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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 September 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
October 29, 2003.
MEGATECH CORPORATION
--------------------
QUARTERLY REPORT FORM 10-Q
SEPTEMBER 30, 2003
PART 1. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. Financial Statements (Unaudited) Page
----
Balance Sheet - September 30, 2003 and December 31, 2002 3
Statement of Operations- for the quarter and nine months 4
ended September 30, 2003 and September 30, 2002
Statement of Cash Flows- for the nine months ended 5
September 30, 2003 and September 30, 2002
Notes to Financial Statements- September 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
- --------------------------
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
Exhibits 12
-2-
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MEGATECH CORPORATION
BALANCE SHEET
SEPT. 30, 2003 DEC. 31, 2002
(UNAUDITED) (AUDITED)
-------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 250,858 $ 30,327
Accounts receivable:
Trade 199,905 146,482
Other 8,216 8,643
Inventories 468,753 839,753
Prepaid expenses 14,639 52
---------- ----------
Total current assets 942,371 1,025,257
Property and equipment, net 71,108 83,566
Other assets 7,666 7,666
---------- ----------
Total Assets $1,021,145 $1,116,489
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable - line of credit $ 0 $ 100,000
Accounts payable - trade 51,116 218,508
Accrued liabilities 74,303 79,116
Customer advance payments 70,080 90,109
Current portion of long-term debt 0 34,375
---------- ----------
Total current liabilities 195,499 522,108
---------- ----------
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 (3,254,245) (3,485,350)
---------- ----------
Total stockholders' equity 825,646 594,381
---------- ----------
Total liabilities and stockholders' equity $1,021,145 $1,116,489
========== ==========
See notes to financial statements.
-3-
MEGATECH CORPORATION
STATEMENT OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED QUARTER ENDED
SEPT. 30, 2003 SEPT. 30, 2002 SEPT. 30, 2003 SEPT. 30, 2002
-------------- -------------- -------------- --------------
Sales $2,791,650 $2,709,884 539,586 803,495
Cost of sales 1,218,501 1,059,864 247,669 320,316
---------- ---------- --------- ---------
Gross profit 1,573,149 1,650,020 291,917 483,179
---------- ---------- --------- ---------
Operating expenses:
Selling 1,147,873 1,339,537 183,373 413,691
General and administrative 161,268 133,066 48,790 43,808
Research and development 22,837 12,377 3,895 4,727
---------- ---------- --------- ---------
Total operating expenses 1,331,978 1,484,980 236,058 462,226
---------- ---------- --------- ---------
Income from operations 241,171 165,040 55,859 20,953
---------- ---------- --------- ---------
Other income (expense):
Interest income 1,987 2,134 501 2,134
Interest expense (1,633) (8,584) (500) (713)
Other income (expense) 507 (40) 0 126
---------- ---------- --------- ---------
Other income (expense), net 861 (6,490) 1 1,547
---------- ---------- --------- ---------
Income before provision for
income taxes $ 242,032 $ 158,550 $ 55,860 $ 22,500
State income taxes (10,927) 0 (10,477) 0
---------- ---------- --------- ---------
Net income $ 231,105 $ 158,550 $ 45,383 $ 22,500
========== ========== ========= =========
Net income per share - basic and diluted $ 0.059 $ 0.041 $ 0.012 $ 0.006
========== ========== ========= =========
Weighted average number of common
shares outstanding 3,886,907 3,853,452 3,886,958 3,860,558
========== ========== ========= =========
See notes to financial statements.
-4-
MEGATECH CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED
SEPT. 30, 2003 SEPT. 30, 2002
-------------- --------------
Cash flows from operating activities:
Net income $231,105 $158,550
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 17,433 17,101
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 (52,996) 116,009
Prepaid expenses (14,587) (1,301)
Inventories 371,000 (232,419)
Accounts payable- trade (167,392) 89,122
Accrued liabilities (4,813) 14,160
Customer advance payments (20,029) 0
-------- --------
Net cash provided by operating activities 361,051 164,822
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (6,145) (38,306)
-------- --------
Net cash used in investing activities (6,145) (38,306)
-------- --------
Cash flows from financing activities:
Payments on line of credit, net (100,000) 0
Payments on long term debt (34,375) (3,125)
-------- --------
Net cash used in financing activities (134,375) (3,125)
-------- --------
Net increase in cash and cash equivalents 220,531 123,391
Cash & cash equivalents, beginning of period 30,327 64,138
-------- --------
Cash & cash equivalents, end of period $250,858 $187,529
======== ========
See notes to financial statements.
-5-
MEGATECH CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 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.
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.
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.
-6-
4 INVENTORIES
-----------
Inventories consisted of the following:
SEPT. 30, 2003 DEC. 31, 2002
-------------- -------------
Raw materials $298,711 $248,588
Work in process 7,245 31,765
Finished goods 162,797 559,400
-------- --------
$468,753 $839,753
======== ========
5 PROPERTY AND EQUIPMENT
----------------------
Property and equipment consisted of the following:
SEPT. 30, 2003 DEC. 31, 2002
-------------- -------------
Machinery and equipment $ 21,207 $ 16,391
Office equipment 49,073 48,573
Leasehold improvements 71,052 70,226
Automobiles 60,375 63,175
-------- --------
Total 201,707 198,365
Less accumulated depreciation 130,599 114,799
-------- --------
Property and equipment - net $ 71,108 $ 83,566
======== ========
6 LONG-TERM DEBT
--------------
Long-term debt of $34,375 classified as current at December 31, 2002
was paid off during the period ended September 30, 2003. Interest was
paid quarterly and the outstanding principal balance originally due
June 2001 was extended to September 2003.
7 MAJOR CUSTOMER INFORMATION
--------------------------
For the period ended September 30, 2003 and 2002, sales to three and
one unrelated sales representative comprised 93% and 92% of total
sales, respectively.
-7-
ITEM 2.
MEGATECH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS FOR THE QUARTER AND NINE
MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
RESULTS OF OPERATIONS
---------------------
Quarter Ended September 30, 2003 compared to quarter ended September 30, 2002
Sales for the quarter ended September 30, 2003 were $539,586, compared to
$803,495 for the same quarter last year. The decrease was primarily due to
a decrease in international sales. Domestic sales in the quarter ended
September 30, 2003 were $412,015 or 76% of total sales, compared to
$474,312 or 59% of total sales for the same period last year. International
sales in the quarter ended September 30, 2003 were $127,571 or 24% of total
sales, compared to $329,183 or 41% 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 September 30, 2003 was $291,917 or 54%
of sales, compared to $483,179 or 60% of sales, for the same quarter last
year. The decrease as a percentage of sales 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 September 30, 2003
were $183,373 or 34% of sales, compared to $413,691 or 51% of sales for the
same period last year. Major changes compared to the prior year include a
decrease in commission expense from 38% to 21%, and a decrease in salaries
due to staffing changes.
General and administrative expenses for the quarter ended September 30,
2003 were $48,790 or 9% of sales, compared to $43,808 or 5% of sales for
the same period last year. The increase is due to increases in salaries and
repairs and maintenance.
Research and development expenses for the quarter ended September 30, 2003
were relatively flat at $3,895 or .7% of sales, compared to $4,727 or .6%
of sales, for the same quarter last year.
The net income for the quarter ended September 30, 2003 was $45,383
compared to net income of $22,500 for the same quarter last year. The
increase is the result of the items discussed above.
-8-
Nine Months Ended September 30, 2003 compared to nine months ended
September 30, 2002
Sales for the nine months ended September 30, 2003 were $2,791,650 compared
to $2,709,884 for the same period last year. The increase was due to an
increase in domestic sales. Domestic sales in the nine months ended
September 30, 2003 were $1,388,251 or 50% of total sales, compared to
$952,282 or 35% of total sales for the same period last year. International
sales in the nine months ended September 30, 2003 were $1,403,399 or 50% of
total sales, compared to $1,757,602 or 65% of total sales for the same
period last year. Sales to Snap On Corporation for the period represented
71% of total sales compared to 92% in the prior period.
Gross profit for the nine months ended September 30, 2003 was $1,573,149 or
56% of sales, compared to $1,650,020 or 61% of sales, for the same period
last year. The decrease in gross profit as a percentage of sales is the result
of higher materials and labor costs in the current period. 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 nine months ended September 30, 2003
were $1,147,873 or 41% of sales, compared to $1,339,537 or 49% of sales for
the same period last year. The decrease is due to fixed selling expenses
which did not increase with an increase in sales as well as decreases in
salaries and commission expense.
General and administrative expenses for the nine months ended September 30,
2003 were $161,268 or 6% of sales, compared to $133,066 or 5% of sales for
the same period last year. The increase is due to allocation of salaries,
and increases in audit and accounting expense.
Research and development expenses for the nine months ended September 30,
2003 were $22,837 or .8% of sales, compared to $12,377 or .5% of sales, for
the same period last year. The increase is due to the addition of
engineering staff.
The net income for the nine months ended September 30, 2003 was $231,105
compared to net income of $158,550 for the same period last year. The
increase is the result of the items discussed above.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working capital as of September 30, 2003 was $746,872 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 $500,000,
increased from $275,000 in September, 2003. At September 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 cash requirements for the next twelve
months.
Capital expenditures totaled approximately $6,100 for the nine months ended
September 30, 2003, compared to $38,300 for the same period in 2002. No
material purchase or capital commitments exist at September 30, 2003.
The Company's backlog as of September 30, 2003 was $240,723 compared to
$1,481,149 for the same period ended in 2002. The decrease in backlog is
the result of approximately $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.
Item 5. Other Information: None.
Item 6. Exhibits and Reports on Form 8-K:
The following exhibits are filed herewith:
31.1 Certification of Chief Executive Officer under
Sarbanes-Oxley Section 302(a)
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
Reports on Form 8-K None
-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)
October 29, 2003 /s/ Vahan V. Basmajian
- ---------------- ----------------------
Date Vahan V. Basmajian
President, Treasurer
-11-