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Previous: WESTERFED FINANCIAL CORP, 8-K, 1998-10-26 |
Next: INVESCO MULTIPLE ASSET FUNDS INC, 24F-2NT, 1998-10-26 |
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 1O-QSB/A
AMENDMENT #1
(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 August 31, 1998
[ ] 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 (IRS Employer Identification No.)
incorporation or organization)
11935 South 144 Service Road, Oklahoma City, Oklahoma 73173
(Address of principal executive offices) (Zip Code)
Issuer's telephone number 405/290-7788
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 3,576,311 shares as of October 15, 1998
<PAGE>
TOWER TECH, INC.
NOTE TO AMENDMENT #1
This amendment is filed to correct the statement of operations for the nine
ended August 31, 1998, for a mathematical error in calculating net loss. Net
loss was originally reported as $499,692 and is amended to $449,692.
<PAGE>
TOWER TECH, INC.
BALANCE SHEET (UNAUDITED)
<TABLE>
<C> August 31, 1998
Assets
Current assets: <S>
Cash $ 217,011
Accounts receivable, net of allowance
for doubtful accounts of $422,645 6,007,612
Accounts receivable, affiliate 385,746
Notes receivable, current 201,357
receivables from officers and employes 196,026
Costs and estimated earnings in excess of billings
on uncompleted contracts 687,000
Inventory 6,020,402
Restricted assets-current 158,335
Prepaid expenses 261,967
Deferred tax asset 169,147
------------
Total current assets 14,304,603
Property, plant and equipment, net 14,862,593
Rental fleet, net 6,864,873
Patents, net 228,380
Deferred tax asset 775,667
Notes receivable, non-current,
net of unamortized discount of $44,628 676,707
Other assets 657,056
--------------
$ 38,369,879
==============
Liabilities and Stockholders' Equity
Current liabilities:
Current maturities of long-term debt $ 8,722,078
Current maturities of obligations under capital lease 158,357
Accounts payable 5,334,537
Accounts payable, affiliate 1,735
Accured liabilities 1,125,435
Interest payable 273,416
Customer deposits 606,485
Total current liabilities 16,222,043
-------------
Long-term debt, net 15,315,170
-------------
Obligations under capital lease, net 171,359
-------------
Stockholders' equity
Common stock, $.001 par value; 10,000,000 shares
authorized; 3,576,311 shares isssued and outstanding 3,577
Capital in excess of par 8,278,561
Deficit (1,620,831)
------------
Total stockholders' equity 6,661,307
------------
Total liabilities and stockholders' equity $ 38,369,879
==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-1
TOWER TECH, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended
August 31, August 31,
<TABLE> 1998 1997
<C>
Sales and other operating revenue: <S> <S>
Tower sales $ 2,723,161 $ 1,634,734
Concrete tower sales 1,108,455 612,024
Tower rentals 3,849,941 755,301
381,398 1,025,657
---------- ------------
Total tower revenue 8,062,955 4,027,716
Other operating revenue - 250,000
---------- ------------
8,062,955 4,277,716
---------- ------------
Costs and expenses:
Cost of goods sold and constructed 5,276,083 2,616,053
General and administrative 658,111 366,507
Selling expenses 499,702 309,180
Research and development 375,446 255,364
--------- -----------
Total costs and expenses 6,809,342 3,547,104
--------- ----------
Income from operations 1,253,613 730,612
--------- -----------
Other income (expense):
Interest, net (265,901) (164,055)
Miscellaneous 15,624 36,748
---------- -----------
Total other income (expense) (250,277) (127,307)
---------- -----------
Income before income taxes 1,003,336 603,305
Income tax expense (401,334) -
---------- -----------
Net income $ 602,002 $ 603,305
=========== ===========
Weighted average shares outstanding-basic 3,526,311 3,380,026
=========== ===========
Net income per common share-basic $ 0.17 $ 0.18
============ ===========
Weighted average shares outstanding-diluted 3,526,311 3,462,271
============ ===========
Net income per common share-diluted 0.17 0.17
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
TOWER TECH, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
Nine Months Ended
August 31, August 31,
1998 1997
<TABLE>
<C> <S> <S>
Sales and other operating revenue:
Tower sales $ 6,798,284 $ 9,555,308
Concrete tower sales 5,467,676 2,274,078
Tower rentals 5,030,374 1,139,625
Other tower revenue 682,443 1,514,401
----------- -------------
Total tower revenue 17,978,777 14,483,412
Other operating revenue - 520,000
----------- -------------
17,978,777 15,003,412
----------- ------------
Costs and expenses:
Cost of goods sold and constructed 14,397,302 10,850,333
General and administrative 1,732,415 1,029,383
Selling expenses 1,388,052 881,965
Research and development 570,617 523,515
----------- ------------
18,088,386 13,285,196
----------- ------------
Income (loss) from operations (109,609) 1,718,216
----------- ------------
Other income (expense):
Interest (726,508) (502,753)
Miscellaneous 86,631 68,807
---------- ------------
(639,877) (433,946)
---------- ------------
Income (loss) before income taxes (749,486) 1,284,270
Income tax benefit 299,794 -
---------- ------------
Net income (loss) $ (449,692) $1,284,270
=========== ============
Weighted average shares outstanding-basic 3,532,355 3,381,226
=========== ============
Net income (loss) per common share-basic $ (0.13) $ 0.38
============ ============
Weighted average shares outstanding-diluted 3,532,355 3,533,420
============ ============
Net income (loss) per common share-diluted $ (0.13) $ 0.36
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
TOWER TECH, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
August 31, August 31,
<TABLE> 1998 1997
<C>
Cash flows from operating activities: <S> <S>
Net income (loss) $ (449,692) $ 1,284,270
Adjustments to reconcile net income(loss)
to net cash provided (used) b
operating activities:
Depreciation and amortization 600,534 437,705
Decrease (increase) in notes
receivable 49,931 (625,000)
Bad debt expense 125,000 -
Deferred tax benefit (299,794) -
Increase in accounts receivable (518,687) (894,300)
Increase in accounts receivable-
affiliate (58,451) -
Decrease in costs in excess of billings 32,447 252,669
Increase in inventory (2,992,746) (699,207)
Increase in prepaid expenses (132,694) (106,950)
Decrease in other assets 59,202 25,777
Increase in accounts payable 3,073,309 264,855
Decrease in accounts payable-
affiliate (8,842) -
Increase (decrease) in interest payable
and accrued liabilities 488,393 (247,660)
Decrease in income tax payable (38,222) -
Increase (decrease) in deposits 492,451 (129,114)
----------- ----------
Net cash provided (used) by operating
activities 422,139 (436,955)
----------- ----------
Cash flows from investing activities:
Purchase of property and equipment (5,501,708) (4,214,531)
Decrease in restricted assets 2,133 3,254,890
Additions to rental fleet (5,043,665) (1,279,657)
Increase in patent costs (25,811) (49,828)
------------ -----------
Net cash used in investing acitivies (10,569,051) (2,289,126)
------------- -----------
Cash flows from financing activities:
Proceeds from borrowings,
net of costs 28,028,096 9,533,682
Repayments of long-term debt (18,247,128) (7,133,629)
Proceeds from exercise of warrants
and options 225,000 894,501
Decrease in book overdraft (193,999) -
------------ -----------
Net cash provided by financing activities 9,811,969 3,294,554
------------ -----------
Net (decrease) increase in cash (334,943) 568,473
------------ -----------
Cash at beginning of period 551,954 850,332
------------ -----------
Cash at end of period $ 217,011 $ 1,418,805
============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
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