UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1997
------------------
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number: 0-17219
-------
GENTNER COMMUNICATIONS CORPORATION
----------------------------------
(Exact name of registrant as specified in its charter)
Utah 87-0398877
- ------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Page 1
1825 Research Way, Salt Lake City, Utah 84119
- ---------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 975-7200
--------------
- -------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class of Common Stock November 12, 1997
--------------------- ----------------
$0.001 par value 7,676,203 shares
Transitional Small Business Disclosure Format (check one)
Yes No X
--- ---
Page 2
GENTNER COMMUNICATIONS CORPORATION
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements Balance Sheets
September 30, 1997 (unaudited) and June 30, 1997 . . . . . . . 4
Statements of Operations
Three Months Ended September 30, 1997 and 1996 (unaudited) . . 6
Condensed Statements of Cash Flows
Three Months Ended September 30, 1997 and 1996 (unaudited) . . 7
Notes to Financial Statements . . . . . . . . . . . . . . . . 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . .10
PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .12
Page 3
GENTNER COMMUNICATIONS CORPORATION
BALANCE SHEETS
(Unaudited)
September 30, June 30,
1997 1997
---- ----
ASSETS
Current assets:
Cash and cash equivalents . . . . . . $ 7,087 $ 63,992
Accounts receivable . . . . . . . . . 1,945,645 1,682,254
Refundable income taxes . . . . . . . - -
Inventory . . . . . . . . . . . . . . 2,693,098 2,668,761
Other current assets . . . . . . . . 131,585 136,177
---------- ----------
Total current assets . . . . . . . 4,777,415 4,551,184
Property and equipment, net . . . . . . 2,419,658 2,493,287
Related party note receivable . . . . . 136,776 139,000
Other assets, net . . . . . . . . . . . 141,522 152,383
---------- ----------
Total assets . . . . . . . . . . . $7,475,371 $7,335,854
========== ==========
Page 4
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable . . . . . . . . . . . . $ 767,037 $ 722,997
Accounts payable. . . . . . . . . . . 420,486 471,072
Accrued expenses . . . . . . . . . . 401,066 356,446
Current portion of long-term debt 263,920 257,164
Current portion of capital lease
obligations . . . . . . . . . . . . 251,831 254,951
---------- ----------
Total current liabilities. . . . . 2,104,340 2,062,630
Long-term debt . . . . . . . . . . . . 619,624 687,274
Capital lease obligations . . . . . . . 733,102 784,354
---------- ----------
Total liabilities . . . . . . . . 3,457,066 3,534,258
Shareholders' equity:
Common stock, 50,000,000 shares
authorized, par value $.001,
7,675,443 and 7,663,405 shares
issued and outstanding at
September 30, 1997 and
June 30, 1996 . . . . . . . . . . . 7,675 7,663
Additional paid-in capital . . . . . 4,432,000 4,423,482
Accumulated deficit . . . . . . . . . (421,370) (629,549)
---------- ----------
Total shareholders' equity . . . . 4,018,305 3,801,596
---------- ----------
Total liabilities and
shareholders' equity . . . . . $7,475,371 $7,335,854
========== ==========
See accompanying notes
Page 5
GENTNER COMMUNICATIONS CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
September 30,
1997 1996
---- ----
Net sales . . . . . . . . . . . . . . . $ 3,724,979 $ 2,940,205
Cost of goods sold . . . . . . . . . . 1,827,190 1,581,985
----------- -----------
Gross profit . . . . . . . . . . . . 1,897,789 1,358,220
Operating expenses:
Marketing and selling . . . . . . . . 736,780 777,172
General and administrative . . . . . 599,522 436,152
Product development . . . . . . . . . 296,489 237,574
----------- -----------
Total operating expenses . . . . . 1,632,791 1,450,898
Operating income (loss). . . . . . 264,998 (92,678)
Other income (expense):
Interest income . . . . . . . . . . . 3,717 -
Interest expense . . . . . . . . . . (64,554) (35,811)
Other, net . . . . . . . . . . . . . 4,018 111
----------- -----------
Total other income (expense) . . . (56,819) (35,700)
----------- -----------
Income (loss) before income taxes . . . 208,179 (128,378)
Provision for income taxes. . . . . . . - -
----------- -----------
Net income (loss). . . . . . . . . $ 208,179 $ (128,378)
=========== ===========
Net earnings (loss) per common share. . $ 0.03 $ (0.02)
=========== ===========
See accompanying notes
Page 6
GENTNER COMMUNICATIONS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
September 30,
1997 1996
---- ----
Cash flows from operating activities:
Cash received from customers. . . . . $ 3,451,258 $ 2,927,293
Cash paid to suppliers & employees. . (3,293,423) (2,578,655)
Interest received . . . . . . . . . . 3,717 -
Interest paid . . . . . . . . . . . . (67,947) (36,497)
Income taxes refunded (paid). . . . . (900) 19,900
----------- -----------
Net cash provided by operating
activities . . . . . . . . . . . 92,705 332,041
----------- -----------
Cash flows from investing activities:
Purchases of property & equipment . . (74,309) (124,480)
Increase in other assets. . . . . . . (1,061) (33,517)
----------- -----------
Net cash (used in) investing
activities . . . . . . . . . . . (75,370) (157,997)
----------- -----------
Page 7
Cash flows from financing activities:
Proceeds from issuance of
common stock. . . . . . . . . . . . 8,530 -
Net borrowings (repayments) under
line of credit . . . . . . . . . . 44,040 (52,092)
Principal payments of capital lease
obligations . . . . . . . . . . . . (65,916) (46,045)
Principal payments of long-term debt (60,894) (41,345)
----------- -----------
Net cash (used in) financing
activities . . . . . . . . . . . (74,240) (139,482)
----------- -----------
Net increase (decrease) in cash . . . . (56,905) 34,562
Cash at the beginning of the year . . . 63,992 213,763
----------- -----------
Cash at the end of the period . . . . . $ 7,087 $ 248,325
=========== ===========
Supplemental disclosure of cash flow information:
Property and equipment financed
by capital leases . . . . . . . . . $ 11,545 $ 293,701
=========== ===========
See accompanying notes
Page 8
GENTNER COMMUNICATIONS CORPORATION
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B.
Accordingly, certain information and footnote disclosures normally included in
complete financial statements have been condensed or omitted. These financial
statements should be read in conjunction with the financial statements and
footnotes thereto included in the Company's 1997 Annual Report and Form 10
KSB.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. The results of operations for interim periods are not necessarily
indicative of the results of operations to be expected for the full year.
2. Earnings (Loss) Per Common Share
Earnings (loss) per common share was calculated using the modified
treasury stock method. The weighted average number of common shares
outstanding was 7,666,409 and 7,662,375 respectively, for the three months
ended September 30, 1997 and 1996. Stock options and warrants to purchase
common stock have been excluded from the presented computation of per share
amounts inasmuch as the effects are either immaterial or antidilutive.
3. Inventory
Inventory is summarized as follows:
(Unaudited)
September 30, June 30,
1997 1997
------------- ------------
Raw Materials . . . . . . . . . . . $ 870,594 $ 897,481
Work in progress. . . . . . . . . . 840,609 648,712
Finished Goods. . . . . . . . . . . 981,895 1,122,568
------------- ------------
Total inventory . . . . . . $ 2,693,098 $ 2,668,761
============= ============
Page 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Sales for the three months ended September 30, 1997 increased 27%
compared to the same three-month period last year. This growth was made up of
a 66% increase in the Teleconferencing segment (including both product and
service), a 2% increase in the Broadcast segment and a 53% increase in the
Assisted Listening Systems (ALS) segment.
Sales in the Teleconferencing segment increased 66% comparing first
quarter of this fiscal year to the same quarter last year. Teleconferencing
product sales increased by 47% over the same period, led by strong sales of
the GT724 audioconferencing system. The Company began shipping this product
June 1996. The GT724 is used in many different teleconferencing applications,
particularly distance learning facilities and courtrooms. During the first
quarter, the Company's Teleconferencing Service experienced a 190% sales
growth over the same quarter of the last fiscal year. This increase in sales
is a result of the Company's continued expansion of its dedicated sales staff
to promote its conference calling service.
Broadcast sales increased 2% in the first quarter of this year as
compared to the first quarter of last year. During the quarter, the Company
received better than expected orders for its new digital telephone hybrid
line; however, the Company was unable to ship all of the backlog by the end of
the first quarter and expects to fill the backlog early in the second quarter.
In Remote Site Control, the Company saw GSC3000 sales increase significantly
when comparing first quarters of 1998 over 1997. The GSC3000 monitors and
adjusts the settings at one or more remote transmitter sites using one
networked system. Using the GSC3000 an engineer can manually adjust the
settings at the remote site via a personal computer.
Assistive Listening Systems continues to show steady sales growth. First
quarter ALS sales grew 53% compared to the corresponding period during the
last fiscal year. The Company's strong market presence, product quality and
overall value continue to drive strong customer demand and sales growth.
The Company's gross profit margin percentage was 51% for the first
quarter of this year, compared to 46% for the same quarter last year. The
increase is primarily due to a price increase effective July 1, 1997,
aggressive vendor discounts, new products with higher gross profit margins, a
different product mix and a critical focus on improving manufacturing
processes. The Company continues to be keenly focused on improving the gross
profit margin. However, the Company's conference calling service has a lower
gross profit margin, which, as it becomes a higher percentage of total sales,
could negatively impact the Company's overall gross profit margin.
Operating expenses for the quarter grew 13% when comparing first quarter
Page 10
of this fiscal year to the same quarter last year. The most significant
portion of the increase came in the General and Administrative area, which
grew 37% when comparing first quarter of 1998 against the first quarter of
1997. Additionally, the Company increased its product development expenses by
25% for the same time period.
First quarter General and Administrative expenses are up 37% compared to
the same period last year. This increase is primarily due to the Company's
move into its expanded facility in November 1996. The new square footage is
approximately double the space originally occupied by the Company, and as a
result, occupancy costs have increased significantly. Additionally, during
the first quarter of this fiscal year, the Company wrote off certain deferred
expenses associated with the Company's warrants that expired in September of
1997.
Product development expenses increased 25% in the first quarter of this
fiscal year compared to the first quarter of last year. This increase is
essentially due to hiring additional engineers and increased product
compliance testing.
Sales and Marketing first quarter expenses decreased 5% over the prior
year's first quarter. This decrease is primarily due to the Company's
insourcing its advertising development. Additionally, last year, the Company
was engaged in a national ad campaign for its conference calling service.
Interest expense for the quarter is up 80% compared to the same quarter
last year. This increase is due to increased debt balances. The Company's
facility expansion was financed through leases and notes that were established
in the third quarter of last fiscal year.
Financial Condition and Liquidity
The Company's current ratio increased from 2.20:1 on June 30, 1997 to
2.27:1 on September 30, 1997. This increase in current ratio was caused
primarily by increasing accounts receivable levels due to increased sales.
Also affecting the current ratio is a minor increase in inventory.
Offsetting these asset increases is an increase in accrued expenses since the
end of last fiscal year.
The Company has an outstanding line of credit of $2 Million. The
interest rate on the line is a variable interest rate (anywhere from three to
five basis points over the London Interbank Offered Rate (LIBOR)). As of
September 30, 1997 the outstanding balance was $767,000 and the interest rate
was 10.65%. The line of credit is due to expire in December of 1997, and the
Company expects the line to be renewed at that time.
The Company continues to experience improved operating cash flows.
Increasing sales, profitability, and a successful inventory management plan
have contributed to positive operating cash flows. As sales continue to
Page 11
increase, the Company expects to achieve its business plan through a
combination of internally generated funds and short-term or long-term
borrowings, if necessary.
Forward Looking Statements and Risk Factors
To the extent any statement presented herein deals with information that
is not historical, such statement is necessarily forward looking. As such, it
is subject to the occurrence of many events outside of the Company's control.
Please see a detailed list of the risk factors that are outlined in the
Company's 1997 Annual Report and Form 10-KSB.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibits Required by Item 601 of Regulation S-B
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, 1989. The
exhibit number shown as appeared in the 1989 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
3.1*+ Articles of Incorporation and all amendments thereto through March
1, 1998. (Page 10)
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, 1991. The
exhibit number shown as appeared in the 1991 Form 10-K as originally filed.
EXHIBIT
NUMBER DESCRIPTION
3.1*+ Amendment to Articles of Incorporation, dated July 1, 1991.
The following document is hereby incorporated by reference from the Company's
Form 10-KSB for the fiscal year ended June 30, 1993. The exhibit number shown
as appeared in the 1993 Form 10-KSB as originally filed.
Page 12
EXHIBIT
NUMBER DESCRIPTION
3*+ Bylaws, as amended on August 24, 1993. (Page 16)
The following document is filed as an Exhibit to this Form 10-QSB.
EXHIBIT
NUMBER DESCRIPTION
27 Financial Data Schedule
* Denotes exhibits specifically incorporated in this Form 10-KSB by
reference to other filings pursuant to the provisions of Rule 12B-32 under the
Securities Exchange Act of 1934.
+ Denotes exhibits specifically incorporated into this Form 10-KSB by
reference (and their page location in such filing), pursuant to Regulation S
B, Section 228. These documents are located under File No. 0-17219 and are
located at the Securities and Exchange Commission, Public Reference Branch,
450 5th St., N.W., Washington, DC 20549.
(b) Reports on Form 8-K
None
Page 13
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENTNER COMMUNICATIONS CORPORATION
/s/ Susie Strohm
-----------------------------------
Susie Strohm
Vice President, Finance
Date: November 12, 1997
Page 14
5
3-MOS
JUN-30-1997
SEP-30-1997
$7,087
0
$1,945,645
0
$2,693,098
$4,777,415
$2,419,658
0
$7,475,371
$2,104,340
0
0
0
$7,675
$4,010,630
$7,475,371
$3,724,979
$3,732,714
$1,827,190
$1,632,791
0
0
$64,554
$208,179
0
$208,179
0
0
0
$208,179
$.03
$.03
