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 January 31, 1998
( ) 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 the registrant's common stock
$.001 par value per share as of February 6, 1998 were 20,244,924.
SIGMA ALPHA GROUP, LTD.
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Consolidated Balance Sheets at
January 31, 1998 (unaudited) and
July 31, 1997 (audited) 3-4
Consolidated Statements of Operations
for the six months and three months
ended January 31, 1998 and 1997
(unaudited) 5
Consolidated Statement of Stockholders'
Equity for the six months ended January
31, 1998 (unaudited) 6
Consolidated Statements of Cash Flows
for the six months ended January 31,
1998 and 1997 (unaudited) 7-8
Notes to Consolidated Financial
Statements (unaudited) 9-12
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition 13-14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of
Security Holders 15
Item 5. Other Events 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 16
PART I. - FINANCIAL INFORMATION
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Rounded to Nearest Thousand)
January 31, July 31,
1998 1997
----------- ----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash and equivalents $ 56,000 $1,688,000
Inventory 78,000 78,000
Prepaid expenses and other current assets 40,000 20,000
--------- ---------
174,000 1,786,000
PROPERTY AND EQUIPMENT, NET 44,000 48,000
OTHER ASSETS
Goodwill 34,000 42,000
Patent 34,000 22,000
--------- ---------
68,000 64,000
--------- ---------
TOTAL ASSETS $ 286,000 $1,898,000
========= =========
<FN>
See accompanying notes
3
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Rounded to Nearest Thousand)
January 31, July 31,
1998 1997
----------- ----------
(Unaudited) (Audited)
LIABILITIES
CURRENT LIABILITIES
Notes payable $ 250,000 $ -
Accounts payable - trade 643,000 190,000
Accrued taxes, other than income taxes 52,000 52,000
Accrued wages - officers 10,000 21,000
Accrued expenses and other current
liabilities 111,000 111,000
--------- ---------
TOTAL CURRENT LIABILITIES 1,066,000 374,000
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
PREFERRED STOCK
SERIES B, $5.00 CONVERTIBLE, $.001 par value;
authorized, 800,000 shares; issued and
outstanding, 0 shares at January 31, 1998
664,000 shares at July 31, 1997 - 1,000
ADDITIONAL PAID-IN CAPITAL - 3,321,000
COMMON STOCK, $.001 par value; authorized
50,000,000 shares; issued and outstanding,
20,245,000 shares at January 31, 1998 and
18,907,000 at July 31, 1997 20,000 19,000
ADDITIONAL PAID-IN CAPITAL 25,636,000 22,313,000
WARRANTS OUTSTANDING 454,000 428,000
ACCUMULATED DEFICIT (26,890,000) (24,558,000)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) ( 780,000) 1,524,000
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 286,000 $ 1,898,000
========== ==========
<FN>
See accompanying notes
4
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(Rounded to Nearest Thousand)
SIX MONTHS ENDED THREE MONTHS ENDED
JANUARY 31, JANUARY 31,
------------------------ ------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
SALES $ - $ 348,000 $ - $ 129,000
COST OF SALES - 314,000 - 102,000
---------- ---------- ---------- ----------
GROSS PROFIT - 34,000 - 27,000
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Officers' compensation 558,000 541,000 307,000 202,000
Other salaries and
payroll costs 116,000 40,000 64,000 21,000
Consulting fees 358,000 163,000 141,000 89,000
Professional fees 122,000 69,000 58,000 13,000
Research and development 802,000 53,000 423,000 25,000
Travel 219,000 192,000 92,000 90,000
Other 172,000 211,000 86,000 103,000
---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES 2,347,000 1,269,000 1,171,000 543,000
---------- ---------- ---------- ----------
LOSS FROM OPERATIONS (2,347,000) (1,235,000) (1,171,000) (516,000)
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE)
Royalties - 2,000 - 2,000
Interest expense ( 6,000) - ( 6,000) -
Interest income 21,000 22,000 5,000 12,000
---------- ---------- ---------- ----------
15,000 24,000 (1,000) 14,000
---------- ---------- ---------- ----------
NET LOSS $(2,332,000) $(1,211,000) $(1,172,000) $ (502,000)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 19,686,000 16,223,000 20,243,000 17,224,000
NET LOSS PER COMMON SHARE $(0.12) $(0.07) $(0.06) $(0.03)
========== ========== ========== ==========
<FN>
See accompanying notes
5
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JANUARY 31, 1998
(Rounded to Nearest Thousand)
PREFERRED STOCK "SERIES B"
------------------------------------
ADDITIONAL
NUMBER OF PAID-IN
SHARES AMOUNT CAPITAL
--------- -------- -----------
BALANCES, JULY 31, 1996 664,000 $ 1,000 $ 3,321,000
Six months ended January 31,
1998 (unaudited):
Conversion to common stock (664,000) (1,000) (3,321,000)
-------- ------- ----------
BALANCES, JANUARY 31, 1997 - $ - $ -
======== ======= ==========
COMMON STOCK
-----------------------------------------------
ADDITIONAL
NUMBER OF PAID -IN WARRANTS ACCUMULATED
SHARES AMOUNT CAPITAL OUTSTANDING DEFICIT
---------- ------- ----------- ----------- ------------
BALANCES,
JULY 31, 1997 18,907,000 $19,000 $22,313,000 $ 428,000 $(24,558,000)
Six months ended
January 31, 1998
(unaudited):
Preferred Series
B conversion 1,328,000 1,000 3,321,000 - -
Warrants issued - - - 28,000 -
Warrants
exercised 10,000 - 2,000 ( 2,000) -
Net loss - - - - ( 2,332,000)
---------- ------ ---------- -------- -----------
BALANCES,
JANUARY 31,
1998 20,245,000 $20,000 $25,636,000 $ 454,000 $(26,890,000)
========== ====== ========== ======== ===========
[FN]
See accompanying notes
6
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Rounded to Nearest Thousand)
SIX MONTHS ENDED
JANUARY 31,
----------------------------
1998 1997
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,332,000) $(1,211,000)
Adjustments to reconcile net loss
to net cash flows from operating
activities:
Depreciation and amortization 23,000 20,000
Issuance of common stock for
officers' compensation - 188,000
(Increase) decrease in:
Accounts receivable - ( 191,000)
Inventory - ( 400,000)
Prepaid expenses and other current
assets 4,000 ( 16,000)
Increase (decrease) in:
Accounts payable - trade 453,000 486,000
Accrued wages - officers ( 11,000) -
Accrued expenses and other current
liabilities - ( 30,000)
---------- ----------
Net cash used in operating activities (1,863,000) (1,154,000)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in certificate of deposit - (50,000)
Cost of patent ( 16,000) ( 2,000)
Purchase of equipment ( 3,000) (22,000)
---------- ----------
Net cash used in investing activities ( 19,000) (74,000)
---------- ----------
<FN>
See accompanying notes
7
SIGMA ALPHA GROUP, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Rounded to Nearest Thousand)
SIX MONTHS ENDED
JANUARY 31,
----------------------------
1998 1997
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans payable $ 250,000 $ -
Repayment of loans payable - ( 16,000)
Proceeds from issuance of common stock - 5,000,000
Commission on common stock issuance - ( 510,000)
Increase in stock subscription receivable - (3,110,000)
Repurchase of Preferred Series C stock - ( 487,000)
---------- ----------
Net cash provided by financing activities 250,000 877,000
---------- ----------
NET CHANGE IN CASH AND EQUIVALENTS (1,632,000) ( 351,000)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 1,688,000 1,173,000
---------- ----------
CASH AND EQUIVALENTS, END OF PERIOD $ 56,000 $ 822,000
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid during the period:
Interest $ - $ -
Income taxes $ - $ -
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING ACTIVITIES
Common stock issued for retirement
of Series B Preferred stock $ 3,322,000 $ -
Issuance of common stock warrants
for prepaid expenses $ 28,000 $ -
Common stock issued for retirement
of Series A Preferred stock $ - $ 882,000
<FN>
See accompanying notes
8
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998 AND 1997
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, 1997.
Certain amounts for the six months ended January 31, 1997 have been
reclassified to conform to the presentation for the six months ended January
31, 1998.
The results of operations for the six month periods ended January 31, 1998 and
1997 are not necessarily indicative of operating results for the full year.
NOTE 2 - BUSINESS ACTIVITIES
During the six months ended January 31, 1998, Sigma Alpha Group, Ltd. (the
"Company") conducted activities directed toward the research and development of
its 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 - NOTES PAYABLE
On January 15, 1998 the Company borrowed $250,000 on a short-term basis (the
"Demand Notes"). The Demand Notes are payable, including accrued interest,
within 45 days of demand, but not later than March 31, 1998. The principal
balance accrues interest at the rate of prime plus 1% (9.5% as of January 31,
1998), and is collateralized by substantially all of the Company's assets. The
entire principal balance of the Demand Notes and accrued interest may be
converted, at the option of the lenders, into shares of the Company's common
stock at a price of $1.50 per share. If the principal plus accrued interest
has not first been converted into common stock at the lenders' request, it is
the Company's intention to repay the Demand Notes from funds expected to be
raised through the sale of equity capital. The Demand Notes also provide for
the lenders to receive warrants to purchase shares of the Company's common
stock (see Note 7).
9
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998 AND 1997
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company periodically uses sub-contractors to work on the development of its
Digital Voice Pager project. As of January 31, 1998, the Company had paid an
aggregate of $831,000 against contract limits aggregating $1,529,000. Manage-
ment expects to continue to utilize sub-contractorss, where appropriate, to
help develop its products.
NOTE 6 - PREFERRED STOCK
On September 2, 1997, the Company redeemed the remaining 664,000 shares of
Series B preferred stock for the Company's common stock on a two for one basis,
or an aggregate of 1,328,000 common shares. The Company no longer has any
preferred stock outstanding.
NOTE 7 - WARRANTS OUTSTANDING
The Demand Notes (see Note 4) provide for the lenders to receive warrants to
purchase 50,000 shares of the Company's common stock at the market price on the
date of the loan ($1.50 per share). These warrants expire on January 15, 2003.
On January 26, 1998, the Company issued to a consultant, warrants to purchase
100,000 shares of the Company's common stock at an exercise price of $1.3125
per share for services to be rendered to the Company during the succeeding 12
months. Warrants representing the consultant's right to purchase the first
50,000 of such shares became exercisable immediately upon execution of the
consulting agreement and expire on January 26, 2001. Warrants representing the
consultant's right to purchase the remaining 50,000 share balance become
exercisable commencing on the date the Company's securities are listed on the
NASDAQ Small-CAP Market and expire three years from that date.
On February 4, 1998 the Company issued to a consultant, warrants to purchase
200,000 shares of the Company's common stock at an exercise price of $1.25 per
share. These warrants were issued in consideration for services rendered in
raising equity capital for the Company. The warrants expire on February 4,
1999.
10
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998 AND 1997
NOTE 8 - INCOME TAXES
There is no income tax benefit for operating losses for the three and six month
periods ended January 31, 1998 and 1997 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 required by FASB Statement 109,
"Accounting for Income Taxes." The valuation
allowance is necessary because, according to
criteria established by FASB Statement 109, it is
more likely than not that the deferred tax asset
will not be realized through future taxable income.
NOTE 9 - NET LOSS PER COMMON SHARE
In February 1997, the FASB issued Statement 128, "Earnings Per Share," which
establishes standards for computing and presenting earnings per share. FASB
Statement 128 is effective for financial statements issued for periods ending
after December 15, 1997, including interim periods, and earlier application is
not permitted. In addition, FASB Statement 128 requires restatement of prior
periods' earnings per share.
The Company adopted FASB Statement 128 effective in its fiscal quarter ended
January 31, 1998. Prior period amounts for net loss per common share were
recomputed in accordance with Statement 128; however, such recomputed amounts
were unchanged from those previously reported.
Net loss per common share is based upon the weighted average number of common
shares outstanding during the period. Net loss per common share after the
assumed conversion of potential common shares (warrants, stock options and
convertible debt) was not presented because the effect of such conversions
would be antidilutive.
11
SIGMA ALPHA GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998 AND 1997
NOTE 12 - SUBSEQUENT EVENT
On February 10, 1998, the Company's Board of Directors authorized the issuance
of options to purchase 935,000 shares of the Company's common stock. These
stock options may be exercised over a period of ten years at the fair market
value on the date of the grant ($1.343 per share) and generally carry such
other terms as are outlined in the Company's Stock Option Plan. The stock
options were granted to the following officers, directors and certain employees
of the Company.
- 100,000 options to each of the two outside members of the Company's
Board of Directors
- 100,000 options to the Chairman and Chief Executive Officer of the
Company
- 250,000 options to the President of the Company
- 150,000 options to the Senior Vice President and Chief Operating Officer
of the Company
- 50,000 options to the Vice President of Finance and Chief Accounting
Officer of the Company
- 50,000 options to the Secretary of the Company
- 135,000 options to other employees of the Company
12
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
Company's consolidated financial statements appearing elsewhere in this
report.
General Operations
- ------------------
Sigma Alpha Group, Ltd. ("the Company") is pursuing a business strategy of
bringing new telecommunications products to emerging world markets. During
the six months ended January 31, 1998, the Company conducted activities
directed toward the research and development of its Digital Voice Pager.
Six Months Ended January 31, 1998
vs. Six Months Ended January 31, 1997
- -------------------------------------
Results of Operations
For the six months ended January 31, 1998, the Company incurred a net loss
of $2,332,000 on no revenue compared to a net loss of $1,211,000 on revenues of
$348,000 for the six months ended January 31, 1997.
During the six months ended January 31, 1997, Global Telecommunications
of Delaware, Inc. ("Global"), the Company's 80-percent owned subsidiary,
recognized $348,000 of revenue from the sale of approximately 12,400 of its
stock information receiver ("SIR") units. However, in August 1997 the Company
suspended Global's SIR program after concluding that its limited capital
resources would not allow for the continued development of the SIR system in
parallel with the Company's core business strategy of developing and
commercializing its Digital Voice Pager technology. Since no SIR units were
sold in the six months ended January 31, 1998 and since the Digital Voice Pager
is still under development, the Company had no operating revenues in the six
months ended January 31, 1998.
The $1,121,000 increase in net loss was primarily due to higher research
and development expenses, consulting fees, professional fees, and other
salaries and payroll costs. Also contributing to the increase in net loss was
the absence of gross profit of $34,000 incurred on the sale of SIR units during
the six months ended January 31, 1997.
Research and development costs increased $749,000 due to costs incurred
during the six months ended January 31, 1998 on developing the Digital Voice
Pager. Consulting fees and professional fees increased $195,000 and $53,000,
respectively, for the six months ended January 31, 1998 primarily due to higher
fees paid to investment bankers, attorneys and other consultants who assisted
the Company in raising equity capital, developing strategic alliances and
negotiating contracts. Other salaries and payroll costs increased $76,000 for
the six months ended January 31, 1998 due to higher payroll taxes and medical
benefits attributable to the addition of new employees.
13
Three Months Ended January 31, 1998
vs. Three Months Ended January 31, 1997
- ---------------------------------------
Results of Operations
For the three months ended January 31, 1998 ("Fiscal 2Q98"), the Company
incurred a net loss of $1,172,000 on no sales compared to a net loss of
$502,000 on sales of $129,000 for the three months ended January 31, 1997
("Fiscal 2Q97").
In Fiscal 2Q97, Global recognized $129,000 of revenue from the sale of
approximately 4,600 of its SIR units. As further described above, Global's SIR
program was suspended in August 1997. Therefore, the Company had no operating
revenues in Fiscal 2Q98.
The $670,000 increase in net loss is primarily due to higher research and
development expenses, officers' compensation, consulting fees, professional
fees, and other salaries and payroll costs. Also contributing to the increase
in net loss was the absence of gross profit of $27,000 incurred on the sale of
SIR units during Fiscal 2Q97.
Research and development costs increased $398,000 due to costs incurred
during Fiscal 2Q98 on developing the Digital Voice Pager. Officers'
compensation increased $105,000 in Fiscal 2Q98 due to the hiring of a new
Senior Vice President and Chief Operating Officer in July 1997 and a new
President in October 1997. Consulting fees and professional fees increased
$52,000 and $45,000, respectively, in Fiscal 2Q98 primarily due to higher fees
paid to investment bankers and attorneys who assisted the Company in raising
equity capital and negotiating contracts. Other salaries and payroll costs
increased $43,000 in Fiscal 2Q98 due to higher payroll taxes and medical
benefits attributable to the addition of new employees.
Liquidity and Capital Resources
At January 31, 1998, the Company had a working capital deficit of $892,000
as compared to working capital of $1,412,000 at July 31, 1997. The working
capital decrease of $2,304,000 largely reflects the use of cash in operations
during the six months ended January 31, 1998.
Management is aware that significant additional funding will be required
in order to achieve its primary objectives. Management has been actively
soliciting additional equity investments. In January 1998 the Company obtained
convertible demand loans totaling $250,000 to provide short-term operating
funds until additional equity is secured.
There can be no assurances, however, that sufficient funding will be
generated or available, or if available, on terms acceptable to the Company.
In addition, management is aware that there can be no assurances that the
Digital Voice Pager will be developed into a commercially viable product.
14
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, 1997.
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
None
Exhibit - 27. Financial Data Schedule
15
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: February 19, 1998
SIGMA ALPHA GROUP, LTD.
(REGISTRANT)
By: s/James M. Boyd, Jr.
--------------------
James M. Boyd, Jr.
Vice President of Finance
and Chief Accounting Officer
16