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, 2003 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 11, 2003. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. VarTech Systems Inc. Balance Sheets April 30, July 31, 2003 2002 (Unaudited) (Audited) ------------ ------------ ASSETS Current Assets Cash and cash equivalents $ 119,318 $ 33,531 Accounts receivable - trade 904,451 667,554 Inventory 736,458 796,864 ------------ ------------ Total current assets 1,760,227 1,497,949 ------------ ------------ Furniture and equipment 411,790 404,233 Leasehold improvements 12,145 12,145 Less: Accumulated depreciation (373,508) (316,027) ------------ ------------ 50,427 100,351 ------------ ------------ Deposits 7,000 7,000 ------------ ------------ Total assets $ 1,817,654 $ 1,605,300 ============ ============ VarTech Systems Inc. Balance Sheets April 30, July 31, 2003 2002 (Unaudited) (Audited) ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable - credit lines $ 251,429 $ 331,931 Accounts payable 442,329 276,693 Income tax payable 57,794 65,759 Other accrued expenses 97,367 104,287 ------------ ------------ Total current liabilities 848,919 778,670 Deferred income taxes 6,914 10,346 ------------ ------------ Total liabilities 855,833 789,016 ------------ ------------ Preferred stock, 1,000,000 shares, $.01 par authorized, no shares issued - - 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 shares at cost (150,000) (150,000) Retained earnings 404,960 259,423 ------------ ------------ Total stockholders' equity 961,821 816,284 ------------ ------------ Total liabilities and stockholders' equity $ 1,817,654 $ 1,605,300 ============ ============ VarTech Systems Inc. Statements of Income (Unaudited) Quarter Ended Nine Months Ended April 30, April 30, 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Sales $1,969,460 $1,684,030 $5,791,025 $4,752,951 Cost of sales 1,187,733 933,869 3,464,906 2,446,334 ---------- ---------- ---------- ---------- Gross profit 781,727 750,161 2,326,119 2,306,617 Expenses 726,296 730,165 2,087,282 2,097,081 ---------- ---------- ---------- ---------- Net income before income taxes 55,431 19,996 238,837 209,536 Income taxes 22,294 5,533 93,302 83,301 ---------- ---------- ---------- ---------- Net income $ 33,137 $ 14,463 $ 145,535 $ 126,235 Basic and diluted net income per common share .02 .01 .08 .07 Weighted average number of common shares outstanding: Basic 1,950,000 1,950,000 1,950,000 1,950,000 Diluted 1,950,000 1,950,000 1,950,000 1,950,000 VarTech Systems Inc. Statements of Cash Flows (Unaudited) Quarter Ended Nine Months Ended April 30, April 30, 2003 2002 2003 2002 --------- --------- --------- --------- Cash flows from operating activities Net Income $ 33,137 $ 14,463 $ 145,536 $126,235 Adjustments to net cash provided by (used in) operating activities: Depreciation 18,500 21,975 57,481 61,750 Deferred income taxes (1,144) (3,609) (3,432) (10,827) Changes in operating assets and liabilities: Decrease (increase) in assets Accounts receivable (268,235) 27,608 (236,897) 34,420 Inventory 52,176 (217,016) 60,406 (341,165) Other assets - 4,500 - 4,500 Increase (decrease) in liabilities Accounts payable 143,673 76,675 165,636 171,254 Other accrued expenses 8,956 29,336 (6,920) (15,703) Income tax payable 2,438 (21,259) (7,964) 34,715 --------- --------- --------- -------- Net cash provided by (used in) operating activities (10,499) (67,327) 173,846 65,179 --------- --------- --------- -------- Cash flows from investing activities Purchase of property and equipment - (100) (7,557) (2,510) Net increase in loan receivable - (97,320) - (97,320) --------- --------- --------- -------- Net cash used in investing activities - (97,420) (7,557) (99,830) --------- --------- --------- -------- Cash flows from financing activities Net (payments on) proceeds from lines of credit - 148,184 (80,502) 45,042 --------- --------- --------- -------- Net cash (used in) provided by financing activities - 148,184 (80,502) 45,042 --------- --------- --------- -------- Net increase (decrease) in cash and cash equivalents (10,499) (16,563) 85,787 10,391 Cash and cash equivalents, beginning of period 129,817 105,760 33,531 78,806 --------- --------- --------- -------- Cash and cash equivalents, end of period $ 119,318 $ 89,197 $119,318 $89,197 ========== ========= ========= ======== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS DISCONTINUED OPERATIONS In the fourth quarter of fiscal year ended July 2002, the company discontinued operations of the Consulting and Network segments. Revenue and pretax net loss for these discontinued segments totaled $56,307 and $51,038, respectively, for the quarter ended April 30, 2002. For the nine months ended April 30, 2002, revenue and pretax net loss of the discontinued segments totaled $309,610 and $58,331, respectively. THREE MONTHS ENDED APRIL 30, 2003 COMPARED TO APRIL 30, 2002 The Company's revenues increased to $1,969,460 in the third quarter of fiscal 2003 as compared to $1,684,030 in the third quarter of fiscal 2002. This revenue increase is due to the continued increased sales of new products. Gross profit of $781,727 for the third quarter ended April 30, 2003 represented 39.7% of sales as compared to $750,161 which represented 44.5% of sales in the same period ended April 30, 2002. The decrease in profit margin is due to an increase in display sales of new products which has a lower margin than repairs and remanufacture. The Company's pretax operating income in the third quarter of fiscal 2003 was $55,431 as compared to pretax income of $19,996 in the same period of fiscal 2002. NINE MONTHS ENDED APRIL 30, 2003 COMPARED TO APRIL 30, 2002 The Company's revenues were $5,791,025 for the nine months ended April 30, 2003 as compared to $4,752,951 for the nine months ended April 30, 2002. Gross profit of $2,326,119 for the nine months ended April 30, 2003 represented 40.2% of sales as compared to $2,306,617 which represented 48.5% of sales in the same period ended April 30, 2002. The Company's net income before income taxes for the nine months ended April 30, 2003 was $238,837 as compared to income of $209,536 for the same period of the previous year. LIQUIDITY AND CAPITAL RESOURCES The Company has lines of credit totaling $750,000 which it uses for short-term borrowing to acquire inventory and finance accounts receivable. On April 30, 2003, the outstanding balance on these lines was $251,429. The lines of credit and its current assets of $1,760,227 are deemed sufficient to fund operations for the next twelve months. As of April 30, 2003, the Company had $498,571 available under the lines of credit. VARTECH SYSTEMS INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS APRIL 30, 2003 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 11, 2003 C. Wayne Prater President and Chief Executive Officer signed/s/ C. Wayne Prater