View:
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(AMENDMENT NO. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[Fee Required]
For the fiscal year ended JUNE 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[No Fee Required]
For the transition period from _____________ to _______________
Commission file number 0-17219
GENTNER COMMUNICATIONS CORPORATION
(Name of small business issuer in its charter)
UTAH 87-0398877
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1825 RESEARCH WAY, SALT LAKE CITY, UTAH 84119
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (801) 975-7200
Securities registered under Section 12(b) of the Exchange Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
None None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
(Title of class)
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___
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year ended June 30,
1995 were $11,106,078.
The aggregate market value of the voting stock held by non-affiliates of
the registrant is approximately $10,800,000. The aggregate market value has
been computed by reference to the price of such stock ($1.75) as of September
21, 1995 [the price at which the stock was sold, or the average bid and asked
prices of such stock, as of a specified date within the past 60 days].
The number of shares outstanding of the issuer's Common Stock, as of
September 21, 1995, was 7,655,375.
PART I
ITEM 1. BUSINESS
GENERAL
Gentner Communications Corporation (the "Company") is a corporation
organized under the laws of the State of Utah in 1983. The Company develops,
markets, and distributes technologically advanced audioconferencing products
and services, along with other products, primarily for the Broadcast market
and the audio segment of the Teleconferencing market. The audio segment of
the Teleconferencing market is herein referred to as the "Audioconferencing
market." Historically, the Company's primary business has been the sale of
studio and transmitter-related equipment and accessories to broadcast
facilities. The Company has applied its core digital technology gained in the
Broadcast market to the development of products for the Audioconferencing
market. In addition, the Company offers a conference call service. With this
combination of products and service, the Company's vision is to provide total
audioconferencing solutions for the Broadcast and Audioconferencing markets.
The Company currently sells four distinct product lines to the Broadcast
market. The largest product line consists of telephone interface equipment,
which is primarily used to facilitate audio teleconferences in which callers
are put on-the-air for call-in talk shows. In fiscal 1995, sales of products
to the Broadcast market accounted for 49% of the Company's total sales.
In 1991, using its technological expertise gained in the Broadcast
market, the Company commenced marketing products specifically developed by it
for the Audioconferencing market. The Company's audioconferencing products,
which are used to conduct audio teleconferences, allow users to speak into
microphones and listen through speakers without the cut-offs, distortion, and
noise associated with traditional speakerphones, providing for a more natural,
two-way conversation among participants. The Company's product line comprises
high-end audioconferencing systems installed in conference rooms, along with
economical portable units. Sales of products to the Audioconferencing market
accounted for 40% of the Company's total sales during fiscal 1995.
In fiscal 1993, the Company commenced a conference call service
operation. This service is marketed to sales organizations, law firms,
financial networks, and any business requiring conference calling.
In fiscal 1994, the Company made several difficult but essential
reorganization decisions, including significant investment in research and
development and marketing, consolidation of the Company's operations and sales
center to one location, the divestiture of the Audisk product line, and the
implementation of other cost reduction measures. These reorganization efforts
have contributed to a significant increase in the Company's sales and a marked
decrease in the Company's net loss during fiscal 1995. During fiscal 1995 as
compared to fiscal 1994, sales of the Company's products and services
increased to $11.1 million from $8.8 million. Fiscal 1995's net loss was
$116,063, or $0.02 per share, compared to fiscal 1994's net loss of
$1,258,986, or $0.17 per share. The significant 1994 loss included the
disposal of a product line and other non-recurring charges (see "Management's
Discussion and Analysis of Financial Condition and Results of Operations").
The Company continued to experience significant losses in the first quarter of
fiscal 1995 due to the Company's on-going efforts to develop and market new
products, in particular the ET100 and TS612. However, following the losses of
the first quarter, the Company showed a profit in the remaining three quarters
of fiscal 1995. In the fourth quarter, the Company posted record-breaking
quarterly revenues and profits. Nonetheless, the profitable last three fiscal
quarters were not sufficient to overcome the significant first quarter loss
and show a net profit for the year.
BUSINESS STRATEGY
The Company plans to continue its efforts to develop and market new
products for the Broadcast and Audioconferencing markets. Growth in broadcast
product sales is expected to come through new equipment introductions,
enhancements, and increased international distribution.
The Company believes that its largest growth potential is in the U.S.
Audioconferencing market. According to industry sources, Audioconferencing
sales are growing at an annual rate of 28%, with sales of both audio products
and conferencing services at $1.2 billion for calendar 1994. The Company plans
to allocate a large portion of its resources to develop and market products
and services for this market. Due to the larger market size and potentially
greater competition, the marketing of audioconferencing products will continue
to require substantial marketing resources and research and development
efforts. To this end, the Company will continue to seek out highly trained
and experienced personnel. Additionally, the Company has aggressively focused
on research and development to create a superior line of products. Because of
its ability to combine sophisticated audioconferencing conference room systems
and portable units with conference call services into a package available
through a nationwide network of dealers and sales representatives, the Company
plans to offer end users a "total solution" approach, which it believes will
help it take advantage of the potential of this growing market.
BROADCAST PRODUCTS
The Company has four major product lines that it sells to the Broadcast
market:
-- Telephone Interface Products
-- Transmitter Site Control Products
-- Audio Routing and Distribution Products
-- Audio Processing Products
With the exception of transmitter site control products, the Company's
broadcast products are used in broadcast studios to assist in production
and/or on-air programming. Each of these product lines is discussed in
greater detail below.
Telephone Interface Products. The Company's telephone interface product
line offers a full selection of products ranging from simple single line
couplers to computerized multiple line systems used in talk show programs. An
example of the computerized multi-line system is the Company's TS612 unit,
which it began selling in fiscal 1995. Many telephone interface products
function as broadcast-oriented audioconferencing components used by
broadcasters to put callers on-the-air as part of an audio teleconference.
This product line also includes the Company's remote broadcast products.
These products allow a station to conduct broadcasts from a location away from
the station using telephone lines instead of more expensive satellite
transmissions. A sportscaster, for example, can broadcast a basketball game
from the arena, being linked to the studio by telephone.
Transmitter Site Control Products. These products help broadcasters
fulfill legal requirements for monitoring and controlling their transmitters,
which are often located in remote areas such as on mountain tops. The
Company's products provide monitoring of conditions at the transmitter site
and permit users to make adjustments to transmitters by remote control via
computer or telephone. The Company's transmitter site control products
utilize a digitally synthesized voice which reports conditions over a
telephone line.
Audio Routing and Distribution Products. These products are used to
distribute audio signals from studio to studio, and are also widely used in
the Professional Audio market (see "Business -- Other Markets"). These types
of products are a necessary part of every audio installation in a broadcast
facility. The Company has been manufacturing and selling this product line
since its inception.
Audio Processing Products. Broadcasters use these products to tailor
the sound of their stations to suit the tastes of specific audiences. For
example, a radio station with an "Urban Contemporary" format could use these
products to significantly increase the amount of bass response in their
signal, whereas a "Light Jazz" station would use softer processing for a
uniform sound across the audio frequency spectrum. These digital products
provide a greater amount of flexibility for broadcasters who want more control
over the quality and character of the sound of their broadcasts. In addition,
they help preserve the broadcast clarity of compact disc recordings.
AUDIOCONFERENCING PRODUCTS
The Company's internal research into the needs of the business
community, coupled with its digital capabilities developed in the Broadcast
market, led to its development of products for the Audioconferencing market.
This market is experiencing rapid growth. Companies that conduct lengthy
meetings over the telephone have expressed dissatisfaction with the
speakerphones traditionally used in these meetings. The problems noted with
traditional speakerphones include poor audio quality, low volume levels,
echoes, noise, distortion, and speech cut-offs. The Company believes that it
has substantially addressed these problems through the development of
digitally-processed audioconferencing products.
In 1991, the Company began shipping several competitively priced
audioconferencing products and systems. The systems permit users to
communicate via professional quality microphones and speakers which, combined
with the Company's digital technology, result in higher audio quality. The
systems permit fully interactive conversations, allowing users to talk
normally (as if all participants were in the same room), without cut-offs.
The Company began shipping a new audioconferencing product in fiscal
1995. This product, the ET100, is a highly advanced, portable
audioconferencing unit that provides high quality sound, without delays,
cut-offs, or echoes, and that is designed to hook-up with virtually any phone
system. This unique capability allows users to utilize all of their telephone
functions such as hold, conference, transfer, multiple line access, etc. The
ET100 turns the existing digital PBX or analog telephone into a two-way hands
free audioconferencing device.
CONFERENCE CALL SERVICE
In February 1993, the Company launched its new conference call service
operation so as to be able to provide customers with a complete offering of
audioconferencing solutions. This service can connect telephone callers
worldwide with state-of-the-art volume and clarity. Although this operation
is experiencing steady growth, it is not currently producing significant
revenues.
ASSISTIVE LISTENING PRODUCTS
In March 1993, the Company began shipping its new Assistive Listening
System ("ALS") products. These products provide amplification for the hearing
impaired in such places as sport stadiums, museums, libraries, theme parks,
zoos, auditoriums, convention centers, and tour buses. The demand for ALS
products is strong due to the enactment of the Americans with Disabilities
Act, which requires such aid to the hearing disabled. In fiscal 1995, the
Company expanded its ALS product line with the introduction of an additional
multi-channel receiver, a battery charger and other accessories. ALS products
and accessories currently are one of the Company's fastest growing product
lines.
BROADCAST MARKET
For fiscal 1995, the Broadcast market was still the Company's largest
revenue source, generating approximately 49% of the Company's total sales.
The Company's products are targeted and sold to radio and television stations,
broadcast networks, and other broadcast-related customers.
Based on statistics provided by the Company's wholesalers, the Company
estimates that the potential annual U.S. Broadcast market size is
approximately $100 million for all types of equipment, including the type the
Company provides. The Company's current market share is approximately 5% of
this market.
The United States is considered to be the predominant segment of the
worldwide Broadcast market, with over 12,000 radio and television stations in
operation. The Company estimates that this market will grow at an average
annual rate of approximately 5%. The Company's products are sold mainly to
renovate older studios and/or replace obsolete equipment. Although little new
broadcast station construction has taken place in the past several years in
the United States, due to the limited number of frequencies that become
available at any given time, the Company believes that it will continue to
enjoy growth in the Broadcast market as product innovations allow broadcast
stations to upgrade their existing equipment.
The Company has traditionally concentrated its efforts in selling its
products in the United States. However, while the United States Broadcast
market is considered to be the largest single market segment in the world, it
is believed to represent only 20% of the total worldwide Broadcast market.
The international Broadcast market is expanding due largely to government
deregulation and privatization of stations and an expansion in the number of
frequencies available for commercial use. In 1991, the Company began focusing
efforts on expanding its international market share and has appointed dealers
located in key countries around the world (see "Business -- Distribution").
Such sales now account for 19% of all sales by the Company to the Broadcast
market. Sales of all products to foreign markets, which includes the
Company's export sales and sales intended for overseas installation,
principally in Canada, Europe, and Asia, accounted for 13% of total fiscal
1995 sales.
AUDIOCONFERENCING MARKET
The Audioconferencing market is currently the Company's fastest growing
market, representing 40% of total Company sales in fiscal 1995, compared to
36% of total Company sales in fiscal 1994. The Audioconferencing market is a
segment of the total Teleconferencing market, which also includes the
Videoconferencing market segment. Although it designs and manufactures audio
equipment that works in connection with the Videoconferencing segment, the
Company specializes in the Audioconferencing segment.
Products and services sold by all companies to the Audioconferencing
market include terminal equipment, telephone bridge equipment, conference
calling services, and transmission services. The Company's primary focus is
in the terminal equipment and conference calling categories. According to
industry sources, the calendar 1994 U.S. market for all audioconferencing
products and services exceeded $1.2 billion. Industry sources also reported
that this market grew at an annual rate of 28% over the previous year.
The Company believes that the most significant sales growth in the near
future will come through the continued sale of audioconferencing equipment.
The Company also expects further growth in its conference call service
business.
OTHER MARKETS
In addition to the Broadcast and Audioconferencing markets, the
Company's products are sold into other markets, particularly the Professional
Audio market. The Professional Audio market includes sound contractors who
install audio and other equipment in churches, schools, auditoriums and other
large facilities. The Company sells its products into this market generally
through the same manufacturers' representatives and dealers that represent the
Company in the Audioconferencing market. The products sold to this market are
primarily audio routing and distribution products, telephone interface
products, and ALS products.
MARKETING AND SALES
Broadcast sales efforts have traditionally focused on domestic and
international sales of broadcast products through a worldwide network of
dealers. Such efforts included a combination of product catalogs, telephone
telemarketing, direct mail, trade advertising and direct selling. The Company
will continue to support dealers with product information, brochures, and data
sheets, however, it plans to increase its activities aimed at garnering the
attention of end users. The Company will continue to sponsor sales promotions
to encourage dealers to feature the Company's products, but will also focus
more on end user interaction efforts such as customer focus groups and
proactive surveys. The Company also exhibits at selected high profile
industry trade shows to ensure that the Company's products remain highly
visible to dealers and broadcasters.
Audioconferencing and ALS product sales efforts are primarily aimed at,
respectively, domestic businesses and organizations required to offer their
patrons equipment designed to assist the hearing impaired. The Company has
been reaching these customers through a representative and dealer network that
regularly interacts with potential end users in the target market. However,
since digital audioconferencing products and services are relatively new
concepts in a growing new industry, the Company, as with Broadcast customers,
intends to devote more marketing efforts toward end user interaction and
education. The Company has begun actively participating, alongside its
representatives and dealers, in communication forums, trade shows, and
industry promotions, all designed to inform customers about the Company's full
range of audioconferencing products and services. Additional new
opportunities and alternate channels of distribution are being evaluated by
the Company (see "Business--Distribution").
Customer support, which is generally provided over the telephone,
provides timely, interactive help to customers needing operational or
technical assistance with their products. The customer support team regularly
communicates with the Company's engineering and manufacturing groups to ensure
up-to-date information is being given to the customers and to provide feedback
to the Company that can be useful in initiating product improvements.
DISTRIBUTION
Broadcast Products. The Company's broadcast products are generally sold
in the United States through non-exclusive broadcast equipment dealers.
Customers generally place orders with a dealer by calling a toll free number.
The market is highly competitive and it is not unusual for a customer to call
several dealers to get the best possible price. Once a customer orders
equipment, a dealer then either ships the product to the customer from the
dealer's inventory or orders the product from the Company to be shipped
directly to the customer. Only the Company's largest dealer, Harris/Allied, a
division of Harris Corporation, is also a manufacturer of communications
systems and equipment. Harris/Allied is the Company's predominant dealer in
the Broadcast market and is believed by the Company to be the dominant
supplier of equipment for radio stations in the United States. Sales to
Harris/Allied represent a significant portion of Company sales, accounting for
approximately 18% and 16% of the Company's total sales during fiscal 1995 and
fiscal 1994, respectively. However, the Company believes that if it were to
lose Harris/Allied as a dealer, it could sell its products to customers either
directly or through other dealers. With respect to international sales, the
Company has established international relationships with dealers for its
broadcast products, of which several are located in Europe, two are in Canada,
and several are located throughout Asia, the South Pacific, and Latin America.
Audioconferencing and ALS Products and Services. The Company sells its
audioconferencing and ALS products, along with conference call services
through independent representatives and dealers. The Company also telemarkets
customers directly with respect to its conference calling service. Currently,
most of the Company's Audioconferencing and ALS sales are in the United
States. The Company's primary strategy for foreign expansion is to establish
distribution channels in markets where it believes there is a growing need for
products and services of the type offered by the Company. The Company has
pursued this strategy in conjunction with its international broadcast
activities and has established dealerships in the same geographic locations.
COMPETITION
The principal competitive factors in the Company's markets include
innovative product design, product quality, established customer
relationships, name recognition, distribution, and price.
In the Broadcast market, the Company has several competitors in each of
its four product lines. There is not, however, any single competitor who
directly competes with the Company in all such product lines. Although some
of the Company's competitors are smaller in terms of annual revenues and
capitalization, such competitors are usually focused on a single product line
and can therefore devote their resources to products that are directly
competitive with, and which may adversely impact sales of, the Company's
products. However, the Company possesses a high name-recognition factor with
respect to its Broadcast products, particularly with its telephone interface
equipment. This advantage, coupled with the Company's size, enables it to
preserve and enhance its efforts in increasing Broadcast market share.
The Company believes that its ability to successfully compete in the
Audioconferencing market is essential to the Company's growth and market
development. The Company knows that there are other companies with
substantial financial, technical, manufacturing and marketing resources
currently engaged in the development and marketing of similar products and
services. Some of these companies have launched products competitive with
those being developed and manufactured by the Company. However, the Company
has capitalized on, and enhanced its core acoustic digital technology
developed for the Broadcast market into what it believes are conference room
installed audioconferencing systems and equipment of superior performance. It
also believes its new portable audioconferencer has a significant competitive
advantage (see "Business--Audioconferencing Products"). By offering both
these types of products, combined in various types of packages with conference
calling services, the Company feels it can uniquely position itself in this
rapidly expanding Audioconferencing market.
RESEARCH AND DEVELOPMENT
The Company is highly committed to research and development. The
Company views its investment in research and development as the key to long
term business success. The Company expended $802,062 and $920,079 on research
and development in fiscal years ended June 30, 1995 and 1994, respectively.
The Company is continually working on developing new products and
services. Current new research and development efforts are focused on the
broadcast telephone interface and audioconferencing product lines. The
Company also heavily invests resources in technically sustaining and refining
existing products. Moreover, the Company continues to allocate resources to
obtain and maintain product regulatory compliance.
The Company's core technological competencies include many areas of
telecommunications and audio processing. The Company has developed the
ability to interface many types of products to the public telephone network.
The Company's capability to use Digital Signal Processing ("DSP") technology
to perform audio processing operations is also a core competence. This
technology is critical to the performance of the Company's products. The
Company maintains an internal computer aided design ("CAD") team. This team
creates the necessary electrical schematics, printed circuit board designs,
mechanical designs, and manufacturing documentation to support the research
and development efforts. The Company's CAD and product design teams use
networked computing systems and sophisticated software programs to facilitate
all aspects of product development.
The Company believes that ongoing development of its core technological
competencies is vitally important to future sales.
PATENTS AND PROPRIETARY RIGHTS
Trade secrets, proprietary information, and technical know-how are
important to the Company's scientific and commercial success. The Company
currently relies on a combination of trade secrets and nondisclosure
agreements to establish and protect its proprietary rights in its products.
The Company also has a U.S. trademark registration for "PeopleLink," the name
used on one of the Company's telephone interface products.
GOVERNMENT REGULATION
The Company designs and manufactures its equipment in accordance with
the technical design standards of Federal Communications Commission ("FCC")
Rules Part 15, Class A and Part 68. Part 15 governs the levels of
electromagnetic radiation emanating from commercial computing equipment. The
Company endeavors to conform all of its products covered by Rule 15 with the
Rule 15 standards based on internal testing. Part 68 sets forth certain
standards for telephone equipment that is to be used within the United States
telecommunications system, such as line isolation and surge protection
standards. The Company's applicable telecommunications products are each
certified by independent inspectors to meet the Part 68 standards.
The Company also designs and manufactures its equipment pursuant to
Underwriters Laboratories and industry product safety standards.
Several of the Company's products are currently registered for sale in
various international markets. The Company must conform with design standards
similar to those of the FCC in each of the foreign countries in which its
products are sold.
MANUFACTURING AND SUPPLIES
The Company currently manufactures and/or assembles its products using
purchased or leased manufacturing equipment. Most of the equipment presently
being used will continue to be utilized for several years. The Company's
manufacturing facility incorporates modern, modular assembly work stations and
work accessories that enhance the efficiency and quality of the manufacturing
process. If sales increase substantially, the Company would be required to
invest in additional manufacturing equipment. Subject to financial
considerations, the Company does not believe it would experience any
difficulty in obtaining any additional equipment that might be needed as a
result of any substantial sales increase (see "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Financial
Condition and Liquidity").
The Company generally purchases its assembly components from
distributors, but also buys a limited amount directly from manufacturers.
Printed circuit boards and metal work are purchased directly from local
suppliers. Its principal suppliers are Hamilton Hallmark, Arrow Electronics,
Bell Industries, Standard Supply Company, Precise Metal Products Company, and
Precision Technology. Of these principal suppliers, only Precise Metal
Products, which does all of the Company's metal stamping work, is single
source. Precise Metal Products could be replaced by at least three local and
eight regional metal stamping companies with little disruption in the
manufacturing process. The Company's general policy is to have a minimum of
two vendor sources. Many of the components utilized are bonded by certain
distributors and manufacturers. This bonding process places ordered products
on the distributors' shelves until the product is required by the Company.
This allows the Company to reduce its inventory while maintaining available
stock.
The Company uses a real time computer system to monitor its
manufacturing process, which allows the Company to utilize cost accounting for
each product and to monitor profitability in each phase of the manufacturing
process. Both the equipment and the software are covered under maintenance
contracts. The Company has developed an extensive software back-up system
that provides for daily back-ups housed in a fire-proof safe.
WARRANTY AND SERVICE
The Company provides one and two-year warranties on its products which
cover both parts and labor. The Company, at its option, repairs or replaces
products that are defective during the warranty period if the proper
preventive maintenance procedures have been followed by customers. Repairs
that are necessitated by misuse of such products or are required outside the
warranty period are not covered by the Company's warranty.
In cases of defective products, the customer typically returns them to
the Company's facility in Salt Lake City, Utah. The Company's service
personnel then replace or repair the defective items and ship them back to the
customer. Generally, all servicing is done at the Company's plant, and it
charges its customers a fee for those service items that are not covered by
warranty. The Company does not offer its customers any formal written service
contracts.
BACKLOG
As of September 1, 1995, the Company's backlog was approximately $1.2
million, all of which is scheduled to be delivered throughout fiscal 1996.
Backlog figures include signed purchase orders. All orders are subject to
cancellation without penalty. On most orders, payment is due within 30 days
of shipment. The Company has occasionally experienced some cancellations or
postponements of a minor sort regarding its backlog. The backlog is not
seasonal in nature.
EMPLOYEES
As of September 1, 1995, the Company had 92 employees, including 91
full-time employees and 1 part-time employee. None of the Company's employees
are subject to a collective bargaining agreement.
ITEM 2. PROPERTIES
All of the Company's operations, including its executive offices,
audioconferencing call service, product sales, research and development, and
manufacturing, are conducted in a 20,000 square feet facility located south of
Salt Lake City (the "Research Way facility"). The Research Way facility is a
modern building leased by the Company. The base annual rent for this facility
is approximately $11,000. The facility is in good condition and the Company
believes the facility will be reasonably adequate to meet its short-term
needs. The Company has negotiated with the landlord of the Research Way
facility to build an expansion to the existing building. The new facilities
will allow the Company to grow steadily through the next 10 years. If growth
plans are successful, the Company plans on occupying the new space toward the
beginning of fiscal 1997.
ITEM 3. LEGAL PROCEEDINGS
The Company knows of no material litigation or proceeding, pending or
threatened, to which the Company is or may become a party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year
to a vote of the Company's security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded in the over-the-counter market on
the NASDAQ System under the symbol "GTNR." Units (three shares plus warrants
for two shares) are traded under the symbol "GTNRU", and warrants under the
symbol "GTNRW". The following table sets forth quotations for the common
stock for the last two fiscal years.
1995 High Low
First Quarter $0.84 $0.59
Second Quarter 0.81 0.56
Third Quarter 1.22 0.72
Fourth Quarter 1.03 0.69
1994
First Quarter $2.06 $1.56
Second Quarter 2.06 1.31
Third Quarter 1.68 0.94
Fourth Quarter 1.06 0.75
The above inter-dealer quotations were obtained from the National Association
of Securities Dealers (NASD), do not reflect markups, markdowns, or
commissions, and may not represent actual transactions.
The Company does not pay a cash dividend and does not anticipate doing
so in the foreseeable future. Currently, the Company's line of credit
arrangement prohibits the payment of dividends.
As of September 21, 1995 there were approximately 3,500 holders of
common stock of the Company.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
YEAR ENDED JUNE 30, 1995 COMPARED TO YEAR ENDED JUNE 30, 1994.
The Company experienced a 26% increase in total sales during the year
ended June 30, 1995 ("fiscal 1995"), compared to the year ended June 30, 1994
("fiscal 1994"). Sales to the Company's two major markets, the Broadcast and
Audioconferencing markets, grew significantly during the year. The increases
in both markets were primarily due to the Company shipping two new products
that had been announced during the previous fiscal year.
Sales to the Broadcast market increased 26% over the previous fiscal
year. The principal factor contributing to the growth was sales of the
Company's new TS612 multiline telephone system. Created specifically for
broadcast talk shows and satellite business video conferencing, the product
has won trade show awards and wide customer acceptance. The Company plans on
introducing new TS612 enhancements and accessories during the next fiscal
year. Sales of other broadcast products also grew as a result of increased
marketing and product availability. Some of these increases, however, were
offset by the absence of any fiscal 1995 sales of its Audisk product line
which was sold during fiscal 1994. The Company plans on introducing more
Broadcast products during the coming fiscal year.
Audioconferencing market sales grew as a result of product sale
increases across the board, most notably of the new portable ET100
audioconferencing unit. The increases resulted from improved product
availability and better results achieved by the Company's distribution network
of sales reps and dealers. Together with increases in GT300, GT700, and
TI7200 equipment and system sales, the ET100 contributed to fiscal 1995's 40%
increase in all Audioconferencing sales compared to fiscal 1994. Although
sales of the ET100 did not meet management's original fiscal 1995 internal
forecasts, the Company remains optimistic about its future potential and
believes it will achieve improved sales as a result of continued emphasis and
fine tuning. The Company believes total Audioconferencing sales will increase
further as a result of new product service introductions anticipated during
coming fiscal year. Higher product sales, along with steady increases in
the Gentner Conference Call teleconferencing service, resulted in
Audioconferencing sales representing a record 40% of all of the Company's
fiscal 1995 sales. This compares to 36% of total sales in fiscal 1994, and
21% in fiscal 1993.
The Company's gross profit margin percentage increased from 42% in
fiscal 1994, to 43% in fiscal 1995. The slight increase in gross profit was
due primarily to a different sales mix in effect during the period, as
described above. Additionally, during fiscal 1995 the Company no longer sold
Audisk products which had earned lower profit margins than most of the
Company's other Broadcast and Audioconferencing products.
Fiscal 1995 operating expenses decreased by 7% compared to fiscal 1994.
However, the prior year's results included a loss on the disposal of the
Audisk product line totalling $754,424. In addition, the Company incurred
approximately $450,000 of certain non-recurring costs in fiscal 1994's fourth
quarter which were associated with unique organizational and structural
changes accomplished at that time. These costs were virtually all included in
general and administrative expenses. Exclusive of these two amounts, total
operating expenses in fiscal 1995 as compared to fiscal 1994 actually
increased by 22%. The increases resulted from the following factors:
-- Marketing and sales expenses rose 46% over the prior year. The higher
expenses, which include sales commissions, are due mainly to the significant
sales increases experienced during the year and also because of increased
activities directed to promoting new products, primarily the TS612 and ET100.
-- Product development costs decreased 13% compared to fiscal 1994.
Contributing to the decrease, however, was the capitalization of certain costs
related to software development. Had these costs been included in expenses,
product development costs would have experienced a decline of only 5% during
fiscal 1995 over fiscal 1994. The decrease reflects reduced outside
development costs, primarily during the latter part of fiscal 1995, as opposed
to the previous year when the Company had devoted significant resources to the
development of the two aforementioned products.
-- During the first half of fiscal 1995, general and administrative
expenses were higher than during the first half of fiscal 1994 as the
Company's efforts to restructure took effect. This process, begun during
fiscal 1994's third and fourth quarters, was intended to allow the Company
better capacity to manage an increasing focus on customer relations and
overall business development. In addition, certain cost saving measures were
initiated, such as moving out of the Company's Salt Lake downtown facility.
During the latter half of fiscal 1995, this cost reduction effort began to
yield results, with the net effect that general and administrative expenses,
exclusive of the non-recurring items mentioned above, decreased 2% during the
entire fiscal 1995 year compared to fiscal 1994.
Interest income during fiscal 1995 declined 80% when compared to fiscal
1994 due to reduced cash investment balances maintained by the Company in
fiscal 1995. During fiscal 1995, the Company utilized much of its excess cash
pursuant to the sales growth activities described above. In connection
therewith, the Company also tapped into its line of credit significantly more
during fiscal 1995, also in part to finance higher levels of inventory to
accommodate the higher sales, resulting in a 157% increase in interest expense
over the previous year.
The Company's statutory minimum provision for state income taxes was
calculated using the rate of 0.8%. The rate was different than that which
would normally have been applied (34%) to derive a tax benefit from the loss
incurred, primarily as a result of the accounting limitations imposed by FASB
Statement No. 109, "Accounting for Income Taxes." The Company adopted the new
accounting standard at the beginning of fiscal 1994. In the Company's case,
the new rules allow the Company to currently recognize a tax benefit only to
the extent of the Company's ability to carry back a portion of the loss in
order to recover taxes paid in previous years. All recoverable taxes were
already collected by the Company during fiscal 1995. The fiscal 1995 taxable
loss of approximately $700,000 is available to be carried forward to future
years and recognized as a benefit against future taxable income. In addition,
the Company also has approximately $180,000 in research and development tax
credit carryforwards. Both carryfoward amounts will fully expire by the year
2010.
QUARTER ENDED JUNE 30, 1995 COMPARED TO QUARTER ENDED JUNE 30, 1994.
Sales for fiscal fourth quarter 1995 rose 49% over the same period in
1994. The primary reason for the growth was sales of products introduced
earlier in the fiscal year, notably the TS612 and ET100. The Company also had
new product sales of the Telehybrid, AVT7000 and AVT7100, all introduced
during June 1995.
The gross profit margin percentage during the fourth quarter increased
to 46% from the previous year's 43%. Part of the increase was due to a
difference in the sales mix for the quarter. However, most of the increase
related to cost savings stemming from the improvements completed in the
Company's manufacturing processes and inventory management procedures during
the prior quarter ended March 31, 1995.
Fourth quarter 1995 operating expenses declined by 41% from the same
quarter in the previous year. However, after eliminating the effect of the
non-recurring expenses incurred during 1994's fourth quarter, the decrease
over the previous period was 23%. This decrease was primarily attributable to
a reduction of product development costs and lower general and administration
costs. Specifically, product development costs decreased 41%, due to
significantly reduced outside development resources used in conjunction with
two products, the TS612 and ET100, that began shipping in fiscal 1995.
General and administrative costs decreased 49%, due mainly to overall cost
reduction efforts, started during the latter part of fiscal 1994, that began
yielding results during the last half of fiscal 1995. In addition, certain
administrative activities, involving travel, investor relations, and outside
consulting, were considerably reduced during the fourth quarter of 1995.
Offsetting these development and general cost decreases was a 12% increase in
sales and marketing expenses, a third of which was due to sales commissions
incurred on the higher sales amounts. The rest was due to increased marketing
and trade show activities conducted during the quarter.
The net amount of other income and expenses increased by $59,570, due
primarily to increased interest costs associated with usage of the Company's
line of credit facility. The Company also utilized much of its excess cash
previously during the fiscal year, resulting in virtually no interest income
being earned during fiscal 1995's fourth quarter as compared to the previous
year.
YEAR ENDED JUNE 30, 1994 COMPARED TO YEAR ENDED JUNE 30, 1993.
Sales for the fiscal year ended June 30, 1994 increased 1% to $8.78
million from $8.71 million for the year ended June 30, 1993 ("fiscal 1993").
Although the total sales level did not materially change during the year, the
Company's overall sales mix shifted dramatically. Sales to the
Audioconferencing market increased during fiscal 1994, while Broadcast market
sales declined. In addition, sales increased significantly to the
Professional Audio market, traditionally a minor portion of total Company
sales in the past.
Audioconferencing market sales rose during the year as a result of
several new products introduced just prior to the beginning of fiscal 1994.
The Company's GT300, GT700, and T17200 lines of audioconferencing equipment
and systems began shipping in May 1993, and in June 1994 the products won an
award for Special Recognition from the International Teleconferencing
Association. Sales of these products were the main reason Audioconferencing
market sales grew 79% over the prior year's sales. The Company's service
department, Gentner Conference Call ("GCC"), also showed steady growth in
fiscal 1994, though sales were not yet as significant as product sales. Sales
to the Audioconferencing market were 36% of all fiscal 1994 sales, compared to
21% for fiscal 1993. The Company plans on increasing Audioconferencing sales
further by shipping new audioconferencing products during fiscal 1995. In
November 1993, the Company unveiled its new ET100, an economical, portable
audioconferencing unit. This new product does not require the use of a
separate, dedicated phone line, and the Company began shipments during the
fall of 1994. The Company believes that the Audioconferencing market offers
the highest potential for increased overall sales.
In years prior to fiscal 1994, sales to the Professional Audio market
usually comprised approximately 9% of total Company sales. During fiscal
1994, however, this number increased to 17% as a result of a 94% increase in
Professional Audio sales. Most of the increase was attributable to sales of
the Company's new Assistive Listening System ("ALS") products. Introduced
during the late spring of 1993, the products are designed to help
organizations comply with the Americans with Disabilities Act, specifically as
it relates to the hearing impaired. The Company expects that improved product
designs, new product offerings, and significant new focus in sales and
marketing efforts will contribute to ALS sales increases during fiscal 1995.
During fiscal 1994, the Company reviewed its position in the Broadcast
market with respect to its Audisk product line. Management concluded that the
Company could better utilize its core technological competencies in areas
other than computer network-type systems such as Audisk. Accordingly, the
Company sold the product line to the Audisk system's hardware component
manufacturer, who desired to continue selling the systems and support existing
customers. As a result of this decision, Audisk sales were eventually reduced
to zero, beginning in the second quarter of the fiscal year, from total sales
in fiscal 1993 of $1,750,575. The sale of the Audisk product line is the
primary reason why sales to the Broadcast market declined 34% during fiscal
1994 compared to the previous year. The Audisk product line was acquired in
1992 at a cost to the Company of $229,000.
Sales to the Broadcast market in the future are expected to be
strengthened by the introduction of a recently announced new telephone
interface product, the TS612 telephone system. Created specifically for
broadcast talk shows and satellite business video conferencing, the TS612 won
two awards for excellence at the March National Association of Broadcasters
trade show in Las Vegas. The Company began shipments in the fall of 1994.
The Company's gross profit margin percentage increased from 38% in
fiscal 1993 to 42% in fiscal 1994. The increase in gross profit was due to a
shift in sales mix during fiscal 1994, primarily away from the lower margin
Audisk products. Offsetting the Audisk sales decline was the increase in
sales to the Audioconferencing market of the new audioconferencing products
that carry higher profit margins.
As a result of the aforementioned sale of the Audisk product line, the
Company wrote off certain capitalized costs formerly included in accounts
receivable, inventory, and other assets. Furthermore, the Company incurred
certain expenses associated with terminating the employment agreement of the
individual from whom the Audisk product was originally acquired. The
aggregate amount of these costs totaled $754,424, shown as a separate line
item on the accompanying 1994 Statement of Operations.
Operating expenses, not including those associated with the Audisk
disposal, increased during fiscal 1994 in the aggregate by 35% when compared
to fiscal 1993. The increases comprised a number of factors as follows:
-- Product development costs increased 40%, stemming from the introduction
of new products, most notably the ET100 audioconferencer and the TS612
telephone system. These two products represent an improvement in the
Company's traditional product structure. Rather than in the usual, rack-mount
metal boxes, significant components are housed in molded plastic casings and
have been designed utilizing newer, surface-mount circuit board technology.
Although more expensive to design, the Company believes these changes will
result in improved performance and greater customer acceptance of the
products. The latter is particularly important with respect to the ET100, as
it is targeted to a much more end user-oriented segment of the
Audioconferencing market.
-- Operating expenses also rose during fiscal 1994 over fiscal 1993 as a
result of hiring additional administrative employees needed to manage
increases in domestic and international orders and to improve customer
service. In addition, the Company incurred higher rent and utility costs
associated with the Company's downtown Salt Lake City facility. In April
1994, the Company determined it was in its best long-term interest to move out
of the downtown offices and bring all sales and administrative groups together
at the Research Way location. This move is expected to allow the Company to
focus more on customer needs and satisfaction, while saving on occupancy costs
in the long run.
-- The Company also incurred some singular costs during the fourth quarter
associated with certain organizational and structural changes. Including the
office move referred to above, these changes were made to improve the
Company's ability to accommodate future growth and improve its operational
efficiency. In addition, the Company incurred certain costs associated with
the separation of the Company's former President, Chief Financial Officer and
Chief Operating Officer, William V. Trowbridge. The total of all these
significant reorganization, moving, and severance expenses totaled
approximately $450,000.
The Company incurred additional product development and marketing
expenses during the first part of fiscal 1995, primarily associated with the
ET100 and the TS612.
During the year ended June 30, 1994, interest income declined 27% when
compared to the prior fiscal year due to lower interest rates on lower
investment balances. Interest expense decreased 10% from a combination of two
factors. First, the Company increased its long-term capital leases and notes
since the previous year. These arrangements were entered into principally to
finance the Company's conference call service department. Second, the
increased interest expense incurred by these obligations was more than offset
by a decrease in interest expense on the short-term line of credit, which the
Company did not utilize as much during fiscal 1994.
The Company's effective income tax rate (i.e., a benefit of 12%) used to
calculate the tax benefit derived from fiscal 1994's operating loss, was
different than the expected federal statutory income tax rate of 34%, again
primarily as a result of the accounting limitations imposed by FASB Statement
No. 109.
FINANCIAL CONDITION AND LIQUIDITY
The Company's current ratio decreased from 2.2:1 at the end of fiscal
1994, to 1.8:1 at the end of fiscal 1995. The decrease was due primarily to a
36% increase in inventory, coupled with an increase in the amount borrowed on
the line of credit to carry the higher inventory levels. The increase in
inventory was due to the scheduled release of the new ET100 and TS612
products, along with scheduled increases in finished products to allow
customers more product availability. The inventory increase was financed by
higher borrowings on the line of credit, which also served to help finance
fiscal 1995's increased sales and marketing efforts. Working capital was also
used to initially finance acquisitions of new capital equipment during the
year ended June 30, 1995. The Company is presently seeking to secure
long-term financing for these items.
During the second quarter of 1995, the Company modified its line of
credit arrangement with a commercial bank in order to facilitate its plan for
growth and increased product availability. Changes included raising the
amount available from $1.5 million to $1.75 million, and the interest rate
from 0.5% to 1% over prime. The amount outstanding at June 30, 1995 was
$1,225,000. The line of credit matures on October 31, 1995, and the Company
anticipates renewing the agreement beyond that date.
As described in the footnotes to the financial statements, the Company
has certain commitments relating to capital expenditures. These commitments
are in the form of obligations classified as long-term debt and capital
leases, both related to the financing of furniture and equipment. Together,
the current obligations on these commitments were $240,251 in fiscal 1995 and
will be $265,664 in fiscal 1996.
The Company has undergone a period of operational expansion and
significant sales growth over the last fifteen months, especially during the
six months ended June 30, 1995. As a result of successfully culminating a
period of intense product development and promotion, the Company has
experienced various challenges with respect to cash flow. While not
necessarily expecting ever-increasing, quarter-after-quarter growth,
management of the Company believes that sales and gross margins will generally
remain strong during fiscal 1996, and that overall cash flows from operations
will improve. To avoid inhibiting the Company's growth in the short-term,
however, management has taken steps to bolster available capital resources.
Toward the end of fiscal 1995's third quarter, the Company arranged with five
of its vendors to convert amounts due them into six-month, 12% promissory
notes totalling $602,902. This was done to avert the possibility of the
Company becoming delinquent in its trade obligations, and to structure
payments on the accounts in accordance with anticipated cash inflows. During
September 1995, the final payments on these notes were made. The Company has
also improved its inventory management systems, and plans to structure
inventory levels so as to maximize purchasing efficiencies, yet continue its
program of providing satisfactory product availability to customers. In
addition, the Company raised approximately $73,000 at the end of June 1995
via a private placement of common stock. Core revenues continue to
strengthen, and the Company is confident that it can achieve its business plan
through a combination of internally generated funds and short and/or long-term
borrowing, if necessary.
Item 7. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheets for June 30, 1995 and 1994.
Statements of Operations for fiscal years ended June 30, 1995, 1994, and 1993.
Statements of Cash Flows for fiscal years ended June 30, 1995, 1994, and 1993.
Statements of Shareholders' Equity for fiscal years ended June 30, 1995, 1994,
and 1993.
Notes to Financial Statements
[Ernst & Young letterhead]
Report of Independent Auditors
The Board of Directors and Shareholders
GENTNER COMMUNICATIONS CORPORATION
We have audited the accompanying balance sheets of Gentner Communications
Corporation as of June 30, 1995 and 1994, and the related statements of
operations, shareholders' equity, and cash flows for each of the three years
in the period ended June 30, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Gentner Communications
Corporation at June 30, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended June 30, 1995,
in conformity with generally accepted accounting principles.
ERNST & YOUNG
/s/
Salt Lake City, Utah
August 4, 1995
GENTNER COMMUNICATIONS CORPORATION
BALANCE SHEETS
ASSETS YEARS ENDED JUNE 30,
------------------------
1995 1994
----------- -----------
Cash and cash equivalents. . . . . . . . . $ 119,238 $ 433,824
Accounts receivable, less allowances
of $130,000 in 1995 and $320,000
in 1994 . . . . . . . . . . . . . . . . 1,644,376 1,337,118
Refundable income taxes. . . . . . . . . . - 245,343
Inventory. . . . . . . . . . . . . . . . . 3,324,866 2,443,444
Other current assets . . . . . . . . . . . 140,088 99,372
----------- -----------
Total current assets . . . . . . . 5,228,568 4,559,101
Property and equipment, net . . . . . . . . . 1,829,161 1,498,641
Other assets, net . . . . . . . . . . . . . . 140,731 139,479
----------- -----------
Total assets . . . . . . . . . . . $7,198,460 $6,197,221
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable. . . . . . . . . . . . . . . $1,508,687 $ -
Accounts payable . . . . . . . . . . . . . 943,723 1,288,007
Accrued expenses . . . . . . . . . . . . . 297,426 574,361
Current portion of long-term debt. . . . . 93,506 39,343
Current portion of capital lease
obligations. . . . . . . . . . . . . . 128,486 155,434
----------- -----------
Total current liabilities. . . . . 2,971,828 2,057,145
Long-term debt. . . . . . . . . . . . . . . . 229,372 81,385
Capital lease obligations . . . . . . . . . . 283,799 302,292
----------- -----------
Total liabilities. . . . . . . . . 3,484,999 2,440,822
Commitments
Shareholders' equity:
Common stock, 50,000,000 shares
authorized, par value $.001,
7,455,375 and 7,338,375 shares
issued and outstanding at
June 30, 1995 and 1994. . . . . . . . . 7,455 7,338
Additional paid-in capital . . . . . . . . 4,244,641 4,171,633
Accumulated deficit. . . . . . . . . . . . (538,635) (422,572)
----------- -----------
Total shareholders' equity . . . . 3,713,461 3,756,399
----------- -----------
Total liabilities and
shareholders' equity. . . . . . $7,198,460 $6,197,221
=========== ===========
See accompanying notes
GENTNER COMMUNICATIONS CORPORATION
STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30,
--------------------------------------
1995 1994 1993
------------ ------------ ------------
Net sales . . . . . . . . . . . .$11,106,078 $ 8,779,522 $ 8,711,827
Cost of goods sold. . . . . . . . 6,346,348 5,074,926 5,394,508
------------ ------------ -----------
Gross profit . . . . . . . . . 4,759,730 3,704,596 3,317,319
Operating expenses:
Marketing and selling. . . . . 2,355,900 1,618,887 1,582,624
General and administrative . . 1,539,291 1,766,082 945,220
Product development. . . . . . 802,062 920,079 656,957
Loss on disposal of Audisk
product line. . . . . . . . - 754,424 -
------------ ------------ -----------
Total operating expenses 4,697,253 5,059,472 3,184,801
------------ ------------ -----------
Operating income (loss). 62,477 (1,354,876) 132,518
Other income (expense):
Interest income. . . . . . . . 11,479 56,577 77,867
Interest expense . . . . . . . (183,790) (71,497) (79,143)
Other, net . . . . . . . . . . (5,329) (54,190) (107,835)
------------ ------------ ----------
Total other income
(expense). . . . . . . . (177,640) (69,110) (109,111)
------------ ------------ ----------
Income (loss) before
taxes. . . . . . . . . . . . . . (115,163) (1,423,986) 23,407
Provision (benefit) for
income taxes . . . . . . . . . . 900 (165,000) 661
------------ ------------- ----------
Net income (loss) $ (116,063) $(1,258,986) $ 22,746
============ ============ ===========
Earnings (loss) per
common share . . . . . . . . . . $ (0.02) $ (0.17) $ -
============ ============ ===========
See accompanying notes
GENTNER COMMUNICATIONS CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30,
--------------------------------------
1995 1994 1993
----------- ----------- ----------
Cash flows from
operating activities:
Cash received from customers . . .$10,624,914 $ 8,506,138 $8,088,101
Cash paid to suppliers and
employees . . . . . . . . . . .(11,937,537) (8,657,630) (8,396,825)
Interest received. . . . . . . . . 10,229 55,952 78,537
Interest paid. . . . . . . . . . . (176,075) (72,675) (78,821)
Income taxes (paid) refunded . . . 243,643 5,421 (140,097)
------------ ----------- -----------
Net cash used in operating
activities . . . . . . . . . (1,234,826) (162,794) (449,105)
------------ ----------- -----------
Cash flows from investing
activities:
Purchases of investment
securities . . . . . . . . . . . - - (57,275)
Conversion of investment
fund to money market fund -
cash equivalent . . . . . . . . - - 1,135,544
Purchases of property and
equipment . . . . . . . . . . . (632,397) (337,308) (216,052)
Increase in capitalized
software development and
purchased software costs . . . . (95,700) - -
Proceeds from the sale of
equipment and other assets . . . - 304 1,000
Issuance of notes receivable . . . (45,320) (34,115) -
Repayment of notes receivable. . . 6,665 21,384 -
Decrease (increase) in other
assets . . . . . . . . . . . . . 75,584 (26,633) (13,851)
------------ ----------- ----------
Net cash provided by (used in)
investing activities . . . . (691,168) (376,368) 849,366
------------ ----------- ----------
Cash flows from financing
activities:
Proceeds from issuance of
common stock . . . . . . . . . . 73,125 - -
Exercise of warrants and
employee stock options . . . . . - 19,180 -
Net (repayment) borrowing
under line of credit . . . . . . 1,225,000 - (350,000)
Net financing of trade payables
with short-term notes . . . . . 283,687 - -
Proceeds from issuance of
long-term debt . . . . . . . . . 282,500 - 162,606
Principal payments of capital
lease obligations . . . . . . . (172,554) (219,948) (192,951)
Principal payments of
long-term debt . . . . . . . . . (80,350) (86,191) (40,541)
------------ ----------- ----------
Net cash provided by (used in)
financing activities . . . . 1,611,408 (286,959) (420,886)
------------ ----------- ----------
Net decrease in cash and
cash equivalents . . . . . . . . . (314,586) (826,121) (20,625)
Cash and cash equivalents at
the beginning of the year . . . . . 433,824 1,259,945 1,280,570
------------ ----------- ----------
Cash and cash equivalents at the
end of the year . . . . . . . . . .$ 119,238 $ 433,824 $1,259,945
============ =========== ===========
Reconciliation of net income
(loss) to net cash used in
operating activities:
Net income (loss) . . . . . . . .$ (116,063) $(1,258,986) $ 22,746
Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities:
Depreciation and
amortization of property
and equipment. . . . . . . 427,355 283,266 260,462
Amortization of other assets 23,265 60,505 45,946
Loss on investments . . . . - - 15,905
Loss on disposal of Audisk
product line . . . . . . . - 754,424 -
Other . . . . . . . . . . . 1,635 24,739 20,361
Changes in operating assets
and liabilities, exclusive
of Audisk-related amounts:
Accounts receivable . . (307,258) (260,617) (504,843)
Refundable income taxes 245,343 (157,136) (88,207)
Inventory . . . . . . . (881,422) (274,432) (691,149)
Prepaid expenses . . . . (6,462) 10,736 101,756
Accounts payable and
accrued expenses . . (621,219) 657,150 373,210
Deferred income taxes . - (2,443) (5,292)
------------ ----------- ----------
Net cash used in
operating activities $(1,234,826) $(162,794) $(449,105)
============ ========== ==========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
YEARS ENDED JUNE 30,
-------------------------------------
1995 1994 1993
Property and equipment ------------ ---------- ----------
financed by capital leases . . . $ 127,113 $62,094 $489,986
=========== ========== ==========
See accompanying notes
GENTNER COMMUNICATIONS CORPORATION
STATEMENTS OF SHAREHOLDERS' EQUITY
Retained
Common Stock Additional Earnings Investment
------------------ Paid-In (Accumulated Valuation
Shares Amount Capital Deficit) Allowance
--------- ------ ---------- --------- ----------
Balances at
June 30, 1992 . . . . . 7,313,900 $7,314 $4,152,477 $813,668 $(29,541)
Market valuation
adjustment for
long-term
securities. . . . . - - - - 29,541
Net income . . . . . - - - 22,746 -
--------- ------ --------- ----------- ---------
Balances at
June 30, 1993 . . . . . 7,313,900 7,314 4,152,477 836,414 -
Exercise of warrants
and employee stock
options . . . . . . 24,475 24 19,156 - -
Net loss . . . . . . - - - (1,258,986) -
--------- ------- --------- ---------- ---------
Balances at
June 30, 1994 . . . . . 7,338,375 7,338 4,171,633 (422,572) -
Issuance of common
stock (no offering
costs incurred) . . 117,000 117 73,008 - -
Net loss . . . . . . - - - (116,063) -
--------- ------ -------- ---------- ---------
Balances at
June 30, 1995 . . . . . 7,455,375 $7,455 $4,244,641 $(538,635) $ -
========= ====== ========== ========== =========
See accompanying notes
GENTNER COMMUNICATIONS CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Gentner Communications Corporation (the Company), designs and
manufactures high-technology electronic equipment for the Broadcast,
Audioconferencing, and Professional Audio markets. The Company also provides
domestic and international conference calling services. The Company grants
credit without requiring collateral to substantially all its customers within
these markets.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash Equivalents - The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
Inventory - Inventories are stated at the lower of cost (first-in, first-out)
or market.
Revenue Recognition - Revenue from product sales is recognized at the time
product is shipped by the Company to its customers, including distributors,
all of which are unaffiliated, and net of allowances for returns and
uncollectible accounts.
Property and Equipment - Property and equipment are stated at cost.
Depreciation and amortization are provided over the estimated useful lives of
the respective assets using the straight-line method.
Other Assets - Other assets consist primarily of intangible assets which are
stated at cost less accumulated amortization. The Company amortizes these
costs on a straight-line basis over three to ten years.
Earnings (Loss) Per Common Share - Earnings (loss) per common share was
calculated using the modified treasury stock method, and was based on weighted
average equivalent shares outstanding of 7,338,697, 7,330,488, and 7,313,900,
for the years ended June 30, 1995, 1994, and 1993. Stock options and warrants
to purchase common stock have been excluded from the computation of per share
amounts in years when the effect was antidilutive.
Research and Development Costs - Research and development costs are expensed
as incurred.
Software Development Costs - The Company capitalizes a portion of its software
development costs. Both capitalized software development costs and purchased
software costs are amortized on a straight-line basis over the estimated
useful life of three years or the ratio of current revenue to the total of
current and anticipated future revenue, whichever is greater. Amortization
generally commences when the related products begin shipping. The total of
purchased software costs and software development costs capitalized during the
year ended June 30, 1995 was $95,700. Capitalizable costs in prior periods
were immaterial. Amortization expense recorded during that same year was
$13,292. Unamortized costs are stated at the lower of cost or net realizable
value and are included in other assets for 1995 net of accumulated
amortization.
Income Taxes - Effective July 1, 1993, the Company changed its method of
accounting for income taxes from the deferred method to the liability method
required by FASB Statement No. 109, "Accounting for Income Taxes." As
permitted under the new rules, prior years' financial statements have not been
restated. The cumulative effect of adopting Statement 109 was not
significant.
Reclassifications - Certain reclassifications have been made to prior years'
amounts to conform with the current year presentation.
2. SIGNIFICANT CUSTOMER
The Company sells a substantial portion of its products to a major
distributor in the Broadcast market. For the fiscal years ended June 30,
1995, 1994, and 1993, sales to this distributor aggregated $1,946,775 (18%),
$1,385,110 (16%), and $2,478,140 (28%), respectively. At the end of those
years amounts due from this customer were $239,976, $83,014, and $292,713,
respectively.
3. INVENTORY
Inventory is summarized as follows:
JUNE 30,
-----------------------------
1995 1994
-------------- -------------
Raw materials. . . . . . . . . . . . $ 959,478 $ 882,388
Work in progress . . . . . . . . . . 1,380,393 849,949
Finished goods . . . . . . . . . . . 984,995 711,107
------------ -----------
Total inventory. . . . . . . . . . . $ 3,324,866 $ 2,443,444
============ ============
4. PROPERTY AND EQUIPMENT
Major classifications of property and equipment and estimated useful
lives are as follows:
JUNE 30,
-----------------------------
1995 1994
-------------- -------------
Office furniture and equipment -
5 to 10 years . . . . . . . . . . . $ 2,175,283 $ 1,893,890
Manufacturing and test equipment -
5 to 10 years . . . . . . . . . . . 1,051,043 800,529
Telephone bridging equipment -
10 years. . . . . . . . . . . . . . 417,434 205,855
Vehicles - 3 to 5 years. . . . . . . 16,753 16,753
------------ -----------
3,660,513 2,917,027
Accumulated depreciation
and amortization. . . . . . . (1,831,352) (1,418,386)
------------ -----------
Net property and equipment . . . . $ 1,829,161 $ 1,498,641
============ ===========
5. OTHER ASSETS
Other assets consist principally of deposits, officer notes receivable,
insurance policy cash values, capitalized software costs, and purchased
technology. Amortization is computed on a straight-line basis over three to
ten years for those assets with limited useful lives. Accumulated
amortization was $74,331 and $52,720 at June 30, 1995 and 1994, respectively.
6. LINE OF CREDIT
The Company maintains a line of credit ($1,225,000 outstanding and
$1,750,000 available at June 30, 1995, none outstanding and $1,500,000
available at June 30, 1994) with a commercial bank, which expires October 31,
1995 and which the Company anticipates renewing beyond that date. Any
borrowings accrued interest at the rate of 1% over prime (10% as of June 30,
1995). The terms of the line of credit prohibit the payment of dividends and
require the Company to maintain other defined financial ratios and restrictive
covenants. No compensating balance arrangements are required.
7. LONG-TERM DEBT
Long-term debt consists of the following:
JUNE 30,
-------------------------
1995 1994
------------- ----------
8.5% note due to a financial institution,
with monthly payments of $4,008, due
April 1997, secured by manufacturing and
test equipment with a book value of
$62,157. . . . . . . . . . . . . . . . . . $ 81,395 $ 120,728
1.5% over prime note due to a financial
institution, with monthly payments of
$5,846, due July 1999, secured by
manufacturing and test equipment with a
book value of $225,543 . . . . . . . . . . 241,483 -
------- --------
322,878 120,728
Less current portion . . . . . . . . . . . . (93,506) (39,343)
-------- -------
Total long-term debt . . . . . . . . . . . $ 229,372 $ 81,385
======== ========
Annual principal installments of long-term debt are $93,506, $94,470,
$60,999, $66,556, and $7,347 for the years ending June 30, 1996, 1997, 1998,
1999, and 2000, respectively.
8. LEASES
The Company has entered into capital leases with finance companies to
finance the purchase of certain furniture and equipment. Property and
equipment under capital leases are as follows:
JUNE 30,
-----------------------
1995 1994
----------- -----------
Office furniture and equipment . . . . . . . . $ 353,217 $ 353,746
Manufacturing equipment. . . . . . . . . . . . 92,582 92,582
Telephone bridging equipment . . . . . . . . . 320,050 192,937
-------- --------
765,849 639,265
Accumulated amortization . . . . . . . . . . . (279,155) (163,281)
--------- ---------
Net property and equipment under
capital leases . . . . . . . . . . . . . . $ 486,694 $ 475,984
========= =========
Future minimum lease payments under capital leases and noncancelable
operating leases with initial terms of one year or more are as follows:
Capital Operating
------- ---------
For years ending June 30:
1996. . . . . . . . . . . . . . . . . $ 172,158 $283,642
1997. . . . . . . . . . . . . . . . . 160,828 273,688
1998. . . . . . . . . . . . . . . . . 117,263 241,202
1999. . . . . . . . . . . . . . . . . 34,932 33,304
2000. . . . . . . . . . . . . . . . . 7,885 7,799
Thereafter. . . . . . . . . . . . . . - -
---------- --------
Total minimum lease payments . 493,066 $839,635
========
Less use taxes . . . . . . . . . . . . . (29,004)
----------
Net minimum lease payments . . 464,062
Less amount representing interest . . . . (51,777)
----------
Present value of net
minimum lease payments . . . . 412,285
Less current portion . . . . . . . . . . (128,486)
----------
Capital lease obligations. . . $ 283,799
==========
Certain operating leases contain escalation clauses based on the
consumer price index. Rental expense, which was composed of minimum rentals
under operating lease obligations, was $146,755, $223,139, and $192,012, for
the years ended June 30, 1995, 1994, and 1993, respectively. The Company's
operating lease on its facility, which expires August 31, 1998, provides for a
renewal option extending the terms an additional two years. Rates charged
would be at prevailing market rates at the time of renewal.
9. ROYALTY AGREEMENTS
The Company is the general partner of two limited partnerships, Gentner
Research Ltd. ("GRL"), and Gentner Research II, Ltd. ("GR2L"), both related
parties. GRL sold the proprietary interest in a remote control product line
to the Company in exchange for royalty agreements in 1987 and 1988. Royalty
expense under the agreements with GRL for the years ended June 30, 1995, 1994,
and 1993, was $17,900, $21,300, and $31,200, respectively. Once new product
is developed, the Company plans on entering into similar arrangements with
GR2L, which is now in the development stage. At June 30, 1995, GR2L owed the
Company $27,970 in start-up and other incidental expenses.
10. INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax liabilities and assets
are as follows:
JUNE 30,
-------------------
1995 1994
-------- -------
Deferred tax liabilities:
Tax over book depreciation . . . . . . . . . . $ 126,000 $164,000
Unamortized software costs . . . . . . . . . . 32,000 -
--------- ---------
Total deferred tax liabilities . . . . . . . 158,000 164,000
--------- ---------
Deferred tax assets:
Accounts receivable and other reserves . . . . 34,000 98,000
Capital loss carryforward. . . . . . . . . . . - 19,000
UNICAP inventory costs . . . . . . . . . . . . - 12,000
Inventory reserves . . . . . . . . . . . . . . 41,000 78,000
Product warranty accruals. . . . . . . . . . . 4,000 4,000
Net operating loss carryforwards . . . . . . . 413,000 136,000
Tax credit carryforwards . . . . . . . . . . . 186,000 240,000
--------- ---------
Total deferred tax assets . . . . . . . . . 678,000 587,000
Valuation allowance for deferred tax assets. . (520,000) (423,000)
--------- ---------
Net deferred tax assets. . . . . . . . . . . 158,000 164,000
--------- ---------
Net deferred taxes . . . . . . . . . . . . . $ - $ -
========= =========
Significant components of the provision (benefit) for income taxes for
the fiscal years ended June 30 are as follows:
Liability Method Deferred
----------------- Method
1995 1994 1993
------- ------ --------
Current:
Federal. . . . . . . . . . . . . . $ - $(140,000) $ 3,754
State. . . . . . . . . . . . . . . 900 (25,000) 2,199
---- ---------- --------
Total current. . . . . . . . . . 900 (165,000) 5,953
---- ---------- --------
Deferred:
Federal. . . . . . . . . . . . . . - - (3,013)
State. . . . . . . . . . . . . . . - - (2,279)
---- ----------- --------
Total deferred . . . . . . . . . - - (5,292)
---- ----------- --------
$ 900 $(165,000) $ 661
==== ========== ========
The components of the benefit for deferred income taxes for the year
ended June 30, 1993 are as follows:
Depreciation expense deducted for tax
returns in periods different than for
financial reporting . . . . . . . . . . . . . . . . . . $ 2,739
Reserves deducted for tax returns in periods
different than for financial reporting . . . . . . . . (7,588)
Inventory costs deducted for tax returns in
periods different than for financial reporting. . . . . (959)
Tax credits utilized . . . . . . . . . . . . . . . . . . -
Other, net . . . . . . . . . . . . . . . . . . . . . . . 516
--------
Benefit for deferred income taxes . . . . . . . . . . . $(5,292)
========
The reconciliation of income tax computed at the U.S. federal statutory
tax rate to income tax expense (benefit) for the years ended June 30 is:
Liability Method Deferred
---------------- Method
1995 1994 1993
-------- ----- -------
Tax at federal statutory rate. . . . . . . . . (34.0)% (34.0)% 34.0%
Increase (reduction) in computed
tax rate resulting from:
State income tax, net of federal
effect . . . . . . . . . . . . . . . . . (3.5) (3.5) (.4)
Valuation allowance. . . . . . . . . . . . 20.0 28.5 -
Nondeductible expenses applicable
to R & D tax credit . . . . . . . . . . 12.1 .8 -
Statutory tax disallowance of
entertainment expenses . . . . . . . . . 3.4 .1 9.6
Nondeductible life
insurance premiums. . . . . . . . . . . . .8 .1 7.0
Write-off of certain
intangible assets . . . . . . . . . . . . - - (41.6)
Nondeductible intangible asset
amortization and other. . . . . . . . . . 2.0 .2 25.0
R & D tax credit . . . . . . . . . . . . . - - (15.0)
Income taxed at other than the
statutory rate . . . . . . . . . . . . . - (3.8) (15.8)
----- ------- ------
0.8% (11.6)% 2.8%
===== ======= ======
At June 30, 1995, for income tax purposes the Company had net operating
loss and research and development tax credit carryforwards of approximately
$1,120,000 and $180,000, respectively, that expire in 2010.
11. STOCK OPTIONS
The Company's 1990 Incentive Plan has available 700,000 shares of common
stock for issuance to employees and directors, including the grant of stock
options. Changes in the number of stock options under the Plan are as
follows:
Price Range
Shares Per Share
------- ------------
Year ended June 30,
1995: Granted . . . . . . . . . . . . . 25,000 $0.81
Exercised . . . . . . . . . . . . - -
Expired and canceled. . . . . . . (11,000) $0.81 to $0.88
Outstanding . . . . . . . . . . . 490,000 $0.69 to $1.81
Exercisable . . . . . . . . . . . 396,500 $0.69 to $1.81
1994: Granted . . . . . . . . . . . . . 60,000 $1.81
Exercised . . . . . . . . . . . . (23,500) $0.69 to $1.00
Expired and canceled. . . . . . . (153,000) $0.69 to $1.81
Outstanding . . . . . . . . . . . 476,000 $0.69 to $1.81
Exercisable . . . . . . . . . . . 332,000 $0.69 to $1.81
1993: Granted . . . . . . . . . . . . . 320,000 $0.69
Exercised . . . . . . . . . . . . - -
Expired and canceled. . . . . . . (48,000) $0.69 to $1.25
Outstanding . . . . . . . . . . . 592,500 $0.69 to $1.25
Exercisable . . . . . . . . . . . 252,000 $0.69 to $1.25
On June 30, 1993, the Company registered with the Securities and
Exchange Commission all shares of common stock previously issued or issuable
under the Plan.
12. RESTRICTED STOCK OFFERING
On June 30, 1995, the Company issued 117,000 shares of common stock to
certain members of the Company's Board of Directors and a family member of one
Director. The shares were sold at $0.625 per share, with proceeds from the
sale aggregating $73,125. The price reflected the fair market value of the
shares, which are restricted in terms of their resale under Rule 144 of the
Securities Act of 1933. The funds were used to pay down the Company's line of
credit.
13. WARRANTS
During 1991, the Company filed a registration statement with the
Securities and Exchange Commission in connection with a secondary public
offering of 1,437,500 units. Each unit consisted of three shares of common
stock and two redeemable common stock purchase warrants. As of June 30, 1995,
there were 2,874,025 warrants outstanding. No warrants were exercised during
fiscal 1995, and 975 were exercised during fiscal 1994.
Each warrant entitles the registered holder to purchase one share of the
Company's common stock at an exercise price of $1.50 until September 22, 1996.
The warrants are redeemable by the Company on 30 days prior written notice at
a redemption price of $.05 per warrant if the NASDAQ closing bid price of the
common stock equals or exceeds $2.50 per share for any 30 consecutive trading
days ending within 15 days of the redemption notice.
The Company also granted the underwriter an option to purchase a total
of 125,000 units at $3.60 per unit, each unit consisting of three shares of
common stock and warrants to purchase shares of common stock. The option
expires September 22, 1996. On exercise of all or a portion of the option,
these particular warrants would carry an exercise price of $3.60 per share of
common stock, would not be redeemable, and would expire on September 22, 1996.
14. INTERNATIONAL SALES
The Company operates substantially in one business segment and product
area - electronic audio processing and conferencing communications equipment -
which is sold in the Broadcast, Audioconferencing, and Professional Audio
markets. These products are all marketed, distributed from, designed, and
manufactured at the Company's facilities in Salt Lake City.
The Company ships products to unaffiliated distributors in worldwide
markets. In fiscal 1995, 1994 and 1993, respectively, such international
sales were $1,420,000, $1,189,000, and $1,697,000, and accounted for 13%, 14%,
and 19% of total sales. During those years the Company shipped the following
amounts, respectively, to the following areas: Canada - $341,900, $272,800,
and $390,630; Asia - $579,800, $355,390, and $466,000; Europe - $197,900,
$227,720, and $501,890; Latin America - $78,800, $115,500, and $196,150; Other
areas - $221,600, $217,590, and $142,330.
15. RETIREMENT SAVINGS AND PROFIT SHARING PLAN
The Company has a 401(k) retirement savings and profit sharing plan in
which it makes discretionary matching contributions, as authorized by the
Board of Directors. All full-time employees who are at least 21 years of age
and have a minimum of six months of service with the company at the plan date
are eligible to participate in the plan. Matching contributions, if made, are
based upon amounts participating employees contribute to the plan. The
Company's retirement plan contributions for the 1995, 1994, and 1993 fiscal
years totaled $10,375, $10,851, and $10,018, respectively.
16. AUDISK PRODUCT LINE
In 1992, the Company acquired all products, product rights, and related
technology of MacroMedia, Inc. ("MacroMedia") of Northfield, Minnesota. These
assets were collectively represented by a product line known as Audisk, a
digital audio storage system used in AM and FM radio systems. The transaction
also included the execution of a four-year employment agreement with the
president of MacroMedia, which provided for 2% royalty payments based on
certain Audisk sales.
During fiscal 1994, the Company sold its Audisk product line and, as a
result, wrote off certain capitalized amounts included in accounts
receivable, inventory, and other assets. Furthermore, the Company incurred
certain expenses associated with terminating the aforementioned employment
agreement. Accordingly, the Company wrote off $754,424, representing the
aggregate amount of these costs.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
DIRECTORS AND EXECUTIVE OFFICERS
The following individuals are currently directors or executives officers
of the Company:
Director
Name Age Principal Occupation Since
- ------------------ --- ------------------------------------- ---------
Russell D. Gentner 40 Chairman of the Board of Directors,
Chief Executive Officer, and President 1985
Edward Dallin
Bagley* 57 Attorney 1994
Brad R. Baldwin 40 President and Chief Executive Officer
of Bank One, Utah 1988
Edward N. Bagley* 83 Vice President of Smith Barney and
Chairman of the Board of Mining Services
International 1993
Dwight H. Egan 42 President and Chief Executive Officer
of Broadcast International, Inc. 1994
K. Bradford Romney 39 President and Chief Executive Officer
of Dayna Communications, Inc. 1994
* Edward N. Bagley and Edward Dallin Bagley are father
and son, respectively.
- ----------------
Russell D. Gentner is Chairman of the Board of Directors, Chief
Executive Officer, and President of the Company. Mr. Gentner has served in
the positions of Chairman and Chief Executive Officer since 1985, when the
Company merged with its predecessor, Gentner Engineering Company, Inc.
("GEC"). GEC was founded by Mr. Gentner in 1981, and he served as its
Chairman, Chief Executive Officer, and President from its inception until its
merger with the Company. Mr. Gentner has served as President of the Company
from 1985 to 1990 and from April 1994 to the present. Mr. Gentner earned his
Bachelor of Science degree in Electrical Engineering in 1977 from the
University of Utah and a Master of Business Administration degree from the
University of Utah in 1990.
Edward Dallin Bagley has been a Director of the Company since April
1994. Previously, Mr. Bagley served as a Director of the Company from April
1987 to July 1991. Mr. Bagley began practicing law in 1965. He later founded
Bagley Securities, Inc., a stock brokerage firm located in Salt Lake City,
Utah. During the past five years, Mr. Bagley has served as vice president of
National Financial, a computer back-up accounting firm for health clubs. Mr.
Bagley is also currently a director of Mining Services International, a
publicly-held developer of explosives technology and supplier of chemicals to
the mining industry located in Salt Lake City, Utah, Ion Laser Technology, a
manufacturer of argon and krypton gas and carbon dioxide lasers, and Tunex
International, a chain of automotive engine performance and service centers.
Mr. Bagley received a Juris Doctorate in 1965 from the University of Utah
College of Law.
Brad R. Baldwin has been a Director of the Company since October 1988.
Since October 1, 1994, Mr. Baldwin has served as President and Chief Executive
Officer of Bank One, Utah, a commercial bank headquartered in Salt Lake City,
Utah. Mr. Baldwin served as Senior Vice President and General Counsel of Bank
One from 1988 until his appointment as President and CEO. From 1981 to 1988,
Mr. Baldwin was engaged in the general practice of law at the firm of Biele,
Haslam & Hatch in Salt Lake City, Utah. Mr. Baldwin received a Juris
Doctorate in 1980 from the University of Washington.
Edward N. Bagley has been a director of the Company since January 1993.
Mr. Bagley is currently Vice President of Smith Barney, with whom he has been
associated since 1971. Mr. Bagley has worked in the investment industry since
1934. Mr. Bagley is also Chairman of the Board of Directors of Mining
Services International. He received a bachelors degree from Utah State
University in 1933.
Dwight H. Egan has been a director of the Company since November 1994.
Mr. Egan is currently the President, Chief Executive Officer, and Chairman of
the Board of Broadcast International, Inc., a satellite communications and
business information company located in Salt Lake City, Utah. Mr. Egan has
served as an officer and director of Broadcast International since November
1985.
K. Bradford Romney has been a Director of the Company since November
1994. Since 1991, Mr. Romney has been the President and Chief Executive
Officer of Dayna Communications, Inc., a computer networking company based in
Salt Lake City, Utah. He has been a director of Dayna since 1990. He served
as Executive Vice President of Dayna upon joining the company in 1986 until
his appointment as President and Chief Executive Officer. From 1982 to 1986,
Mr. Romney was Executive Vice President of Keith Romney & Associates. Mr.
Romney is also a director of EFI Electronics, Inc. and Magellan Technology,
Inc. Mr. Romney received a Juris Doctorate and a Master of Business
Administration degree from Brigham Young University in 1982.
All directors serve until their successors are elected and have
qualified. The Company currently pays each outside director $650 per month
for services provided as a director. Inside directors receive no additional
compensation for serving on the Board. Officers are elected to serve, subject
to the discretion of the Board, until their successors are appointed.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has three committees, the Executive, Audit, and
Compensation Committees. The Executive Committee is composed of Mr. Russell
D. Gentner and has one vacancy. The Audit Committee is currently composed of
Mr. Brad R. Baldwin, Mr. Edward Dallin Bagley, and Mr. K. Bradford Romney.
The Compensation Committee is currently composed of Mr. Brad R. Baldwin, Mr.
Edward Dallin Bagley, and Mr. Dwight H. Egan. The Executive Committee
exercises all the powers and authority of the Board of Directors in the
management of the business and affairs of the Company except those which by
statute, Certificate of Incorporation or By-laws are reserved to the Board of
Directors. The Audit Committee is authorized to review proposals of the
Company's auditors regarding annual audits, recommend the engagement or
discharge of the Company's auditors, review recommendations of such auditors
concerning accounting principles and the adequacy of internal controls and
accounting procedures and practices, to review the scope of the annual audit,
to approve or disapprove each professional service or type of service other
than standard auditing services to be provided by the auditors, and to review
and discuss the audited financial statements with the auditors. The
Compensation Committee makes recommendations to the Board of Directors
regarding remuneration of the executive officers and directors of the Company
and administers the 1990 Incentive Plan for directors, officers, and key
employees.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held 11 meetings during the last fiscal year.
The Executive Committee held no formal meetings during the last fiscal year.
The Audit Committee held one meeting during the last fiscal year. The
Compensation Committee held two meetings during the last fiscal year.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
During fiscal year 1995, Edward N. Bagley filed a Form 4 relating to a
single transaction that occurred in 1993, and Keldon A. Paxman and Edward D.
Bagley each filed a Form 3 on dates beyond the due dates.
Item 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the compensation of the Chief Executive
Officer of the Company and the other most highly compensated executive
officers of the Company for each of the Company's last three fiscal years
whose total salary and bonus for the year ended June 30, 1995 exceeded
$100,000, for services rendered in all capacities to the Company during such
fiscal years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Position Year Salary Bonus Compensation
- ------------------- ------- --------- -------- -------------
Russell D. Gentner Fiscal
Chairman, CEO 94-95 $150,000 $15,000 None
President Fiscal
93-94 $150,000 $15,000 None
Fiscal
92-93 $150,000 $35,000 None
William H. Gillman Fiscal
Vice-President of 94-95 $100,000 None None
Operations
Fiscal
93-94 $ 12,827 None None
Fiscal
92-93 -- -- --
Long Term Compensation
Restricted All Other
Stock Options LTIP Compen-
Name and Position Year Awards /SARS Payouts sation*
- ------------------ ------ ---------- ------- -------- -----------
Russell D. Gentner Fiscal
Chairman 94-95 None None None $890
CEO
President Fiscal
93-94 None None None $890
Fiscal
92-93 None 100,000 None $890
William H. Gillman Fiscal
Vice-President of 94-95 None None None $538
Operations
Fiscal
93-94 None None None None
Fiscal
92-93 -- -- -- --
* These amounts reflect the Company's contributions to the deferred
compensation plan (401(k) plan).
STOCK OPTIONS/SARS
The following table sets forth the stock option and SAR grants to the
named executive officers in the last fiscal year:
OPTION/SAR GRANTS IN FISCAL YEAR ENDED JUNE 30, 1995
(INDIVIDUAL GRANTS)
Percent of
total options/
SARs granted Exercise or Expir-
Options/SARs to employees base price ation
Name and Position Granted (#) in fiscal year ($/share) Date
- ----------------- ------------- --------------- ------------ -------
Russell D. Gentner 0 -- -- --
Chairman
CEO
President
William H. Gillman 0 -- -- --
Vice President
of Operations
AGGREGATED STOCK OPTION/SAR EXERCISES
The following table sets forth the aggregated stock options and SARs exercised
by the named executive officers in the last fiscal year and the year-end value
of unexercised options and SARs:
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED JUNE 30, 1995
AND FISCAL YEAR-END OPTION/SAR VALUES
Value of
Number of unexercised
Shares unexercised in-the-money
acquired on options/SARs at options/SARs
excercise (#) Value FY-end (#) at FY-end ($)
exercisable/ realized exercisable/ exercisable/
Name and Position unexercisable ($) unexercisable unexercisable
- ----------------- --------------- --------- -------------- --------------
Russell D. Gentner 0 - - 90,000/40,000 $11,250/$5,000
Chairman
CEO
President
William H. Gillman 0 - - 17,500/7,500 $2,187/$938
Vice President of
Operations
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding ownership
of the Common Stock of the Company as of September 21, 1995 by (i) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Company, (ii) each director of the Company,
(iii) the Chief Executive Officer and each other executive officer of the
Company as of June 30, 1995 whose salary and bonus for the year ended June 30,
1995 exceeded $100,000, and (iv) all executive officers and directors of the
Company as a group. Each person has sole investment and voting power with
respect to the shares indicated, subject to community property laws where
applicable, except as otherwise indicated below.
Amount of Percentage
Names of Beneficial Owners Beneficial Ownership of Class
- -------------------------- -------------------- ----------
Russell D. Gentner 686,128(1) 9.0%
Edward Dallin Bagley 411,207(2) 5.4%
William H. Gillman 180,119(3) 2.4%
Brad R. Baldwin 79,166(4) 1.0%
Edward N. Bagley 269,833(5) 3.5%
Dwight H. Egan 5,000(6) 0.1%
K. Bradford Romney, Jr. 5,000(6) 0.1%
Directors and Executive Officers
as a Group (9 persons) 1,654,453(1)(2)(3)(4)(5)(6)(7) 21.6%
(1) Includes: 595,928 shares owned directly; options to purchase 90,000
shares that are exercisable within 60 days; and 200 shares owned by Mr.
Gentner's wife. Excludes: options to purchase 40,000 shares that are not
exercisable within 60 days.
(2) Includes: 306,157 shares owned directly; 100,000 shares owned by a
corporation controlled by Mr. Bagley; 50 shares owned by Mr. Bagley's wife as
custodian for one of Mr. Bagley's daughters; and options to purchase 5,000
shares that are exercisable within 60 days. Excludes: 50 shares owned by
another of Mr. Bagley's daughters; shares owned by the Bagley Family Revocable
Trust, all of which Mr. Bagley disclaims beneficial ownership; and options to
purchase 25,000 shares that are not exercisable within 60 days.
(3) Includes: 162,619 shares owned directly and options to purchase 17,500
shares that are exercisable within 60 days. Excludes: options to purchase
17,500 shares that are not exercisable within 60 days.
(4) Includes: 54,666 shares owned directly; options to purchase 17,500
shares that are exercisable within 60 days; 5,000 shares owned by Mr.
Baldwin's wife; and warrants to purchase 2,000 shares that are currently
exercisable. Excludes: options to purchase 17,500 shares that are not
exercisable within 60 days.
(5) Includes: 257,333 shares owned by the Bagley Family Revocable Trust, of
which Mr. Bagley is a co-trustee with his wife; and options to purchase 12,500
shares that are exercisable within 60 days. Excludes: shares held or
controlled by Mr. Bagley's son (Edward Dallin Bagley) and granddaughters as
described in footnote 2 above, all of which Mr. Edward N. Bagley disclaims
beneficial ownership; and options to purchase 17,500 shares that are not
exercisable within 60 days.
(6) Includes: options to acquire 5,000 shares that are exercisable within 60
days. Excludes: options to acquire 25,000 shares that are not exercisable
within 60 days.
(7) Includes: 1,000 shares owned directly and options to acquire 17,000
shares by two other officers that are exercisable within 60 days. Excludes:
options to acquire 23,000 shares by those officers that are not exercisable
within 60 days.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gentner Research Ltd. ("GRL"), is a related limited partnership, formed
in August 1985, in which the Company is the general partner and Russell
Gentner, Edward Dallin Bagley and, among other unrelated parties, certain
members of their families, are the limited partners. In 1987 and 1988, GRL
sold to the Company proprietary interests in the VRC-1000 (now VRC-2000),
VRC-1000 Modem (now VRC-2000), and Digital Hybrid in exchange for royalty
payments. Royalty expense with GRL for the years ending June 30, 1995 and
1994 was $17,900 and $21,300 respectively. The following directors and/or
executive officers and members of their immediate families have purchased the
following interests in GRL:
Russell D. Gentner (Pres/CEO/Director) . . . . . . . . . . . 5.21%
Edward Dallin Bagley (Director). . . . . . . . . . . . . . . 10.42%
Edward N. Bagley (Director). . . . . . . . . . . . . . . . . 5.21%
Hyrum S. Gentner (father of Russell Gentner) . . . . . . . . 5.21%
Robert O. Baldwin (father of Brad Baldwin) . . . . . . . . . 10.42%
The Company has also begun formation of a second related limited
partnership, Gentner Research II, Ltd. ("GR2L"), also in which it will act as
general partner. Once new products have been developed, the Company intends
to enter into royalty agreements similar to those entered into with GRL. At
June 30, 1995, GR2L owed the Company $27,970 in start-up and other incidental
expenses. GR2L has received approximately $100,000 in investment capital as
part of an on-going offering. Based on this amount, the following directors
and/or executive officers and members of their immediate families have thus
far purchased the following interests in GR2L:
William H. Gillman (Vice President). . . . . . . . . . . . . 5.44%
Brad R. Baldwin (Director) . . . . . . . . . . . . . . . . . 5.44%
Robert O. Baldwin (father of Brad Baldwin) . . . . . . . . . 16.32%
Hyrum S. Gentner (father of Russell Gentner) . . . . . . . . 5.44%
On June 30, 1995, the Company issued 117,000 shares of the Company's
common stock to four related parties in a private stock issuance. Two of the
investors were directors, Edward Dallin Bagley and Brad R. Baldwin, the third
was the son of Edward Dallin Bagley, and the fourth was a family trust of
another director, Edward N. Bagley. The shares were sold at $0.625 per share,
for a total offering of $73,125. The price represented the fair market value
for such restricted stock. The funds were used to pay down a line of credit.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-B.
The following exhibits are hereby incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1989.
The exhibit numbers shown are those in the 1989 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
3.1 Articles of Incorporation and all amendments thereto through
March 1, 1988.
10.4 VRC-1000 Purchase Agreement between Gentner Engineering
Company, Inc. (a former subsidiary of the Company which was
merged into the Company) and Gentner Research Ltd., dated
January 1, 1987.
10.6 Commercial Lease between the Company and Dell S. Nichols,
dated January 15, 1988.
10.8 Form of Split-Dollar Insurance Agreement.
The following exhibit is hereby incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1990.
The exhibit number shown is the one in the 1990 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
10.1 Dealer Agreement between the Company and Allied Broadcast
Equipment, dated January 19, 1990.
The following exhibits are hereby incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1991.
The exhibit numbers shown are those in the 1991 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
3.1 Amendment to Articles of Incorporation, dated July 1, 1991.
10.1 Internal Modem Purchase Agreement between Gentner Engineering
Company, Inc. and Gentner Research, Ltd., dated October 12, 1987.
10.2 Digital Hybrid Purchase Agreement between Gentner Engineering,
Inc. and Gentner Research, Ltd., dated September 8, 1988.
The following exhibits are hereby incorporated by reference from the
Company's Form 10-K for the fiscal year ended June 30, 1992. The exhibit
numbers shown are those in the 1992 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
10.1 Revolving Credit Agreement with West One Bank, dated December 5,
1991.
10.2 Asset Purchase Agreement with MacroMedia, Inc., dated March 16,
1992.
The following documents are hereby incorporated by reference from the
Company's Form 10-KSB for the fiscal year ended June 30, 1993. The exhibit
numbers shown are those in the 1993 Form 10-KSB as originally filed.
EXHIBIT
NUMBER DESCRIPTION
3 Bylaws, as amended on August 24, 1993.
10.1 1990 Incentive Plan, as amended on June 30, 1993.
The following documents are hereby incorporated by reference from the
Company's Form 10-KSB for the fiscal year ended June 30, 1994. The exhibit
numbers shown are those in the 1994 Form 10-KSB as originally filed.
EXHIBIT
NUMBER DESCRIPTION
10.1 Business Loan Agreement, as amended, and Promissory Note with West
One Bank, dated October 29, 1993.
The following documents are filed as exhibits to this Form 10-KSB/A.
EXHIBIT
NUMBER DESCRIPTION
11 Statement re Computation of Per Share Earnings
23 Consent of Independent Auditors
REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the latest fiscal
quarter.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GENTNER COMMUNICATIONS CORPORATION
February 21, 1996 By: /s/ Russell D. Gentner
-----------------------------
Russell D. Gentner
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities and on
the dates indicated.
Signature Title Date
/s/ Russell D. Gentner Director, Chairman of the February 21, 1996
- ------------------------ Board of Directors, and
Russell D. Gentner Chief Executive Officer
(Principal Executive Officer)
/s/ David L. Harmon Chief Financial Officer February 21, 1996
- ------------------------ (Principal Financial and
David L. Harmon Accounting Officer)
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints each of Russell D. Gentner and David L. Harmon,
jointly and severally, his true and lawful attorney in fact and agent, with
full power of substitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this report on Form
10-KSB and to file the same, with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, hereby
ratifying and confirming all that each said attorney in fact or his substitute
or substitutes may do or cause to be done by virtue hereof.
Signature Title Date
/s/ Edward Dallin Bagley
- ---------------------------- Director February 21, 1996
Edward Dallin Bagley
/s/ Brad R. Baldwin
- ---------------------------- Director February 21, 1996
Brad R. Baldwin
/s/ Edward N. Bagley
- ---------------------------- Director February 21, 1996
Edward N. Bagley
/s/ K. Bradford Romney
- ---------------------------- Director February 21, 1996
K. Bradford Romney
/s/ Dwight H. Egan
- ---------------------------- Director February 21, 1996
Dwight H. Egan
GENTNER COMMUNICATIONS CORPORATION COMPUTATION OF PER SHARE EARNINGS (LOSS) YEARS ENDED JUNE 30, --------------------------------------- Primary: 1995 1994 1993 ----------- ------------ ------------ Earnings (loss): Net income (loss) . . . . . . . $ (116,063) $(1,258,986) $ 22,746 Assumed interest expense reduction on retirement of acquirable long-term liabilities . . . . . . . . - 27,314 - Assumed interest income increase on purchase of investments . . . . . . . . . - 65,251 - ----------- ------------ ------------ Adjusted net income (loss). $ (116,063) $(1,166,421) $ 22,746 =========== ============ ============ Shares: Weighted average number of common shares outstanding . . 7,338,697 7,330,488 7,313,900 Assumed exercise of weighted average number of options and warrants outstanding. . . - 2,044,750 - Assumed repurchase of common shares. . . . . . . . . . . . - (732,814) - ---------- ----------- ------------ Adjusted weighted average number of common shares outstanding . . . 7,338,697 8,642,424 7,313,900 =========== ============ ============ Primary Earnings (Loss) Per Share . . . . . . . . . . $ (0.02) $ (0.13) $ - =========== =========== ============ Fully Diluted: Earnings (loss): Net income (loss) . . . . . . . $ (116,063) $(1,258,986) $ 22,746 Assumed interest expense reduction on retirement of acquirable long-term liabilities . . . . . . . . . - 47,581 51,183 Assumed interest income increase on purchase of investments . . . . . . . . . - 102,283 63,974 ----------- ------------ ------------ Adjusted net income (loss) $ (116,063) $(1,109,122) $ 137,903 =========== ============ ============ Shares: Weighted average number of common shares outstanding . . 7,338,697 7,330,488 7,313,900 Assumed exercise of weighted average number of options and warrants outstanding. . . - 4,062,403 3,486,786 Assumed repurchase of common shares. . . . . . . . . . . . - (1,466,652) (1,462,780) ----------- ------------ ------------ Adjusted weighted average number of common shares outstanding. . . 7,338,697 9,926,239 9,337,906 =========== ============ =========== Fully Diluted Earnings (Loss) Per share . . . . . . . . . . $ (0.02) $ (0.11) $ 0.01 ========== ============ ============
EXHIBIT 24[Ernst & Young letterhead] CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-65848) pertaining to the 1990 Incentive Plan of Gentner Communications Corporation of our report dated August 4, 1995, with respect to the financial statements of Gentner Communications Corporation included in the Annual Report (Form 10-KSB/A) for the year ended June 30, 1995. We also consent to the use of our report dated August 4, 1995, included in the Annual Report of Form 10-KSB of Gentner Communications Corporation for the year ended June 30, 1995, with respect to the financial statements, as amended, included in the Form 10-KSB/A ERNST & YOUNG /s/ Salt Lake City, Utah February 21, 1996