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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-27102
ROMTECH, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2694937
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2000 Cabot Boulevard West, Suite 110
Langhorne, PA 19047-1833
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(address of Principal executive offices)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: 215-750-6606
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NOT APPLICABLE
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(Former name, former address and former
fiscal year, if changed since last report.)
Check whether the issuer (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 ( X ) NO ( )
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES ( ) NO ( )
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 9,506,200 shares of common
stock, no par value per share, as of November 5, 1998.
Transitional Small Business Disclosure Format (check one):
YES ( ) NO ( X )
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ROMTECH, INC.
INDEX
Page
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Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheet as of September 30, 1998.................. 3
Consolidated Statements of Operations for the three months ended
September 30, 1998 and 1997...................................... 4
Consolidated Statements of Cash Flows for the three months ended
September 30, 1998 and 1997 ..................................... 5
Notes to Consolidated Financial Statements........................... 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................. 8-11
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds............................ 12
Item 6. Exhibits and Reports on Form 8-K..................................... 12
Signatures ..................................................................... 13
Exhibit Index ..................................................................... 14
Exhibits .....................................................................
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ROMTECH, INC.
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
SEPTEMBER 30,
1998
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ASSETS
Current assets:
Cash and cash equivalents $ 1,027,624
Restricted cash 16,783
Accounts receivable, net of allowance for doubtful
accounts of $167,977 2,514,772
Inventory 745,596
Prepaid expenses 212,713
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Total current assets 4,517,488
Furniture and equipment, net 310,991
Goodwill and other assets 606,548
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Total assets $ 5,435,027
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 273,787
Accounts payable 871,098
Accrued expenses 619,870
Capital lease obligations 9,462
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Total current liabilities 1,774,217
Capital lease obligations net of current portion 37,717
Notes payable-long term portion 255,664
Convertible subordinated debt 150,000
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Total liabilities 2,217,598
Stockholders' equity:
Common stock, no par value (40,000,000 shares
authorized: 9,506,200 issued and outstanding) 8,389,826
Additional paid in capital 1,148,550
Accumulated other comprehensive income 6,412
Accumulated deficit (6,327,359)
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Total stockholders' equity 3,217,429
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Total liabilities and stockholders' equity $ 5,435,027
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See accompanying notes to the consolidated financial statements.
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ROMTECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30,
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1998 1997
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Net sales $2,506,200 $1,535,558
Cost of sales 880,577 613,796
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Gross profit 1,625,623 921,762
Operating expenses:
Product development 205,667 86,571
Selling, general and administrative 979,642 656,285
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Total operating expenses 1,185,309 742,856
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Operating income 440,314 178,906
Interest expense, net 10,649 11,426
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Income before taxes 429,665 167,480
Provision for income taxes 26,300 1,165
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Net income 403,365 166,315
Accretion of beneficial conversion feature
on preferred stocks -0- 105,441
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Net income attributable to common stock $ 403,365 $ 60,874
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Net income per common share - basic $ 0.04 $ 0.01
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Net income per common share - diluted $ 0.04 $ 0.01
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Weighted average common shares outstanding - basic 9,442,329 7,246,939
========== ==========
Dilutive effect of common stock equivalents 164,508 107,948
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Weighted average common shares outstanding - diluted 9,606,837 7,354,887
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See accompanying notes to the consolidated financial statements.
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ROMTECH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30,
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1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 403,365 $ 166,315
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 85,354 40,000
Changes in items affecting operations net of effect
from acquired business:
Restricted cash 252 -0-
Accounts receivable (350,235) (241,014)
Prepaid expenses 4,975 (8,127)
Inventory 212,588 (56,681)
Accounts payable (286,762) 82,826
Accrued expenses 109,937 90,434
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Net cash provided by operating activities 179,474 73,753
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition costs, net of cash acquired (12,428) -0-
Purchase of furniture and equipment (22,368) (41,633)
Purchase of software rights and other assets (25,235) (87,533)
Loan to related party -0- 750
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Net cash used in investing activities (60,031) (128,416)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable (15,888) (9,427)
Repayment of lease obligations (30,581) (7,499)
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Net cash used in financing activities (46,469) (16,926)
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Effect of exchange rate changes on cash and cash equivalents 1,002 -0-
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Net increase/(decrease) in cash and cash equivalents 73,976 (71,589)
CASH AND CASH EQUIVALENTS:
Beginning of period 953,648 445,474
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End of period $1,027,624 $ 373,885
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SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 16,427 $ 14,561
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Cash paid for income taxes $ 20,800 $ 1,165
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NON CASH INVESTING AND FINANCING ACTIVITIES:
Financing agreements related to business insurance $ 105,800 $ - 0 -
========== =========
150,000 shares of common stock issued in
connection with acquisition $ 213,000 $ - 0 -
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See accompanying notes to the consolidated financial statements.
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ROMTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements
were prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The Notes to Consolidated Financial
Statements included in the Form 10-KSB for the fiscal year ended June 30, 1998
should be read in conjunction with the accompanying statements. These statements
include all adjustments the Company believes are necessary for a fair
presentation of the statements. The interim operating results are not
necessarily indicative of the results for a full year.
DESCRIPTION OF BUSINESS
RomTech, Inc. (the "Company"), a Pennsylvania corporation incorporated
in July 1992, develops, publishes, markets and sells a diversified line of
personal computer software primarily for consumer entertainment and small
office/home office applications. In October 1995, the Company completed its
initial public offering coincident with its acquisition of Applied Optical Media
Corporation ("AOMC"), a developer of educational and reference software titles.
In April 1996, the Company acquired Virtual Reality Laboratories, Inc. ("VRLI"),
a software developer of landscape generation, space exploration, scheduling and
business forms manipulation programs. In August 1998, the Company acquired all
of the outstanding stock of Software Partners Publishing and Distribution
Limited ("Software Partners"), a U.K. distributor of personal computer software
for consumer entertainment and small office/home office applications. As a
result of these acquisitions, together with the Company's own internal
development efforts, the Company offers software titles in the game,
personal/business productivity, education, reference and lifestyle markets for
use at home and in the office. The Company's product line enables it to serve
customers who are seeking a broad range of high-quality, value priced software.
CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Virtual Reality Laboratories, Inc.
and Software Partners. All inter-company balances and transactions have been
eliminated.
2. PREFERRED STOCK
During the quarter ended September 30, 1997, the Company amortized to
accumulated deficit $105,441 in the accretion of the beneficial conversion
feature of the Company's Class Two and Class Three Convertible Preferred Stock,
which negatively impacted the net income for that period. During the quarter
ended September 30, 1998, there was no Convertible Preferred Stock outstanding.
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ROMTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. ACQUISITION
On August 14, 1998, the Company acquired all of the outstanding shares
of Software Partners Publishing and Distribution Limited ("Software Partners"),
in exchange for 150,000 shares of the Company's Common Stock, valued at
approximately $213,000, which was the fair value of the Company's Common Stock
on the closing date of the acquisition. This acquisition was accounted for as a
purchase and the corresponding goodwill in the approximate amount of $308,000
will be amortized over five years. For the three months ended September 30, 1998
Software Partners contributed $301,000 in net sales and $105,000 in net income.
The following summarized unaudited pro-forma financial information gives
effect to the Software Partners' acquisition as though it had occurred on July
1, 1998, after giving effect to certain adjustments, primarily the elimination
of inter-company sales and amortization of goodwill expense. The pro-forma
financial information, which is for informational purposes only, is based upon
certain assumptions and estimates and does not necessarily reflect the results
that would have occurred had the acquisition taken place at the beginning of the
period presented, nor are they necessarily indicative of future consolidated
results.
ROMTECH, INC.
PRO-FORMA INFORMATION
THREE MONTHS ENDED
SEPTEMBER 30, 1998
Net sales $2,564,000
Net income $ 295,000
Net income per diluted share $ 0.03
4. COMPREHENSIVE INCOME
On July 1, 1998 the Company adopted SFAS 130, "Reporting Comprehensive
Income". This Statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. Comprehensive income is computed as follows:
THREE MONTHS ENDED
SEPTEMBER 30,
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1998 1997
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Net income $403,365 $60,874
Other comprehensive income:
Foreign currency translation adjustment 6,412 -0-
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Comprehensive income $409,777 $60,874
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5. COMMON STOCK
On October 23, 1998, the Company's Board of Directors authorized the
Company to purchase up to $1,000,000 of its shares of Common Stock in the Nasdaq
SmallCap Market. As of November 9, 1998, 8,400 shares at an approximate cost of
$14,000 had been acquired by the Company pursuant to the repurchase program.
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ROMTECH, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The accompanying consolidated financial statements as of September 30,
1998 include the accounts of RomTech, Inc., ("RomTech"), and its wholly owned
subsidiaries, Virtual Reality Laboratories, Inc. ("VRLI") and Software Partners
Publishing and Distribution Limited ("Software Partners").
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
Net sales for the three months ended September 30, 1998 were $2,506,000
compared to $1,536,000 for the three months ended September 30, 1997,
representing an increase of $970,000 or 63.2%. This increase resulted from an
increase of $1,181,000 in the sales of the Company's Galaxy of Games, Game
Master Series, Galaxy of Arcade, Galaxy of Home Office Help, VistaPro, and Fun
and Learning (the "Galaxy Software") brands, which were partially offset by a
decrease in sales of certain discontinued products of $211,000. The largest
contribution towards this $1,181,000 sales increase came from the Company's
"full release" software titles in the Game Master Series and Galaxy of Arcade
products, which combined for sales of $866,000 or 35% of net sales for the three
months ended September 30, 1998, compared to no sales of these products for the
same period last year. Software Partners, acquired in August 1998, accounted for
$301,000 in net sales for the three months ended September 30, 1998.
The Company primarily distributes its Galaxy Software products in North
America through a large national distributor, Slash Corporation ("Slash"), a
division of GT Interactive Software Corporation. The Company's product sales to
Slash accounted for 72% and 75% of the Company's net sales for the three months
ended September 30, 1998 and 1997, respectively. The Company believes that for
the year ending June 30, 1999, sales to Slash could account for 85% or more of
the Company's net sales. The Company's agreement with Slash does not specify
minimum purchase requirements and can be terminated at any time by Slash. In an
effort to diversify the Company's distribution channels, including distribution
via the Internet, the Company has added features to its existing website to
facilitate on-line orders and launched a new website offering downloadable demos
of the Company's products.
Cost of sales for the three months ended September 30, 1998 were
$881,000 compared to $614,000 for the three months ended September 30, 1997,
representing an increase of $267,000 or 43.5%. This increase resulted primarily
from increases in product costs of $90,000 attributable to increased unit
shipments, royalty costs of $82,000, provision for inventory obsolescence of
$19,000 and $66,000 for the inter-company profit elimination due to the
Company's inventory located at Software Partners' warehouse on the acquisition
date, which required adjustment down to the Company's consolidated product cost.
The Company's gross profit margin increased to 64.9% in the three months ended
September 30, 1998 from 60.0% for the three months ended September 30, 1997. The
primary causes of this increase were the increased sales derived from the high
margin Game Master Series, direct distribution in the United Kingdom through the
Company's wholly-owned subsidiary, Software Partners and overall cost reductions
due to higher volumes and improved contract manufacturing processes.
Product development expenses for the three months ended September 30,
1998 were $206,000 compared to $87,000 for the three months ended September 30,
1997, an increase of $119,000 or 136.8%. This increase was primarily due to an
increase in outside developer costs resulting from increased product development
efforts incurred to improve the Company's product offerings. The largest
component of the Company's increased development efforts reflects the Company's
transition from distributing primarily shareware-based software titles to
distributing a growing percentage of higher value "full release" software
titles, such as the Company's Game Master Series and Galaxy of Arcade products.
Also, significant internal efforts have been made to improve the quality
assurance component of the Company's development process.
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ROMTECH, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Selling, general and administrative expenses for the three months ended
September 30, 1998 were $980,000 compared to $656,000 for the three months ended
September 30, 1997, representing an increase of $324,000 or 49.4%. This increase
was primarily due to increases in marketing promotional costs of $100,000,
provision for bad debts of $63,000, depreciation and amortization costs of
$45,000, salary and related costs of $25,000, professional service costs of
$25,000, and supplies costs of $21,000.
Net interest expense for each of the three months ended September 30,
1998 and 1997 was $11,000.
LIQUIDITY AND CAPITAL RESOURCES
The financial information presented reflects the Company's financial position at
September 30, 1998.
As of September 30, 1998, the Company's cash and working capital
balances were $1,027,624 and $2,743,271, respectively. Cash provided by
operating activities for the quarters ended September 30, 1998 and 1997 were
$179,474 and $73,753, respectively. As indicated in the accompanying financial
statements, the Company's net income for the quarters ended September 30, 1998
and 1997 were $403,365 and $166,315 respectively, representing an increase of
$237,050, or 143%. This increase in net income resulted primarily from the
$703,861 increase in gross profit, which was partially reduced by the $442,453
increase in operating expenses.
Cash used in investing activities for the quarters ended September 30,
1998 and 1997 were $60,031 and $128,416, respectively. On August 14, 1998, the
Company acquired all of the outstanding shares of Software Partners, in exchange
for 150,000 shares of the Company's Common Stock valued at approximately
$213,000. Acquisition costs, net of cash received, were $12,428.
Cash used in financing activities for the quarters ended September 30,
1998 and 1997 were $46,469 and $16,926, respectively. During September 1998,
approximately $20,000 of capital leases were retired ahead of term.
On October 23, 1998, the Company's Board of Directors authorized the
Company to purchase up to $1,000,000 of its shares of Common Stock in the Nasdaq
SmallCap Market. As of November 9, 1998, 8,400 shares at an approximate cost of
$14,000 had been acquired by the Company pursuant to the repurchase program.
At September 30, 1998, the Company satisfied all aspects of its listing
agreement for the Nasdaq SmallCap Market. At September 30, 1998, the Company had
$2,914,710 in net tangible assets.
The Company's ability to continue to achieve positive cash flow depends
upon a variety of factors, including the timeliness and success of developing
and selling its products, the costs of developing, producing and marketing such
products and various other factors, some of which may be beyond the Company's
control. In the future, the Company's capital requirements will be affected by
each of these factors. The Company believes cash and working capital balances
will be sufficient to fund the Company's operations for the foreseeable future.
However, there can be no assurances that the Company will continue achieving a
positive cash flow or that additional financing will be available if and when
required or, if available, will be on terms satisfactory to the Company.
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ROMTECH, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
YEAR 2000
THE COMPANY'S STATE OF READINESS
The Company has reviewed its critical information systems for Year 2000
compliance. The compliance review revealed that all but one of the Company's
critical information systems are Year 2000 compliant due to the fact that most
of the Company's network hardware and operating systems are "off-the-shelf"
products from third parties with Year 2000 compliant versions. The one critical
information system needing an upgrade to become Year 2000 compliant will be
upgraded by December 31, 1998.
The Company has determined that there should be no Year 2000 issues for
the products it has already sold since the Company's products contain no date
sensitive software.
As part of the Company's Year 2000 compliance review, the Company is in
the process of contacting its primary vendors, distributors and customers to
determine the extent to which the Company is vulnerable to such third parties'
failure to address their Year 2000 compliance issues. The Company will continue
to work to obtain sufficient information and assurances from its significant
vendors, distributors and customers as part of its Year 2000 compliance review.
However, there can be no guarantee that third parties on which the Company's
business relies will adequately address their Year 2000 compliance issues nor is
there any guarantee that the failure by such third parties to adequately deal
with such issues would not have a material adverse effect on the Company and its
operations.
THE COST TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES
The Company estimates that the cost of its Year 2000 compliance review,
including the upgrading of its critical information systems, will be less than
$15,000 and is not expected to be material to the Company's financial position,
cash flow or results of operations.
THE RISKS ASSOCIATED WITH THE COMPANY'S YEAR 2000 COMPLIANCE
The Company believes that the risks associated with its own Year 2000
compliance primarily relates to the failure of third parties upon whom the
Company's business relies to timely address their Year 2000 issues. Failure by
third parties to adequately address their Year 2000 issues in a timely manner
could result in disruptions in the Company's supply of parts and materials,
late, missed or unapplied payments, temporary disruptions in order processing
and other general problems related to the Company's daily operations. While the
Company believes its Year 2000 compliance review procedures will adequately
address the Company's internal Year 2000 issues, until the Company receives
responses from all of its significant vendors, distributors and customers, the
overall risks associated with the Year 2000 issue remain difficult to accurately
describe and quantify, and there can be no guarantee that such uncertainty will
not have a material adverse effect on the Company's business, operating results
and financial position.
THE COMPANY'S CONTINGENCY PLAN
The Company has not, to date, implemented a Year 2000 contingency plan.
It is the Company's intention to devote whatever resources are necessary to
assure that all of its Year 2000 compliance issues are resolved. The Company
intends to develop and implement a contingency plan by the end of June 1999.
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ROMTECH, INC.
FORWARD-LOOKING STATEMENTS
This report contains statements that are forward-looking, as that term
is defined by the Private Securities Litigation Reform Act of 1995 and by the
Securities and Exchange Commission in rules, regulations and releases. These
statements include, but are not limited to, statements regarding: the projected
percentage of sales of the Company's products to Slash Corporation during the
1999 fiscal year; the Company's efforts in developing "full-release" software
titles; the sufficiency of the Company's cash and working capital balances to
fund the Company's operations in the future; and the Company's expectations and
cost estimates regarding its Year 2000 compliance efforts. All forward-looking
statements are based on current expectations regarding significant risk factors,
and the making of such statements should not be regarded as a representation by
the Company or any other person that the results expressed in this report will
be achieved.
The following important factors, among others, could cause the
Company's actual results to differ materially from those indicated by the
forward-looking statements contained in this report: the success of the Galaxy
branding strategy and market acceptance of the Company's Galaxy Series titles in
the United States and international markets; the allocation of adequate shelf
space for the Company's products in major retail chain stores; successful
sell-through results for the Company's products at retail stores; the continued
success of the distribution relationship between the Company with Slash
Corporation; the continued expansion of the computer in homes in North America
and the world; the ability to deliver products in response to orders within a
commercially acceptable time frame; downward pricing pressure; fluctuating costs
of developing, producing and marketing the Company's products; access to
alternative distribution channels and the success of the Company's efforts to
develop its Internet sales; consumers' continued demand for value-priced
software; increased competition in the value-priced software category; the
ability of the Company and its key distributors, vendors and suppliers to
effectively address Year 2000 compliance issues; and various other factors, many
of which are beyond the Company's control. The Company does not undertake to
update any forward-looking statement made in this report or that may be made
from time to time by or on behalf of the Company.
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ROMTECH, INC.
PART II.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On August 14, 1998, the Company issued 150,000 shares of its Common
Stock, without par value, to the shareholders of Software Partners Publishing
and Distribution Limited ("Software Partners"), a United Kingdom-based
distributor of computer software, in exchange for all of the outstanding shares
of Software Partners. The Company relied upon the exemption from the
registration requirements under the Securities Act of 1933, as amended (the
"Securities Act"), contained in Rule 505 of Regulation D promulgated under the
Securities Act. The approximate value of the Common Stock issued to the
shareholders of Software Partners was $213,000; the Company's Common Stock was
issued to five individuals; the Company was not subject to disqualification
under Rule 505(b)(2)(iii); and the Company furnished to the Software Partners'
shareholders a reasonable time before the issuance of the Company's Common Stock
the information required under Rule 502(b) of Regulation D.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description of Exhibit
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3.1 By-laws (as amended October 8, 1998)
27.1 Financial Data Schedule
(b) Reports on Form 8-K
On October 13, 1998 the Company filed a report on Form 8-K announcing the
Company's unaudited results for the first quarter ended September 30, 1998.
On November 2, 1998 the Company filed a report on Form 8-K announcing that its
Board of Directors had authorized the Company to purchase up to $1,000,000 of
its shares of Common Stock in the Nasdaq SmallCap Market.
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ROMTECH, INC.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ROMTECH, INC.
(Registrant)
Date: November 13, 1998 /s/ Gerald W. Klein
----------------- ---------------------------------
Gerald W. Klein, President, Chief
Executive Officer, Chief
Financial Officer and Director
Date: November 13, 1998 /s/ Thomas W. Murphy
----------------- ---------------------------------
Thomas W. Murphy, Controller and
Chief Accounting Officer
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ROMTECH, INC.
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page Number
- ----------- ---------------------- -----------
3.1 By-laws (as amended October 8, 1998)
27.1 Financial Data Schedule
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