U. S. 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 April 30, 1997
( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE
ACT
For the transition period from _____________ to _________
Commission file number 33-90344
Sigma Alpha Group, Ltd.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
23-2498715
(IRS Employer Identification No.)
1341 North Delaware Avenue, Philadelphia, PA 19125
(Address of principal executive offices)
(X) (215) 425-8682
(Issuer's telephone number)
______________________________________________________________
(Former name, former address and former fiscal year,if changed since last
report)
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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes (X) No ( )
Outstanding shares issued or to be issued of each of the registrant's
class of common stock $.001 par value per share as of May 29, 1997 were
18,781,704.
SIGMA ALPHA GROUP, LTD.
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Consolidated Balance Sheets at
April 30, 1997 (unaudited) and
July 31, 1996 (audited) 3-4
Consolidated Statements of Operations
for the nine months and three months
ended April 30, 1997 and 1996
(unaudited) 5
Consolidated Statement of Stockholders'
Equity for the nine months ended April
30, 1997 (unaudited) 6-7
Consolidated Statements of Cash Flows
for the nine months ended April 30,
1997 and 1996 (unaudited) 8-9
Notes to Consolidated Financial
Statements (unaudited) 10-14
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 15-18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 2. Changes in Securities 19
Item 3. Defaults Upon Senior Securities 19
Item 4. Submission of Matters to a Vote of
Security Holders 19
Item 5. Other Events 19
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
PART I. - FINANCIAL INFORMATION
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Rounded to Nearest Thousand)
April 30, July 31,
1997 1996
___________ _________
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash and equivalents $2,404,000 $1,173,000
Certificate of deposit 50,000 -
Accounts receivable 191,000 -
Inventory 591,000 119,000
Prepaid expenses and other current assets 37,000 20,000
_________ _________
3,273,000 1,312,000
PROPERTY AND EQUIPMENT 113,000 80,000
OTHER ASSETS
Goodwill 46,000 58,000
Patent and trademark 21,000 9,000
_________ _________
67,000 67,000
_________ _________
TOTAL ASSETS $3,453,000 $1,459,000
========= =========
<FN>
See accompanying notes
3
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Rounded to Nearest Thousand)
April 30, July 31,
1997 1996
___________ _________
(Unaudited) (Audited)
LIABILITIES
CURRENT LIABILITIES
Loan payable - 16,000
Accounts payable - trade 314,000 231,000
Taxes, other than income taxes 7,000 7,000
Accrued wages - officers 3,000 40,000
Accrued expenses and other current
liabilities 59,000 94,000
_________ _________
TOTAL LIABILITIES 383,000 388,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
PREFERRED STOCK
SERIES A, $5.00 CONVERTIBLE, $.001 par value;
authorized, 750,000 shares; issued and
outstanding, 0 shares at April 30, 1997
and 178,000 at July 31, 1996. - -
SERIES B, $5.00 CONVERTIBLE, $.001 par value;
authorized, 800,000 shares; issued and
outstanding, 664,000 shares at April 30,
1997 and July 31, 1996. 1,000 1,000
SERIES C, $5.00 CONVERTIBLE, $.001 par value;
authorized, 100,000 shares; issued and
outstanding, 0 shares at April 30,
1997 and 97,000 shares at July 31, 1996. - -
ADDITIONAL PAID-IN CAPITAL 3,321,000 4,690,000
COMMON STOCK, $.001 par value; authorized
50,000,000 shares; issued and outstanding,
18,774,000 shares at April 30, 1997 and
14,809,000 at July 31, 1996. 19,000 15,000
WARRANTS AND OPTIONS OUTSTANDING 30,000 2,000
ADDITIONAL PAID-IN CAPITAL 22,079,000 16,471,000
ACCUMULATED DEFICIT (22,380,000) (20,108,000)
__________ __________
TOTAL STOCKHOLDERS' EQUITY 3,070,000 1,071,000
__________ __________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,453,000 $ 1,459,000
========== ==========
<FN>
See accompanying notes
4
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Rounded to Nearest Thousand)
NINE MONTHS ENDED THREE MONTHS ENDED
APRIL 30, APRIL 30,
_____________________ ______________________
1997 1996 1997 1996
_________ _________ __________ _________
SALES $ 348,000 $ - $ - $ -
COST OF SALES 314,000 - - -
_________ _________ __________ _________
GROSS PROFIT 34,000 - - -
_________ _________ __________ _________
OPERATING EXPENSES:
Officers' compensation 718,000 392,000 177,000 130,000
Other salaries and
payroll costs 86,000 50,000 46,000 23,000
Consulting fees 385,000 230,000 222,000 67,000
Professional fees 122,000 129,000 53,000 20,000
Research and
development 268,000 390,000 215,000 33,000
Selling expenses 99,000 - 64,000 -
Travel 351,000 277,000 159,000 96,000
Other 341,000 406,000 157,000 71,000
_________ _________ _________ _________
TOTAL OPERATING EXPENSES 2,370,000 1,874,000 1,093,000 440,000
_________ _________ _________ _________
LOSS FROM CONTINUING
OPERATIONS BEFORE OTHER
INCOME AND EXTRAORDINARY
GAIN (2,336,000) (1,874,000) (1,093,000) (440,000)
_________ _________ _________ _________
OTHER INCOME (EXPENSE)
Royalties 2,000 2,000 - 1,000
Interest expense - (20,000) - -
Interest income 52,000 17,000 30,000 -
_________ _________ _________ __________
54,000 (1,000) 30,000 1,000
_________ _________ _________ __________
LOSS BEFORE
EXTRAORDINARY GAIN (2,282,000) (1,875,000) (1,063,000) (439,000)
EXTRAORDINARY GAIN ON
EXTINGUISHMENT OF DEBT 10,000 52,000 2,000 17,000
_________ _________ _________ _________
NET LOSS $(2,272,000)$(1,823,000) $(1,061,000) $ (422,000)
========== ========= ========= ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 17,063,000 13,798,000 18,743,000 14,063,000
NET LOSS PER COMMON SHARE
Net loss before
extraordinary gain $ (0.13) $ (0.13) $ (0.06) $ (0.03)
Extraordinary gain on
extinguishment of debt 0.00 0.00 0.00 0.00
__________ _________ _________ _________
NET LOSS PER SHARE $ (0.13) $ (0.13) $ (0.06) $ (0.03)
========== ========= ========= =========
<FN>
See accompanying notes
5
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED APRIL 30, 1997
(Rounded to Nearest Thousand)
COMMON STOCK
______________________________________________________________
WARRANTS ADDITIONAL
NUMBER OF AND OPTIONS PAID -IN ACCUMULATED
SHARES AMOUNT OUTSTANDING CAPITAL DEFICIT
__________ _______ ___________ ___________ ____________
BALANCES,
JULY 31, 1996 14,809,000 $15,000 $2,000 $16,471,000 $(20,108,000)
Nine months ended
April 30, 1997
(Unaudited):
Issuances of
common stock 2,500,000 3,000 - 4,997,000 -
Commissions - - - (510,000) -
Officer's
compensation 1,255,000 1,000 - 199,000 -
Consulting fees 32,000 - - 65,000 -
Preferred Series
A conversion 178,000 - - 882,000 -
Warrants and
options issued - - 28,000 (25,000) -
Net loss - - - - (2,272,000)
__________ ______ _________ __________ ___________
BALANCES, APRIL
30, 1997 18,774,000 $19,000 $ 30,000 $22,079,000 $(22,380,000)
========== ====== ========= ========== ==========
<FN>
See accompanying notes
6
PREFERRED STOCK "SERIES A"
___________________________________
ADDITIONAL
NUMBER OF PAID-IN
SHARES AMOUNT CAPITAL
________ _______ ________
BALANCES, JULY 31, 1996 178,000 $ - $ 882,000
Nine months ended April 30,
1997 (Unaudited):
Converted to common stock (178,000) - (882,000)
________ _______ ________
BALANCES, APRIL 30, 1997 - $ - $ -
======== ======= ========
PREFERRED STOCK "SERIES B"
__________________________________
ADDITIONAL
NUMBER OF PAID-IN
SHARES AMOUNT CAPITAL
_________ _______ __________
BALANCES, JULY 31, 1996 664,000 $ 1,000 $3,321,000
________ _______ _________
BALANCES, APRIL 30, 1997 664,000 $ 1,000 $3,321,000
======== ======= =========
PREFERRED STOCK "SERIES C"
_____________________________________
ADDITIONAL
NUMBER OF PAID-IN
SHARES AMOUNT CAPITAL
________ _______ __________
BALANCES, JULY 31, 1996 97,000 $ - $ 487,000
Nine months ended April 30,
1997 (Unaudited):
Repurchase of shares for
retirement (97,000) - (487,000)
________ _______ _________
BALANCES, APRIL 30, 1997 - $ - $ -
======== ======= =========
<FN>
See accompanying notes
7
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Rounded to Nearest Thousand)
NINE MONTHS ENDED
APRIL 30,
__________________________
1997 1996
___________ ________
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,272,000) $(1,823,000)
Adjustments to reconcile net loss
to net cash flows from operating
activities:
Extraordinary gain on extinguishment
of debt (10,000) (52,000)
Depreciation of property and
equipment and amortization of
goodwill, patent and trademark 32,000 24,000
Amortization of unearned compensation - 8,000
Issuance of common stock for:
Directors fees - 150,000
Officer compensation 200,000 -
Consulting fees 65,000 -
(Increase) decrease in:
Accounts receivable (191,000) (2,000)
Inventory (472,000) -
Prepaid expenses and other current
assets (17,000) (12,000)
Increase (decrease) in:
Accounts payable 93,000 1,000
Taxes, other than income taxes - (56,000)
Accrued expenses and other current
liabilities (72,000) 1,000
_________ _________
Net cash used in operating activities (2,644,000) (1,761,000)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in certificate of deposit (50,000) -
Investment in patent and trademark (14,000) (10,000)
Purchase of equipment (51,000) (42,000)
_________ _______
Net cash used in investing activities (115,000) (52,000)
_________ _______
<FN>
See accompanying notes
8
SIGMA ALPHA GROUP, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Rounded to Nearest Thousand)
NINE MONTHS ENDED
APRIL 30,
_______________________
1997 1996
_________ ________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans payable $ - $ 91,000
Repayment of loans payable (16,000) -
Proceeds from issuance of common stock 5,000,000 542,000
Commission on common stock issuance (510,000) -
Decrease in receivable from underwriting - 198,000
Repurchase of Preferred Series B stock - (374,000)
Repurchase of Preferred Series C stock (487,000) (57,000)
Proceeds from issuance of warrants 3,000 -
_________ _________
Net cash provided by financing activities 3,990,000 400,000
_________ _________
NET CHANGE IN CASH AND EQUIVALENTS 1,231,000 (1,413,000)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 1,173,000 1,423,000
_________ _________
CASH AND EQUIVALENTS, END OF PERIOD $2,404,000 $ 10,000
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid during the nine months:
Interest $ - $ 20,000
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING ACTIVITIES
Preferred stock Series B issued for
conversion of debt $ - $ 75,000
Common stock issued for conversion
of debt $ - $ 1,000
Common stock issued for retirement
of Preferred Series A stock $ 882,000 $ -
<FN>
See accompanying notes
9
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997 AND 1996
NOTE 1 - INTERIM PERIODS
The unaudited information has been prepared on the same basis as the annual
financial statements and, in the opinion of the Company's management reflects
normal recurring adjustments necessary for a fair presentation of the
information for the periods presented.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Form 10-KSB for the year ended July 31, 1996.
The results of operations for the nine month periods ended April 30, 1997 and
1996 are not necessarily indicative of operating results for the full year.
NOTE 2 - BUSINESS ACTIVITIES
During the nine months ended April 30, 1997, Sigma Alpha Group, Ltd ("Sigma
Alpha") and its 80% owned subsidiary, Global Telecommunications of Delaware,
Inc. ("Global") conducted activities directed toward the production, develop-
ment and sale of Global's Stock Information Receiver system ("SIR") in China
and research and development of a Voice Information Pager ("VIP"), also some-
times referred to as a Digital Voice Pager.
NOTE 3 METHOD OF ACCOUNTING
The Company prepares its financial statements on the accrual method of
accounting, recognizing income when earned and expenses when incurred.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
Development Agreement
On January 18, 1996, Global entered into a development agreement with Innotel,
Inc. ("Innotel") under which Innotel was to deliver to Global a VIP prototype
for inspection, demonstration and field testing on or before March 15, 1996.
Upon acceptance of the VIP prototype, Global is obligated to pay Innotel up to
$414,000 of which $346,000 has already been paid. The delivery date was
extended first to December 31, 1996 and then again to January 31, 1997. The
VIP prototype delivered by Innotel was not acceptable and did not meet Global's
performance standards. As a result, Global did not accept the VIP prototype
and Innotel's work under the development agreement has been suspended. Global
is currently evaluating its options under the development agreement.
10
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997 and 1996
NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)
Development and Licensing Agreement
In order to accelerate progress in development of the VIP, in April 1997, Sigma
Alpha entered a development and licensing agreement with Mikros Systems
Corporation ("Mikros") and Data Design and Development Corp. ("3-D") under
which Mikros will provide design work and services regarding further develop-
ment of the Company's VIP, and the Company will license certain technology from
Mikros and 3-D for use in the VIP. The agreement provides for time and
material payments to Mikros not to exceed $500,000 in the aggregate, of which
$167,000 and $210,000 had been paid as of April 30, 1997 and June 13, 1997,
respectively. The agreement also provides for royalty fees payable quarterly
to Mikros and 3-D totalling $5.00 per unit of product sold containing the
licensed technology. Such royalty fees are subject to a reduction of $500 for
each day after September 30, 1997 in which Mikros fails to complete certain VIP
development requirements.
Letter of Credit
As collateral for performance and advances on manufacturing agreements, Global
is contingently liable under a letter of credit in the amount of $50,000. This
standby letter of credit is in force for one year, commencing January 1997, and
is supported by a certificate of deposit in the amount of $50,000. It is
management's opinion that the replacement cost for the standby letter of credit
would not significantly vary from the present fee structure.
Legal Proceedings
As of June 12, 1997, the Company had approximately 9 judgments related to
accounts payable totalling approximately $69,000 outstanding against it. The
City of Philadelphia maintains a judgment in the amount of approximately
$16,000 against the Company. Management has been actively negotiating and
working out settlements with respect to judgments and tax assessments and
believes that the Company will be able to satisfy such obligations over a
period of time on terms acceptable to the Company.
In August 1996, Sigma Alpha was served with a Summons and Complaint. The
Complaint sought specific performance of a contract and entitled the plaintiff
to receive 15,000 shares of Sigma Alpha common stock or alternatively $66,000.
In May 1997, the Board of Directors of Sigma Alpha authorized the issuance of
7,500 shares of its restricted common stock to the Plaintiff in settlement of
this complaint.
11
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997 and 1996
NOTE 4 - COMMITMENTS AND CONTINGENCIES (continued)
Employment Agreements
The former Chief Accounting Officer of Sigma Alpha left the company on February
28, 1997 to pursue other opportunities. Sigma Alpha agreed effective February
10, 1997 to pay the new Vice President of Finance/Chief Accounting Officer
("VPF") $90,000 per year for three months, increasing to $95,000 per year after
the three months and increasing 5%, 6% and 7% cumulatively and respectively for
each of the next three years. As consideration for entering into the agree-
ment, Sigma Alpha will issue to the VPF 5,000 shares of its restricted common
stock two years from the date of the agreement, provided that the VPF has not
terminated employment prior to that time. Additionaly, Sigma Alpha issued to
the VPF options to purchase 25,000 shares of its common stock at the market
price as of the date of the commencement of his employment ($2.4375 per share)
and options after each year of employment to purchase 10,000 shares of its
common stock at the market price on the anniversary date of the agreement. The
options remain in effect for two years from the date of the grant, except upon
termination, in which case the VPF will have 30 days to exercise the options
before they are cancelled.
NOTE 5 - PREFERRED STOCK
During the nine months ended April 30, 1997, Sigma Alpha redeemed the remaining
approximately 97,000 shares of Preferred Series C Stock which had been held by
Sigma Alpha's Chairman. These shares were redeemed for approximately $536,000
of which $49,000 was reflected as additional compensation pursuant to the
Preferred Series C Stock agreement.
NOTE 6 - COMMON STOCK
On November 14, 1995, the Board of Directors authorized a bonus to the Chairman
of 1,250,000 shares of Sigma Alpha common stock. These shares were issued in
September 1996.
Pursuant to a registration statement dated September 6, 1996 which registered
2,500,000 shares of Sigma Alpha common stock at $2.00 per share, Sigma Alpha
raised $4,490,000, net of commissions, during the nine months ended April 30,
1997.
On February 18, 1997, the Board of Directors authorized the issuance of 32,600
shares of Sigma Alpha common stock to be issued to a consultant in consider-
ation for services rendered to the Company valued at approximately $65,000.
On February 18, 1997 the Board of Directors authorized the issuance of 5,000
shares of Sigma Alpha restricted common stock to be issued to the former Chief
Accounting Officer of the Company in lieu of the 5,000 shares of Sigma Alpha
restricted common stock forfeited under the terms of his employment contract
as a result of leaving Sigma Alpha prior to completing two years of service.
12
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997 and 1996
NOTE 7 - WARRANTS AND OPTIONS
Warrants
In August 1996, Sigma Alpha issued to its SEC counsel warrants to purchase
100,000 shares of the Company's common stock at a price of $2.00 per share in
consideration for services rendered to Sigma Alpha. These Warrants expire on
August 31, 1999.
On December 16, 1996, Sigma Alpha issued to its investment banker warrants to
purchase 300,000 shares of Sigma Alpha common stock at an exercise price of
$2.00 per share in consideration for $3,000 and services rendered to the
Company. These warrants expire in December 2001.
On February 5, 1997, Sigma Alpha issued to a consultant warrants to purchase
300,000 shares of Sigma Alpha common stock at an exercise price of $3.00 per
share in consideration for $3,000 and services rendered to Sigma Alpha. These
warrants expire in February 2001.
On May 1, 1997, Sigma Alpha issued to a consultant warrants to purchase 25,000
shares of Sigma Alpha common stock at an exercise price of $3.50 per share
for services to be rendered to Sigma Alpha between May 1, 1997 and October 31,
1997. These warrants expire on April 30, 1998.
On May 1, 1997, Sigma Alpha issued to a consultant warrants to purchase 100,000
shares of Sigma Alpha common stock at an exercise price of $3.00 per share for
services to be rendered to Sigma Alpha as Chairman of an advisory board to be
established by the Board of Directors. These warrants expire on May 1, 2002.
On May 8, 1997, Sigma Alpha issued to a consultant warrants to purchase 500,000
shares of Sigma Alpha common stock at an exercise price of $2.40 per share for
services to be rendered to Sigma Alpha between May 8, 1997 and May 8, 1998.
Warrants representing the consultants right to purchase 250,000 of such shares
became exercisable immediately upon execution of the consulting agreement and
expire on May 8, 2000. Warrants representing the consultants right to purchase
the 250,000 share balance become exercisable commencing on the date Sigma
Alpha's securities are listed on the NASDAQ Small-Cap Market and expire three
years from that date.
Options
The Board of Directors periodically authorizes the issuance of options to
purchase common stock of Sigma Alpha to employees and members of the Board of
Directors. These options may be exercised at the fair market value of Sigma
Alpha common stock on the date of the grant and carry such other terms as are
outlined in the Sigma Alpha stock option plan. During the nine months ended
April 30, 1997, the following stock options were granted:
- On February 10, 1997, 25,000 options were granted to Sigma Alpha's Vice
President of Finance pursuant to the terms of his employment contract.
13
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
April 30, 1997 and 1996
NOTE 7 - WARRANTS AND OPTIONS (continued)
Options (continued)
- On February 18, 1997, 250,000 options were granted to Sigma Alpha's
Chairman.
- On February 18, 1997, 50,000 options were granted to each of the two
outside members of the Board of Directors.
- On March 10, 1997, 10,000 options were granted to Sigma Alpha's Manager of
Investor Relations.
On March 30, 1997, 30,000 options previously granted to Sigma Alpha's former
Chief Accounting Officer expired without being exercised pursuant to the terms
of his employment contract.
NOTE 8 - EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT
The Company recognized an extraordinary gain on the extinguishment of debt of
$10,000 during the nine months ended April 30, 1997, relating to accounts
payable in the aggregate amount of $11,000. The Company recognized an extra-
ordinary gain on the extinguishment of debt of $52,000 during the nine months
ended April 30, 1996, relating to accounts payable and taxes payable in the
aggregate amount of $119,000.
NOTE 9 - INCOME TAXES
There is no income tax benefit for operating losses for the nine months ended
April 30, 1997 and 1996 due to the following:
Current tax benefit - the operating losses cannot be carried back to
earlier years.
Deferred tax benefit - the deferred tax assets were offset by a valuation
allowance. Management believes that a valuation
allowance is considered necessary since it is more
likely than not that the deferred asset will not be
realized through future taxable income.
NOTE 10 - NET LOSS PER SHARE
Net loss per share is based upon the weighted average number of shares
outstanding, without assumed conversion of warrants and stock options, which
are considered to be common stock equivalents, since the effect on net loss
per share would be anti-dilutive.
14
PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Sigma Alpha
Group, Ltd. and subsidiaries' consolidated financial statements appearing
elsewhere in this report.
General Operations
Sigma Alpha Group, Ltd. ("Sigma Alpha") and its 80% owned subsidiary, Global
Telecommunications of Delaware, Inc. ("Global"), are pursuing a business
strategy of bringing new technology and new business ideas to less developed
countries. During the nine months ended April 30, 1997, Sigma Alpha and Global
(together, the "Company") conducted activities directed toward the production,
development and sale of Global's Stock Information Receiver ("SIR") system in
China and research and development of a Voice Information Pager ("VIP"), also
sometimes referred to as a Digital Voice Pager.
The Company received orders for a total of 41,000 SIR's from four radio
stations in China, of which 12,430 were shipped to one radio station during the
nine months ended April 30, 1997. With respect to the unshipped balance of the
order of 28,570 SIR units, Global has recently been developing the second
generation of the SIR (the "SIR 200"), which is designed to improve on the
performance of its predecessor (the "SIR 100") and correct a minor technical
problem experienced by some of the SIR 100 units previously shipped. Global
may begin production and sales of the SIR 200 in July or August 1997.
Global had no sales of SIR 100 units and did not collect any of its accounts
receivable during the three months ended April 30, 1997 as a result of customer
preference to wait for the introduction of the SIR 200. However, the customer
agreed in June 1997 to begin paying down the accounts receivable balance as a
result of the progress being made on development of the SIR 200 and as a result
of receiving assurances from Global that any faulty SIR 100 units would be
repaired. Global's cost (if any) to repair faulty SIR 100 units is not
expected to be significant. The customer also has expressed a willingness to
accept delivery in the future of SIR 100 units that have been modified to
correct the minor technical problem.
In March 1997, Global entered into an agreement with Shanxi People's Broad-
casting Radio ("Radio Shanxi") relating to the formation by Radio Shanxi of a
specialized radio network known as Great Wall Satellite Stock Market Informa-
tion Broadcasting ("Great Wall Radio"). Using Radio Shanxi's satellite system,
Great Wall Radio provides professional stock market information throughout
China. Radio Shanxi has projected the need for a minimum of 80,000 of Global's
SIR units to function as proprietary receivers of Great Wall Radio's trans-
missions. The agreement provides among other things that Radio Shanxi will
purchase SIR units from Global, and Global will receive 15% of Radio Shanxi's
net income from service fees and advertising revenue generated by local radio
stations through Great Wall Radio. Global will provide equipment necessary to
implement the SIR system at satellite downlink stations of Great Wall Radio.
15
On January 18, 1996, Global entered into a development agreement with Innotel,
Inc. ("Innotel") under which Innotel was to deliver to Global a VIP prototype
for inspection, demonstration and field testing on or before March 15, 1996.
Pursuant to the development agreement, Global is obligated to pay Innotel up to
$414,000 of which $346,000 has already been paid. The delivery date was
extended first to December 31, 1996 and then again to January 31, 1997. The
prototype delivered by Innotel was not acceptable and did not meet Global's
performance standards. As a result, Global did not accept the VIP prototype
and Innotel's work under the development agreement has been suspended. Global
is currently evaluating its options under the development agreement.
In April 1997, the Company entered a development and licensing agreement with
Mikros Systems Corporation ("Mikros") and Data Design and Development Corp.
("3-D") under which Mikros will provide design work and services regarding
further development of the Company's VIP, and the Company will license certain
technology from Mikros and 3-D for use in the VIP. The agreement provides for
time and material payments to Mikros not to exceed $500,000 in the aggregate,
of which $167,000 and $210,000 had already been paid as of April 30, 1997 and
June 13, 1997, respectively. The agreement also provides for royalty fees
payable quarterly to Mikros and 3-D totalling $5.00 per unit of product sold
containing the licensed technology. Such royalty fees are subject to a
reduction of $500 for each day after September 30, 1997 in which Mikros fails
to complete certain VIP development requirements.
In April 1997, the Company entered into a letter of intent with the Batista
Group regarding their purchase of $5,000,000 of the Company's restricted common
shares at a price of $2.00 per share and the issuance of an option to acquire
an additional $5,000,000 of restricted common shares at a price of $2.50 per
share. The transaction is subject to the satisfactory completion of due
diligence by the Batista Group and the terms of a definitive joint venture
agreement ("Agreement") to be negotiated between the parties. The shares to be
purchased by the Batista Group will be afforded certain registration rights.
The parties have agreed to use their best efforts to execute the Agreement on
or before June 18, 1997; however, that date is expected to be extended to allow
the Batista Group additional time to complete its due diligence.
The Agreement will also provide for the formation of a joint venture between
the Company and the Batista Group for the purpose of marketing, selling and
distributing the Company's VIP and other telecommunication products in Central
and South America. The Agreement will provide that the Batista Group will have
a 51% interest in the joint venture and the Company will own the remaining 49%
interest. The Batista Group will be responsible for marketing, distribution,
and sale of products in the targeted countries and the Company will supply its
VIP and other product technology together with technical training and marketing
support. Management is aware, however, that there can be no assurances that
(1) the VIP will be developed into a commercially viable product, (2) the joint
venture can successfully market the VIP, or (3) the Agreement with the Batista
Group will be consumated, completed or implemented as negotiated.
16
Nine Months Ended April 30, 1997
vs. Nine Months Ended April 30, 1996
____________________________________
Results of Operations
For the nine months ended April 30, 1997, the Company incurred a net loss of
$2,272,000 on revenues of $348,000 compared to a net loss of $1,823,000 on no
revenues for the nine months ended April 30, 1996. The $449,000 increase in
net loss is due to a $496,000 increase in operating expenses and a $42,000
reduction in extraordinary gain on extinguishment of debt, partially offset by
a $55,000 increase in other income and the recognition of sales and related
gross profit of $34,000 in the nine months ended April 30, 1997.
Gross profit for the nine months ended April 30, 1997 was $34,000 on sales of
12,430 SIR units. There were no sales or gross profits during the nine months
ended April 30, 1996.
Operating expenses for the nine months ended April 30, 1997 were $2,370,000
compared to $1,874,000 for the nine months ended April 30, 1996, a $496,000
increase. The increase is primarily due to a $326,000 increase in officers'
compensation, a $155,000 increase in consulting fees and a $99,000 increase in
selling expenses, partially offset by a $122,000 decrease in research and
development expenses.
The variances are attributed to the following components. Officers' compen-
sation increased $326,000 due to the issuance of 1,250,000 shares of common
stock to the Sigma Alpha Chairman valued at $188,000 on August 27, 1996, Sigma
Alpha's redemption from the Chairman of 97,000 shares of Preferred Series C
Stock for $49,000 in excess of original cost, a 15% increase in the Chairman's
salary effective July 22, 1996 and other normal officer salary increases.
Consulting fees increased $155,000 primarily due to fees paid to Sigma Alpha's
investment banker since December 1996 and the issuance of 32,600 shares of
Sigma Alpha common stock to a consultant valued at $65,000 on February 18,
1997. Selling expenses were $99,000 during the nine months ended April 30,
1997 as Global began selling SIR units in China for the first time in November
1996. Research and development costs decreased $122,000 because the Company
chose to focus temporarily on production of the SIR in lieu of further research
and development on the VIP. However, that trend is expected to reverse as a
result of the Development and Licensing Agreement entered with Mikros in April
1997.
Interest expense was $0 for the nine months ended April 30, 1997 compared
to $20,000 for the nine months ended April 30, 1996. This was a result of
having to pay interest in order to settle debt during the nine months ended
April 30, 1996. Interest income was $52,000 for the nine months ended
April 30, 1997 compared to $17,000 for the nine months ended April 30, 1996.
The increase was due to higher cash balances available for investment as a
result of a $5,000,000 equity raise during the nine months ended April 30,
1997.
17
Three Months Ended April 30, 1997
vs. Three Months Ended April 30, 1996
_______________________________________
Results of Operations
For the three months ended April 30, 1997, the Company incurred a net loss of
$1,061,000 on no revenues. Global had no sales of SIR 100 units during the
three months ended April 30, 1997 as a result of customer preference to wait
for the introduction of the SIR 200 and for modifications to correct the minor
technical problem with the SIR 100. The Company incurred a net loss of
$422,000 on no revenues for the three months ended April 30, 1996. The
$639,000 increase in the net loss for the three month period is attributed to
an increase in operating expenses of $653,000.
Operating expenses for the three months ended April 30, 1997 were $1,093,000
compared to $440,000 for the three months ended April 30, 1996, a $653,000
increase. The increase is attributable to higher costs in all categories of
operating expenses, including a $182,000 increase in research and development
costs, a $155,000 increase in consulting fees, an $86,000 increase in other
expenses, a $64,000 increase in selling expenses and a $63,000 increase in
travel expenses. The $182,000 increase in research and development costs was
primarily due to payments made to Mikros under the Development and Licensing
Agreement entered in April 1997. The $155,000 increase in consulting fees was
largely due to fees paid to Sigma Alpha's investment banker since December 1996
and the issuance of 32,600 shares of Sigma Alpha common stock to a consultant
valued at $65,000 on February 18, 1997. The $86,000 increase in other expenses
is due to a general increase in a broad range of general and administrative
expenses. The $64,000 increase in selling expenses and $63,000 increase in
travel expenses are both due to efforts to establish marketing activities in
China.
Liquidity and Capital Resources
At April 30, 1997, the Company had working capital of $2,890,000 compared to
$924,000 at July 31, 1996. The increase of $1,966,000 largely reflects the
sale of 2,500,000 shares of common stock for proceeds of $4,490,000, net of
commissions, during the nine months ended April 30, 1997.
Funding of the Company's operations was significantly improved during the nine
months ended April 30, 1997 with the sale of 2,500,000 shares of common stock
for $4,490,000, net of commissions. Management believes that these funds,
along with funds provided by the Batista Group upon successful closing of the
Agreement, will provide working capital for the Company's operations, enable
the Company to initially market its SIR's in China, make improvements and
refinements of its products, and further develop the Company's digital voice
pager system.
Management is aware, however, that there can be no assurances that (1) the SIR
and VIP will be developed into commercially viable products, (2) the Company
can successfully market the SIR and VIP products, (3) the agreement with Radio
Shanxi will be implemented as negotiated, or (4) the agreement with the Batista
Group will be consumated, completed and implemented as negotiated. In the
event the Agreement with the Batista Group is not consumated, the Company will
be required to seek additional funding in order to attempt to achieve the
objectives noted above.
18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Registrant's Annual Report on
Form 10-KSB for the year ended July 31, 1996.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Events
None
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K:
None
Exhibit - 27. Financial Data Schedule
19
PAGE>
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.
Dated: June 13, 1997
SIGMA ALPHA GROUP, LTD.
(REGISTRANT)
By:s/James M. Boyd, Jr.
James M. Boyd, Jr.
Duly Authorized Officer
and Chief Accounting Officer
(Principal Financial and
Accounting Officer)
20