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) April 29, 2003
Zoom Technologies, Inc.
------------------------------------------------------------------
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-18672 51-0448969
------- ----------------------
(Commission File Number) (I.R.S. Employer Identification No.)
207 South Street, Boston, MA 02111
---------------------------------------- ---------------
(Address of Principal Executive Offices) (Zip Code)
(617) 423-1072
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 Press release dated April 29, 2003 of Zoom Technologies,
Inc. (the "Company") announcing its financial results for
the first quarter ended March 31, 2003.
Item 9. Regulation FD Disclosure (Information Furnished in this Item 9 is
Furnished Under Item 12).
On April 29, 2003, the Company issued a press release announcing its
financial results for the first quarter ended March 31, 2003. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein in
its entirety by reference.
Limitation on Incorporation by Reference. The information furnished in this
Item 9 (which is being furnished under Item 12) shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall such information
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.
Cautionary Note Regarding Forward-Looking Statements. Except for historical
information contained in the press release attached as an exhibit hereto, the
press release contains forward-looking statements which involve certain risks
and uncertainties that could cause actual results to differ materially from
those expressed or implied by these statements. Please refer to the cautionary
note in the press release regarding these forward-looking statements.
SIGNATURE
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: April 29, 2003 ZOOM TECHNOLOGIES, INC.
By: /s/ Robert A. Crist
--------------------------
Robert A. Crist, Chief
Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press release dated April 29, 2003 of Zoom Technologies,
Inc. (the "Company") announcing its financial results for
the first quarter ended March 31, 2003.
EXHIBIT 99.1
Zoom Technologies Reports Results for the First Quarter of 2003
---------------------------------------------------------------
Boston, April 29, 2003 -Zoom Technologies, Inc. (NASDAQ: ZOOM), a leading
manufacturer of modems and other data communication products, today reported net
sales of $7.5 million for its first quarter ending March 31, 2003, down 16.0%
from the first quarter of 2002.
Zoom reported a net loss of $0.8 million or $.11 per share for the first
quarter of 2003, a significant improvement over the net loss of $3.5 million, or
$.44 per share, a year earlier.
The first quarter of 2003 had higher gross profit and lower operating
expenses than the first quarter of 2002. Gross profit increased from $1.8
million, or 19.9% of revenue, in the first quarter of 2002 to $2.1 million, or
28.5% of revenue, in the first quarter of 2003, as Zoom continued to drive down
its cost of goods. Operating expenses decreased from $3.6 million, or 39.7% of
revenue, in the first quarter of 2002, to $3.1 million, or 40.7% of revenue, in
the first quarter of 2003.
Zoom's cash balance on March 31, 2003 was $7.7 million, up $0.1 million
from December 31, 2002. On March 31, 2003 Zoom had a current ratio of 5.8 and
stockholders' equity of $12.6 million.
"The quarter's revenue decline from a year earlier was primarily due to
dial-up modems, as unit volume came down 8% and average selling prices came down
6%," said Frank Manning, Zoom's President and CEO. "Zoom is one of the strongest
producers of dial-up modems, but this has been a declining market. However, we
expect the dial-up modem market to benefit from the rollout of V.92 and the
excitement over Web acceleration services. We also expect that the continuing
consolidation in this industry will help Zoom. In the broadband modem category,
our worldwide revenue more than doubled in only a year; and we are particularly
encouraged by our ADSL progress in Europe in cooperation with leading retailers
and Internet Service Providers. Our broadband business is also growing in the
US, despite the fact that the vast majority of broadband modems are provided by
the telephone or cable service provider instead of being purchased at retail.
Our cable modems have sold well at retail in Cox Communications service areas,
for instance, because Cox offers an attractive monthly discount if you purchase
your cable modem instead of asking Cox to supply it. We'd like to see more cable
service providers offer a similar value proposition to their customers. For
ADSL, we hope that we can establish a successful retail channel model in Europe
that can over time be brought to the US. In the meantime, Zoom will continue to
provide great Internet access products, backed by strong distribution channels
and customer support."
Zoom has scheduled a Q1 2003 earnings conference call for Tuesday, April 29th at
5:00 p.m. Eastern Time. You may access the conference call by dialing (800)
915-4836 for calls made within the United States and dialing (973) 317-5319 for
calls outside the United States. The call will also be simulcast to stock
analysts and other interested parties on Zoom's website (www.zoom.com/Q1) and
other financial and investor-oriented websites via the CCBN / Business Wire
StreetEvents network. Shortly after the conference call, a recorded broadcast
will be available on Zoom's website. For additional information, please contact
Investor Relations, Zoom Technologies, 207 South Street, Boston, MA 02111,
telephone (617) 423-1072, email investor@zoom.com, or visit Zoom's website at
www.zoom.com.
This release contains forward-looking information relating to Zoom's plans,
expectations and intentions, including statements relating to Zoom's prospects
and plans for selling dial-up modems, cable and ASDL modems, the anticipated
benefits Zoom will receive as a result of V.92 rollout and the consolidation in
the dial-up modem markets, the anticipated development of Zoom's markets and
sales channels, the anticipated level of demand for Zoom's broadband modems and
Zoom's financial condition or results of operations. Actual results may be
materially different than those expectations as a result of known and unknown
risks, including: Zoom's continuing losses; Zoom's ability to obtain additional
financing for working capital and other purposes; Zoom's ability to effectively
manage its inventory; uncertainty of new product development and introduction,
including budget overruns, project delays and the risk that newly introduced
products may contain undetected errors or defects or otherwise not perform as
anticipated, and other delays in shipments of products; the early stage of
development of the cable and ADSL data communications markets, the uncertainty
of market growth of those markets, and Zoom's ability to more successfully
penetrate those markets, which have been challenging markets with significant
barriers to entry, Zoom's dependence on one or a limited number of suppliers for
certain key components; rapid technological change; competition; the risk that
Zoom's common stock will be delisted from the Nasdaq Small Cap market; and other
risks set forth in Zoom's filings with the Securities and Exchange Commission.
Zoom cautions readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date made. Zoom expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
such statements to reflect any change in the Zoom's expectations or any change
in events, conditions or circumstance on which any such statement is based.
ZOOM TECHNOLOGIES, INC.
Consolidated Balance Sheets
In thousands
(Unaudited)
March 31, Dec 31,
2003 2002
--------------------------------------------------------------------
Assets
Current assets:
Cash $ 7,690 $ 7,612
Accounts receivable, net 3,215 3,714
Inventories, net 6,198 6,783
Prepaid expenses and other 492 1,038
-------------------------------------------------------------------
Total current assets 17,595 19,147
Property and equipment, net 3,341 3,486
Other non-current assets - -
-------------------------------------------------------------------
Total assets $20,936 $22,633
-------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,721 $ 2,407
Accrued expenses 1,108 1,207
Current portion of long-term debt 217 192
-------------------------------------------------------------------
Total current liabilities 3,046 3,806
Long-term debt 5,264 5,342
Other non-current liabilities - -
-------------------------------------------------------------------
Total liabilities 8,310 9,148
-------------------------------------------------------------------
Stockholders' equity:
Common stock and additional paid
in capital 28,245 28,245
Treasury stock (7) (2)
Retained earnings(deficit) and
foreign currency translation (15,612) (14,758)
-------------------------------------------------------------------
Total stockholders' equity 12,626 13,485
-------------------------------------------------------------------
Total liabilities &
Stockholders' equity $20,936 $22,633
-------------------------------------------------------------------
ZOOM TECHNOLOGIES, INC.
Consolidated Statements of Operations
In thousands, except per share amounts
(Unaudited)
Three Months Ending
-----------------------
3/31/03 3/31/02
---------------------------------------------------------------------
Net sales $ 7,539 $ 8,973
Cost of goods sold 5,394 7,183
---------------------------------------------------------------------
Gross profit 2,145 1,790
Operating expenses:
Selling 1,362 1,572
General and administrative 958 911
Research and development 752 1,076
---------------------------------------------------------------------
Total operating expenses 3,072 3,559
---------------------------------------------------------------------
Operating profit (loss) (927) (1,769)
Other income (expense), net 87 35
---------------------------------------------------------------------
Income(loss) before income taxes (840) (1,734)
Income tax expense(benefit) - 2,013
---------------------------------------------------------------------
Income (loss) before extraordinary gain (840) (3,747)
Extraordinary gain - 255
---------------------------------------------------------------------
Net income (loss) $ (840) $(3,492)
---------------------------------------------------------------------
Basic and diluted earnings (loss) per share:
Earnings (loss) per share
before extraordinary gain $ (0.11) $ (0.47)
Extraordinary gain - 0.03
Earnings (loss) per share $ (0.11) $ (0.44)
---------------------------------------------------------------------
Weighted average number of shares outstanding:
Basic and diluted 7,853 7,861
---------------------------------------------------------------------