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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 June 30, 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 [XX] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [XX]
There were 3,886,958 shares of common stock outstanding at August 5, 2003.
MEGATECH CORPORATION
--------------------
QUARTERLY REPORT FORM 10-Q
JUNE 30, 2003
PART 1. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. Financial Statements (Unaudited) Page
Balance Sheet - June 30, 2003 and December 31, 2002 3
Statement of Operations- for the quarter and six months 4
ended June 30, 2003 and June 30, 2002
Statement of Cash Flows- for the six months ended 5
June 30, 2003 and June 30, 2002
Notes to Financial Statements- June 30, 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 10
ITEM 4. Controls and Procedures 10
PART II. OTHER INFORMATION
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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 11
Certification 11
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PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEGATECH CORPORATION
BALANCE SHEET
JUNE 30, 2003 DEC. 31, 2002
(UNAUDITED) (AUDITED)
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 122,632 $ 30,327
Accounts receivable:
Trade 396,657 146,482
Other 5,819 8,643
Inventories 473,905 839,753
Prepaid expenses 12,586 52
---------- ----------
Total current assets 1,011,599 1,025,257
Property and equipment, net 76,642 83,566
Other assets 7,666 7,666
---------- ----------
Total Assets $1,095,907 $1,116,489
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable - line of credit $ 0 $ 100,000
Accounts payable - trade 139,704 218,508
Accrued liabilities 59,069 79,116
Customer advance payments 91,871 90,109
Current portion of long-term debt 25,000 34,375
---------- ----------
Total current liabilities 315,644 522,108
---------- ----------
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 55,583 55,569
Additional paid-in capital 4,024,308 4,024,162
Deficit (3,299,628) (3,485,350)
---------- ----------
Total stockholders' equity 780,263 594,381
---------- ----------
Total liabilities and stockholders' equity $1,095,907 $1,116,489
========== ==========
See notes to financial statements.
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MEGATECH CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
SIX MONTHS ENDED QUARTER ENDED
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
------------- ------------- ------------- -------------
Sales $2,252,064 $1,906,389 $ 683,670 $1,586,629
Cost of sales 970,832 739,548 292,088 629,544
---------- ---------- ---------- ----------
Gross profit 1,281,232 1,166,841 391,582 957,085
---------- ---------- ---------- ----------
Operating expenses:
Selling 964,500 925,846 312,718 711,244
General and administrative 112,478 89,258 51,608 44,360
Research and development 18,942 7,650 6,703 3,841
---------- ---------- ---------- ----------
Total operating expenses 1,095,920 1,022,754 371,029 759,445
---------- ---------- ---------- ----------
Income from operations 185,312 144,087 20,553 197,640
---------- ---------- ---------- ----------
Other income (expense):
Interest income 1,486 0 666 0
Interest expense (1,133) (7,871) (58) (7,121)
Other income (expense) 57 (166) 0 24
---------- ---------- ---------- ----------
Other income (expense), net 410 (8,037) 608 (7,097)
---------- ---------- ---------- ----------
Net income $ 185,722 $ 136,050 $ 21,161 $ 190,543
========== ========== ========== ==========
Net income per share - basic
and diluted $ 0.047 $ 0.035 $ 0.005 $ 0.049
========== ========== ========== ==========
Weighted average number of common
shares outstanding 3,886,875 3,849,729 3,886,958 3,858,800
========== ========== ========== ==========
See notes to financial statements.
-4-
MEGATECH CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2002
------------- --------------
Cash flows from operating activities:
Net income $ 185,722 $ 136,050
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 11,400 11,401
Loss on sale of property and equipment 1,170 0
Common stock issued as compensation 160 3,600
Changes in operating assets and liabilities:
Accounts receivable (247,351) 35,764
Prepaid expenses (12,534) (7,053)
Inventories 365,848 (241,262)
Accounts payable- trade (78,804) 132,891
Accrued liabilities (20,047) 8,715
Customer advance payments 1,762 0
--------- ---------
Net cash provided by operating activities 207,326 80,106
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (5,646) (6,586)
--------- ---------
Net cash used in investing activities (5,646) (6,586)
--------- ---------
Cash flows from financing activities:
Payments on line of credit (170,000) (100,000)
Advances on line of credit 70,000 100,000
Payments on notes payable (9,375) 0
--------- ---------
Net cash used in financing activities (109,375) 0
--------- ---------
Net increase in cash and cash equivalents 92,305 73,520
Cash & cash equivalents, beginning of period 30,327 64,138
--------- ---------
Cash & cash equivalents, end of period $ 122,632 $ 137,658
========= =========
See notes to financial statements.
-5-
MEGATECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 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.
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. Costs of maintenance and repairs are charged to
expense while costs of significant renewals and betterments are
capitalized.
4 INVENTORIES
- -----------------
Inventories consisted of the following:
JUNE 30, 2003 DEC. 31, 2002
------------- -------------
Raw materials $262,978 $248,588
Work in process 50,768 31,765
Finished goods 160,159 559,400
-------- --------
$473,905 $839,753
======== ========
5 PROPERTY AND EQUIPMENT
- ----------------------------
Property and equipment consisted of the following:
JUNE 30, 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 124,565 114,799
-------- --------
Property and equipment - net $ 76,642 $ 83,566
======== ========
6 LONG-TERM DEBT
- --------------------
Long-term debt of $25,000 and $34,375 classified as current at June 30,
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 September 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.
-7-
7 MAJOR CUSTOMER INFORMATION
- --------------------------------
For the period ended June 30, 2003 and 2002, sales to three and one
unrelated sales representative comprised 84% and 93% of total sales,
respectively.
ITEM 2.
MEGATECH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTER AND SIX
MONTHS ENDED JUNE 30, 2003 AND 2002
RESULTS OF OPERATIONS
---------------------
Quarter Ended June 30, 2003 compared to quarter
ended June 30, 2002
Sales for the quarter ended June 30, 2003 were $683,670, compared to
$1,586,629 for the same quarter last year. The decrease was primarily due
to a decrease in international sales. Domestic sales in the quarter ended
June 30, 2003 were $570,169 or 83% of total sales, compared to $160,239 or
10% of total sales for the same period last year. International sales in
the quarter ended June 30, 2003 were $113,501 or 17% of total sales,
compared to $1,426,390 or 90% of total sales for the same period last year.
The decrease in international sales is attributable to sales through Snap
On International of training equipment and programs to the national
colleges of Venezuela in the prior year.
Gross profit for the quarter ended June 30, 2003 was $391,582 or 57% of
sales, compared to $957,085 or 60% of sales, for the same quarter last
year. The decrease is the result of higher materials and labor costs in
the current quarter. 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 June 30, 2003 were
$312,718 or 46% of sales, compared to $711,244 or 45% of sales for the same
period last year. Major changes compared to the prior year include a
decrease in commission expense from 38% to 32%, and a decrease in salaries
due to staffing changes. Overall, the increase as a percentage of sales is
relatively flat due to fixed selling expenses which did not decrease with
the decrease in sales.
General and administrative expenses for the quarter ended June 30, 2003
were $51,608 or 8% of sales, compared to $44,360 or 3% of sales for the
same period last year. The increase is due to reclassification of salaries
and increases in audit expense.
Research and development expenses for the quarter ended June 30, 2003 were
$6,703 or 1% of sales, compared to $3,841 or .2% 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 June 30, 2003 was $21,161 compared to
net income of $190,543 for the same quarter last year. The decrease is the
result of the items discussed above.
-8-
Six Months Ended June 30, 2003 compared to six months
ended June 30, 2002
Sales for the six months ended June 30, 2003 were $2,252,064, compared to
$1,906,389 for the same period last year. The increase was due to an
increase in domestic sales. Domestic sales in the six months ended June
30, 2003 were $976,236 or 43% of total sales, compared to $477,970 or 25%
of total sales for the same period last year. International sales in the
six months ended June 30, 2003 were $1,275,828 or 57% of total sales,
compared to $1,428,419 or 75% of total sales for the same period last year.
Sales to Snap On Corporation for the period represented 75% of total sales
compared to 90% in the prior year.
Gross profit for the six months ended June 30, 2003 was $1,281,232 or 57%
of sales, compared to $1,166,841 or 61% of sales, for the same period last
year. The decrease is the result of higher materials and labor costs in
the current year. 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 six months ended June 30, 2003 were
$964,500 or 43% of sales, compared to $925,846 or 49% 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 six months ended June 30, 2003
were $112,478 or 5% of sales, compared to $89,258 or 5% of sales for the
same period last year. The increase is due to reclassification of
salaries, and increases in audit and accounting expense.
Research and development expenses for the six months ended June 30, 2003
were $18,942 or .8% of sales, compared to $7,650 or .4% of sales, for the
same period last year. The increase is due to the addition of engineering
staff.
The net income for the six months ended June 30, 2003 was $185,722 compared
to net income of $136,050 for the same period last year. The increase is
the result of the items discussed above.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working capital as of June 30, 2003 was $695,955 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 June 30, 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 six months ended
June 30, 2003, compared to $6,600 for the same period in 2002. No material
purchase or capital commitments exist at June 30, 2003.
The Company's backlog as of June 30, 2003 was $503,321 compared to
$1,535,600 for the same period ended in 2002. The decrease in backlog is
the result of $1.5 million in orders from Snap On Corporation for
automotive trainers that were shipped to the Venezuelan government from
September of 2002 to February of 2003.
-9-
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.
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.
The annual meeting of the stockholders of Megatech Corporation was held on
May 12, 2003. Vahan Basmajian, Varant Basmajian, Henry Ingwersen, Ralph
Hawes, and Dennis Humphrey were reelected directors of the corporation.
The vote for was 3,093,442; against 4,600; and obstain 37,815. Sullivan
Bille P.C. was reelected as independent auditors for the corporation for
the current fiscal year. The vote for was 3,092,942; against 4,100; and
obstain 37,815.
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-KNone
-10-
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)
August 5, 2003 /s/ Vahan V. Basmajian
- -------------- --------------------------------
Date Vahan V. Basmajian
President, Treasurer
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;
-11-
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
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.
August 5, 2003 /s/ Vahan V Basmajian
- -------------- --------------------------------
Vahan V. Basmajian
President, Treasurer & Chairman
of the Board
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