advertising costs making up 53% of the total increase
in costs for the period. The increase in revenues to $533,108 for the three
months ended September 30, 1996 from $466,974 was attributable to an increase in
sales of new products introduced in this period. The increase in revenues is
also attributable to the inclusion in sales of revenues from sales of the
Company's mobile antennas. These sales were made by Antennas America
Distributing co., Inc. and were not included in the total revenues for 1995
until August 1, 1995. If these revenues for July 1996 for the three month period
ending September 30, 1995 had been included in the Statement of Operations,
revenues for that period would have increased $13,624 to $480,598. If these
sales for the nine month period ending September 30, 1995 had been included in
the Statement of Operations, revenues for that period would have increased
$140,520 to $1,445,651.
Further, the Company continued to not have the benefit of sales to its
second largest customer for the three and nine month period ended September 30,
1996 due to a sub-contractor of the Company providing sub-standard materials for
products shipped in the last quarter of 1995 and first quarter of 1996. The
Company recalled and has successfully reworked all of the products sold during
the last quarter of 1995 and first quarter of 1996. Sales of this product have
resumed, however, the Company intends to take action against the supplier of the
materials to recoup its costs to rework the products as well as, but not limited
to, additional out of pocket expense.
Gross profit margin (gross profit divided by net sales) for the three
months and nine months ended September 30, 1996 increased 5% and 8%,
respectively, as compared to the three and nine months ended September 30, 1995.
This increase is attributable to the increase in production efficiency due to
the Company's ability to maintain larger amounts of inventory to meet its
expanding production as well as the purchase of additional automated equipment
to better support its current as well as future production.
7
<PAGE>
FINANCIAL CONDITION
Current assets increased from $593,443 at December 31, 1995 to $800,968 at
September 30, 1996; and current liabilities increased from $450,822 at December
31, 1995 to $550,822 at September 30, 1996. Also during the period since
December 31, 1995, total liabilities have decreased by $66,704 and total assets
have increased by $135,589.
Shareholders' equity improved by $202,292 from $145,387 at December 31,1995
to $347,679 at September 30, 1996. The increase results primarily from the sale
of $224,000 of the Company's common stock, which was partially offset by the
Company's $30,000 repurchase of two million shares at $.015 per share. The
increase in shareholders' equity also results from the $26,648 of net income
recognized by the Company for net income.
At September 30, 1996, the Company's current operations were
self-sustaining, and the Company was desirous of additional capital in order to
be able to fund the introduction and marketing of new products as well as the
development of additional products for the wireless marketplace.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. Exhibits And Reports On Form 8-K
--------------------------------
(a) Exhibits.
None
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Registrant during the
quarter ended September 30, 1996.
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act Of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ANTENNAS AMERICA, INC.
Date: October 31, 1996 By: _____________________________
Randall P. Marx
Chief Executive Officer
and Principal Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 26,887
<SECURITIES> 0
<RECEIVABLES> 287,403
<ALLOWANCES> 0
<INVENTORY> 209,301
<CURRENT-ASSETS> 825,080<F1>
<PP&E> 335,953<F2>
<DEPRECIATION> 138,166
<TOTAL-ASSETS> 1,022,868
<CURRENT-LIABILITIES> 675,188
<BONDS> 0
0
0
<COMMON> 35,570
<OTHER-SE> 312,109
<TOTAL-LIABILITY-AND-EQUITY> 1,022,868
<SALES> 1,496,055
<TOTAL-REVENUES> 1,545,980
<CGS> 873,818
<TOTAL-COSTS> 1,463,089
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,515
<INCOME-PRETAX> 40,376
<INCOME-TAX> 13,728
<INCOME-CONTINUING> 32,966
<DISCONTINUED> 0
<EXTRAORDINARY> 807
<CHANGES> 0
<NET-INCOME> 26,648
<EPS-PRIMARY> .001
<EPS-DILUTED> .001
<FN>
<F1>Includes deposits
<F2>Includes intangible assets
</FN>
</TABLE>
