SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______ COMMISSION FILE NUMBER 1-12694 SOLIGEN TECHNOLOGIES, INC. (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER) WYOMING 95-4440838 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 19408 LONDELIUS STREET NORTHRIDGE, CALIFORNIA 91324 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (818) 718-1221 (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes [X] No [ ] Number of shares of issuer's common stock outstanding as of October 28, 1996: 29,813,447 Transitional Small Business Disclosure Format: Yes [ ] No [X] SOLIGEN TECHNOLOGIES, INC. FORM 10-QSB TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Balance Sheets at September 30, 1996 and March 31, 1996.................................................. 3 Consolidated Statements of Operations for the three and six months ended September 30, 1996 and 1995 ................... 4 Consolidated Statements of Cash Flows for the six months ended September 30, 1996 and 1995 .............................. 5 Notes to Consolidated Financial Statements ..................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............................ 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings .............................................. 12 Item 6. Exhibits and Reports on Form 8-K ............................... 13 Signatures ..................................................... 14 2 PART I: FINANCIAL INFORMATION ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS SOLIGEN TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, MARCH 31, 1996 1996 ---- ---- (UNAUDITED) ASSETS Current assets: Cash $ 700,000 $1,189,000 Accounts receivable 469,000 447,000 Inventories 212,000 167,000 Prepaid expenses 128,000 55,000 ---------- ---------- Total current assets 1,509,000 1,858,000 Property, plant and equipment 1,939,000 1,882,000 Less allowance for depreciation and amortization 818,000 625,000 ---------- ---------- Net property, plant and equipment 1,121,000 1,257,000 Other assets 56,000 3,000 ---------- ---------- TOTAL ASSETS $2,686,000 $3,178,000 ---------- ---------- ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable $ 368,000 $ 380,000 Accounts payable and accrued expenses 532,000 780,000 Deferred revenue 41,000 38,000 ---------- ---------- Total current liabilities 941,000 1,198,000 Convertible debentures 500,000 -- Notes payable, net of current portion 123,000 146,000 ---------- ---------- Total liabilities 1,564,000 1,344,000 Stockholders' equity: Common stock, no par value: Authorized -- 50,000,000 shares Issued and outstanding -- 29,738,330 shares 8,881,000 8,631,000 Accumulated deficit (7,759,000) (6,797,000) ---------- ---------- Total stockholders' equity 1,122,000 1,834,000 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,686,000 $3,178,000 ---------- ---------- ---------- ---------- 3 SOLIGEN TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------- ------------- 1996 1995 1996 1995 ---- ---- ---- ---- REVENUES: Parts Now-TM- $ 379,000 $ -- $ 467,000 $ -- DSPC-Registered Trademark- production 62,000 258,000 190,000 382,000 Production parts 309,000 265,000 600,000 652,000 DSPC technology -- 148,000 36,000 275,000 ----------- ----------- ----------- ----------- Total revenues 750,000 671,000 1,293,000 1,309,000 ----------- ----------- ----------- ----------- COST OF REVENUES 496,000 426,000 963,000 872,000 ----------- ----------- ----------- ----------- Gross profit 254,000 245,000 330,000 437,000 ----------- ----------- ----------- ----------- OPERATING EXPENSES: Research and development 259,000 271,000 543,000 487,000 Selling 171,000 105,000 350,000 185,000 General and administrative 235,000 199,000 496,000 490,000 ----------- ----------- ----------- ----------- Total operating expenses 665,000 575,000 1,389,000 1,162,000 ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSE): Interest income -- -- 11,000 3,000 Interest expense (10,000) (21,000) (17,000) (34,000) Other 13,000 -- 103,000 -- ----------- ----------- ----------- ----------- Total other income (expense) 3,000 (21,000) 97,000 (31,000) ----------- ----------- ----------- ----------- NET LOSS $ (408,000) $ (351,000) $ (962,000) $ (756,000) ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- NET LOSS PER SHARE $ (0.01) $ (0.01) $ (0.03) $ (0.03) ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- 4 SOLIGEN TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED SEPTEMBER 30, ------------- 1996 1995 ---- ---- Cash flows from operating activities: Net loss $ (962,000) $ (756,000) Depreciation and amortization 193,000 228,000 Changes in assets and liabilities: Increase in accounts receivable (22,000) (286,000) (Increase) decrease in inventories (45,000) 8,000 (Increase) decrease in prepaid expenses 11,000 (1,000) Increase (decrease) in accounts payable (248,000) 229,000 Increase (decrease) in deferred revenues 3,000 (23,000) Increase in other assets 7,000 -- ----------- ---------- Net cash used for operating activities (1,063,000) (601,000) Cash flows from investing activities: Additions to property, plant and equipment (57,000) (219,000) Net cash used for investing activities (57,000) (219,000) ----------- ---------- Cash flows from financing activities: Principal payments under capital lease obligations (35,000) (66,000) Convertible debentures, net of issuance costs 666,000 -- Proceeds from private placements, net of issuance costs -- 2,749,000 ----------- ---------- Net cash provided by financing activities 631,000 2,683,000 ----------- ---------- Net increase (decrease) in cash (489,000) 1,863,000 Beginning of period 1,189,000 331,000 ----------- ---------- End of period $ 700,000 $2,194,000 ----------- ---------- ----------- ---------- 5 SOLIGEN TECHNOLOGIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BASIS OF PRESENTATION The financial information included herein for the three and six-month periods ended September 30, 1996 and 1995 is unaudited; however, such information reflects all adjustments consisting only of normal recurring adjustments which are, in the opinion of management, necessary of a fair presentation for the financial position, results of operations and cash flows for the interim periods. The financial information as of March 31, 1996 is derived from Soligen Technologies, Inc's 1996 Form 10-KSB. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's 1996 Form 10-KSB. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. ACCOUNTING POLICIES Reference is made to Note 1 of Notes to Financial Statements in the Company's Annual Report on Form 10-KSB for the summary of significant accounting policies. INVENTORIES Inventories are stated at the lower of cost or market on a first-in, first-out basis. Inventories consist of the following: SEPTEMBER 30, 1996 ------------------ Raw materials $ 132,000 Work in process 62,000 Finished goods 18,000 ---------- Total inventory $ 212,000 ---------- ---------- DEFERRED REVENUE Deferred revenue relates to the DSPC technology profit center. The deferred revenue related to machine revenues results mainly from the Company's issuance of licenses to use the machines, or to support the machines in the form of maintenance, rather than the outright sales of machines. 6 DEBT NOTES PAYABLE AND CAPITAL LEASES Notes payable and capital leases consist of the following at September 30, 1996: Notes payable to former owners of A-RPM, collateralized $ 305,000 by equipment and furnishings, bearing interest at 8%, interest payable quarterly, $85,000 currently due and $220,000 due in 2000 (see Part II, Item 1). Capital leases 176,000 Other notes to non-related parties, bearing interest from 8.125% to 12.3%, due at various dates through 1997 10,000 --------- Total capital leases and notes payable 491,000 Less current portion (368,000) --------- Long term portion $ 123,000 --------- --------- CONVERTIBLE DEBENTURES On September 13, 1996, the Company completed a $750,000 convertible debenture financing in accordance with SEC Regulation S. The debentures bear interest at the rate of 6% per annum and, if not earlier converted, principal and interest is payable in full in cash or common stock on August 31, 1999. The $84,000 expenses related to the debenture financing were excluded from the consolidated statements of cash flows as a non-cash transaction. Following expiration of a 40-day hold period, as prescribed by Regulation S, the debentures are convertible by the holder into shares of the Company's common stock at a conversion price equal to 75% of the average price of the Company's common stock on the American Stock Exchange (Emerging Company Market) for the five trading days preceding the date of conversion. The Company has the right to force the conversion of debentures on these terms at the rate of $50,000 per week beginning October 15, 1996. The Company recorded $250,000 in equity related to the debenture for the conversion feature. $750,000, net of $250,000 contra liability for the conversion feature, is recorded as debt. The Company will amortize the contra liability if and when the debt is converted to common stock. In connection with the above transaction, investors received warrants exercisable for a total of 601,469 shares of the Company's common stock at exercise prices of $1.1625 (as to 215,085 shares) and $1.29 (as to 386,384 shares). The warrants are exercisable for three years. The placement agent for the financing received a commission equal to 10% of the gross proceeds and warrants exercisable for 120,286 shares at exercise prices of $0.775 (as to 43,010 shares) and $0.86 (as to 77,276 shares). The warrants are exercisable for three years. 7 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENT This Form 10-QSB includes a forward-looking statement which is denoted with an "*" relating to cash and sources of liquidity. Investors are cautioned that this forward-looking statement involves risks and uncertainties that could cause actual results to differ materially from that in the forward-looking statement. The Company is in the early stages of developing the Parts Now business and does not have an easily predictable flow of orders. The amount of available cash could last a longer or shorter period of time depending upon the orders booked and related costs. OVERVIEW The following discussion should be read in conjunction with the accompanying unaudited consolidated financial statements of Soligen Technologies, Inc. ("STI") and its wholly-owned subsidiaries Soligen, Inc. ("Soligen") and Altop, Inc. ("Altop") (collectively referred to herein as the "Company") including the notes thereto (see Part I, Item 1). Based on technology licensed from MIT, the Company has developed, a proprietary technology known as Direct Shell Production Casting (DSPC-Registered Trademark-). The DSPC process enables the automatic creation of ceramic molds ("Shells") similar to those commonly used in metal casting, directly from a Computer Aided Design (CAD) file. DSPC is the only known process from which a Shell can be created before patterns or tooling are designed or made. As a result, DSPC becomes the only patternless casting process whereby cast metal parts can be fabricated directly from the customer CAD file. The Company's strategy is to combine this technological advantage with conventional casting and CNC machining technologies in order to become the premier out-sourcing vendor for production of cast metal parts which are fully developed and ready for assembly. This out-sourcing service is called Parts Now-Registered Trademark-. Parts Now is designed to be a "one stop shop" for metal parts, a service the Company plans to launch in stages. Unlike traditional manufacturing of metal parts, where the production tooling must be made prior to producing a first article (or prototype), the Company utilizes its proprietary DSPC technology to create the first article before production tooling is made. Once the customer approves the first article, the Company utilizes its DSPC technology to generate the production tooling, then uses this tooling to manufacture production quantities. In both cases the CAD file of the customer is the master. There are three stages in developing Parts Now to its fullest capacity: 1. STAGE 1 -- Parts Now operates as a service bureau for functional cast and machined parts focusing on the DSPC center reputation as the most competitive producer of cast metal parts ("first article parts") made directly from the customer CAD file. In preparation for stage 2, Soligen acquired a conventional foundry and CNC machine shop. 2. STAGE 2 -- Parts Now combines DSPC with conventional casting by utilizing DSPC to produce the production tooling for conventional casting (patterns and core boxes), directly from the same CAD file as the approved first article. At this stage, the Company has to be 8 able to supply small to medium production quantities of cast metal parts, but not mass production quantities. 3. STAGE 3 -- Parts Now establishes joint ventures with mass production foundries which are able to use the DSPC made production tooling to augment Parts Now's in-house production capabilities for mass production. The following will elaborate on the three stages discussed above: In fiscal 1996, the Company's primary focus at its DSPC production centers was to serve customers as a stage 1 Parts Now center. This included creating cast metal parts with very complex geometry in a variety of alloys. The Company set up milestones for casting intake and exhaust manifolds in aluminum, ductile iron and stainless steel. Some of these parts could not have been produced nor delivered as quickly and cost-effectively using any other technique. The Company has established repeat business with such companies as Ford Motor Company, General Motors Corporation, Caterpillar, Inc., John Deere Company, Chicago Pneumatic Tool Company, Walt Disney and Porter Cable Corporation. To prepare for the implementation of stage 2 of the Company's Parts Now strategy, the Company established a wholly owned subsidiary, Altop, an aluminum foundry and machine shop located in Santa Ana, California. In the first quarter of fiscal 1997, the Company began to implement the second stage of its Parts Now strategy. The first two programs included producing first article parts by DSPC, and, after customer approval of the first article parts, creating production tooling from the same CAD files. The production tooling was successfully used to conventionally cast aluminum parts which met the customer requirements and were functionally identical to the DSPC made first article parts. As of September 30, 1996, the Company is continuing its transition from a development stage company into a manufacturing/service company with continuing revenues from operations. The Company operates four revenue-generating profit centers: 1. PARTS NOW PROFIT CENTER (PARTS NOW): Revenues are generated from providing program management of the "one stop shop" production services. Parts Now is responsible for any contract which requires a combination of the DSPC production center and the conventional casting and CNC machining expertise. It consists of program managers who oversee the transition from CAD to first article, to tooling, to conventional casting and later to mass production (stage 3). It acquires services from the DSPC center and the conventional foundry at cost. 2. DSPC PRODUCTION PROFIT CENTER: Revenues result from the production and sale of first article and short run quantities of cast metal parts made directly from the customer's CAD file. This profit center also provides DSPC part and tool making services to the Parts Now Profit Center. These services are charged to Parts Now at cost. Revenues for this product line were initiated in the quarter ended March 31, 1995. 3. CONVENTIONAL CASTING PROFIT CENTER (PRODUCTION PARTS): Revenues result from the production and sale of production quantities of cast and machined metal parts to the Parts Now profit center (at cost) and from other industrial customers. The Company began 9 generating revenues for industrial customers, many of whom were customers of A-RPM, whose assets where purchased as the basis for establishing Altop, its aluminum foundry and machine shop, in July 1994. This profit center is undergoing a transition from providing non-DSPC related, conventional casting services for industrial customers to providing conventional casting of aluminum parts, utilizing DSPC made tooling, CNC machining finishing and inspection services to the Parts Now Profit Center. DSPC TECHNOLOGY PROFIT CENTER: Revenues are generated by two peripheral activities: - MACHINE REVENUES result from the distribution and maintenance of DSPC machines. Part of the Company's strategy is to enable companies in certain applications to operate DSPC machines in-house. Initially, this involved the sale of machines to be used in a specific application (such as the sale of a DSPC machine to Johnson & Johnson Orthopedics for the sole purpose of producing orthopedic implants), subsequently evolving into the generation of revenues through licensing, maintenance and upgrades. - ENGINEERING CONTRACTS REVENUES involve participation in research projects wherein Soligen provides technological expertise. Revenues in this product line were initiated in the quarter ended December 31, 1994 as a part of the Company's participation in several industrial consortia that included MIT and certain companies seeking to further develop applications in advanced manufacturing. RESULTS OF OPERATIONS Revenues for the three months ended June 30, 1996 and the three and six months ended September 30, 1996 and 1995 were as follows: Three Months Three Months Ended Six Months Ended Ended September 30, September 30, June 30, ------------- ------------- 1996 1996 1995 1996 1995 ---- ---- ---- ---- ---- Parts Now $ 88,000 $ 379,000 $ -- $ 467,000 $ -- DSPC production 128,000 62,000 258,000 190,000 382,000 Production parts 291,000 309,000 265,000 600,000 652,000 DSPC technology 36,000 -- 148,000 36,000 275,000 ---------- ---------- ---------- ---------- ---------- Total revenues $ 543,000 $ 750,000 $ 671,000 $1,293,000 $1,309,000 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- For the quarter ended September 30, 1996, total revenues were $750,000 as compared to $671,000 for the similar period last year, an increase of 12%. Although the increase was modest, Parts Now and DSPC production revenues increased to $441,000 from $258,000, an increase of $183,000, or 71%. This increase reflects a continued growing acceptance of the Company's core business in the market place. Revenues for the first quarter of fiscal 1997 grew from $543,000 to $750,000 in the second quarter of fiscal 1997, an increase of $207,000, or 38%. The increase in Parts Now and DSPC production grew from $216,000 in the first quarter of fiscal 1997 to $441,000 in the second quarter ended September 30, 1996, an increase of $225,000, or 104%. Similarly, for the six months ended September 30, 1996, Parts Now and DSPC production revenues increased by 72% from $382,000 to $657,000. 10 In the transition from stage 1 to stage 2 of the Company's Parts Now strategy, the trend continues of de-emphasizing conventional castings having either low or marginal profit margins, a business segment unrelated to Parts Now. Altop's revenues from conventional casting contracts increased only $44,000 to $309,000, or 17% in the quarter ended September 30, 1996, and decreased $52,000 to $600,000, or 8% for the six months ended September 30, 1996. For the three months ended September 30, 1996, DSPC technology revenues decreased $148,000 and for the six months ended September 30, 1996, revenues deceased from $275,000 to $36,000, or 87%. This decrease resulted from expiration of both engineering and DSPC machine contracts. Gross profit for the three and six months ended September 30, 1996 was $254,000 and $330,000, respectively, as compared to $245,000 and $437,000 for the three and six months ended September 30, 1995. The change represented an increase of $9,000 for the three months ended September 30, 1996, and a decrease of $107,000 for the six months ended September 30, 1995. The major reason for the decrease in margins for the six months ended September 30,1996 was the completion of high margin low cost DSPC technology engineering contracts. If these engineering contracts are not considered for gross profit calculation, margins have slightly improved. The Company is still in an aggressive penetration mode in its Parts Now and DSPC business that presently results in reduced margins on contracts with new customers. Research & development expenses decreased $12,000 to $259,000 from $271,000 for the three month period ended September 30, 1996 and increased $56,000 to $543,000 from $487,000 for the six month period ended September 30, 1996. The company continues to invest in research and development of the DSPC technology and its applications as a key to its future growth and prosperity. Selling expenses increased 63% to $171,000 for the quarter ended September 30, 1996 from $105,000 for the quarter ended September 30, 1995. For the six months ended September 30, 1996 and 1995, selling expenses increased 89% to $350,000 from $185,000. The increase in selling expenses is due primarily to the establishment of a sales team and the Company's efforts to penetrate new markets for the underlying technology. CASH AND SOURCES OF LIQUIDITY The Company requires significant funds to continue operations. As of September 30, 1996, the Company had $700,000 in cash. From inception, the Company has funded its operations through the private sale of common stock and convertible debentures. On September 13, 1996, the Company completed a private placement of $750,000, 6% convertible debentures due on or before August 31, 1999. The Company received proceeds of $666,000, net of finders and legal fees. The Company does not expect current cash and cash equivalents to be adequate beyond March 31, 1997*. Therefore, until the Company operates profitably, as to which no assurance can be given, it will be necessary for the Company to obtain outside funding to fund 11 operations. The Company does not have any bank financing, and it does not believe that financing from a bank or other commercial lender is presently available to it. The Company is pursuing other sources of outside funds. However, no assurance can be given that the Company will be able to obtain the necessary funds when such funds are required, and the failure to obtain necessary funding may have a materially adverse effect upon its business and operations. Furthermore, if the Company is able to raise such funds, the terms on which funds may be made available to the Company may result in substantial dilution or may be otherwise on terms not favorable to the Company. PART II: OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS A-RPM LAWSUIT AND COUNTERCLAIM On June 30, 1994, Altop, Inc., a wholly-owned subsidiary of the Company, acquired substantially all of the assets of A-RPM Corporation, an aluminum foundry and machine shop located in Santa Ana, California. The assets were acquired pursuant to an Asset Purchase Agreement between Altop, A-RPM, the Company and Leland K. and Nancy B. Lowry, the sole shareholders of A-RPM. As payment for the assets, Altop delivered an initial cash payment in the amount of $100,000 and three promissory notes in the total principal amount of $220,000. Altop also assumed certain liabilities of A-RPM and agreed to deliver an additional payment of up to $100,000 contingent upon determination of certain net asset values according to a formula set forth in the Asset Purchase Agreement. Altop also entered into an Employment Agreement with Leland K. Lowry. On March 22, 1995, the Company and Altop commenced an action against A-RPM and the Lowrys in the Superior Court for Orange County, California. The complaint in this action seeks damages for breach of the Asset Purchase Agreement, fraud, and negligent misrepresentation. In addition, the Company and Altop are requesting declaratory relief confirming that the Company and Altop have no further obligation to A-RPM and the Lowrys under the Asset Purchase Agreement, the promissory notes and related transactions. The complaint also seeks an award of attorneys' fees and costs. A-RPM and the Lowrys have filed an answer to the complaint generally denying the allegations of the complaint. In addition, they have filed a cross-complaint stating actions against the Company and Altop for recovery of the entire principal amount and accrued interest on the three promissory notes delivered in connection with the Asset Purchase Agreement. The cross-complaint also seeks foreclosure on the assets of Altop securing the promissory notes, recovery of $85,000 alleged to be due and payable pursuant to the contingent payment provisions of the Asset Purchase Agreement, and attorneys' fees and costs. The Company and Altop intend to vigorously defend against the allegations of the cross-complaint and to vigorously pursue recovery against A-RPM and the Lowrys. Pending resolution of this dispute, the Company has provided for a $305,000 liability in its consolidated financial statements. 12 ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 4.1 Form of $250,000, 6% Convertible Debenture due August 31, 1999 issued to Black Seas Investments 4.2 Form of $500,000, 6% Convertible Debenture due August 31, 1999 issued to Henley Group, Ltd. 11.1 Computation of Net Loss Per Share (b) Reports on Form 8-K The Company filed a Current Report on Form 8-K, October 1, 1996 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. SOLIGEN TECHNOLOGIES, INC. Date: November 11, 1996 By: /s/ Yehoram Uziel . --------------------------------------- Yehoram Uziel President, CEO and Chairman of the Board (Principal executive officer) Date: November 11, 1996 By: /s/ Robert Kassel . --------------------------------------- Robert Kassel Chief Financial Officer (Principal financial officer) 14