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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 2003
Commission file number 33-26798-D
VARTECH SYSTEMS INC.
(exact name of registrant as specified in its' charter)
Colorado
(State or other jurisdiction of incorporation or organization)
84-1104385
(I.R.S. Employer Identification No.)
11301 Industriplex Boulevard - Suite 4
Baton Rouge, Louisiana 70809
(Address of principal executive offices)
Registrant's telephone number, including area code: (225) 298-0300
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
None None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.[X]
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 [ ]
The aggregate market value of the Registrant's common stock held by
nonaffiliates of the Registrant as of October 1, 2003 was $628,294. On
such date, the bid price of the common stock was $1.35 per share. The
registrant had 2,100,000 shares of common stock, $.001 par value,
outstanding as of October 1, 2003.
PART I
ITEM 1. BUSINESS
Introduction and History
VarTech Systems Inc., formerly known as Richmond Capital Corporation, ("the
Company") was incorporated under the laws of the State of Colorado in 1988
for the purpose of raising capital and to seek out business opportunities
in which to acquire controlling interest.
PTR Capital Corporation, a Delaware corporation (PTR), acquired control of the
Company as of January 15, 1991 through the purchase of a majority of the
Company's common stock, representing 70.8% of the then-currently issued and
outstanding voting securities of the Company.
The Company remained a development-stage enterprise from inception through July
31, 1990, as it identified and evaluated acquisition opportunities. No
acquisition was made by the Company prior to July 16, 1991.
During the period from 1991 through 1999, the company pursued various
business opportunities and acquisitions including the repair and rebuilding of
computer disk drives, reselling of computer mainframe, network design services,
the marketing of online educational products and other miscellaneous ventures.
Description of Business
VarTech Systems Inc. manufactures and sells its own line of industrial
monitors and repairs and refurbishes most other industrial grade monitors.
Marketing and Customers
The Company utilizes telephone solicitation, personal contact, direct mail, fax
broadcasting, industry specific advertising, the internet, and participates
in regional trade shows and expos to market itself and its services to its
customer base. VarTech's customer base is global and is comprised mainly of
large manufacturing operations in process control, pulp and paper, and food
processing along with utilities and military facilities.
Warranty and Customer Service
The Company provides a repair, replacement or full refund warranty for 12 months
from the date of sale. There were no significant warranty claims pending at
July 31, 2003.
Employees
As of July 31, 2003, the Company employed thirty-one people full-time including
three executive officers. Employee relations are considered good and the
Company has no collective bargaining contracts covering any of its employees.
Competition
The Company is involved in a market where many different companies provide the
same basic services. There is no dominant company engaged in providing the same
basic services as that of the Company.
ITEM 2. PROPERTIES
The Company is headquartered in 15,746 square feet of leased office space in
Baton Rouge, Louisiana under a five year lease which expires November 2004,
and a 12,000 square foot service and assembly facility in Philadelphia,
Pennsylvania with a three year lease which expires in August 2005.
ITEM 3. LEGAL PROCEEDINGS
See notes to financial statements - Note 9, Commitments and contingencies-
Legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the Company's security holders
during the fourth quarter of fiscal year ending July 31, 2003.
ITEM4a. CONTROLS AND PROCEDURES
Our chief executive officer and chief financial officer, with the participation
of management, have evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934) as of a date within 90 days prior to the filing of this
annual report on form 10-K. Based on their evaluation, they have concluded
that our disclosure controls and procedures(1) are effective in timely
alerting them to material information relating to VarTech Sysems Inc. required
to be disclosed in our periodic Securities and Exchange Commission filings and
(2) are adequate to ensure that information required to be disclosed by us in
the reports filed or submitted by us under the Securities and Exchange Act of
1934 is recorded, processed, and summarized and reported within the time periods
specified in the SEC's rules and forms.
There were no significant changes in our internal controls or in other factors
that could sigificantly affect these controls subsequent to the date of the
evaluation described above.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded on the Nasdaq bulletin board market,
under the symbol VRTK. The following table sets forth the quarterly high
and low bid prices as reported for the periods indicated:
Fiscal Year ended Fiscal Year ended
July 31, 2003 July 31, 2002
High(1) Low(1) High(1) Low(1)
1st Quarter $0.60 $0.25 $0.80 $0.45
2nd Quarter $1.25 $0.25 $1.23 $0.51
3rd Quarter $1.16 $0.25 $1.05 $0.45
4th Quarter $1.50 $0.62 $0.75 $0.55
(1) The prices set forth in the table above were provided by the National
Quotation Bureau and reflect the high and low bid prices over each quarter.
During 2003, the price range for the Company's common stock averaged a bid of
$.60 per share.
These prices may represent inter-dealer quotations without retail markups,
markdowns, or commissions and may not necessarily represent actual transactions.
As of July 31, 2003, the Company had 271 holders of record of its common shares.
The Company has never paid cash dividends on its common stock and has no plans
to pay cash dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
July 31,
2003 2002 2001 2000 1999
Balance Sheet Data
Total assets $1,779,496 $1,605,300 $1,285,927 $1,178,273 $1,327,455
Long term debt 29,528 - - - 47,998
Stockholders' equity 1,145,802 816,284 652,033 513,276 522,824
Income Statement Data
Revenues from
continuing
operations 7,741,885 6,105,908 5,763,490 4,146,953 2,884,664
Net income from
continuing operations 179,518 263,124 182,752 239,409 7,999
Basic and diluted net
income per common share
-continuing operations .09 .13 .09 .12 -
Weighted average number
of common shares
outstanding:
Basic 1,956,575 1,950,000 1,950,000 1,987,808 1,988,750
Diluted 1,956,575 1,950,000 1,950,000 2,018,349 1,988,750
Common shares
outstanding 2,100,000 1,950,000 1,950,000 1,950,000 2,100,000
Preferred shares
outstanding - - - - -
There were no shares of the Company's sole class of preferred stock, $.01 par
value, outstanding as of July 31, 2003, 2002, 2001, 2000, and 1999.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
The Company's 2003 sales volume from continuing operations increased over 2002
by $1,635,977 or 26.8%. The increase in continuing operation sales was due to
the continued introduction and expansion of the Company's new product line.
The decrease in pretax operating income from continuing operations for 2003
of $281,073 as compared to $389,966 for 2002 is directly related to the
focus and concentration on generating increased revenue from new products,
which have a lower profit margin than repairs.
Company Cost of Sales
Continuing operation cost of sales for the years ended July 31, 2003, 2002
and 2001 were 66.5 %, 61.4%, and 58.5% respectively. The increase in overall
cost of sales as a percent of revenue is due to the Company's increased focus
on new product sales which carry a lower margin than repairs and refurbishment.
Other Operating Expenses
Continuing operation selling expenses as a percentage of sales for the years
ended July 31, 2003, 2002 and 2001 were 7.3%, 8.4%, and 11.5% respectively.
Continuing operation administrative and general expenses increased by $333,917
from 2002 to 2003; however, as a percentage of sales it remained constant at
approximately 22%. This percentage should begin to decrease as the sales
volume increases.
Continuing operation interest expense decreased from 2002 to 2003 due to a
decrease in outstanding loan balances and interest rates.
Liquidity and Capital Resources
The Company has $1,672,866 in current assets at July 31, 2003 and $586,253 in
current liabilites. The Company has lines of credit totaling $750,000, of
which $673,570 was available at July 31, 2003.
The Company believes its cash generated from operations, its ability to secure
short term working capital needs, and the prospects of increasing sales will
provide sufficient cash to meet current working capital needs. Capital is
typically provided primarily through cash from operations and credit received
from trade creditors and advances from the established lines of credit. The
working capital ratio improved to 2.85 in 2003 as compared to 1.92 in 2002.
Capital expenditures for property and equipment during the fiscal years
ended July 31, 2003, 2002 and 2001 totaled $48,267, $2,511, and $1,490.
No major capital expenditures are expected for fiscal 2004.
The Company had long-term debt totaling $29,528, and $0 at July 31, 2003 and
2002, respectively. The Company had $76,430 and $331,931 of advances against
lines of credit at July 31, 2003 and 2002, respectively. These credit line
advances were used to fund the purchase of products for sale and to finance
receivables. The Company does not anticipate the need for additional
long-term borrowing in fiscal year 2004.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not Applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Independent Auditors' Report appears at page F1 and the Financial
Statements and Notes to the Financial Statements are set forth herein
beginning on page F2.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors and Executive Officers
All directors serve for a one-year period or until their respective successors
are elected and qualified. Officers serve at the discretion of the Board of
Directors.
Positions(s)
Name Age with the Company
C. Wayne Prater 62 President, Chief Executive Officer
and Director
J. Keith Henderson 37 Vice-President, Chief Operating Officer
and Director
Daniel S. Gould 40 Vice-President, Secretary and Director
Michele L. Gould 40 Director
Lucy M. Prater 59 Director
Information concerning the business experience of each of the directors and
executive officers of the Company is as follows:
C. Wayne Prater is President, Chief Executive Officer and a Director of
the Company. Prior to being elected President of the Company on
November 1, 1999, Mr. Prater had served as a consultant to the Company since
1992. Since 1991, he has been a Director and President of PTR Capital
Corporation, a private investment company which is a majority shareholder of
the Company.
J. Keith Henderson is Vice-President, Chief Operating Officer and a
Director of the Company. Since 1991, Mr. Henderson has been active in the
day to day operations of the Company.
Daniel S. Gould is Vice-President, Secretary and a Director of the Company.
Prior to joining the Company in 1995, Mr. Gould was associated with the law firm
of McFarland, Gould, Lyons and Sullivan, P.A. for five (5) years.
Michele L. Gould is a Director of the Company. Ms. Gould held several
positions with the University of Tampa prior to 1995. She is a Director and
Vice-President of PTR Capital Corporation, a private investment company which is
a majority shareholder of the Company.
Lucy M. Prater is the wife of C. Wayne Prater and is a Vice President and
director of PTR Capital Corporation.
ITEM 11. EXECUTIVE COMPENSATION
The following schedule lists those Officers or Directors who have received
cash compensation, bonuses, or deferred compensation in excess of $100,000.
Common Stock
Name and Issued
Principal Other ________________
Position Year Salary Compensation Shares Amount
C. Wayne Prater 2003 $150,000 $ 19,000 150,000 $150,000
President and
Chief Executive 2002 $150,000 $ 9,000 - -
Officer
2001 $147,500 $100,000 - -
J.Keith Henderson 2003 $126,000 $ 19,000 - -
Vice-President,
Chief Operating 2002 $120,000 $ 9,000 - -
Officer and
Director 2001 $114,000 - - -
See Item 13, "Certain Relationships and Related Transactions".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth as of July 31, 2003, the shares of the
Company beneficially owned by each person known to management to be the
beneficial owner of more than five percent (5%) of the outstanding shares, by
each officer and director, and by all officers and directors of the Company as
a group:
Amount and
Nature of Percent
Name and address of Title of Beneficial of
Beneficial Owner Class Ownership Class
Michele L. Gould Common 12,700 0.60%
11301 Industriplex Blvd.-Suite 4
Baton Rouge, Louisiana 70809
J. Keith Henderson Common 100,600 4.79%
11301 Industriplex Blvd.-Suite 4
Baton Rouge, Louisiana 70809
C. Wayne Prater Common 1,503,297(1) 71.59%
11301 Industriplex Blvd.-Suite 4
Baton Rouge, Louisiana 70809
Daniel S. Gould Common 18,000 0.86%
11301 Industriplex Blvd.-Suite 4
Baton Rouge, Louisiana 70809
Lucy M. Prater Common 1,503,297(2) 71.59%
All Officers and Directors Common 1,634,597 77.84%
as a Group (5 Persons)
(1) Mr. Prater owns 260,497 shares directly; 1,206,550 shares owned indirectly
which are held by PTR Capital Corporation; and 36,250 shares which are
held by his wife Lucy M. Prater.
(2) Mrs. Prater owns 36,250 shares directly; 1,206,550 shares are owned
indirectly which are held by PTR Capital Corporation; and 260,497 which
are held by her husband C. Wayne Prater.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended July 31, 1999, as consideration for financial and
consulting services provided to VarTech, the Company granted options to
purchase 150,000 shares of the Company stock to C. Wayne Prater at an exercise
price of $1.00. These options were exercised during the year ended
July 31, 1999. During the year ended July 31, 2000, the Company repurchased
the 150,000 shares from the CEO and majority shareholder for $1.00 per share
and held them as treasury stock. During the month ended July 2003, in
consideration for services rendered to VarTech, the Company reissued these
shares held in treasury to the CEO and majority shareholder. These services
were valued at $150,000.
On November 1, 1999, the Board of Directors approved a Stock Option and Purchase
Plan which authorized the Company's CEO and majority shareholder to grant
options to employees of the Company to purchase shares of the Company's common
stock. These options are granted in recognition of services performed and
as an incentive for future performance and are limited to 200,000 shares per
employee per year. Accordingly, options to purchase 245,000 shares of the
Company's common stock were granted to five key employees (including 100,000
share options granted to the CEO and majority shareholder) during the year
ended July 31, 2000 at an exercise price of $1.25. If unexercised, this group
of options are scheduled to expire on October 31, 2004.
Options to purchase 35,000 shares of the Company's stock were cancelled during
the year ended July 31, 2001 following separation of employment of two key
employees.
The stock options described above were issued with exercise prices determined
by the Company's Board of Directors to be equal to, or greater than, the fair
value of the Company's common stock on the respective grant dates.
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON
FORM 8-K
(a) The following documents are filed as parts of this Report starting on
page F1:
1. Financial Statements
Independent Auditors' Report
Balance Sheets
Statements of Income
Statements of Changes in Stockholders' Equity
Statements of Cash Flows
Notes to Financial Statements
2. Schedules
NONE
3. The exhibits are listed in the Index of Exhibits required by Item 601 of
Regulation S-K at Item (c) below.
(b) Reports on Form 8-K
No reports on Form 8-K have been filed by the Company during the quarter
ended July 31, 2003.
(c) Exhibits
Exhibits marked with an asterisk (*) have heretofore been filed with the
Commission and are incorporated herein by reference
Exhibit Consecutive
Number Exhibits Page No.
1.0 Underwriting Agreement *
1.2 Participating Dealer Agreement *
2.1 Contract for Sale and Purchase of Stock *
2.2 Contract for Exchange of Stock *
3.0 Registrant's Articles of Incorporation *
3.1 Bylaws *
4.0 Warrant Agreement *
4.2 A Warrant and B Warrant *
5.0 Opinion of R. Michael Sentel, Esquire, regarding
the legality of the securities being registered *
10.0 Escrow of Proceeds Agreement with TecNational
Bank, Denver, Colorado *
10.2 Commercial Lease Agreement, between Prime
Investments, Inc. and Richmond Capital
Corporation relating to certain premises
leased to Richmond Capital Corporation located
in Woodstock, Georgia *
10.3 Lease Rental Agreement between Home Management
Associates, Ancient Richmond Capital Corporation
relating to certain premises leased to Richmond
Capital Corporation located in Woodstock, Georgia *
10.4 Agreement of Lease between RCC of Louisiana, Inc
and Bubaco Enterprises, Inc. relating to certain
premises leased from RCC of Louisiana, Inc. for
a truck stop operation *
10.5 Lease of Commercial Property between RCC of
Louisiana, Inc. and Computer Technologies, Inc.
related to certain premises leased from RCC of
Louisiana, Inc. for a truck stop operation *
10.6 Commercial Lease Agreement between Bobbie B.
Crump, Sr. and Richmond Capital Corporation
relating to certain premises leased to Richmond
Capital Corporation located in Baton Rouge,
Louisiana *
10.7 Promissory Note from Company to Betrand O.
Baetz, Jr. *
10.8 Promissory Note from Company to Frank G.
Jarzombek *
10.9 Promissory Note from Company to Eugene V.
Larsen *
10.10 Promissory Note from Company to Scott E.
Gruendler *
10.11 Stock Option Agreement *
10.12 Agreement of Employment-Kim D'Albor *
10.13 Agreement of Employment-Brent Hedges *
10.14 Agreement of Employment- Dalbert Varnell, Jr. *
10.15 Commercial Sublease Agreement with Wireless One, Inc.
related to certain premises leased in Baton Rouge,
Louisiana *
10.16 Stock Option Agreement *
10.17 Commercial Lease Agreement with First
Industrial, L.P. related to certain premises
leased in Baton Rouge, Louisiana *
10.18 Board of Directors Minutes on
Authorization of Stock Options *
10.19 Sample Stock Option Grant Letter *
16.0 Letter from Samson, Robbins & Associates
regarding change in certifying accountants *
24.1 Consent of R. Michael Sentel, Esquire (included
in Exhibit 5) *
24.2 Consent of Brenner & Ianne *
As to any security holder requesting a copy of this Form 10-K, the Company will
furnish any Exhibit indicated in the above list as filed with this Form 10-K
upon payment to it of its expenses in furnishing such Exhibit.
Independent Auditors' Report
To the Board of Directors
of VarTech Systems Inc.
Baton Rouge, Louisiana
We have audited the accompanying balance sheets of VarTech Systems Inc. as
of July 31, 2003 and 2002, and the related statements of income,
changes in stockholders' equity and cash flows for the years ended July 31,
2003, 2002 and 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of VarTech Systems Inc. as of
July 31, 2003 and 2002, and the results of its operations and cash flows for
the years ended July 31, 2003, 2002 and 2001, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Laney, Boteler & Killinger
Atlanta, Georgia
September 5, 2003
VarTech Systems Inc.
Balance Sheets
Assets
July 31,
-------------------------
2003 2002
---------- -----------
Current assets
Cash and cash equivalents $ 115,368 $ 33,531
Accounts receivable - trade 634,023 667,554
Inventory 923,475 796,864
--------- ---------
Total current assets 1,672,866 1,497,949
--------- ---------
Property and equipment
Furniture and fixtures 178,395 177,945
Equipment 274,105 226,288
Leasehold improvements 12,145 12,145
--------- ---------
464,645 416,378
Less: Accumulated depreciation 365,015 316,027
--------- ---------
99,630 100,351
--------- --------
Other Assets - Deposits 7,000 7,000
--------- ---------
$1,779,496 $1,605,300
========== ==========
See notes to financial statements
F2
VarTech Systems Inc.
Balance Sheets
Liabilities and Stockholders' Equity
July 31,
---------------------------
2003 2002
---------- ---------
Current liabilities
Credit lines payable $ 76,430 $ 331,931
Current portion of note payable 7,706 -
Accounts payable 339,731 276,693
Income taxes payable 30,632 65,759
Other accrued expenses 131,754 104,287
---------- -----------
Total current liabilities 586,253 778,670
Deferred income taxes 17,913 10,346
Note payable, less current portion 29,528 -
---------- -----------
Total liabilities 633,694 789,016
---------- -----------
Stockholders' equity
Preferred stock, 1,000,000 shares,
$.01 par authorized, no shares issued - -
Common stock, 100,000,000 shares,
$.001 par authorized; 2,100,000
shares issued; 2,100,000 and 1,950,000
outstanding 2,100 2,100
Capital in excess of par value 704,761 704,761
Treasury stock; 0 and 150,000 shares at cost - (150,000)
Retained earnings 438,941 259,423
----------- ----------
Total stockholders' equity 1,145,802 816,284
----------- ----------
$ 1,779,496 $ 1,605,300
=========== ==========
See notes to financial statements
F3
VarTech Systems Inc.
Statements of Income
Year Ended July 31,
---------------------------------------
2003 2002 2001
---------- ---------- ----------
Revenues $7,741,885 $6,105,908 $5,763,490
Cost of sales 5,149,903 3,746,669 3,370,087
---------- ---------- ----------
Gross profit 2,591,982 2,359,239 2,393,403
---------- ---------- ---------
Operating expenses
Selling expense 566,904 514,183 666,243
Administrative and general 1,683,167 1,349,250 1,327,605
---------- ---------- ----------
2,250,071 1,863,433 1,993,848
---------- ---------- ----------
Income before other
operating expenses 341,911 495,806 399,555
---------- ---------- ----------
Other operating expenses
Interest expense 11,850 14,281 42,580
Depreciation and amortization 48,988 91,559 71,586
---------- ---------- ----------
60,838 105,840 114,166
---------- ---------- ----------
Income from continuing
operations before income tax
provision 281,073 389,966 285,389
Income tax provision 101,555 126,842 102,637
---------- ---------- ----------
Net income before loss from
discontinued operations 179,518 263,124 182,752
Loss from discontinued operations,
net of income tax benefit of
$0, $54,373, and $25,802
respectively - (98,873) (43,995)
---------- ----------- -----------
Net income $ 179,518 $ 164,251 $ 138,757
========== =========== ===========
Basic and diluted net income
per common share - continuing
operations $ .09 $ .13 $ .09
========== =========== ===========
Basic and diluted net loss per
common share-discontinued
operations $ - $ (.05) $ (.02)
========== =========== ===========
Basic and diluted net income
per common share $ .09 $ .08 $ .07
========== =========== ===========
Weighted average number of
common shares outstanding:
Basic 1,956,575 1,950,000 1,950,000
========= ========= =========
Diluted 1,956,575 1,950,000 1,950,000
========= ========= =========
See notes to financial statements
F4
VarTech Systems Inc.
Statements of Changes in Stockholders' Equity
for the Years Ended July 31, 2003, 2002 and 2001
Common Stock Issued Capital in Retained Total
------------------- Excess of Earnings Treasury Stockholders'
Shares Amount Par Value (Deficit) Stock Equity
-------- ------- --------- -------- -------- ----------
Balance,
July 31, 2000 2,100,000 $2,100 $704,761 $(43,585) $(150,000) $513,276
Net income for
the year ended
July 31, 2001 - - - 138,757 - 138,757
--------- ------ --------- -------- --------- --------
Balance,
July 31, 2001 2,100,000 2,100 704,761 95,172 (150,000) 652,033
Net income for
the year ended
July 31, 2002 - - - 164,251 - 164,251
--------- ------ --------- -------- --------- ---------
Balance,
July 31, 2002 2,100,000 2,100 704,761 259,423 (150,000) 816,284
Net income for
the year ended
July 31, 2003 - - - 179,518 - 179,518
Issuance of
Treasury Stock - - - - 150,000 150,000
--------- ------ --------- -------- --------- ---------
Balance,
July 31, 2003 2,100,000 $2,100 $ 704,761 $438,941 $ - $1,145,802
========= ====== ========= ======== ========= ==========
See notes to financial statements
F5
VarTech Systems Inc.
Statements of Cash Flows
Year Ended July 31,
---------------------------------
2003 2002 2001
--------- -------- -----------
Cash flows from operating activities
Net income $179,518 $164,251 $ 138,757
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 48,988 127,629 88,204
Issuance of common stock for services 150,000 - -
Deferred income taxes 7,567 (23,692) 11,533
Changes in operating assets and
liabilities:
Decrease (increase) in assets
Accounts receivable 33,531 (95,736) (68,541)
Inventory (126,611) (401,400) (193,779)
Other operating assets 7,370 100,618
Increase (decrease) in liabilities
Accounts payable 63,038 117,640 (40,563)
Income taxes payable (35,127) 36,747 29,012
Accrued expenses 27,467 (18,350) 32,337
-------- -------- ---------
Net cash provided by (used in)
operating activities 348,371 (85,541) 97,578
-------- -------- --------
Cash flows from investing activities
Purchase of property and equipment (48,267) (2,511) (1,490)
Net decrease in account
receivable-stockholder - - 22,500
--------- --------- --------
Net cash (used in) provided by
investing activities (48,267) (2,511) 21,010
--------- --------- ---------
Cash flows from financing activities
Proceeds from note payable 38,518 - -
Payments on note payable (1,284) - -
Net (payments on) proceeds from
credit lines (255,501) 42,777 (54,920)
---------- --------- ----------
Net cash (used in) provided by
financing activities (218,267) 42,777 (54,920)
--------- --------- ----------
Net increase (decrease) in cash and
cash equivalents 81,837 (45,275) 63,668
Cash and cash equivalents,
beginning of year 33,531 78,806 15,138
---------- --------- ---------
Cash and cash equivalents, end of year $115,368 $ 33,531 $ 78,806
========== ========= =========
See notes to financial statements
F6
VarTech Systems Inc.
Notes to Financial Statements
July 31, 2003 and 2002
Note 1 - Summary of significant accounting policies
Organization and description of business
VarTech Systems Inc. (the "Company" or "VarTech"), was incorporated under the
laws of the State of Colorado on April 5, 1988. In October 1989, the Company
completed a public offering of its common stock. PTR Capital Corporation, a
Delaware corporation, acquired control of the Company on January 15, 1991,
through the purchase of a majority of the Company's common stock. PTR Capital
is wholly owned by the CEO of the Company.
The Company's business is the repair and refurbishment of industrial grade
monitors and the value-added reselling of the VarTech Displays line of
industrial monitors.
Prior to May 2002, the Company also operated two additional business
segments: the Company provided computer consulting services which
included network design, installation and software application development
and also marketed online computer training products and other internet
related services. These segments, referred to as the consulting and
network business segments, were discontinued in May 2002 (Note 2).
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents. The Company held no cash equivalents at July 31, 2003 or
2002.
Allowance for doubtful accounts
The Company uses the allowance method to account for uncollectible accounts
receivable. The allowance for doubtful accounts is based on management's
estimate of uncollectible accounts. At July 31, 2003 and 2002, all accounts
receivable are considered collectible and no allowance was considered
necessary.
Inventories
Inventories of merchandise held for sale are stated at the lower of cost or
market, with cost being determined by using the first-in, first-out method of
accounting for inventory.
Property, equipment and depreciation
Property and equipment are recorded at cost. Depreciation is provided using
straight-line methods over the estimated useful lives of the assets. Useful
lives range from five to ten years for the furniture, fixtures and equipment
and ten years for the leasehold improvements. Maintenance and repairs are
charged to expense as incurred. Upon sale, retirement or other disposition of
an asset, the cost and accumulated depreciation are removed and any gain
or loss on the disposition is included in income.
Income taxes
Deferred income taxes are recognized for the tax consequences of temporary
differences between the financial reporting basis and the tax basis of the
Company's assets and liabilities. Valuation allowances are established when
considered necessary to reduce deferred tax assets to the amount expected to
be realized. Income tax expense is the tax payable for the period plus or
minus the change during the period in deferred tax assets and liabilities.
Use of estimates
The preparation of financial statements in conformity with accounting
principals generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
Treasury stock
The Company uses the cost method of accounting for the aquisition or disposition
of the Company's own stock.
Stock options and compensation
The Company accounts for stock options in accordance with the provisions of APB
Opinion No. 25, "Accounting for stock issued to employees", and related
pronouncements. As such, compensation expense would be recorded on the date of
grant only if the current market price of the underlying stock exceeded the
exercise price. Accordingly, the Company has not recognized compensation
expense for its options granted during the periods presented. The Company
has adopted the disclosure provisions of FASB Statement No. 123, "Accounting
for stock-based compensation". These disclosure provisions allow entities to
continue to apply the provisions of APB Opinion No. 25 if accompanied by
disclosure of pro forma earnings and earnings per share calculations for
employee stock option grants as if the fair-value-based method defined in FASB
Statement No. 123 had been applied.
Advertising and promotion
The Company expenses the production costs of advertising the first time the
advertising takes place. Advertising and promotion expense for continuing
operations totaled $61,000, $81,158, and $19,489 for the years ended July 31,
2003, 2002 and 2001, respectively.
Revenue recognition policy
Income is earned and recognized when the goods are delivered, services are
performed or licenses are sold and collection is reasonably assured and no
further obligation of the Company exists.
Note 2 - Discontinued Operations
In prior years, the Company operated and presented financial results in
three separate business segments described as follows:
Display segment - repair and refurbishment of industrial grade monitors
and value-added reselling of the VarTech Displays line of industrial monitors.
Consulting segment - computer consulting services which included network
design, installation and software application development.
Network segment - online computer training products and other internet
related services.
In May 2002, the Company abandoned operations of the Consulting and Network
segments. In accordance with applicable accounting standards, the results of
operations of these discontinued business segments are presented as a component
of discontinued operations in the statement of income. Operating results for
these discontinued segments previously reported for the year ended July 31,
2001, have been reclassified in the statement of income and included
with discontinued operations.
Summarized results of operations for the Consulting and Network segments
are as follows:
For the years ended July 31,
----------------------------
2002 2001
---------- ----------
Revenue $ 387,452 $1,071,519
Cost of goods 286,490 571,062
---------- ----------
Gross profit 100,962 500,457
---------- ----------
Selling expenses 75,926 300,250
Administrative and general 142,212 253,386
Depreciation 36,070 16,618
--------- ----------
254,208 570,254
--------- ----------
Loss before income tax
benefit (153,246) (69,797)
Income tax benefit 54,373 25,802
--------- ----------
Loss from discontinued
operations $ (98,873) $ (43,995)
========== ==========
Note 3 - Stock options
On November 1, 1999, the Board of Directors approved a Stock Option and
Purchase Plan which authorized the Company's CEO and majority shareholder to
grant options to employees of the Company to purchase shares of the Company's
common stock. The plan allows for options to be granted in recognition of
services performed and as an incentive for future performance and are limited
to 200,000 shares per employee per year. Accordingly, options to purchase
245,000 shares of the Company's common stock were granted to 5 key employees
(including 100,000 share options granted to the CEO and majority shareholder)
during the year ended July 31, 2000, at an exercise price of $1.25. If
unexercised, this option group is scheduled to expire on October 31, 2004.
The following summarizes information about stock options outstanding and
exercisable for the years ended July 31, 2003, 2002 and 2001.
Weighted
Options Options Average
Outstanding Exercisable Price
------------ ------------- --------
Balances at July 31, 2000 245,000 245,000 $ 1.25
Canceled/Expired - - -
------- ------- ----
Balances at July 31, 2001 245,000 245,000 1.25
Canceled/Expired (35,000) (35,000) 1.25
------- ------- ----
Balances at July 31, 2002 210,000 210,000 1.25
Canceled/Expired - - -
------- ------- --------
Balances at July 31, 2003 210,000 210,000 $ 1.25
======= ======= ========
Options to purchase 35,000 shares of the Company's common stock were
cancelled during the year ended July 31, 2001 following separation of
employment of two key employees.
The stock options described above were issued with exercise prices determined
by the Company's Board of Directors to be equal to, or greater than, the fair
value of the Company's common stock on the respective grant date. Accordingly,
no compensation expense was recognized under the reporting requirements
of SFAS No. 123 and there was no effect on pro forma net income, as computed
under this statement, for the periods presented.
Note 4 - Net income per share
Basic earnings per common share are computed using the weighted average number
of common shares and common equivalent shares outstanding during each year.
Common share equivalents represent shares issuable upon the assumed exercise of
stock options and warrants. The stock options and warrants are included in the
computation using the treasury stock method if they would have a dilutive
effect. Common share equivalents are not considered in calculations of per
share data when their inclusion would be anti-dilutive. For purposes of
determining diluted earnings per share, there were no common
stock equivalents at July 31, 2003, 2002 or 2001.
Note 5 - Treasury stock
During the year ended July 31, 2000, the Company repurchased 150,000 shares of
common stock from the CEO and majority shareholder for $1.00 per share.
During the month ended July 2003, in consideration for services rendered to
VarTech, the Company reissued these shares held in treasury to the CEO and
majority shareholder. The services were valued at $150,000 and have been
recorded as compensation to the CEO and majority shareholder and included with
administrative and general expenses (Note 8).
Note 6 - Credit lines payable and other credit facilities
Credit lines payable and other credit facilities consisted of the following
at July 31, 2003 and 2002:
2003 2002
--------- ---------
Draws against a $50,000 credit line payable
to Hibernia National bank with interest at
variable rates (prime + 2%). The credit line is
renewable annually and has a current maturity
of March 19, 2004. Draws are secured by a
guarantee from the CEO. $ - $ 30,502
Draws against a $600,000 demand credit line
payable to Hibernia National Bank with interest
at the WSJ prime rate (4% at July 31, 2003).
The maturity date of the credit line is August 24,
2004. This credit line is secured by the Company's
cash accounts with the bank and a guarantee from
the CEO. 76,430 301,429
--------- ---------
$76,430 $ 331,931
========= =========
The Company also has access to two additional $50,000 credit lines with
different banks. As of July 31, 2003 and 2002, no advances had been made from
these credit facilities.
Note 7 - Note payable
Note payable to a commercial lender with interest at 0%. The note is payable
in monthly installments totaling $642, maturing on May 23, 2008, and is secured
by an automobile owned by the Company. The CEO and majority shareholder has
guaranteed payment of the note. The note payable totaled $37,234 at July 31,
2003. Future maturities of long-term debt total $7,706, $7,703, $7,703,
$7,703, and $6,419 for the years ended July 31, 2004, 2005, 2006, 2007 and
2008, respectively.
Note 8 - Other related party transactions
During the year ended July 31, 2000, the Company made advances to the CEO and
majority shareholder totaling $22,500. These advances, recorded as accounts
receivable at July 31, 2000, were paid by the shareholder during the year ended
July 31, 2001. Additionally, the shareholder received salary, consulting
and director fees during the years ended July 31, 2003, 2002, and 2001
totaling $319,000 (Note 5), $159,000 and $247,500 respectively, for services
performed.
Note 9 - Commitments and contingencies
Operating leases
The following summarizes the Company's current obligations under long-term
leases as July 31, 2003:
Location Baton Rouge Pennsylvania
Activity Office & Warehouse Office & Shop
------------------ -------------
Date of lease 10/7/99 7/7/99
Lease term begins 12/1/99 8/16/99
Lease term ends 11/30/04 8/30/05
Renewal option None None
Contingent rents No No
Initial rent $10,169 $5,000
Escalation 5/01-10,497 9/02-5,788
9/02-10,694
The company also leased additional warehouse space in Baton Rouge under a
long-term lease scheduled to expire April 30, 2003, with monthly rent
payments of $4,690. This lease was cancelled during February 2002, and the
Company paid $25,000 as an early terminatin fee. Rent paid or accrued under
these and other short-term office and warehouse leases including common
maintenance charges associated with each lease during the years ended July 31,
2003, 2002, and 2001, totaled $249,732, $303,172 and $300,198, respectively.
Future minimum payments, by year and in the aggregate, under noncancellable
operating leases with initial or remaining terms of one year or more consisted
of the following at July 31, 2003:
Year Ending July 31, Amount
-------------------- ----------
2004 $ 197,786
2005 112,233
2006 5,788
---------
Total $ 315,807
=========
Legal proceedings
During the year ended July 31, 1999, a former employee and current
stockholder of the Company filed a lawsuit against a past subsidiary of the
Company, the Company and the CEO of the Company. The plaintiff asserts that
he is entitled to enforce the payments due to him under a non-competition
agreement contained in the agreement of employment. Although no dollar
amount has been specified, the past employee seeks damages estimated by
management and legal counsel at $1,150,000 stemming from the non-payment of a
portion of his salary and the remaining scheduled non-compete payments. The
suit has failed to move past the discovery stage and legal counsel for the
Company has estimated, in their opinion at this stage, the probable outcome
to be that the Company will have no liability under the lawsuit. Accordingly,
no loss accrual has been made in the financial statements at July 31, 2003
or 2002.
Note 10 - Pension plans
Effective December 2002, the Company terminated its 401(k) plan. The Company
made no matching contributins to the plan for the years ended July 31, 2003,
2002, or 2001.
Note 11 - Warranties
The company established a warranty program that generally provides for repair,
replacement or full refund on all equipment sales for a period of one year
from the date of sale. No significant warranty claims were filed during
these years and, at July 31, 2003 and 2002, no significant warranty claims
were pending.
Note 12 - Supplemental disclosure of cash flow information
Cash paid for interest during the years ended July 31, 2003, 2002 and 2001,
totaled $11,850, $14,281, and $41,128 respectively.
Income taxes paid during the years ended July 31, 2003, 2002 and 2001, totaled
$129,115, $62,786, and $38,056 respectively.
Note 13 - Income taxes
The components of the income tax provision consist of the following:
Year ended July 31,
2003 2002 2001
------- ------- --------
Current:
Federal $ 80,246 $ 85,163 $ 58,976
State 13,742 10,998 6,326
-------- ------- -----
93,988 96,161 65,302
Deferred:
Federal 6,200 (19,410) 3,815
State 1,367 (4,282) 7,718
-------- ------- -------
7,567 (23,692) 11,533
-------- ------- -------
Total income tax
provision 101,555 72,469 76,835
Income tax benefit allocated
to discontinued operations - 54,373 25,802
------- ------- -------
Income tax provision allocated
to continuing operations $101,555 $126,842 $102,637
======== ======== ========
Deferred income taxes are provided to reflect temporary differences between
financial and income tax reporting. Deferred tax liabilities totaling
$17,913 and $10,346 for the years ended July 31, 2003 and 2002, respectively,
relate to difference between financial and income tax deprectiation methods.
The provision for income taxes for the years ended July 31, 2003, 2002 and
2001, varies from the amount determined by applying the Federal statutory
rate of 34% to pretax income as a result of the following:
2003 2002 2001
------- ------- --------
Income tax expense at Federal
statutory rate of 34% $95,565 $80,484 $72,537
Effect of graduated rates on Federal income tax (4,315) (7,562) (6,951)
Benefit of net operating losses - - (3,251)
Property and equipment (854) (8,700) 4,923
State income taxes 11,159 6,716 9,826
Other - 1,531 (249)
-------- -------- --------
Actual income tax provision $101,555 $72,469 $76,835
======== ======== ========
Note 14 - Fair values of financial instruments
The following methods and assumptions were used by the Company in estimating the
fair value of its financial instruments.
- - Cash and cash equivalents - The carrying amount reported in the balance sheet
for cash and cash equivalents approximates fair value due to the short
maturity of these instruments.
- - Current & long term debt - The carrying amount reported in the balance sheet
for current and long-term debt approximates fair value based on current
borrowing rates.
The cost and estimated fair values of the Company's financial instruments at
July 31, 2003 and 2002, are as follows:
Carrying Fair
Amount Value
--------- -------
July 31, 2003
---------------------
Financial assets:
Cash and cash equivalents $115,368 $115,368
========= =========
Financial liabilities:
Current-term debt $ 84,136 $ 84,136
========= =========
Long-term debt $ 29,528 $ 29,528
========= =========
July 31, 2002
---------------------
Financial assets:
Cash and cash equivalents $ 33,531 $ 33,531
========= ========
Financial liabilities:
Current-term debt $ 331,931 $ 331,931
========= =========
Note 15 - Accrued expenses
Accrued expenses consisted of the following at July 31, 2003 and 2002:
2003 2002
-------- --------
Salary and commissions $125,564 $ 95,013
Payroll taxes 5,710 6,021
Other accrued expenses 480 3,253
-------- --------
$131,754 $104,287
========= ========
Note 16 - Summarized Quarterly Data (Unaudited)
The following financial information reflects all normal recurring adjustments
that are, in the opinion of management, necessary for a fair statement of the
results of the interim periods.
Summarized quarterly data for the years ended July 31, 2003 and 2002, follows:
Quarter Ended
------------------------------------------------
October 31, January 31, April 30, July 31,
2002 2003 2003 2003
---------- ---------- ---------- ----------
Revenue $1,868,718 $1,952,847 $1,969,460 $1,950,860
Expenses 1,774,001 1,864,157 1,914,029 1,908,625
Income before
income taxes 94,717 88,690 55,431 42,235
Net income 57,386 55,013 33,137 33,982
Basic EPS .03 .03 .02 .02
Diluted EPS .03 .03 .02 .02
October 31, January 31, April 30, July 31,
2001 2002 2002 2002
---------- ---------- ---------- ----------
Revenue $1,563,981 $1,504,940 $1,684,030 $1,740,409
Expenses 1,474,614 1,404,767 1,664,034 1,713,225
Income before
income taxes 89,367 100,173 19,996 27,184
Net income 53,002 58,770 14,463 38,016
Basic EPS .03 .03 .01 .02
Diluted EPS .03 .03 .01 .02
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, C. Wayne Prater, certify that:
I have reviewed this annual report on Form 10-K of VarTech Systems Inc.;
Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
Based on my knowledge, the financial statements, or other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to us
by others, particularly during the period in which this annual report
is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
(c) presented in the annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design of operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
DATE: October 27, 2003
By: C. Wayne Prater
Chief Executive Officer and
Chief Financial Officer
signed/s/ C. Wayne Prater
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the 27th day of
October 2003.
VARTECH SYSTEMS INC.
(Registrant)
By: /s/ C. Wayne Prater
_____________________________________
C. Wayne Prater, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 27th day of October 2003.
Signature Title
signed C. Wayne Prater President, Chief Executive Officer
C. Wayne Prater and Director
signed J. Keith Henderson Vice-President, Chief Operating Officer
J. Keith Henderson and Director
signed Daniel S. Gould Vice-President, Secretary and Director
Daniel S. Gould
signed Michele L. Gould Director
Michele L. Gould
signed Lucy M. Prater Director
Lucy M. Prater