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SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-Q
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003 or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to _______________
Commission file number 0-9643
MEGATECH CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 04-2461059
(State or other jurisdiction of (IRS. Employer
incorporation of organization) Identification No.)
555 WOBURN Street, TEWKSBURY, MA 01876
(Address of principal executive offices) (Zip Code)
(978) 937-9600
(Registrant's telephone number, including area code)
__________________________________________________________
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
There were 3,886,958 shares of common stock outstanding at May 1, 2003.
MEGATECH CORPORATION
--------------------
QUARTERLY REPORT FORM 10-Q
MARCH 31, 2003
PART 1. FINANCIAL INFORMATION
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ITEM 1. Financial Statements (Unaudited) Page
Balance Sheet - March 31, 2003 and December 31, 2002 3
Statement of Operations- for the three months ended 4
March 31, 2003 and March 31, 2002
Statement of Cash Flows- for the three months ended 5
March 31, 2003 and March 31, 2002
Notes to Financial Statements- March 31, 2003 6
ITEM 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 9
ITEM 4. Controls and Procedures 9
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 10
ITEM 2. Changes in Securities and Use of Proceeds 10
ITEM 3. Defaults Upon Senior Securities 10
ITEM 4. Submission of Matters to a Vote of Security Holders 10
ITEM 5. Other Information 10
ITEM 6. Exhibits and Reports on Form 8-K 10
Signature Page 10
Certification 11
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEGATECH CORPORATION
BALANCE SHEET
MAR 31, 2003 DEC. 31, 2002
(UNAUDITED) (AUDITED)
------------ -------------
ASSETS
Current assets:
Cash and cash equivalents $ 85,647 $ 30,327
Accounts receivable:
Trade 371,814 146,482
Other 8,756 8,643
Inventories 435,559 839,753
Prepaid expenses 16,000 52
---------- ----------
Total current assets 917,776 1,025,257
Property and equipment, net 82,342 83,566
Other assets 7,666 7,666
---------- ----------
Total Assets $1,007,784 $1,116,489
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable - line of credit $ 0 $ 100,000
Accounts payable - trade 148,763 218,508
Accrued liabilities 65,704 79,116
Customer advance payments 0 90,109
Current portion of long-term debt 34,375 34,375
---------- ----------
Total current liabilities 248,842 522,108
---------- ----------
Stockholders' equity:
Common Stock, par value $.0143 per share,
5,000,000 shares authorized; 3,886,958
(3,885,958 at 2002) shares issued and
outstanding 55,569 55,569
Additional paid-in capital 4,024,162 4,024,162
Deficit (3,320,789) (3,485,350)
---------- ----------
Total stockholders' equity 758,942 594,381
---------- ----------
Total liabilities and stockholders' equity $1,007,784 $1,116,489
========== ==========
See notes to financial statements
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MEGATECH CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
QUARTER ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
Sales $1,568,394 $ 319,760
Cost of sales 678,744 110,004
---------- ----------
Gross profit 889,650 209,756
---------- ----------
Operating expenses:
Selling 651,782 214,602
General and administrative 60,870 44,898
Research and development 12,239 3,809
---------- ----------
Total operating expenses 724,891 263,309
---------- ----------
Income (loss) from operations 164,759 (53,553)
---------- ----------
Other income (expense):
Interest income 820 0
Interest expense (1,075) (750)
Other income (expense) 57 (190)
---------- ----------
Other income (expense), net (198) (940)
---------- ----------
Net income (loss) $ 164,561 $ (54,493)
========== ==========
Net income (loss) per share - basic
and diluted $ 0.042 $ (0.014)
========== ==========
Weighted average number of common
shares outstanding 3,886,802 3,840,558
========== ==========
See notes to financial statements.
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MEGATECH CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
QUARTER ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
Cash flows from operating activities:
Net income (loss) $ 164,561 $ (54,493)
Adjustments to reconcile net income
(loss) to net cash provided by (used in)
operating activities:
Depreciation and amortization 5,700 5,700
Loss on sale of property and equipment 1,170 0
Changes in operating assets and liabilities:
Accounts receivable (225,445) 39,103
Prepaid expenses (15,948) 2,374
Inventories 404,194 (277,817)
Accounts payable-trade (69,745) 181,911
Accrued liabilities (13,412) (11,480)
Customer advance payments (90,109) 0
---------- ----------
Net cash provided by (used in) operating
activities 160,966 (114,702)
---------- ----------
Cash flows from investing activities:
Purchases of property and equipment (5,646) (2,391)
---------- ----------
Net cash used in investing activities (5,646) (2,391)
---------- ----------
Cash flows from financing activities:
Payments on line of credit (170,000) 0
Advances on line of credit 70,000 100,000
---------- ----------
Net cash provided by (used in) financing
activities (100,000) 100,000
---------- ----------
Net increase (decrease) in cash and
cash equivalents 55,320 (17,093)
Cash & cash equivalents, beginning of period 30,327 64,138
---------- ----------
Cash & cash equivalents, end of period $ 85,647 $ 47,045
========== ==========
See notes to financial statements.
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MEGATECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003
1 NATURE OF THE BUSINESS
----------------------
Megatech Corporation, established in 1970, provides instructional programs,
along with training equipment, as a turnkey system for the transportation
industry. The Company has developed and marketed a comprehensive line of
automotive trainers for schools, the military, government and industry.
Megatech has sold automotive/ technology modules to over 4000 schools in
the United States thereby establishing excellent brand recognition throughout
the country. In addition, Megatech has exported to well over 20 nations
around the world.
Megatech Corporation entered new markets in 2002 with several market
building projects either completed or in process. The Company is providing
the first component of a new Basic Knowledge and Skills training program at
Aberdeen Proving Grounds. In addition, the Company has developed Ford
Motor Company's first complete electricity and electronics training program
which will be used at the Ford Factory ASSET Training Centers.
Recently, Megatech and Snap-On Tools entered into an agreement to market
Megatech trainers to the transportation industry, government, and public
education. Through Snap On Tools International, Megatech provided five
state of the art training programs shipped in 2002 and 2003 to the national
colleges of Venezuela and is negotiating an additional contract for 13 more
schools.
2 BASIS OF PRESENTATION
---------------------
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a
fair presentation of the financial position, results of operations and cash
flows have been included. Operating results for interim periods are not
necessarily indicative of the operating results that may be expected for
the full year. For further information, refer to the financial statements
and footnotes thereto included in the Company's annual report on Form 10-K.
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3 SIGNIFICANT ACCOUNTING POLICIES
-------------------------------
Revenue recognition
- -------------------
Revenue from product sales are recognized upon shipment.
Inventories
- -----------
Inventories are valued at lower of cost (first-in-first-out) or market.
Property and equipment
- ----------------------
Property and equipment are recorded at cost. Depreciation and amortization
is calculated using the straight-line method over the estimated useful
lives of the assets.
4 INVENTORIES
-----------
Inventories consisted of the following:
MARCH 31, 2003 DEC. 31, 2002
-------------- -------------
Raw materials $237,505 $248,588
Work in process 49,620 31,765
Finished goods 148,434 559,400
-------- --------
$435,559 $839,753
======== ========
5 PROPERTY AND EQUIPMENT
----------------------
Property and equipment consisted of the following:
MARCH 31, 2003 DEC. 31, 2002
-------------- -------------
Machinery and equipment $ 21,207 $ 16,391
Office equipment 48,573 48,573
Leasehold improvements 71,052 70,226
Automobiles 60,375 63,175
-------- --------
Total 201,207 198,365
Less accumulated depreciation 118,865 114,799
-------- --------
Property and equipment - net $ 82,342 $ 83,566
======== ========
6 LONG-TERM DEBT
--------------
Long-term debt of $34,375 classified as current at March 31, 2003 and
December 31, 2002, consisted of 8% convertible notes payable. Interest is
payable quarterly and the outstanding principal balance was originally due
June 2001 and has been extended to June 2003. The notes are convertible at
the option of the holder into shares of the Company's common stock at a
conversion rate of $1 per share. If at anytime prior to the notes maturity
date or conversion by the holder, the Company's common stock has a market
price of at least $2 per share for five consecutive trading days, the notes
are convertible at the option of the Company into shares of the Company's
common stock at a conversion rate of $1 per share.
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7 MAJOR CUSTOMER INFORMATION
--------------------------
For the period ended March 31, 2003 and 2002, sales to one unrelated sales
representative comprised 94% and 81% of total sales, respectively.
ITEM 2.
MEGATECH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR QUARTERS ENDED MARCH 31, 2003 AND 2002
RESULTS OF OPERATIONS
Quarter Ended March 31, 2003 compared to quarter ended March 31, 2002
Sales for the quarter ended March 31, 2003 were $1,568,394, compared to
$319,760 for the same quarter last year. The increase was primarily due to
an increase in international sales. Domestic sales in the quarter ended
March 31, 2003 were $406,067 or 26% of total sales, compared to $317,730 or
99% of total sales for the same period last year. International sales in
the quarter ended March 31, 2003 were $1,162,327 or 74% of total sales,
compared to $2,030 or 1% of total sales for the same period last year. The
increase in international sales is attributable to sales through Snap On
International of training equipment and programs to the national colleges
of Venezuela.
Gross profit for the quarter ended March 31, 2003 was $889,650 or 57% of
sales, compared to $209,756 or 66% of sales, for the same quarter last
year. The decrease as a percentage of sales is the result of higher than
estimated costs associated with a large order of which the final part of
the shipment occurred in February, 2003. Currently, there are no known
future increases in costs of materials, labor or other price increases
which could have an effect on sales other than normal inflation increases.
Selling and marketing expenses for the quarter ended March 31, 2003 were
$651,782 or 42% of sales, compared to $214,602 or 67% of sales for the same
period last year. The decrease as a percentage of sales is due to fixed
selling expenses which did not increase with an increase in sales.
General and administrative expenses for the quarter ended March 31, 2003
were $60,870 or 4% of sales, compared to $44,898 or 14% of sales for the
same period last year. The increase is due to increases in legal expense,
salaries, audit, and accounting expense.
Research and development expenses for the quarter ended March 31, 2003 were
$12,239 or 1% of sales, compared to $3,809 or 1% of sales, for the same
quarter last year. The increase is due to the addition of engineering
staff.
The net income for the quarter ended March 31, 2003 was $164,561 compared
to a net loss of $54,493 for the same quarter last year. The increase is
the result of the items discussed above.
-8-
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working capital as of March 31, 2003 was $668,934 compared to $503,149 in
working capital at December 31, 2002. The increase was attributable to
the net income for the quarter.
The Company maintains a secured line of credit in the amount of $275,000.
At March 31, 2003, no borrowings were outstanding under this line. The
Company believes that cash generated from operations, together with
existing sources of debt financing, will be sufficient to meet foreseeable
cash requirements for the next twelve months.
Capital expenditures totaled approximately $5,600 for the three months
ended March 31, 2003, compared to $2,400 for the same period in 2002. No
material purchase or capital commitments exist at March 31, 2003.
The Company's backlog as of March 31, 2003 was $694,105 compared to
$2,909,232 for the same period ended in 2002. The decrease in backlog is
the result of $2.6 million in orders from Snap On Corporation for
automotive trainers that were shipped to the Venezuelan government from
June of 2002 to February of 2003.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The Company's disclosure controls and procedures have been evaluated.
Based on the evaluation, it was determined the Company's disclosure
controls and procedures are effective in ensuring information required to
be disclosed by the Company in its Exchange Act reports is accumulated and
communicated to the Company's management as appropriate to allow timely
decisions regarding required disclosures.
The Company's internal control structure has been evaluated . Based on the
evaluation, it was determined that there were no significant changes in the
Company's internal controls or in other factors that could affect these
controls subsequent to the date of the evaluation, including any corrective
action with regard to significant deficiencies and material weaknesses.
-9-
PART II: OTHER INFORMATION
Item 1. Legal Proceedings: None.
Item 2. Changes in Securities: None.
Item 3. Defaults Upon Senior Securities: None.
Item 4. Submission of Matters to a
Vote of Security Holders: None.
Item 5. Other Information: None.
Item 6. Exhibits and Reports on Form 8-K:
The following exhibits are filed herewith:
99.1 Certification required under Section 1350 of Chapter 63 of Title 18
of the United States Code.
Reports on Form 8-K None.
SIGNATURES
----------
Pursuant to the requirement 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.
MEGATECH CORPORATION
(Registrant)
May 1, 2003 /s/ Vahan V. Basmajian
- ----------- -----------------------------
Date Vahan V. Basmajian
President, Treasurer
-10-
CERTIFICATION
I, Vahan V. Basmajian, President, Treasurer, and Chairman of the Board of
Megatech Corporation certify that:
1) I have reviewed this quarterly report on Form 10-Q of Megatech
Corporation;
2) Based on my knowledge, this quarterly 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 quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4) I, the registrant's certifying officer, am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to me by
others within the registrant particularly during the period in which this
quarterly 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
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5) I, the registrant's certifying officer, have disclosed, based on my
most recent evaluation, to the registrant's auditors and the registrant's
board of directors:
a) all significant deficiencies in the design or 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 weaknesses 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
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6) I, the registrant's certifying officer, have indicated in this
quarterly report whether or not 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 and regard to significant deficiencies and material
weaknesses.
Date: May 1, 2003 /s/ Vahan V. Basmajian
-----------------------------
Vahan V. Basmajian
President, Treasurer &
Chairman of the Board
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