-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KFoV9/SjXFdVMQUykeXAl6xswykhznkUfQIoFHoUdyYswccJF0CMzZrGKdJnoGFa roJPXrCZgWGufHEbqxBrNA== 0000950007-95-000109.txt : 20030213 0000950007-95-000109.hdr.sgml : 20030213 19950804145555 ACCESSION NUMBER: 0000950007-95-000109 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950804 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER TELEPHONE CORP CENTRAL INDEX KEY: 0000764841 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 042731202 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13627 FILM NUMBER: 95559064 BUSINESS ADDRESS: STREET 1: 360 SECOND AVE CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6174668080 MAIL ADDRESS: STREET 1: 360 SECOND AVENUE CITY: WALTHAM STATE: MA ZIP: 02154 10-Q 1 COMPUTER TELEPHONE CORP. Form 10-C Securities and Exchange Commission Washington, DC 20549 Report by issuer of securities quoted on The Nasdaq Stock Market, filed pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or 15d-17 thereunder. EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER: Computer Telephone Corp. ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 360 Second Ave., Waltham MA 02171 ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE:) (617) 466-8080 I. Change in Number of Shares Outstanding Indicate any change (increase or decrease of five percent or more in the number of shares outstanding: 1. Title of Security Class I Common Stock 2. Number of shares outstanding before the change 3,119,483 3. Number of shares outstanding after the change 5,377,092 (includes 465,245 shares attributable to unexercised stock options. 4. Effective Date of change July 25, 1995 5. Method of change Specify method (such as merger, acquisition exchange distribution, stock split, reverse split, acquisition of stock for treasury, etc.) Stock split Give brief description of transaction Three for two common stock split in which one share of Class I Common Stock will be issued for every two shares owned on the record date July 25, 1995) II. Change in Name of Issuer 1. Name prior to change 2. Name after change 3. Effective date of charter amendment changing name 4. Date of shareholder approval of change, if required July 14, 1995 /s/ John D. Pittenger, Treasurer - - -------------------------------------------------------------------------------- DATE OFFICER'S SIGNATURE AND TITLE Return to: The NASDAQ Stock Market Attn: 10C Form 80 Merritt Boulevard Trumbull, CT 06611 (203) 375-9609 (C) October 1993, The Nasdaq Stock Market, Inc. All rights reserved. NASD and Nasdaq are registered service marks of the National Association of Securities Dealers, Inc. (NASD). The Nasdaq Stock Market is a service mark of NASD. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For Quarter ended June 30, 1995. Commission File Number 0-13627. COMPUTER TELEPHONE CORP. (Exact name of registrant as specified in its charter) Massachusetts 04-2731202 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 360 Second Avenue, Waltham, Massachusetts 02154 (Address of principal executive offices) (Zip Code) (617) 466-8080 (Registrant's telephone number including area code) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 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. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Issuer's classes of Common Stock, as of the latest practicable date: As of July 26, 1995, 4,681,662 shares of Class I, $.01 par value, Common Stock were outstanding. COMPUTER TELEPHONE CORP. FORM 10-Q INDEX Part I FINANCIAL STATEMENTS PAGE NO. Item 1. Financial Statements Condensed Balance Sheets as of June 30 and March 31, 1995 3 Condensed Statements of Income Three Months Ended June 30, 1995 and 1994 4 Condensed Statements of Cash Flows Three Months Ended June 30, 1995 and 1994 5 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-8 Part II OTHER INFORMATION Item 1. Legal Proceedings Inapplicable Item 2. Changes in Securities Inapplicable Item 3. Default Upon Senior Securities Inapplicable Item 4. Submission of Matters to a Vote of Security Holders Inapplicable Item 5. Other Information Inapplicable Item 6. Exhibits and Reports on Form 8-K The following exhibit is included herein: (11) Statements Regarding Computation of Per Share Earnings Three Months ended June 30, 1995 and 1994 9 The Company did not file any reports on Form 8-K during the three months ended June 30, 1995. 2 COMPUTER TELEPHONE CORP CONDENSED BALANCE SHEETS
June 30, March 31, 1995 1995 -------- --------- ASSETS Current Assets Cash and cash equivalents $ 2,336,243 $ 2,390,546 Accounts receivable, net 4,610,698 3,639,220 Inventories 32,087 36,512 Prepaid expenses and other current assets 411,115 353,381 ------------- -------------- Total Current Assets 7,390,143 6,419,659 Furniture, Fixtures and Equipment 5,386,903 5,287,289 Less accumulated depreciation (4,300,417) (4,162,417) ------------- -------------- Total Equipment 1,086,486 1,124,872 Deferred tax asset 153,000 153,000 Other Assets 27,085 28,285 ------------- -------------- Total Assets $ 8,656,714 $ 7,725,816 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued expenses $ 390,481 $ 456,094 Accrued salaries and related taxes 1,773,457 1,445,937 Accrued income taxes 265,519 281,569 Deferred revenue 0 4,209 Customer deposits 12,412 12,412 ------------- -------------- Total Current Liabilities 2,441,869 2,200,221 Stockholders' Equity Common stock 31,244 31,244 Additional paid in capital 4,871,302 4,871,302 Retained-earnings 1,485,984 796,734 ------------- -------------- 6,388,530 5,699,280 Amounts due from stockholders (159,825) (159,825) Less treasury stock, at cost (13,860) (13,860) ------------- -------------- Total Stockholders' Equity 6,214,845 5,525,595 ------------- -------------- Total Liabilities and Stockholders' Equity $ 8,656,714 $ 7,725,816 ============= ==============
The accompanying notes are an integral part of these financial statements. 3 COMPUTER TELEPHONE CORP CONDENSED STATEMENTS OF INCOME
Three Months Ended June 30, June 30, 1995 1994 -------- ------- Revenue Network service commission income $ 5,667,426 $ 3,872,239 Long distance usage income 1,048,576 546,466 ------------- -------------- 6,716,002 4,418,705 Costs and expenses Cost of long distance network 827,844 449,300 Selling, general and administrative expenses 4,767,574 3,774,387 ------------- -------------- 5,595,418 4,223,687 ------------- -------------- Income from operations 1,120,584 195,018 Other Interest income 32,024 19,496 Interest expense 0 (2,035) Other (8) 2,621 ------------- -------------- 32,016 20,082 ------------- -------------- Income before income taxes 1,152,600 215,100 Provision for income taxes 463,350 78,500 ------------- -------------- Net income $ 689,250 $ 136,600 ============= ============== Net income per common share Primary $ 0.20 $ 0.05 ============= ============= Fully diluted $ 0.20 $ 0.05 ============= ============== Weighted average number of common shares Primary 3,423,320 2,742,591 ============= ============== Fully diluted 3,448,213 2,761,025 ============= ==============
4 COMPUTER TELEPHONE CORP CONDENSED STATEMENT OF CASH FLOWS
Three Months Ended June 30, June 30, 1995 1994 -------- ------- OPERATING ACTIVITIES Net Income $ 689,250 $ 136,600 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 138,000 150,000 Changes in noncash working capital items: Accounts receivable (971,478) (198,471) Inventories 4,425 957 Other current assets (57,734) (7,966) Income tax receivable 0 50,000 Other assets 1,200 0 Accounts payable (65,613) (98,787) Accrued liabilities 327,520 91,250 Deferred revenue (4,209) (6,744) Accrued taxes (16,050) (17,260) ------------- -------------- Net cash provided by operating activities 45,311 99,579 INVESTING ACTIVITIES Additions to equipment (99,614) (360,769) ------------- -------------- Net cash used in investing activities (99,614) (360,769) FINANCING ACTIVITIES Repayment of capital lease obligations 0 (3,570) ------------- -------------- Net cash used by financing activities 0 (3,570) Decrease in cash (54,303) (264,760) Cash at beginning of year 2,390,546 1,238,811 ------------- -------------- Cash and cash equivalents at end of period $ 32,336,243 $ 974,051 ============= =============
5 COMPUTER TELEPHONE CORP. NOTES TO FINANCIAL STATEMENTS NOTE 1: BASIS OF PRESENTATION The accompanying condensed financial statements have been prepared in accordance with the instructions to form 10-Q and do not include all the information and footnote disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months ended June 30, 1995 are not necessarily indicative of the results that may be expected for the year ending March 31, 1996. These statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report to Shareholders on Form 10-K for the year ended March 31, 1995. NOTE 2: CASH DIVIDENDS The Company has not paid cash dividends during the period presented. NOTE 3: COMMITMENTS AND CONTINGENCIES The Company is party to suits arising in the normal course of business which either individually or in the aggregate are not material. NOTE 4. COMMON STOCK TRANSACTIONS SUBSEQUENT TO MARCH 31, 1995 On July 5, 1995, the Computer Telephone Corp. Employee Stock Purchase Plan purchased 2,337 shares of Class 1 Common Stock from the Company at $9.775 for the purchase period ended June 30, 1995. On July 13,1995, the Board of Directors approved a 3-for-2 Stock Split payable to shareholders of Record on July 25, 1995. A total of 1,560,554 shares of common stock were issued in connection with the split. Through July 25, 1995, 2,534 shares of Class 1 Common Stock were issued as a result of employees exercising outstanding stock options. NOTE 5. NET INCOME (LOSS) PER SHARE Net income per share is computed based on the weighted average number of common stock and, if dilutive, common stock equivalent shares outstanding during the period. Common stock shares result from the assumed exercise of common stock options using the treasury stock method. Net loss per share is computed based on the weighted average number of common stock shares outstanding. 6 Part I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the Financial Statements and Notes set forth elsewhere in this Report. Results of Operations - Three months ended June 30, 1995 as compared to the three months ended June 30, 1994. Total revenues for the first quarter of Fiscal 1996 increased 52% to approximately $6,716,000 as compared to approximately $4,418,000 for the same period of the preceding year (Fiscal 1995). Network service commission income, which represents fees earned by the Company in its capacity as an agent for various local and long distance telephone companies, increased 46% to approximately $5,667,000 as compared to approximately $3,872,000 for the first quarter of Fiscal 1995. Long distance usage income, which represents the gross billings to mid-sized commercial accounts on the Company's long distance network, increased 92% to approximately $1,049,000 as compared to approximately $546,000 for the same period of the preceding year. The increase in revenues is primarily attributable to a growing base of business in the Northeast, where the Company is paid a residual fee to actively manage a substantial group of customers on behalf of NYNEX- New England, NYNEX- New York, and Southern New England Telephone. The Company added account executives to secure additional customers under these programs, and continued to leverage these relationships by adding collateral products, such as prepaid debit cards, conference calling, and broadcast faxing, in addition to our long distance products. Selling, general, and administrative expenses increased approximately 26% to $4,768,000 for the first quarter of Fiscal 1996 as compared to $3,774,000 for the first quarter of Fiscal 1995. This increase is attributable to the increase in variable sales commission and bonus expenses incurred in connection with the substantial increase in revenues. As a percentage of revenues, these expenses were approximately 71% for Fiscal 1996, as compared to approximately 85% for Fiscal 1995, reflecting continuing efforts by the Company to control operating expenses. Operating income for the first quarter of Fiscal 1996 increased to approximately $1,121,000, as compared to approximately $195,000 for the same period of Fiscal 1995. Net income for the quarter increased to approximately $689,000, as compared to approximately $137,000. The Company will utilize an effective tax rate of approximately 40% for Fiscal 1996. The period ended June 30, 1995 marks the eighth consecutive quarter of profits for the Company. Management believes that its strategy of building long term relationships and leveraging customer opportunities, combined with continuing efforts to control costs, should result in a continuation of this trend throughout Fiscal 1996. 7 Liquidity and Capital Resources Working capital at June 30, 1995 amounted to approximately $4,948,000, as compared to $4,219,000 at March 31, 1995, an increase of 17%. Cash balances at June 30, 1995 totaled approximately $2,336,000. On April 28, 1995, the Company amended its revolving line of credit agreement with Fleet Bank, which is available under certain conditions, to provide for an increase in the credit line to $3,000,000 from $1,000,000 and to reduce the interest rate to the prime rate from prime plus one-half percent. In addition, the Company entered into an agreement with Fleet Bank which provides up to $500,000 of term financing for capital expenditures at the prime rate of interest plus one percent. The Company presently has no bank debt and expects that the revolving credit line, together with cash flows from operations, will be sufficient to meet the cash requirements of the Company for the foreseeable future. 8 EX-11. 2 STATEMENTS OF PER SHARE EARNINGS Exhibit 11 COMPUTER TELEPHONE CORP STATEMENTS REGARDING COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS EXCEPT FOR PER SHARE DATA)
THREE MONTHS ENDED June 30, June 30, 1995 1994 -------- -------- PRIMARY Average shares outstanding 3,116 2,499 Net effect of stock options, if dilutive, based on the treasury stock method using the average market price 307 244 ------------- ------------- Total 3,423 2,743 Net income $ 689 $ 137 ------------- ------------- Net income p $ 0.20 $ 0.05 ------------- ------------- FULLY DILUTED Average shares outstanding 3,116 2,499 Net effect of stock options, if dilutive, based on the treasury stock method using the period-end market price 332 263 ------------ ------------ Total 3,448 2,762 Net income $ 689 $ 137 ------------- ------------- Net income per share $ 0.20 $ 0.05 ------------- -------------
9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized. COMPUTER TELEPHONE CORP. Date: July 28, 1995 /S/ ROBERT FABBRICATORE -------------------------- --------------------------- Robert Fabbricatore Chairman and President Date: July 28, 1995 /S/ JOHN D. PITTENGER -------------------------- --------------------------- John D. Pittenger Treasurer 10 -----END PRIVACY-ENHANCED MESSAGE-----