U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the period ended February 28, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No Fee Required]
For the transition period from . . . . . . . . . . . .
Commission file number 1-12556
TOWER TECH, INC.
(Name of small business issuer in its charter)
Oklahoma 73-1210013
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Rural Route 3, Post Office Box 1838, Chickasha, Oklahoma 73023
(Address of principal executive offices) (Zip Code)
Issuer's telephone number 405/222-2876
Check whether the issuer (1) 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
(ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date.
Common Stock $.001 par value 3,370,368 shares as of April 9, 1997
<PAGE>
INDEX
TOWER TECH, INC.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Balance Sheet -- February 28, 1997
Statement of Operations --Three months ended February 28, 1997 and
February 29, 1996
Statement of Cash Flows --Three months ended February 28, 1997 and
February 29, 1996
Notes to Financial Statements -- February 28, 1997
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8K
Signatures
-2-
<PAGE>
TOWER TECH, INC.
BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>
February 28, 1997
<S> <C>
Assets
Current assets:
Cash $ 325,713
Accounts receivable, net of allowance
for doubtful accounts of $22,645 6,694,833
Receivables from officers and employees 49,429
Cost and estimated earnings in excess of
billings on uncompleted contracts 385,604
Inventory 2,793,158
Restricted assets - current 469,580
Prepaid expenses 106,913
-------
Total current assets 10,825,230
Property, plant and equipment, net 4,598,613
Rental fleet, net 850,199
Restricted assets - long-term 2,823,495
Patents, net 173,876
Other assets 239,541
-------
Total Assets $19,510,954
===========
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term debt $2,610,352
Current maturities of obligations under capital lease 114,604
Accounts payable 3,054,567
Accrued liabilities 717,555
Interest payable 51,170
------
Total current liabilities 6,548,248
---------
Long-term debt, net 8,340,282
---------
Obligations under capital lease 259,688
-------
Stockholders' equity:
Common stock, $.001 par value; 10,000,000 shares
authorized; 3,370,368 shares issued and outstanding 3,371
Capital in excess of par 7,187,948
Deficit (2,828,583)
----------
Total stockholders' equity 4,362,736
---------
Total liabilities and stockholders' equity $19,510,954
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-1
<PAGE>
TOWER TECH, INC.
STATEMENT OF OPERATIONS (UNAUDITED)
Three Months Ended
February 28, February 29,
<TABLE>
<CAPTION>
<S> <C> <C>
1997 1996
Sales and other operating revenue:
Tower sales .............................. $ 4,566,931 $ 2,707,530
Concrete tower ........................... 556,565 378,173
Tower rentals ............................ 59,444 59,963
Other tower revenue ...................... 203,167 57,483
------- ------
Total tower revenue .................. 5,386,107 3,203,149
Other operating revenue .................. 270,000 339,983
------- -------
Total revenues ....................... 5,656,107 3,543,132
--------- ---------
Costs and expenses:
Cost of goods sold and constructed ....... 4,315,723 2,630,999
General and administrative ............... 367,845 357,094
Selling expenses ......................... 281,756 241,561
Research and development ................. 143,839 34,506
------- ------
Total cost and expenses .............. 5,109,163 3,264,160
--------- ---------
Income from operations ............... 546,944 278,972
------- -------
Other income (expense):
Interest ................................. (159,967) (107,836)
Miscellaneous ............................ 18,531 13,739
------ ------
Total other income (expense) ......... (141,436) (94,097)
-------- -------
Income before income taxes ................... 405,508 184,875
Income taxes ................................. - -
------- -------
Net income ................................... 405,508 184,875
Dividends on preferred shares ................ - (62,812)
------- -------
Net income applicable to common shares ....... $ 405,508 $ 122,063
=========== ============
Weighted average shares outstanding - primary
and fully diluted ........................ 3,566,078 2,537,858
========= =========
Net income per common share - primary
and fully diluted ........................ $ 0.11 $ 0.05
=========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
TOWER TECH, INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
Three Months Ended
February 28, February 29,
1997 1996
<TABLE>
<CAPTION>
<S> <C> <C>
Cash flows from operating activities:
Net income ................................... $ 405,508 $ 184,875
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation and amortization ................ 128,714 79,950
Increase in accounts receivable .............. (1,668,697) (367,229)
Decrease in cost in excess of billings ....... 86,112 --
Decrease (increase) in inventory ............. 126,106 (266,920)
Increase in prepaid expenses ................. (78,459) (34,418)
Decrease in other assets ..................... 8,857 --
Increase in accounts payable ................. 499,825 134,366
Decrease in billings in excess of costs....... -- (117,605)
Decrease in interest payable and accrued
liabilities................................... (88,109) (130,778)
Decrease in deposits ......................... (129,114) --
-------- --------
Net cash used by operating activities ............ (709,257) (517,759)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment ........... (870,492) (157,051)
Decrease in restricted assets . ............. 653,073 --
Additions to rental fleet .................... (42,502) (11,866)
Purchase of patents .......................... (17,718) (72,625)
------- -------
Net cash used in investing activities ............ (277,639) (517,759)
-------- --------
Cash flows from financing activities:
Proceeds from borrowings ..................... 1,000,000 557,464
Repayments of long-term debt ................. (537,723) (1,579,841)
Proceeds from issuances of common stock ...... -- 3,384,687
Redemption of preferred stock ................ -- (1,500,000)
Preferred stock dividends .................... -- (164,531
--------- ---------
Net cash provided by financing activities ........ 462,277 697,779
------- -------
Net decrease in cash ............................. (524,619) (61,522)
Cash at beginning of period ...................... 850,332 638,260
------- -------
Cash at end of period ............................ $ 325,713 $ 576,738
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
TOWER TECH, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Interim Financial Statements
The balance sheet as of February 28, 1997, and the related statement of
operations for the three month period ended February 28, 1997 and February
29, 1996 and the statement of cash flows for the three month period ended
February 28, 1997 and February 29, 1996 are unaudited; in the opinion of
management, all adjustments necessary for a fair presentation of such
financial statements have been included.
These financial statements and notes are presented as permitted by Form
10-QSB and should be read in conjunction with the Company's financial
statements and notes included in the annual report on Form 10-KSB.
2. Recently Issued Accounting Pronouncement
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share
("FAS 128"). FAS 128 will change the computation, presentation and
disclosure requirements for earnings per share. FAS 128 requires
presentation of "basic" and "diluted" earnings per share, as defined, on
the face of the income statement for all entities with complex capital
structures. FAS 128 is effective for financial statements issued for
periods ending after December 15, 1997 and requires restatement of all
prior period earnings per share amounts. The Company has not yet
determined the impact that FAS 128 will have on its earnings per share
when adopted.
3. Licensing Agreement
In February 1997, the Company entered into a license agreement with Tecno
Procesos Industriales, S.A., ("Tecno"). The agreement grants Tecno the
exclusive right to sell the Company's modular concrete cooling tower
product in the Republic of Mexico. The agreement requires Tecno to pay a
royalty based on the net promotional value on projects containing the
Company's technology subject to certain minimum royalties in the second
and third years. The term of the agreement is for three years. The Company
earned an initial nonrefundable license fee of $250,000.
4. Subsequent Events
In March 1997, the Company entered into a promissory note for $500,000.
The note bears interest at 13% due quarterly. Principal is due in full a
maturity, March 26, 1998. The note is collateralized by certain patents.
The Company has extended the maturity date of a $500,000 note payable to
May 8, 1999. Additionally, the Company reduced its $500,000 line of credit
with Chickasha Bank to $400,000 and extended the maturity to October 9,
1998. The other terms of the notes will remain the same.
F-4
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations Three Months Ended February 28, 1997 Compared to Three
Months Ended February 29, 1996
For the three months ended February 28, 1997, total tower revenues
increased to $5,386,107 from $3,203,149 for the comparable period in the prior
year. During the current three month period, 85 percent of total tower revenues
was derived from sales of 107 modular fiberglass cooling towers, 10 percent of
total tower revenues was derived from construction of the modular concrete
tower, 1 percent of total tower revenues was derived from rental of modular
fiberglass cooling towers and 4 percent of total tower revenues was derived from
other revenues. In the comparable three month period of 1996, 84 percent of
total tower revenues was derived from sales of 73 modular fiberglass cooling
towers, 12 percent of total tower revenues was derived from construction of the
modular concrete tower, 2 percent of total tower revenues was derived from
rental of modular cooling towers, and 2 percent of total tower revenues was
derived from other tower revenues. Other tower revenues consist primarily of
modular tower parts sales and service. The increase in fiberglass tower revenues
for 1997 is due not only to the increase in the quantity of units sold but also
due to the sales of larger capacity, more expensive units. Other operating
revenues for the three months ended February 28, 1997 includes technology
transfer fees which were realized as a result of a license agreement with Tecno
Procesos Industriales covering the Republic of Mexico. This technology transfer
fee continues to demonstrate the Company's ability to capitalize on the
technology it develops. The Company is in the business of developing technology
for the cooling tower industry and marketing that technology, either directly or
in the form of products such as its TTMT Series cooling tower.
The Company's cost of goods sold and constructed during the three-month
period ended February 28, 1997, was $4,315,723, or 80 percent of total tower
revenues, as compared to $2,630,999 or 82 percent of total tower revenues during
the comparable period in 1996. The increase in cost of goods sold and
constructed during the first quarter of 1997 resulted from increased production
and sales of both of the modular fiberglass and concrete cooling towers. During
the three month period ended February 28, 1997, the Company expended $144,000 to
retrofit and service towers previously sold. This compares to expenditures of
$206,000 during the comparable period in the prior year. Design changes have
been made and quality control systems have been implemented which management
believes will continue to reduce such expenditures in future periods.
The three month period ended February 28, 1997 reflected a 3 percent
increase in general and administrative expenses from $357,094 in 1996 to
$367,845 in 1997. The increase is due mainly to the addition of office staff and
related expenses. Selling expenses increased from $241,561 to $281,756 due to
increased sales and marketing efforts for both the TTMT Series and the concrete
modular cooling towers. The increase over 1996 is due mainly to increased
salaries expense related to the increase in the sales and marketing staff.
Increases were also incurred in travel and related expenses, due to increased
participation at national and international trade shows, international joint
venture and license agreements, direct customer calls and presentations to
engineering firms across the United States. Increases were also incurred in
costs related to increased telemarketing efforts. Management expects the
increased investment in selling expenses to have a continued positive impact on
revenues in future periods. Research and development expenses increased from
$34,506 in the first quarter of 1996 to $143,839 in the first quarter of 1997
due to continued research on techniques, processes and products that will reduce
the initial costs of both the concrete and fiberglass towers as well as increase
efficiencies. Although the Company has no fixed research and development budget,
management does expect to continue to research refinements in cooling tower
design and construction.
-3-
<PAGE>
The Company's income from operations for the three months ended
February 28, 1997 was $546,944 as compared to $278,972 for the comparable period
in the prior year. After interest expense and miscellaneous items, the Company's
net income was $405,508 compared to $184,875 for the quarter ended February 29,
1996. The increase in the Company's net income reflects the Company's success in
developing and marketing its technology and products both nationally and
internationally.
Currently, the Company's estimated backlog exceeds $6,000,000 including
a total of five contracts for the modular concrete cooling towers totaling
$3,000,000. Three concrete tower contracts are scheduled for completion in the
second quarter of 1997 and the remaining two contracts are projected to start
and complete in the last half of 1997. Interest in this product has continued to
increase dramatically in both the United States and internationally. The
estimated backlog for the modular fiberglass cooling towers is scheduled for
delivery in the second quarter of 1997 with the exception of $400,000 which is
scheduled for delivery in last half of 1997.
Liquidity and Capital Resources
At February 28, 1997, the Company had working capital of $4,276,982 as
compared to working capital of $3,147,126 at November 30, 1996. Improvement in
the Company's liquidity resulted from profitable operations and financing
activities. The Company's cash flow provided by and used in its operating,
investing and financing activities during first quarter 1997 and 1996 are as
follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Operating activities ($709,257) ($517,759)
Investing activities ($277,639) ($241,542)
Financing activities $462,277 $697,779
</TABLE>
The Company's capital requirements for its continuing operations
consist of its general working capital needs, scheduled payments on its debt
obligations, and capital expenditures. Management anticipates that the Company's
operating activities will require cash during 1997, which primarily relates to
the anticipated growth in receivables and inventory levels to support expanding
sales. The Company tries to minimize its inventory of component parts, although
minimum order requirements of some suppliers can cause inventory levels to
fluctuate from period to period. Similarly, management attempts to manage
accounts receivable to increase cash flow, but it is anticipated that accounts
receivable will increase as sales increase. Other significant variances in
working capital items can also be expected. Also, the Company's concrete
construction projects will have a greater effect on working capital requirements
in the future. At February 28, 1997, costs in excess of billing and estimated
earnings on uncompleted contracts were $385,604 as compared to net billings in
excess of costs and estimated earnings on uncompleted concrete construction
projects of $422,170 at February 29, 1996. Normally, concrete construction
projects provide for progress payments of the contract price with a retainage of
10 to 15 percent payable after completion of the project.
Scheduled principal payments on capital leases will total approximately
$114,604 over the next twelve months. In addition, $2,610,352 of the Company's
debt will become due and payable during the next twelve months.
-4-
<PAGE>
Substantially all of the Company's planned capital expenditures during
the next three to five months will be related to the new facility being
constructed by the Company in south Oklahoma City. The manufacturing facility is
approximately 45 percent complete and is expected to be completed in June 1997.
Management estimates that the Company's total investment in the facility will be
approximately $7.5 million, including $1.5 million to equip the facility. Of the
total capital required for the plant, approximately $4.4 million was derived
from a loan from the Oklahoma Industries Authority (OIA), and $1.8 million was
derived from a loan from Boatmen's Bank, and approximately $1.5 million is
expected to be derived from loans for plant equipment. The industrial revenue
bonds were issued by the OIA in October 1996. The bonds pay interest only for
the first twelve months out of an interest reserve fund of $238,000 set aside
from the bond proceeds. After the first twelve months, the bonds are payable in
quarterly installments of principal and interest in the amount of $157,000. A
debt service reserve fund of $157,000 was also set aside from the bond proceeds.
The balance of the bond proceeds, less issuance costs, are available to fund
construction of the facility. The OIA holds a mortgage on the facility to secure
payment of the bond indebtedness. The Boatmen's Bank loan was intended to
provide $1.8 million of temporary financing for the project. Accordingly, the
Company intends to obtain permanent funding for this amount and is evaluating
alternative sources of capital. Management expects that some or all of the
required capital will be obtained through the sale of common stock or other
debt/equity placements. At this time, the Company has not identified a specific
source of additional capital.
The Company has secured loans with noncommercial lenders totaling
$3,600,000 to finance its working capital needs, of which $3,600,000 was
outstanding at February 28, 1997. Interest rates and payment terms are as
follows:
<PAGE>
<TABLE>
<CAPTION>
Loan Interest Interest Maturity
Amount Rate Payable Date
---------------- ------------ -------------- --------------
<C> <C> <C> <C>
$1,000,000 13% Quarterly 5/31/98
$1,000,000 11.25% Quarterly 5/8/99
$ 500,000 11.25% Quarterly 5/8/99
$ 100,000 15% Quarterly 5/2/97
</TABLE>
Management also has secured a line of credit at Chickasha Bank in the
amount of $500,000 for short term cash flow needs, of which $500,000 was
outstanding at February 28, 1997. This line of credit bears interest at the
bank's base floating rate, which was 10% at February 28, 1997. On April 10,
1997, the Company reduced this line of credit to $400,000 and extended the
maturity to October 9, 1998. The principal and interest are due at maturity. In
December 1995, the Company secured financing in the amount of $294,505 to
acquire extrusion equipment to produce the water collection system for the
cooling towers. Previously these parts were out-sourced. However, to insure
quality and an uninterrupted supply, the Company made the decision to bring this
manufacturing process in-house. This note is payable monthly and matures in
January 2000. In August 1996, the Company secured a real estate mortgage in the
amount of $387,500 to finance the acquisition of the property in south Oklahoma
City for the new plant expansion. Principal and interest at 3.5% is due August
1, 1997 and will be paid with proceeds from the OIA loan. In September 1996, the
Company secured a line of credit at Boatmen's Bank in the amount of $3,800,000,
of which $1,825,000 was outstanding at February 28, 1997. Of the credit
facility, $2,000,000 is to be used for general working capital needs, $1,500,000
will be used to fund the Company's commitment to the expansion in south Oklahoma
City, and $300,000 is earmarked for down payments on equipment to be acquired in
conjunction with the plant and office expansion. Interest on this line of credit
is due monthly and the principal is due September 1, 1997.
-5-
<PAGE>
In April 1995, the Company secured a real estate mortgage in the amount
of $116,000 to finance the acquisition of property adjacent to its existing
facilities to be used as offices. Principal and interest on this mortgage is due
in monthly payments of $1,555 with the remaining principal and interest due
April 15, 1998. This mortgage bears interest at the bank's base floating rate,
which was 10 percent at February 28, 1997. In October 1995, the Company obtained
another mortgage loan in the amount of $83,723 secured by real estate. The loan
bears interest at the bank's floating rate, which was 10 percent at February 28,
1997, and is payable semi-annually, and matures on October 12, 1998. In April
1996, the Company secured an $1,200,000 credit arrangement with one of its major
vendors to fund materials purchased from the vendor of which $817,000 was
included in accounts payable at February 28, 1997.
During 1996, the Company issued common stock and received aggregate net
proceeds of approximately $4 million. The Company used the net proceeds to
purchase and redeem preferred stock, to pay dividends accrued on the preferred
stock, to retire debt and to fund its working capital requirements.
The Company believes it has sufficient capital resources to fund its
ordinary capital requirements for at least the next four quarters, other than
debt which will mature during the next twelve months. Management anticipates
that the Company will be able to renew or replace its debt obligations as they
mature. Specifically, management expects that the Boatmen's facility will be
replaced via the sale of common stock or other debt/equity placements.
Management is very pleased with the continued improvement in the Company's
liquidity and capital resources and believes that the Company's improved
financial position will facilitate additional growth. Although the Company's
financial position has improved, substantial growth beyond that expected by
management could increase the Company's capital requirements and require it to
obtain additional capital to maintain its growth.
Forward Looking Statements
Statements of the Company's or management's intentions, beliefs,
anticipations, expectations and similar expressions concerning future events
contained in this report constitute "forward looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. As with any future event,
there can be no assurance that the events described in forward looking
statements made in this report will occur or that the results of future events
will not vary materially from those described in the forward looking statements
made in this report. Important factors that could cause the Company's actual
performance and operating results to differ materially from the forward looking
statements include, but are not limited to, changes in the general level of
economic activity in the markets served by the Company, competition in the
cooling tower industry and the introduction of new products by competitors,
delays in refining the Company's manufacturing and construction techniques, cost
overruns on particular projects, availability of capital sufficient to support
the Company's level of activity and the ability of the Company to implement its
business strategy.
-6-
<PAGE>
PART II
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits have been filed as part of this report:
Exhibit No. Description
3.1-1 Amended and Restated Certificate of
Incorporation of Tower Tech, Inc.
3.1 Amended Bylaws of Tower Tech, Inc.
3.3-1 Amendment to Bylaws
4.1 Omitted
4.2 Omitted
4.3-1 Form of Stock Certificate
4.4-1 Form of Underwriters' Warrants
4.5 Omitted
4.6 Omitted
4.7 Omitted
4.8 Omitted
4.9 Omitted
4.10-6 Registration Rights Agreement, dated
February 2, 1996, among Tower Tech,
Inc., Lancer LP, Michael Taglich, and
Robert Taglich.
10.1-8 Promissory Note between Tower Tech,
Inc., and Campbell, Hurley, Campbell
and Campbell, dated August 1, 1996.
10.2-4 Loan Agreement between Tower Tech, Inc.
and Chickasha Bank & Trust Co., dated
March 23, 1995
10.3-8 Promissory Note between Tower Tech,
Inc., and Boatmen's Bank, dated
September 26, 1996.
10.4-9 Loan Agreement between Tower Tech, Inc.
and Oklahoma Industries Authority dated
October 1, 1996
-7-
<PAGE>
10.5 Omitted
10.6 Omitted
10.7 Omitted
10.8-1 Executive Employment Agreement between
Harold Curtis and Tower Tech, Inc.,
dated September 1, 1993
10.9-1 Agreement by and between Morrison
Molded Fiber Glass Co., and Tower
Tech, Inc., made effective July 26
1993, regarding the purchase by Tower
Tech, Inc. of certain pultruded
components from Morrison Molded Fiber
Glass Company
10.10-1 U. S. Patent No. 5,143,657 entitled
FLUID DISTRIBUTOR issued September 1,
1992
10.11-1 U. S. Patent No. 5,152,458 entitled
AUTOMATICALLY ADJUSTABLE FLUID
DISTRIBUTOR issued October 6, 1992
10.12-1 U. S. Patent No. 5,227,095 entitled
MODULAR COOLING TOWER issued July 13,
1993
10.13-1 Exclusive License Agreement by and
between Harold D. Curtis and Tower
Tech, Inc.
10.14-1 Assignment by and between Harold D.
Curtis, as Assignor, and Tower Tech,
Inc., as Assignee
10.15-1 Assignment of Invention Contained in
PCT Application by and between Harold
D. Curtis, as Assignor, and Tower
Tech, Inc., as Assignee
10.16-1 Assignment of Patent by and between
Harold D. Curtis, as Assignor, and
Tower Tech, Inc., as Assignee, of
Patent No. 5,227,095
10.17-7 1993 Stock Option Plan, as amended
10.18-1 Form of Distributorship Agreement
10.19 Omitted
10.20 Omitted
10.21 Omitted
10.22 Omitted
-8-
<PAGE>
10.23-2 Promissory Note between Tower Tech,
Inc. and Electrical Constructors,
Inc., dated April 15, 1994
10.24-2 Warrant Certificate, dated July 27,
1994, between Electrical Constructor
and Tower Tech, Inc., entitling
Electrical Constructors to purchase
50,000 shares of Tower Tech, Inc.'s
common stock, $.001 par value
10.25-2 Note between Tower Tech, Inc., as
Maker, and Electrical Constructors,
as Payee, dated July 27, 1994
10.26-2 Warrant Certificate, dated August 18,
1994, between J. David Bronstad and
Tower Tech, Inc., entitling J. David
Bronstad to purchase 100,000 shares
of Tower Tech, Inc.'s common stock,
$.001 par value
10.27-3 Security Agreement between Tower Tech,
Inc. and J. David Bronstad dated
August 18, 1994
10.28 Omitted
10.29-4 Promissory Note between Tower Tech,
Inc. and Chickasha Bank & Trust Co.,
dated April 10, 1995
10.30 Omitted
10.31-5 Warrant Certificate, dated April 25,
1995, between J. David Bronstad and
Tower Tech, Inc., entitling J. David
Bronstad to purchase 40,000 shares of
Tower Tech, Inc.'s common stock, $.001
par value
10.32-5 Warrant Certificate, dated April 25,
1995, between James McDonald and Tower
Tech, Inc., entitling James McDonald
to purchase 10,000 shares of Tower
Tech, Inc.'s common stock, $.001 par
value
10.33-5 Security Agreement between Tower Tech
Inc. and J. David Bronstad dated April
25, 1995
10.34-5 Security Agreement between Tower Tech,
Inc. and James McDonald dated April
25, 1995
10.35-5 Promissory Note between Tower Tech,
Inc. and Chickasha Bank & Trust Co.,
dated March 3, 1995
10.36-5 Promissory Note between Tower Tech,
Inc. and James McDonald, dated May 2,
1995
-9-
<PAGE>
10.37-5 Promissory Note between Tower Tech,
Inc. and J. David Bronstad, dated May
2, 1995
10.38-5 Promissory Note between Tower Tech,
Inc., and J. David Bronstad, dated
June 14, 1995
10.39-5 Promissory Note between Tower Tech,
Inc., and J. David Bronstad, dated
June 27, 1995
10.40-5 Promissory Note between Tower Tech,
Inc., and Electrical Constructors,
dated September 12, 1995.
10.41-6 Promissory Note between Tower Tech
Inc., and Chickasha Bank. & Trust
dated October 13, 1995.
1 Incorporated by reference from the same numbered exhibit to Registration
Statement No. 33-69574-FW, as filed with the Commission on September 29,
1993, and as amended.
2 Incorporated by reference from the same numbered exhibit to Form 10-QSB for
the quarter ended August 31, 1994.
3 Incorporated by reference from the same numbered exhibit to Form 10-KSB for
the year ended November 30, 1994.
4 Incorporated by reference from the same numbered exhibit to Form 10-QSB for
the quarter ended May 31, 1995.
5 Incorporated by reference from the same numbered exhibit to Form 10-QSB for
the quarter ended August 31, 1995.
6 Incorporated by reference from the same numbered exhibit to Form 10-KSB/A
for the year ended November 30, 1995.
7 Incorporated by reference from the same numbered exhibit to Registration
Statement No. 333-07337 on Form S-8.
8 Incorporated by reference from the same numbered exhibit to Form 10-QSB for
the quarter ended August 31, 1996.
9 Incorporated by reference from the same numbered exhibit to Form 10-KSB for
the year ended November 30, 1996.
(b) The Company did not file any reports on Form 8-K during the
quarter ended February 28, 1997.
-10-
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOWER TECH, INC.
(Registrant)
Date: April 14, 1997 ss/ HAROLD CURTIS
Harold Curtis, Chief Executive Officer
--------------------------------------
Date: April 14, 1997 ss/CHARLES D. WHITSITT
Charles D. Whitsitt, Chief Financial Officer
--------------------------------------------
-11-
<PAGE>
