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 April 30, 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 June 8, 2001. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. VarTech Systems Inc. and Subsidiaries Balance Sheets April 30, July 31, 2001 2000 Unaudited Audited ------------ ------------ ASSETS Current Assets Cash and cash equivalents $ 46,567 $ 15,138 Accounts receivable - trade 857,867 500,918 Accounts receivable - other 2,226 2,359 Accounts receivable - shareholder 53,290 22,500 Inventory 344,911 201,685 Prepaid expenses 986 Deferred income taxes 4,141 8,502 ------------ ------------ Total current assets 1,309,988 751,102 ------------ ------------ Furniture and equipment 524,934 523,445 Leasehold improvements 12,145 12,145 Less: Accumulated depreciation (287,873) (223,407) ------------ ------------ 249,206 312,183 ------------ ------------ Deposits 14,988 114,988 ------------ ------------ Total assets $ 1,574,182 $ 1,178,273 ============ ============ VarTech Systems Inc. and Subsidiaries Balance Sheets April 30, July 31, 2001 2000 Unaudited Audited ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable - credit lines $ 389,810 $ 344,074 Accounts payable 354,885 199,616 Other accrued expenses 147,359 90,300 ------------ ------------ Total current liabilities 892,054 633,990 Deferred income taxes 41,351 31,007 ------------ ------------ Total liabilities 933,405 664,997 ------------ ------------ 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) 83,916 (43,585) ------------ ------------ Total stockholders' equity 640,777 513,276 ------------ ------------ Total liabilities and stockholders' equity $ 1,574,182 $ 1,178,273 ============ ============ VarTech Systems Inc. and Subsidiaries Statements of Income (Unaudited) Quarter Ended Nine Months Ended April 30, April 30, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Sales $1,831,948 $1,695,038 $5,076,992 $5,111,637 Cost of sales 1,114,651 955,646 2,829,726 2,858,794 ---------- ---------- ---------- ---------- Gross profit 717,297 739,392 2,247,266 2,252,843 Operating expenses 720,469 686,794 2,045,256 2,161,264 ---------- ---------- ---------- ---------- (Loss) income from continuing operations (3,172) 52,598 202,010 91,579 Gain from settlement of debt 105,267 ---------- ---------- ---------- ---------- Net income before income taxes (3,172) 52,598 202,010 196,846 Income taxes 3,256 74,509 ---------- ---------- ---------- ---------- Net income (loss) $ (6,428) $ 52,598 $ 127,501 $ 196,846 Basic and diluted net income per common share .00 .03 .06 .10 Weighted average number of common shares outstanding: Basic 1,950,000 1,950,000 1,950,000 1,950,000 Diluted 1,990,833 1,988,750 1,990,833 1,988,750 VarTech Systems Inc. and Subsidiaries Statements of Cash Flows (Unaudited) Quarter Ended Nine Months Ended April 30, April 30, 2001 2000 2001 2000 --------- --------- --------- --------- Cash flows from operating activities Net Income $ (6,428) $ 52,598 $ 127,501 $ 196,846 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 20,566 6,750 64,466 37,200 Gain from settlement of debt (105,267) Deferred income taxes 4,901 14,707 Changes in operating assets and liabilities: Decrease (increase) in assets Accounts receivable (106,158) 122,431 (356,816) 24,826 Inventory 17,457 (53,162) (143,226) (1,501) Other assets 101,610 63,533 99,014 5,560 Increase (decrease) in liabilities Accounts payable 55,497 80,493 155,269 81,851 Accrued expenses (1,908) 2,404 57,058 (484) Deferred lease expense (161) (483) --------- --------- --------- --------- Net cash provided by (used in) operating activities 85,537 274,886 17,973 238,548 --------- --------- --------- --------- Cash flows from investing activities Purchase of furniture and equipment (21,760) (19,508) Net increase in account receivable - shareholder (95,602) (30,790) (95,602) Proceeds from sale of furniture and equipment 20,270 --------- --------- --------- --------- Net cash (used in) provided by investing activities (95,602) (32,280) (115,110) --------- --------- --------- --------- Cash flows from financing activities Net (payments on) proceeds from lines of credit (52,622) (538) 45,736 954 Payments on stockholder loan (61,883) Purchase of treasury stock (150,000) (150,000) --------- --------- --------- --------- Net cash (used in) provided by financing activities (52,622) (212,421) 45,736 (149,046) --------- --------- --------- --------- Net increase (decrease) in cash and cash equivalents 32,915 (33,137) 31,429 (25,608) Cash and cash equivalents, beginning of period 13,652 36,989 15,138 29,460 --------- --------- --------- --------- Cash and cash equivalents, end of period $ 46,567 $ 3,852 $ 46,567 $ 3,852 ========= ========= ========= ========= ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS THREE MONTHS ENDED APRIL 30, 2001 COMPARED TO APRIL 30, 2000 The Company's revenues increased to $1,831,948 in the third quarter of fiscal 2001 as compared to $1,695,038 in the third quarter of fiscal 2000. This revenue increase is due to additions to the Company's sales team and effective marketing of its new product lines. Gross profit of $717,297 for the third quarter ended April 30, 2001 represented 39.2% of sales as compared to $739,392 which represented 43.6% of sales in the same period ended April 30, 2000. The decrease in profit margin is due to a higher percentage of market driven new product and flat panel sales which have lower margins than remanufactured and repair sales. The Company's pretax operating loss in the third quarter of fiscal 2001 was $3,172 as compared to operating income of $52,598 in the same period of fiscal 2000. The loss for the third quarter of fiscal 2001 includes a $100,000 charge for outside consultant financial planning and advisory services. NINE MONTHS ENDED APRIL 30, 2001 COMPARED TO APRIL 30, 2000 The Company's revenues were $5,076,992 for the nine months ended April 30, 2001 as compared to $5,111,637 for the nine months ended April 30, 2000. Gross profit of $2,247,266 for the nine months ended April 30, 2001 represented 44.2% of sales as compared to $2,252,843 which represented 44.1% of sales in the same period ended April 30, 2000. The Company's net income before income taxes for the nine months ended April 30, 2001 was $202,010 as compared to income of $196,846 for the same period of the previous year, which included a gain of $105,267 from a settlement of debt in fiscal 2000. Pretax net income for the nine months ended April 30, 2001 reflects a $100,000 charge for outside consultant financial planning and advisory services. LIQUIDITY AND CAPITAL RESOURCES The Company has lines of credit totaling $600,000 which it uses for short-term borrowing to acquire inventory and finance accounts receivable. On April 30, 2001, the outstanding balance on these lines was $389,810. The lines of credit and its current assets of $1,309,988 are deemed sufficient to fund operations for the next twelve months. As of April 30, 2001, the Company had $210,190 available under the lines of credit. VARTECH SYSTEMS INC. AND SUBSIDIARIES NOTES TO UNAUDITED FINANCIAL STATEMENTS APRIL 30, 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: June 8, 2001 C. Wayne Prater President and Chief Executive Officer signed/s/ C. Wayne Prater