<PAGE>
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 March 31, 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 No.)
4860 ROBB STREET, SUITE 101,
WHEAT RIDGE, COLORADO 80033
(Zip Code)
(303) 421-4063
(Issuer's telephone number, including area code)
4880 ROBB STREET, UNIT #6, 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 March 31, 1996 the Registrant had outstanding 71,139,422 shares of its
common stock, par value $.0005.
Transitional Small Business Disclosure Format (Check One):
Yes No X
----- -----
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ANTENNAS AMERICA, INC.
FORM 10-QSB
MARCH 31, 1996
TABLE OF CONTENTS
Page No.
Part I
Item 1. Financial Statements
Balance Sheet as of March 31, 1996 3
Statements of Operations for the Three Months
Ended March 31, 1996 and 1995 4
Statements of Cash Flows for the Three Months
Ended March 31, 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
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ANTENNAS AMERICA, INC.
BALANCE SHEET
FOR THE PERIOD ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
ASSETS 3/31/96
---------
<S> <C>
Current Assets:
Cash $ 33,733
Accounts Receivable $ 250,985
Accounts Receivable-Related Party $ 51,000
Inventories $ 177,395
Prepaid Expenses $ 13,257
Tax Asset (NOL) $ 259,122
---------
$ 785,492
Machinery & Equipment net of accumulated depreciation $ 102,186
Other assets:
Intangible assets net of accumulated amortization $ 41,747
Deposits $ 24,412
---------
Total Assets $ 953,837
---------
---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes Payable $ 278,857
Accounts Payable-Trade $ 269,969
Accounts Payable-related party $ 3,863
Accrued employee compensation $ 3,899
Other accrued liabilities $ 97,091
Customer deposits $ 7,044
---------
Total current liabilities $ 660,723
Notes payable, officers $ 130,458
Shareholders' Equity
Common stock, .0005 par value, 250,000,000 shares
authorized 71,139,422 shares issued and outstanding $ 35,570
Paid in capital $ 616,090
Subscriptions to common stock $ 14,000
Retained earnings (deficit) $(503,004)
---------
Total Equity $ 162,656
Total Liabilities and Equity $ 953,837
---------
---------
</TABLE>
3
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ANTENNAS AMERICA, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED MARCH 31, 1996
<TABLE>
<CAPTION>
3/31/96 3/31/95
-------- --------
<S> <C> <C>
Sales, Net $517,406 $352,616
Cost of Sales $295,910 $236,949
-------- --------
Gross Profit $221,496 $115,667
Selling, general and
administrative expenses $178,951 $ 87,807
Income (loss) from operations $ 42,545 $ 27,860
-------- --------
-------- --------
Other income and (expense):
Gain from debt cancellation $ 781 $ 8,115
Interest expense $(17,539) $ (3,519)
Income from sale of mobile
antennas $ 0 $ 10,420
Loss on sale of assets $ 0 $ 0
-------- --------
Net income (loss) before
income taxes $ 25,787 $ 42,876
-------- --------
Income tax $ 8,768 $ 14,600
Net income (loss) $ 17,019 $ 28,276
-------- --------
-------- --------
Average shares outstanding 71,139,422 62,145,535
</TABLE>
4
<PAGE>
ANTENNAS AMERICA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
--------- --------
<S> <C> <C>
Net income $ 17,019 $ 28,276
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 8,400 3,100
Gain from debt cancellation 781 (8,115)
Utilization of net operating loss - 14,600
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 24,586 (73,897)
(Increase) decrease in inventory (15,079) (8,798)
(Increase) decrease in deferred tax asset 8,768 -
(Increase) decrease in prepaid expenses (7,814) (5,030)
(Increase) decrease in other assets (4,135) (3,236)
Increase (decrease) in accounts payable and
accrued expenses (13,784) 44,268
Increase (decrease) in customer deposits 7,004 5,345
--------- --------
Total adjustments 8,767 (31,763)
--------- --------
Net cash provided by (used in) operating
activities 25,786 (3,487)
--------- --------
Cash flows from investing activities:
Patent acquisition costs (3,093) -
Acquisition of plant and equipment (9,368) (6,767)
--------- --------
Net cash (used in) investing activities (12,461) (6,767)
--------- --------
Cash flows from financing activities:
Common stock subscriptions 250 40,000
Repayment of officer loans (18,396) (17,375)
Proceeds from note payable 36,000 -
Repayment of notes payable (13,357) (11,533)
--------- --------
Net cash provided by financing activities 4,497 11,092
--------- --------
Increase in cash 17,822 838
Cash, beginning of period 15,911 7,026
--------- --------
Cash, end of period $ 33,733 $ 7,864
--------- --------
--------- --------
</TABLE>
See accompanying notes to consolidated financial statements.
5
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ANTENNAS AMERICA, INC.
NOTE TO FINANCIAL STATEMENTS
MARCH 31, 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
THREE MONTHS ENDED MARCH 31, 1996 COMPARED WITH
THREE MONTHS ENDED MARCH 31, 1995
RESULTS OF OPERATIONS
The Company's net income for the three months ended March 31, 1996 was
$17,019 as compared to $28,276 for the three months ended March 31, 1995.
The decrease in profits is attributable to increased selling, general and
administrative expenses (both in total and as a percentage of sales),
increased interest expense, and decreased gain from debt cancellation - all
of which were partially offset by an increase in gross profit and in gross
profit margin. Interest expense increased by $14,020 for the three months
ended March 31, 1996 as compared to March 31, 1995. The increase is
attributable to the increased use by the Company of its factoring arrangement
pursuant to which the Company factors certain of its accounts receivable.
The increased factoring is to finance higher levels of inventory, additional
production space, research and development and personnel and their associated
costs in order to meet the projected demand for the Company's existing and
new products to be introduced in 1996.
The increase in revenues to $517,406 for the three months ended March
31, 1996, from $352,616 for the three months ended March 31, 1995, was
attributable to an increase in sales of the Company's patented conformal and
related antenna systems to the Company's largest customers. The increase in
revenues is also attributable to the inclusion in sales of revenues from
sales of the Company's mobile antennas. During the 1995 first quarter, these
sales were by Antennas America Distributing Co., Inc. and only the net income
from those sales was included in the Company's Statement Of Operations. If
these sales had been included in the period ending March 31, 1995, revenues
for the 1995 first quarter would have increased by $42,795 to $395,411;
however, net income for 1995 would remain unchanged because the net gain to
the Company from these sales was included for 1995 as "Income From The Sale
Of Mobile Antennas".
Gross profit margin (gross profit divided by net sales) increased for
the three months ended March 31, 1996 as compared with the three months ended
March 31, 1995. The increase is attributable to the overall lower costs of
production components due to the Company maintaining a larger inventory to
meet its expanding production. Further, the increase in gross margin is due
to the Company's decrease in the use of outside manufacturing to meet its
delivery requirements.
7
<PAGE>
Selling, general and administrative expenses increased $91,144 for the
three months ended March 31, 1996 as compared to the same period in 1995.
The increase in operating expenses was attributable to the increase in
production space, personnel and related costs to meet the increased demand
for the Company's products.
FINANCIAL CONDITION
As compared to December 31, 1995, the Company's total assets for the
period ended March 31, 1996 increased $66,558. This increase is primarily
attributable to an increase in the Company's cash, inventory and prepaid
expenses for the period. Liabilities decreased $49,289 for the same period.
Shareholders' equity improved $17,178 for the period as compared to December
31,1995. The improvement is a result of the net operating income realized by
the Company for the period.
At March 31, 1996, the Company is operating on a positive cash flow
basis from its operations. However, due to significant spending associated
with the design, development and manufacturing related to the Company's new
products to be introduced in 1996, it is the opinion of management that
additional equity funding is important for the Company to meet its cash flow
needs to expand its operations as desired. For the past 12 months the
Company has been expanding at a significant pace. Further, the Company's
additional marketing efforts of its unique flat Phased Array antennas have
generated an increase in the interest by the wireless communications industry
in general. Based on the anticipation of increased business in 1996 for this
product category, and in its current product line, the Company has invested
in additional personnel, equipment, production space, and in research and
development in an effort to support and deliver a higher level of sales for
the second half of 1996. Until initial orders for these products are
received and delivered, or a larger than expected inflow of orders for our
existing products is received, a financial comparison of the first two
quarters of 1996 is not expected to reflect the gains experienced in 1995 as
compared to 1994. However, we are confident that, barring the loss of one of
our largest existing O.E.M. customers, the Company will experience an
increase in sales and operating income in 1996.
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 March 31, 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: May 14, 1996 By: _____________________________
Randall P. Marx
Chief Executive Officer
and Principal Financial Officer
10
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<PERIOD-START> JAN-01-1996
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<FN>
<F1>INCLUDES DEPOSITS
<F2>INCLUDES INTANGIBLE ASSETS
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