SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter January 31, 2001 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 70809-4115 (Address of principal executive offices) Registrant's telephone number, including area code: (225) 298-0300 Indicate by check mark whether the registrant (1) has filed all reports 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) had been subject to such filing requirements for the past 90 days. YES [X] NO[ ] Indicate the number of shares outstanding of each of the insurer's classes of common stock, as of the latest practicable date. 1,950,000 shares of common stock, $.001 par value, (the issuer's only class of common stock), were outstanding as of March 9, 2001. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. VarTech Systems Inc. and Subsidiaries Balance Sheets January 31, July 31, 2001 2000 Unaudited Audited ------------ ------------ ASSETS Current Assets Cash and cash equivalents $ 13,652 $ 15,138 Accounts receivable - trade 752,134 500,918 Accounts receivable - other 1,801 2,359 Accounts receivable - shareholder 53,290 22,500 Inventory 362,368 201,685 Prepaid expenses 2,596 Deferred income taxes 5,595 8,502 ------------ ------------ Total current assets 1,191,436 751,102 Furniture and equipment 524,934 523,445 Leasehold improvements 12,145 12,145 Less: Accumulated depreciation (267,307) (223,407) Deposits 114,988 114,988 ------------ ------------ Total assets $ 1,576,196 $ 1,178,273 ============ ============ VarTech Systems Inc. and Subsidiaries Balance Sheets January 31, July 31, 2001 2000 Unaudited Audited ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable - credit lines $ 442,432 $ 344,074 Accounts payable 299,388 199,616 Other accrued expenses 149,267 90,300 ------------ ------------ Total current liabilities 891,087 633,990 Deferred income taxes 37,903 31,007 ------------ ------------ Total liabilities 928,990 664,997 Common stock, 100,000,000 shares, $.001 par authorized; 2,100,000 shares issued; 1,950,000 shares outstanding 2,100 2,100 Capital in excess of par value 704,761 704,761 Treasury stock; 150,000 common stock shares (150,000) (150,000) Retained earnings (deficit) 90,345 (43,585) ------------ ------------ Total stockholders' equity 647,206 513,276 Total liabilities and stockholders' equity $ 1,576,196 $ 1,178,273 ============ ============ VarTech Systems Inc. and Subsidiaries Statements of Income (Unaudited) Quarter Ended Six Months Ended January 31, January 31, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Sales $1,577,822 $1,762,310 $3,245,045 $3,416,599 Cost of sales 842,429 991,836 1,715,075 1,903,148 ---------- ---------- ---------- ---------- Gross profit 735,393 770,474 1,529,970 1,513,451 Operating expenses 630,725 796,758 1,324,787 1,474,470 ---------- ---------- ---------- ---------- Income (loss) from continuing operations 104,668 (26,284) 205,183 38,981 Gain from settlement of debt 105,267 105,267 ---------- ---------- ---------- ---------- Net income before income taxes 104,668 78,983 205,183 144,248 Income taxes 35,221 71,254 ---------- ---------- ---------- ---------- Net income $ 69,447 $ 78,983 $ 133,929 $ 144,248 Basic and diluted net income per common share $ .04 $ .04 $ .07 $ .07 Weighted average number of common shares outstanding: Basic 1,950,000 2,100,000 1,950,000 2,100,000 Diluted 1,990,833 2,100,000 1,990,833 2,100,000 VarTech Systems Inc. and Subsidiaries Statements of Cash Flows (Unaudited) Quarter Ended Six Months Ended January 31, January 31, 2001 2000 2001 2000 --------- --------- --------- --------- Cash flows from operating activities Net income $ 69,447 $ 78,983 $ 133,929 $ 144,248 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 21,950 15,450 43,900 30,450 Gain from settlement of debt (105,267) (105,267) Deferred income taxes 4,901 9,803 Changes in operating assets and liabilities: Decrease (increase) in assets Accounts receivable (88,752) 31,469 (250,657) (97,605) Inventory (5,082) 2,862 (160,683) 51,661 Other assets (2,596) (61,883) (2,596) (57,973) Increase (decrease) in liabilities Accounts payable 9,000 31,291 99,773 1,358 Accrued expenses 31,240 (12,034) 58,967 (2,888) Deferred revenue (25,000) Deferred lease expense (322) (322) --------- --------- --------- --------- Net cash provided by (used in) operating activities 40,108 (44,451) (67,564) (36,338) --------- --------- --------- --------- Cash flows from investing activities Purchase of property and equipment (950) (21,760) (19,508) Net increase in account receivable - shareholder (2,290) (30,790) Proceeds from sale of furniture 20,270 20,270 and equipment --------- --------- --------- --------- Net cash provided by (used in) investing activities 17,980 (950) (32,280) (19,508) --------- --------- --------- --------- Cash flows from financing activities Net (payments on) proceeds from lines of credit (52,387) 6,051 98,358 1,492 Net increase in stockholder loan 61,883 61,883 --------- --------- --------- --------- Net cash (used in) provided by financing activities (52,387) 67,934 98,358 63,375 --------- --------- --------- --------- Net increase (decrease) in cash and cash equivalents 5,701 22,533 (1,486) 7,529 Cash and cash equivalents, beginning of period 7,951 14,456 15,138 29,460 --------- --------- --------- --------- Cash and cash equivalents, end of period $ 13,652 $ 36,989 $ 13,652 $ 36,989 ========= ========= ========= ========= ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS THREE MONTHS ENDED JANUARY 31, 2001 COMPARED TO JANUARY 31, 2000 The Company's revenues decreased by 10.5% to $1,577,822 in the second quarter of fiscal 2001 as compared to $1,762,310 in the second quarter of fiscal 2000. The Company decided during the first quarter of fiscal 2001 to continue to reduce its sales in the solutions and integration unit due to the lack of qualified technical personnel available in its market area. The Company will continue to operate this unit for a few select customers and for inhouse support. Additionally, the Company's network division is generating revenue at a rate of approximately 50% of last fiscal year's volume. This results from a concentration and consolidation in this division to primarily the Ireland and United Kingdom markets. For the foreseeable future, the Company's focus for this division will continue to be in these areas. During the second quarter of fiscal 2001, the Company's displays division continued delivering its new product line which has increased sales over 40% in the first six months of fiscal 2001. The Company continues to see significant progress in this area with it being the Company's primary focus for the future, representing over 80% of its sales volume. Gross profit of $735,393 for the second quarter ended January 31, 2001 represented 46.6% of sales as compared to $770,474 which represented 43.7% of sales in the same period ended January 31, 2000. The Company's income from continuing operations for the second quarter ended January 31, 2001 was $104,668 as compared to a loss of $26,284 in the same period last fiscal year. This was due to greater profit margins and a reduction in operating expenses as a percentage of sales. SIX MONTHS ENDED JANUARY 31, 2001 COMPARED TO JANUARY 31, 2000 The Company's revenues were $3,245,045 for the six months ended January 31, 2001 as compared to $3,416,599 for the six months ended January 31, 2000. Gross profit of $1,529,970 for the six months ending January 31, 2001 represented 47.1% of sales as compared to $1,513,451 which represented 44.3% of sales in the same period ended January 31, 2000. The Company's net income before income taxes for the six months ending January 31, 2001 was $205,183 as compared to $144,248 in the same period last fiscal year with last year's income including a one-time gain of $105,267. LIQUIDITY AND CAPITAL RESOURCES The Company has lines of credit totaling $550,000 which it uses for short-term borrowing to acquire inventory and finance accounts receivable. On January 31, 2001, the outstanding balance on these lines was $442,432. The lines of credit and current assets of $1,191,436 are deemed sufficient to fund operations for the next twelve months. As of January 31, 2001, the Company had $107,568 available under the lines of credit. VARTECH SYSTEMS INC. AND SUBSIDIARIES NOTES TO UNAUDITED FINANCIAL STATEMENTS JANUARY 31, 2001 General The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures made herein are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary to a fair statement of the results of operations for the periods presented have been made. PART II. OTHER INFORMATION ITEM 1 THROUGH 3. 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 (a) NONE (b) NONE SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VARTECH SYSTEMS INC. (Registrant) DATE: March 9, 2001 C. Wayne Prater President and Chief Executive Officer signed/s/ C. Wayne Prater EXHIBIT INDEX EXHIBIT METHOD OF FILING - ---------- ------------------------------ 27. Financial Data Schedule Filed herewith electronically