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 June 30, 1997.
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)
- --------------------------------------------------------------------------------
(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 June 30, 1997 the Registrant had outstanding 75,189,422 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
JUNE 30, 1997
TABLE OF CONTENTS
Page No.
Part I
Item 1. Financial Statements
Balance Sheet as of June 30,1997 .......................... 3
Statements of Operations for the Three and
Six Months Ended June 30, 1997 and 1996 ................... 4
Statements of Cash Flows for the Six Months
Ended June 30, 1997 and 1996 .............................. 5
Note to Financial Statements .............................. 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition ..................... 7
Forward Looking Statements ................................ 8
Part II
Item 6. Exhibits and Reports on Form 8-K ........................... 9
2
<PAGE>
ANTENNAS AMERICA, INC.
BALANCE SHEET
FOR THE PERIOD ENDED JUNE 30, 1997
ASSETS 6/30/97
------ -------
Current Assets:
Cash $ 33,744
Accounts Receivable $ 414,191
Inventories $ 277,329
Prepaid Expenses $ 46,561
Tax Asset (NOL) $ 228,733
-----------
$ 1,000,558
Machinery & Equipment net of
accumulated depreciation $ 226,633
Other assets:
Intangible assets net of
accumulated amortization $ 34,537
Deposits $ 24,362
-----------
Total Assets $ 1,286,090
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Loan Account $ 251,395
Notes Payable $ 234,456
Accounts Payable-Trade $ 214,152
Other accrued liabilities $ 18,836
Customer deposits $ 8,845
-----------
Total current liabilities $ 727,684
Notes payable, officers $ 141,260
Shareholders' Equity
Common stock, $.0005 par value,
250,000,000 shares authorized,
75,189,422 shares issued and
outstanding $ 36,595
Paid in capital $ 801,039
Subscriptions to common stock $ 18,500
Retained earnings (deficit) ($ 438,988)
-----------
Total Equity $ 417,146
Total Liabilities and Equity $ 1,286,090
3
<PAGE>
<TABLE>
<CAPTION>
ANTENNAS AMERICA, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
SIX MONTHS ENDED THREE MONTHS ENDED
-------------------------------- --------------------------------
6/30/97 6/30/96 6/30/97 6/30/96
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Sales, Net $ 1,359,982 $ 962,947 $ 744,606 $ 445,541
Cost of Sales $ 699,103 $ 575,544 $ 401,787 $ 279,635
------------ ------------ ------------ ------------
Gross Profit $ 660,879 $ 387,403 $ 342,819 $ 165,906
Selling, general and
administrative expenses $ 518,389 $ 365,969 $ 266,649 $ 187,018
------------ ------------ ------------ ------------
Income (loss) from operations $ 142,490 $ 21,434 $ 76,170 ($ 21,112)
------------ ------------ ------------ ------------
Other income and (expense):
Misc. Income $ 0 $ 781 $ 0 $ 0
Gain from debt cancellation $ 0 $ 42,527 $ 0 $ 42,527
Interest expense ($ 33,873) ($ 32,667) ($ 18,975) ($ 15,128)
Net income
before income taxes $ 108,617 $ 32,075 $ 57,195 $ 6,287
------------ ------------ ------------ ------------
Income tax $ 36,929 $ 10,906 $ 19,446 $ 2,138
------------ ------------ ------------ ------------
Net income $ 71,688 $ 21,169 $ 37,749 $ 4,149
------------ ------------ ------------ ------------
Average shares outstanding 75,189,422 70,939,422 75,189,422 70,939,422
------------ ------------ ------------ ------------
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Antennas America, Inc.
Consolidated Statements of Cash Flows
For The Six Months Ended June 30, 1997 and 1996
(Unaudited)
1997 1996
--------- ---------
<S> <C> <C>
Net income $ 71,687 $ 23,307
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 16,800 17,509
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (247,780) 13,620
(Increase) decrease in inventory (81,480) (42,112)
(Increase) decrease in deferred tax asset 36,929 8,768
(Increase) decrease in prepaid expenses (3,505) (12,674)
(Increase) decrease in other assets (9,833) (2,037)
Increase (decrease) in accounts payable and
accrued expenses 8,778 (3,862)
Increase (decrease) in customer deposits 0 24,432
--------- ---------
Total adjustments (280,091) 3,644
--------- ---------
Net cash provided by (used in) operating activities (208,404) 26,951
--------- ---------
Cash flows from investing activities:
Patent acquisition costs (7,981) (18,074)
Acquisition of plant and equipment (66,899) (45,150)
--------- ---------
Net cash (used in) investing activities (74,880) (63,224)
--------- ---------
Cash flows from financing activities:
Common stock subscriptions 15,000 125,250
Increase in officer loans 7,151 0
Repayment of officer loans 0 (20,192)
Proceeds from note payable 272,551 36,000
Purchase of officer's stock 0 (30,000)
Repayment of notes payable (33,311) (67,735)
--------- ---------
Net cash provided by financing activities 261,391 43,323
--------- ---------
Increase in cash (21,893) 7,050
Cash, beginning of period 55,636 15,911
--------- ---------
Cash, end of period $ 33,743 $ 22,961
--------- ---------
See accompanying note to financial statements.
5
</TABLE>
<PAGE>
ANTENNAS AMERICA, INC.
NOTE TO FINANCIAL STATEMENTS
June 30, 1997
In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments necessary to present fairly the
financial position of the Company, as of June 30, 1997 and the results of
operations and cash flows for the periods presented. All such adjustments are of
a normal recurring nature. The results of operations for the periods presented
are not necessarily indicative of the results for the full year.
The accounting policies followed by the Company are set forth in Note 1 to the
Company's financial statements in Form 10-KSB for the year ended December 31,
1996. These financial statements should be read in conjunction with the
financial statements and notes included in the Form 10-KSB.
6
<PAGE>
ANTENNAS AMERICA, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
For the period ended June 30,1997
RESULTS OF OPERATIONS
---------------------
The Company's net income for the three and six months ended June 30, 1997
was $37,749 and $71,688 respectively as compared with $4,149 and $21,169 for the
three and six months ended June 30, 1996, which is an increase of 810% as
compared with the three month period ended June 30, 1996 and an increase of 239%
as compared with the six month period ended June 30, 1996. The net income for
the six month period ended June 30, 1997 did not include any gain from debt
cancellation as compared to the $42,527 gain from debt cancellation for the six
month period ended June 30, 1996.
Income (loss) from operations was $76,170 and $142,490, respectively for the
three and six month periods ended June 30, 1997 as compared to ($21,112) and
$21,434, respectively for the three and six month periods ended June 30, 1996.
Sales were $744,606 and $1,359,982, respectively for the three and six month
periods ended June 30, 1997 as compared to $445,541 and $962,947, respectively
for the three and six month periods ended June 30, 1996. The increases are due
primarily to the sales of the Company's Freedom(TM) and Walldo(TM) VHF/UHF
antennas.
Gross profit margin (gross profit divided by net sales) for the three months and
six months ended June 30, 1997 increased 9% and 8%, respectively as compared to
the three and six months ended June 30, 1996. This increase is primarily
attributable to the improvement in the Company's production efficiency in
general.
FINANCIAL CONDITION
-------------------
Compared to December 31, 1996 the Company's total assets as of June 30,
1997 increased $341, 858 to $1,286,090, due primarily to the increase in sales,
accounts receivable and inventory. Liabilities increased from $613,775 to
$868,944, due primarily to the use of the new Norwest Business Credit facility.
Shareholders' equity improved from $330,457 to $417,146, which is primarily the
result of the net operating income by the Company for the period.
As of June 30, 1997 the Company continues to operate on a positive cash
flow basis from its operations. The Company intends to take advantage of its
recently acquired $500,000 line of credit with Norwest Business Credit, Inc. in
order to better manage the anticipated growth in sales of the new Freedom(TM)
and Walldo(TM) antennas and its Phased Array antennas.
Management believes that the Company will continue to experience a steady
increase in sales in 1997, due in part to the Company being better able to
market its Freedom(TM) Antenna because of the recently announced licensing that
has been granted to the Company by DIRECTV(R) to use its DSS(R) trademark on the
Freedom(TM) Antenna.
7
<PAGE>
FORWARD LOOKING STATEMENTS
This report contains forward looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Although the Company believes that the expectations reflected in the
forward looking statements and the assumptions upon which the forward looking
statements are based are reasonable, it can give no assurance that such
expectations and assumptions will prove to be correct. See the Company's Annual
Report on Form 10-KSB for additional statements concerning important factors,
such as demand for products, manufacturing costs, and competition, that could
cause actual results to differ materially from the Company's expectations.
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 June 30, 1997.
One report on Form 8-K was filed by the Registrant
July 14, 1997. It reported the press release
announcing a $500,000 credit facility with Norwest
Business Credit, Inc., a subsidiary of Norwest Bank.
Another report on Form 8-K was filed July 18, 1997
reporting the press release announcing the Company
being licensed by DIRECTV(R), a division of Hughes
Electronics Corporation, to use the DSS(R) trademark
on the Company's new FREEDOM(TM) Antenna system
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: August 11, 1997 By: /s/ RANDALL P. MARX
-- ------------------------------
Randall P. Marx
Chief Executive Officer
and Principal Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 33,744
<SECURITIES> 0
<RECEIVABLES> 414,191
<ALLOWANCES> 0
<INVENTORY> 277,329
<CURRENT-ASSETS> 796,187<F1>
<PP&E> 617,640<F2>
<DEPRECIATION> 127,737
<TOTAL-ASSETS> 1,286,090
<CURRENT-LIABILITIES> 727,684
<BONDS> 141,260
0
0
<COMMON> 36,595
<OTHER-SE> 380,551
<TOTAL-LIABILITY-AND-EQUITY> 1,286,090
<SALES> 1,359,982
<TOTAL-REVENUES> 1,359,982
<CGS> 699,103
<TOTAL-COSTS> 1,217,492
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (33,873)
<INCOME-PRETAX> 108,617
<INCOME-TAX> 36,929
<INCOME-CONTINUING> 142,490
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71,688
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
<FN>
<F1>Includes Deposits
<F2>Includes Intangible Assets
</FN>
</TABLE>
