SECURITIES AND EXCHANGE COMMISSION Washington, DC. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 1996 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) Registrant's telephone number, including area code: (508) 937-9600 - -------------------------------------------------------------------------------- N/A - -------------------------------------------------------------------------------- (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 [X] NO [ ] The number of shares of the registrant's common stock outstanding as of June 30, 1996 was 3,785,208. MEGATECH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30 DECEMBER 31 1996 1995 (UNAUDITED) AUDITED ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 96,298 $ 55,578 Accounts receivable - net: 274,368 531,429 Other receivable 6,175 2,967 Prepaid expenses 14,225 5,539 Inventories at lower of cost (first-in first-out) or market 308,868 327,336 ------------------------ Total current assets 699,934 922,849 ------------------------ Property, plant and equipment, at cost net of accumulated depreciation of $344,646.94 107,488 118,531 in 1996 and $328,336 in 1995. Security deposits 7,666 7,666 ------------------------ Total Assets $815,089 $1,049,046 ======================== * See accompanying notes to consolidated financial statements. MEGATECH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30 DECEMBER 31 1996 1995 (UNAUDITED) AUDITED ----------- ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 0 $ 37,000 Current portion of lease payable 1,632 2,976 Trade Accounts Payable 165,738 239,589 Accrued expenses 32,398 36,734 -------------------------- Total current liabilities 199,768 316,299 -------------------------- Equipment lease, net of current portion 1,230 1,230 -------------------------- Total liabilities $ 200,998 $ 317,529 -------------------------- Stockholders' equity: Common Stock, par value $.0143 per share, 5,000,000 shares authorized; 3,785,208 & 3,762,258 shares issued and outstanding, respectively 54,115 53,800 Additional paid-in capital 4,013,819 4,010,833 Deficit (3,453,843) (3,333,116) -------------------------- Total stockholders' equity 614,090 731,517 -------------------------- Total Liabilities and Stockholders' Equity $ 815,089 $ 1,049,046 ========================== * See accompanying notes to consolidated financial statements. MEGATECH CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) SIX MONTHS ENDED JUNE 30, QUARTER ENDED JUNE 30, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- Sales $ 899,053 $ 1,513,459 $ 138,376 $ 342,270 Cost of goods sold 585,076 853,217 85,624 174,551 -------------------------------------------------------- Gross profit 313,977 660,241 52,752 167,720 Operating expenses: Selling, general and administrative expenses 425,964 614,533 66,070 107,596 Research and development 8,241 36,257 1,015 5,544 -------------------------------------------------------- Profit (loss) from operations (120,229) 9,452 (14,333) 54,580 Other income and (expense): Interest 630 2,217 86 209 Other 0 8,123 0 358 Legal 0 (2,003) 0 150 -------------------------------------------------------- Total other income and (expense) (630) (8,336) (86) (716) Net profit (loss) ($ 120,858) $ 1,116 ($ 14,419) $ 53,864 ======================================================== Net profit (loss) per share ($ 0.032) $ 0.000 ($ 0.004) $ 0.015 ======================================================== Weighted average number of shares outstanding 3,785,208 3,671,258 3,785,208 3,671,258 ======================================================== MEGATECH CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1996 1995 --------- --------- Cash flows from operating activities: Net profit (loss) ($120,858) $ 1,116 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 16,311 10,295 Changes in operating assets and liabilities: Accounts receivable, trade 257,191 (75,805) Accounts receivable, other (3,066) (1,086) Prepaid expenses (8,829) (12,614) Inventories 18,468 158,149 Notes payable - current (38,344) (11,105) Accounts payable (73,851) (92,084) Accrued expenses (4,335) (86,308) Security deposit - Rent Building 0 (2,033) ---------------------- Net cash provided (used) by operating activities 42,688 (111,476) Cash flows from investing activities: Purchases of property and equipment (5,268) (74,882) Cash flows from financing activities: Payments on capital lease obligations 0 (1,317) Principal payments on long-term debt 0 (1,959) Proceeds from issuance of common stock 315 1,330 Additional paid in capital 2,985 72,521 ---------------------- Net cash used by financing activities 3,300 70,575 Net increase (decrease) in cash and cash 40,720 (115,784) equivalents Cash & cash equivalents, beginning of period 55,578 189,051 ---------------------- Cash & cash equivalents, end of period $ 96,298 $ 73,267 ====================== MEGATECH CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1996 1. BASIS OF PRESENTATION: ---------------------------------------------------------------------- The accompanying unaudited condensed 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 necessary to present fairly the financial position, results of operations and cash flows at June 30, 1996 and for all periods presented have been made. The results of operation for the three months ended June 30, 1996 are not necessarily indicative of the operating results that may be expected for the year ended June 30, 1996. It is suggested that the condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1995 annual report. 2. INVENTORIES: ---------------------------------------------------------------------- Inventories consist of the following: JUNE 30 DECEMBER 31 1996 1995 ------- ----------- Raw materials 177,180 226,359 Work in process 32,968 0 Finished goods 108,720 110,977 ---------------------- 318,868 337,336 Less reserve for obsolescence 10,000 10,000 ---------------------- 308,868 327,336 ====================== MEGATECH CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 1996 RESULTS OF OPERATIONS: ---------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, 1996 COMPARED WITH SIX MONTHS ENDED JUNE 30, 1995 Consolidated net sales for the six months ended June 30, 1996 decreased from the corresponding period of 1995 by $.6 million or 40% to $.9 million. This decrease was primarily due to decreases in overall sales, specifically from Mexico, due to their economic downturn. Gross profit for the six months ended June 30, 1996 decreased from the corresponding period of 1995 by $.35 million. As a percentage of total sales, gross profit was 35% in the six months ended June 30, 1996 as compared to 44% in the corresponding period of 1995. The decrease is due to a combination of product mix, where 14% of sales for 1996 were resale items at lower gross profit margins, larger overhead expenses due to the larger facility, and price increases from our vendors due to inflation. This type of product mix may continue in the future, as more resale products are being introduced through our product line to compliment the existing trainers. Offsetting this change in product mix, the company is attempting to lower the purchase costs by identifying alternate vendor sources. In addition, the company is analyzing the cost savings of producing in-house some items currently purchased outside. Overall, the company believes it can increase the gross profit margins if these goals are accomplished. Selling, General & Administrative expenses for the six months ended June 30, 1996 decreased from the corresponding period of 1995 by $ .2 million or 31% to $.6 million. The decrease is primarily a result of lower sales commissions which were due to the decreased sales. Research and Development expenses for the six months ended June 30, 1996 decreased from the corresponding period of 1995 by $.03 million. The decrease is attributable to a reduction in staff and outside engineering services. LIQUIDITY AND CAPITAL RESOURCES: ---------------------------------------------------------------------- Working capital for the six months ended June 30, 1996 was $500,166 as compared to $668,047 in working capital at June 30, 1995. The decrease was primarily attributable to lower accounts receivable and cash balances and payments for the current debt. The company maintains a secured line of credit in the amount of $200,000. At June 30, 1996, 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 foreseeable cash requirements for the next twelve months. These requirements include the retirement of the currently delinquent notes payable to Diagnostic Products Co. for $15,500 in one lump sum in July 1996 per agreement reached with DPC. The firm's backlog as of June 30, 1996 was approximately $437,661 compared to $ 565,645 same period ended in 1995. 3. MAJOR CUSTOMER INFORMATION: ---------------------------------------------------------------------- For the period ended June 30, 1996, sales to two unrelated sales representatives in Mississippi and Mexico comprised 11% and 26% of total sales, respectively. No other single customer accounted for more than 10% of the Company's sales for the same period in 1996. PART II: OTHER INFORMATION Item 1. Legal Proceedings: Not applicable - -------------------------------------------- Item 2. Changes in Securities: Not applicable - -------------------------------------------- Item 3. Defaults Upon Senior Securities: Not applicable - -------------------------------------------- Item 4. Submission of Matters to a Vote of Security Holders: Not applicable - -------------------------------------------- Item 5. Other Information: Not applicable - -------------------------------------------- Item 6. Exhibits and Reports in Form 8-K: Not applicable - -------------------------------------------- SIGNATURES - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MEGATECH CORPORATION (Registrant) June 30, 1996 /s/ VAHAN V. BASMAJIAN - ------------------ ------------------------------------------ Date Vahan V. Basmajian President, Treasurer