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.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19437 11-2962080
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
20 East Sunrise Highway, Valley Stream, New York 11581
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 887-0700
Not Applicable
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(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
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
======= ======= ======= =======
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
======= ======= ======= =======