-----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, FoKoLTB42DOh0nZUdP1wJHR1qq1/u5MW8Gfk8O9m5bYVmJIgvt/GPe4nmpDo5PxW Y0A4F0NO77jU5poA1m4JMA== 0000910680-04-001206.txt : 20041116 0000910680-04-001206.hdr.sgml : 20041116 20041116141925 ACCESSION NUMBER: 0000910680-04-001206 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041112 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR TECHNICAL SERVICES CO INC CENTRAL INDEX KEY: 0000876378 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112962080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19437 FILM NUMBER: 041149075 BUSINESS ADDRESS: STREET 1: 2815 SECOND AVENUE STREET 2: SUITE 100 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2064436400 MAIL ADDRESS: STREET 1: 2815 SECOND AVENUE STREET 2: SUITE 100 CITY: SEATTLE STATE: WA ZIP: 98121 8-K 1 f8k111204.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2004 CELLULAR TECHNICAL SERVICES COMPANY, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-19437 11-2962080 -------- ------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) 20 East Sunrise Highway, Valley Stream, New York 11581 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 887-0700 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. (a) On November 12, 2004, Cellular Technical Services Company, Inc. (the "Company") issued the press release (the "Original Release") attached to this Current Report on Form 8-K (the "Report") as Exhibit 99.1 reporting its financial results for the three and nine months ended September 30, 2004. In order to correct an error in the Original Release, on November 15, 2004, the Company issued the amended and restated press release attached to this Report as Exhibit 99.2. The information in this Report, including the exhibit, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release dated November 12, 2004 99.2 Press Release dated November 15, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 16, 2004 CELLULAR TECHNICAL SERVICES COMPANY, INC. By: /s/ Kenneth Block -------------------------------------------- Name: Kenneth Block Title: Chief Financial Officer and Secretary Exhibit Index Exhibit No. Description 99.1 Press Release dated November 12, 2004 99.2 Press Release dated November 15, 2004 EX-99 2 ex99_1-f8k111204.txt EX-99.1; PRESS RELEASE DATED NOVEMBER 12, 2004 Exhibit 99.1 FOR IMMEDIATE RELEASE Company Contact: Steve Katz Chairman and CEO (516) 887-0700 Cellular Technical Services Reports 2004 Third Quarter Results New York, Nov. 12, 2004 - Cellular Technical Services Company, Inc. (OTC Symbol: CTSC.OB) ("CTS"), today reported its third quarter financial results for 2004.
- ---------------------------- ---------------------- --------------------- -------------------- ------------------ (in 000's except per share Three Months Ended Three Months Ended Six Months Ended Six Months Ended amounts) June 30,2004 June 30,2003 June 30, 2004 June 30, 2003 - ---------------------------- ---------------------- --------------------- -------------------- ------------------ Revenue $-- $25 $-- $196 - ---------------------------- ---------------------- --------------------- -------------------- ------------------ Net Loss ($165) ($226) ($435) ($906) - ---------------------------- ---------------------- --------------------- -------------------- ------------------ Net Loss Per Share (basic ($0.07) ($0.10) ($0.18) ($0.40) and diluted) - ---------------------------- ---------------------- --------------------- -------------------- ------------------
CTS reported losses of $165,000 for the third quarter of 2004 and $435,000 for the first nine months of 2004. Both periods reflect no revenue and significant reductions in operating expenses all resulting from the closure of our ISIS phonecard operations and layoffs of personnel. The 2003 periods included recognition of the remaining revenue from our Isis phonecard subsidiary. Steve Katz, CTS Chairman and CEO noted, "At September 30, 2004 we had $2.2 million in cash and no debt. We are continuing to evaluate business alternatives including several investment opportunities. We have concluded the discovery period on our one outstanding litigation matter and expect some resolution during this year. We remain optimistic about the outcome; however, we are unable to assess the likelihood of a positive decision at this time. Our investment in KSI/TruePosition was written down to zero in late 2002. We have had recent discussions concerning this investment and believe that it may have some positive future value for CTS; however, at this time we are unable to determine how much or when. Today we have one part time employee remaining. For the remaining three months of 2004, we forecast incurring a total of approximately $75,000 in expenses, primarily costs of maintaining the business as a public entity and insurance." Special Note Regarding Forward-Looking Statements: This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results for CTS or its affiliates to differ materially from those expressed or implied in the applicable statements. These risks and uncertainties include but are not limited to: CTS' ability to acquire or develop future business operations; the uncertainty of its ability to gain acceptance of any new products or services, if such are acquired or developed; the competition for business opportunities and the ability of competitors who are larger or better financed than CTS to acquire such opportunities in lieu of CTS; vulnerability to specific factors such as technological obsolescence, limited customer base and manufacturing difficulties, all of which may be dependent upon the nature of any specific acquisition or development by CTS; dependence on key personnel; the availability of financing; and other risks described in CTS' filings with the Securities and Exchange Commission. ##### CELLULAR TECHNICAL SERVICES COMPANY, INC. SELECTED CONSOLIDATED BALANCE SHEET DATA (in 000'S) September 30, December 31, 2004 2003 -------------------------------- -------------- ------------- Cash $ 2,211 $ 2,651 -------------------------------- -------------- ------------- Accounts Receivable, net 0 4 11 -------------------------------- -------------- ------------- Total Assets 2,245 2,681 -------------------------------- -------------- ------------- Working Capital 2,115 2,499 -------------------------------- -------------- ------------- Stockholder's Equity 2,115 2,505 -------------------------------- -------------- ------------- CELLULAR TECHNICAL SERVICES COMPANY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in 000's, except per share amounts) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------- ------------------- 2004 2003 2004 2003 ------- ------- ------- ------- REVENUES Phonecards $ -- $ 25 $ -- $ 196 COSTS AND EXPENSES Cost of phonecards -- -- -- 217 Sales and marketing -- 1 -- 29 General and administrative 170 289 461 950 ------- ------- ------- ------- Total Costs and Expenses 170 290 461 1,196 ------- ------- ------- ------- LOSS FROM OPERATIONS (170) (265) (461) (1,000) OTHER INCOME, net (4) 24 3 43 INTEREST INCOME, net 9 14 23 50 ------- ------- ------- ------- LOSS BEFORE TAX (165) (227) (435) (907) PROVISION FOR INCOME TAX -- (1) -- (1) ------- ------- ------- ------- NET LOSS $ (165) $ (226) $ (435) $ (906) ======= ======= ======= ======= BASIC AND DILUTED SHARE DATA: Net Loss $ (0.07) $ (0.10) $ (0.18) $ (0.40) ======= ======= ======= ======= WEIGHTED AVERAGE SHARES OUTSTANDING: Basic and diluted 2,450 2,292 2,450 2,292 ======= ======= ======= ======= EX-99 3 ex99_2-f8k111204.txt EX-99.2; PRESS RELEASE DATED NOVEMBER 15, 2004 Exhibit 99.2 FOR IMMEDIATE RELEASE Company Contact: Steve Katz Chairman and CEO (516) 887-0700 Cellular Technical Services Reports 2004 Third Quarter Results New York, November 15, 2004 - Cellular Technical Services Company, Inc. (OTC Symbol: CTSC.OB) ("CTS"), today reported its third quarter financial results for 2004.
- ---------------------------- ---------------------- --------------------- -------------------- ------------------ (in 000's except per share Three Months Ended Three Months Ended Nine Months Ended Nine Months amounts) September 30,2004 September 30,2003 September 30, 2004 Ended September 30, 2003 - ---------------------------- ---------------------- --------------------- -------------------- ------------------ Revenue $-- $25 $-- $196 - ---------------------------- ---------------------- --------------------- -------------------- ------------------ Net Loss ($165) ($226) ($435) ($906) - ---------------------------- ---------------------- --------------------- -------------------- ------------------ Net Loss Per Share (basic ($0.07) ($0.10) ($0.18) ($0.40) and diluted) - ---------------------------- ---------------------- --------------------- -------------------- ------------------
CTS reported losses of $165,000 for the third quarter of 2004 and $435,000 for the first nine months of 2004. Both periods reflect no revenue and significant reductions in operating expenses all resulting from the closure of our ISIS phonecard operations and layoffs of personnel. The 2003 periods included recognition of the remaining revenue from our Isis phonecard subsidiary. Steve Katz, CTS Chairman and CEO noted, "At September 30, 2004 we had $2.2 million in cash and no debt. We are continuing to evaluate business alternatives including several investment opportunities. We have concluded the discovery period on our one outstanding litigation matter and expect some resolution during this year. We remain optimistic about the outcome; however, we are unable to assess the likelihood of a positive decision at this time. Our investment in KSI/TruePosition was written down to zero in late 2002. We have had recent discussions concerning this investment and believe that it may have some positive future value for CTS; however, at this time we are unable to determine how much or when. Today we have one part time employee remaining. For the remaining three months of 2004, we forecast incurring a total of approximately $75,000 in expenses, primarily costs of maintaining the business as a public entity and insurance." Special Note Regarding Forward-Looking Statements: This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results for CTS or its affiliates to differ materially from those expressed or implied in the applicable statements. These risks and uncertainties include but are not limited to: CTS' ability to acquire or develop future business operations; the uncertainty of its ability to gain acceptance of any new products or services, if such are acquired or developed; the competition for business opportunities and the ability of competitors who are larger or better financed than CTS to acquire such opportunities in lieu of CTS; vulnerability to specific factors such as technological obsolescence, limited customer base and manufacturing difficulties, all of which may be dependent upon the nature of any specific acquisition or development by CTS; dependence on key personnel; the availability of financing; and other risks described in CTS' filings with the Securities and Exchange Commission. ##### CELLULAR TECHNICAL SERVICES COMPANY, INC. SELECTED CONSOLIDATED BALANCE SHEET DATA (in 000'S) -------------------------------- ------------- -------------- September 30, December 31, 2004 2003 -------------------------------- ------------- -------------- Cash $ 2,211 $ 2,651 -------------------------------- ------------- -------------- Accounts Receivable, net 0 11 -------------------------------- ------------- -------------- Total Assets 2,245 2,681 -------------------------------- ------------- -------------- Working Capital 2,115 2,499 -------------------------------- ------------- -------------- Stockholder's Equity 2,115 2,505 -------------------------------- ------------- -------------- CELLULAR TECHNICAL SERVICES COMPANY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in 000's, except per share amounts) (unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------- ------------------- 2004 2003 2004 2003 ------- ------- ------- ------- REVENUES Phonecards $ -- $ 25 $ -- $ 196 COSTS AND EXPENSES Cost of phonecards -- -- -- 217 Sales and marketing -- 1 -- 29 General and administrative 170 289 461 950 ------- ------- ------- ------- Total Costs and Expenses 170 290 461 1,196 ------- ------- ------- ------- LOSS FROM OPERATIONS (170) (265) (461) (1,000) OTHER INCOME, net (4) 24 3 43 INTEREST INCOME, net 9 14 23 50 ------- ------- ------- ------- LOSS BEFORE TAX (165) (227) (435) (907) PROVISION FOR INCOME TAX -- (1) -- (1) ------- ------- ------- ------- NET LOSS $ (165) $ (226) $ (435) $ (906) ======= ======= ======= ======= BASIC AND DILUTED SHARE DATA: Net Loss $ (0.07) $ (0.10) $ (0.18) $ (0.40) ======= ======= ======= ======= WEIGHTED AVERAGE SHARES OUTSTANDING: Basic and diluted 2,450 2,292 2,450 2,292 ======= ======= ======= ======= -----END PRIVACY-ENHANCED MESSAGE-----