<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the transitional period from ____________________ to _____________________
Commission File Number: 0-22077
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ERGOBILT, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-2600529
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
5000 Quorum Drive, Suite 147, Dallas, Texas 75240
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(972) 233-8504
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Registrant's telephone number including area code
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: $.0001 par value, 6,056,000
shares as of May 14, 1997
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ERGOBILT, INC.
TABLE OF CONTENTS
FORM 10-Q/A
March 31, 1997
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Index to Financial Statements 2
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
Index to exhibits 18
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheets as of December 31, 1996 and
March 31, 1997 (unaudited) 3
Consolidated Statements of Income for the three month
periods ended March 31, 1996 (unaudited) and
1997 (unaudited) 5
Consolidated Statements of Cash Flows for the three month periods
ended March 31, 1996 (unaudited) and
1997 (unaudited) 6
Notes to consolidated financial statements 8
</TABLE>
2
<PAGE> 4
ERGOBILT, INC.
Consolidated Balance Sheets
December 31, 1996 and March 31, 1997
<TABLE>
<CAPTION>
(unaudited)
December 31, March 31,
Assets 1996 1997
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 32,150 $ 1,564,255
Accounts receivable 28,198 3,266,390
Inventory -- 2,042,191
Prepaid expenses -- 176,880
Shareholder receivable -- 201,149
Other current assets 90,328 78,593
----------- -----------
Total current assets 150,676 7,329,458
----------- -----------
Property and equipment:
Land -- 7,450
Building and improvements -- 1,376,418
Furniture and fixtures 12,513 192,544
Equipment 9,455 511,019
Vehicles -- 251,070
Computer equipment 32,623 493,112
----------- -----------
54,591 2,831,613
Less accumulated depreciation 10,387 119,236
----------- -----------
Property and equipment, net 44,204 2,712,377
Other assets:
Shareholder receivable 48,325 49,717
Offering and merger costs 661,453 --
Goodwill, net -- 13,204,076
Deferred tax assets 85,543 85,543
Other assets 212 384,329
----------- -----------
Total other assets 795,533 13,723,665
----------- -----------
$ 990,413 $23,765,500
=========== ===========
</TABLE>
(Continued)
3
<PAGE> 5
ERGOBILT, INC.
Consolidated Balance Sheets, Continued
<TABLE>
<CAPTION>
(unaudited)
December 31, March 31,
Liabilities and Shareholders' Equity 1996 1997
------------ ------------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ -- $ 223,654
Accounts payable 692,490 1,280,308
Accrued expenses 65,174 368,058
Income taxes -- 388,123
Commissions payable -- 130,058
Notes payable 500,000 --
------------ ------------
Total current liabilities 1,257,664 2,390,201
------------ ------------
Long-term debt:
Notes payable, less current portion -- 834,065
Shareholders' equity:
Preferred stock, $.01 par value; 10,000,000 shares authorized -- --
Common stock, $.0001 par value; 20,000,000 shares authorized;
2,770,285 and 6,056,000 shares issued and outstanding
at December 31, 1996 and March 31, 1997, respectively 277 606
Additional paid-in capital 823 20,368,722
Retained earnings (deficit) (268,351) 171,906
------------ ------------
Total shareholders' equity (267,251) 20,541,234
------------ ------------
$ 990,413 $ 23,765,500
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 6
ERGOBILT, INC.
Consolidated Statements of Income
For the three month periods ended March 31, 1996 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Sales $ 136,709 $ 3,731,267
Cost of sales 36,602 1,878,652
----------- -----------
Gross profit 100,107 1,852,615
Selling, general and administrative expenses 64,056 1,167,142
----------- -----------
Operating income 36,051 685,473
Interest expense and other, net -- (9,917)
----------- -----------
Income before income taxes 36,051 695,390
Income tax expense (benefit) (12,076) 255,133
----------- -----------
Net income $ 48,127 $ 440,257
=========== ===========
Net income per share $ 0.02 $ 0.09
=========== ===========
Weighted average common and common
equivalent shares outstanding 2,770,285 4,732,666
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 7
ERGOBILT, INC.
Consolidated Statements of Cash Flows
For the three month periods ended March 31, 1996 and 1997
(Unaudited)
<TABLE>
<CAPTION>
1996 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 48,127 $ 440,257
Adjustment to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,121 96,169
Deferred income taxes (11,376) -
Changes in assets and liabilities:
Accounts receivable 29 (1,214,254)
Inventory - (154,048)
Prepaid expenses - 22,229
Taxes payable (700) 297,976
Other current assets - 10,586
Shareholder receivable (8,821) 18,762
Other noncurrent assets - (344,225)
Accounts payable 2,049 210,717
Accrued expenses 909 243,241
Commissions payable - (37,938)
Other - 53,666
------------ ------------
Net cash provided by (used in) operating activities 32,338 (356,862)
------------ ------------
Cash flows from investing activities
Purchase of property and equipment (12,255) (238,819)
Acquisition of BodyBilt, net of cash acquired - (5,131,484)
------------ ------------
Net cash used in investing activities (12,255) (5,370,303)
------------ ------------
Cash flows from financing activities:
Issuance of common stock, net of costs - 10,485,140
Purchase of common stock - (224,995)
Proceeds from borrowings - 1,140,000
Repayment of borrowings - (4,140,875)
Offering and merger costs (19,158) -
------------ ------------
Net cash provided by (used in) financing activities (19,158) 7,259,270
------------ ------------
Net increase in cash 925 1,532,105
Cash and cash equivalents at beginning of period 14,150 32,150
------------ ------------
Cash and cash equivalents at end of period $ 15,075 $ 1,564,255
============ ============
</TABLE>
(Continued)
6
<PAGE> 8
ERGOBILT, INC.
Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
1996 1997
----------- -----------
<S> <C> <C>
Supplemental disclosure of noncash financing activities:
Common stock issued in acquisition of BodyBilt $ -- $10,399,856
=========== ===========
Common stock issued to repay note payable $ -- $ 249,994
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ -- $ 35,676
=========== ===========
Income taxes $ -- $ 256,178
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
7
<PAGE> 9
ERGOBILT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Financial Statements
The accompanying unaudited Consolidated Financial Statements include
the accounts of ErgoBilt, Inc. and its wholly owned subsidiary (the
"Company").
The statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Regulation S-X. 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 (consisting
of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three
months ended March 31, 1997 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1997.
For further information, refer to the consolidated financial
statements and footnotes included in the Company's annual report on
Form 10-K for the year ended December 31, 1996.
Note 2 - Cash and Cash Equivalents
The carrying amount for cash and cash equivalents in not materially
different than fair market value due to the short maturities of the
instruments and/or their respective interest rates.
Note 3 - Stock Split
The Company affected a 2,770-for-1 stock split in January 1997. The
effects of the stock split have been retroactively applied to the
financial statements.
Note 4 - Issuance of Common Stock and Warrants
On February 5, 1997 the Company closed its initial public offering for
the sale of 1,700,000 shares of common stock at a price of $7 per
share. On March 18, 1997, the underwriters exercised their
overallotment provision and issued an additional 100,000 shares of the
Company's common stock at a price of $7 per share. The Company
received approximately $9,900,000 in net proceeds as a result of this
offering and the underwriters exercise of their overallotment. On
February 5, 1997 the Company issued to the underwriters warrants to
purchase 170,000 shares of common stock at a price of 120% of the
price to the public exercisable over a period of four years commencing
one year from February 3, 1997.
(Continued)
8
<PAGE> 10
ERGOBILT, INC.
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 5 - Business Acquisition
BodyBilt Seating, Inc. ("BodyBilt") was merged into a wholly-owned
subsidiary of the Company on February 5, 1997. As consideration for
the merger, the shareholders of BodyBilt received $17.6 million
payable in a combination of cash ($7.2 million), 780,630 shares of
common stock of the Company valued at $5.46 million and 705,085 shares
of Series A Preferred Stock of the Company valued at $4.94 million,
which was immediately converted into 705,085 shares of common stock.
BodyBilt is a developer, manufacturer and marketer of customized,
high-end ergonomic products. The acquisition has been accounted for by
the purchase method of accounting and, accordingly, the results of
operations of BodyBilt have been included in the Company's
consolidated financial statements from February 1, 1997. The excess of
the purchase price over the fair value of the net identifiable assets
acquired of $13.3 million has been recorded as goodwill and is being
amortized on a straight-line basis over 40 years.
The following unaudited pro forma financial information presents the
combined results of operations of the Company and BodyBilt as if the
acquisition had occurred as of the beginning of 1996 and 1997, after
giving effect to certain adjustments. The pro forma financial
information does not necessarily reflect the results of operations
that would have occurred had the acquisition occurred at the beginning
of the periods presented.
<TABLE>
<CAPTION>
(unaudited)
Three months ended March 31,
-----------------------------
1996 1997
---- ----
<S> <C> <C>
Net sales $ 3,582,032 $ 4,671,518
Net income (loss) (27,000) 384,756
Net income (loss) per share (.01) .06
</TABLE>
9
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
On February 5, 1997 BodyBilt, Inc. ("BodyBilt") was merged into a
wholly-owned subsidiary of the Company (the "Merger"). BodyBilt is a developer,
manufacturer and marketer of customized, high-end ergonomic products.
The financial statements for 1997 included in this 10-Q/A comprise the
operations of BodyBilt from February 1, 1997 through March 31, 1997 and the
operations of ErgoBilt, Inc. from January 1, 1997 to March 31, 1997. BodyBilt's
operations for 1996 are not included in the financial statements, as that
predates the acquisition. For selected financial data presented on a pro forma
basis as if the acquisition took place at the beginning of the periods
presented see financial statement footnote number 5.
The operations of ErgoBilt are discussed under the heading "ErgoBilt"
below. The remainder of Management's Discussion and Analysis of Financial
Condition and Results of Operations relates to the operations of BodyBilt.
Following the Merger, BodyBilt became the operating company, and ErgoBilt
became the parent company. The following discussion and analysis should be read
in conjunction with the consolidated financial statements of the Company and
the accompanying notes thereto included elsewhere in this Form 10-Q/A.
ERGOBILT
Since its incorporation in 1995, ErgoBilt's operations have consisted
primarily of providing advertising and marketing services to BodyBilt,
conducting activities necessary to complete the Merger and the Company's
initial public offering (the "Offering") and conducting other activities
necessary to plan for the operations of ErgoBilt and BodyBilt. ErgoBilt's
operating income for the quarter ended March 31, 1996 was $36,051. For the
quarter ended March 31, 1997, ErgoBilt had income from operations of $685,473.
The increase in operating income was due primarily to the inclusion of
BodyBilt's operations.
10
<PAGE> 12
BODYBILT
The following table sets forth certain unaudited quarterly financial
information for BodyBilt for the periods indicated. The table does not include
the amortization of goodwill in the amount of $55,000 for the two months
subsequent to the acquisition. This comparative information will be used for
the accompanying "Management Discussion and Analysis" as management believes
this is the most relevant information for comparing the ongoing operations of
the Company.
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1997
------ ------
(in thousands)
<S> <C> <C>
Sales $3,582 $4,671
Cost of sales 1,990 2,484
------ ------
Gross profit 1,592 2,187
Selling, general and administrative expenses 1,536 1,260
------ ------
Operating income 56 927
Interest expense and other, net 38 34
------ ------
Income before income taxes $ 18 $ 893
====== ======
</TABLE>
GENERAL. BodyBilt generates revenue through sales of its products to
corporate customers, dealers and retailers. The majority of BodyBilt's sales
are generated by either BodyBilt's direct sales force or by independent sales
representatives, who are paid a commission for each unit sold. Typically,
BodyBilt's sales are directed through a network of over 550 dealers who acquire
the products at a discount from retail and then resell the products to the
ultimate customer. BodyBilt believes that its growth has been driven by
increasing market acceptance of ergonomics and its success in (i) providing
superior quality products and service; (ii) expanding its direct sales force;
(iii) upgrading the quality of its independent sales representative firms; and
(iv) educating consumers about the benefits of ergonomics and the solutions
provided by BodyBilt's products. BodyBilt did not increase the suggested retail
prices of its chairs during this period.
In the first quarter of 1997, BodyBilt expanded its direct sales force
from 17 to 21 individuals and continues to retain the services of 21
independent sales representatives. In the first quarter of 1997, BodyBilt also
strengthened its sales organization by adding a national sales manager,
appointing a national accounts manager to focus on increasing market
penetration and restructuring its customer service and sales organizations to
be more responsive to the customers.
BodyBilt also entered into a license agreement with Computer
Translation Systems and Support, Inc., "C.T.S.S." during the first quarter of
1997. This license agreement contributed significant sales, gross profit and
operating profit to BodyBilt's first quarter results. The C.T.S.S. product,
called the Fon'iks Writer, is a state-of-the-art proprietary computer and
keyboard system, designed to facilitate voice-to-text transcription and data
capture services by substantially reducing the number of keystrokes necessary
for operation. C.T.S.S. contributed 11.1% of BodyBilt's first quarter revenue
and 12.1% of the gross profit.
Sales of BodyBilt increased $1.1 million, or 30.4%, from $3.6 million
for the quarter ended March 31, 1996, to $4.7 million for the quarter ended
March 31, 1997. Units sold increased by 1,344,
11
<PAGE> 13
or 21.3%, from 6,319 for the quarter ended March 31, 1996, to 7,663 for
quarter ended March 31, 1997. This sales increase was attributable to
heightened focus of the Company's sales, marketing and customer support groups
on the dealer and representative sales channel, increased acceptance of the
Company's ergonomic products and solutions, the addition of revenue due to the
C.T.S.S. license agreement and several large chair orders that were shipped in
the first quarter.
Gross profit increased $595,000 or 37.4%, from $1.6 million in the
quarter ended March 31, 1996, to $2.2 million in the quarter ended March 31,
1997. As a percentage of sales, gross profit increased from 44.4% in the
quarter ended March 31, 1996 to 46.8% for quarter ended March 31, 1997. This
increase in the percentage is a result of manufacturing efficiencies resulting
from higher chair shipments, a reduction in the parts cost of several on the
key components used in manufacturer of the Company's chairs and higher gross
profit margins on the C.T.S.S. products.
Selling, general and administrative expenses decreased by $276,000, or
18.0%, from $1.5 million for the quarter ended March 31, 1996, to $1.3 million
in the quarter ended March 31, 1997. As a percentage of sales, selling, general
and administrative expense decreased from 42.9% in the quarter ended March 31,
1996, to 27.0% for quarter ended March 31, 1997. This decrease was attributable
to a more focused plan in advertising and marketing which resulted in lower
costs, a reduction in the cost associated with consulting and professional fees
and S,G&A costs related to C.T.S.S. sales that are below the percentage of
sales typically experienced by BodyBilt.
Operating income increased by $871,000, or 1,555%, from $56,000 for
the quarter ended March 31, 1996, to $927,000 for the quarter ended March 31,
1997.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow. At March 31, 1997 the Company had cash and equivalents of
approximately $1,564,000. Since inception the Company has financed its
operations primarily through the issuance of debt and equity, and through cash
generated by operations.
The Company maintains a bank line of credit through BodyBilt.
Historically, BodyBilt has satisfied its cash requirements through profitable
operations and borrowings under its bank line of credit.
The Company's future cash requirements for the remainder of 1997, and
beyond, will depend primarily upon its level of sales, the timing of inventory
purchases, expenditures on new product development, implementation of marketing
programs, capital expenditures and possible strategic acquisitions.
Operating activities provided (used) cash totaling $32,338 and
$(356,862) for the quarters ended March 31, 1996 and 1997, respectively. The
primary use of cash in operating activities has been to fund increases in
accounts receivable and inventories resulting from BodyBilt's rapid growth.
Investing activities used cash totaling $12,255 and $5,370,303 for the
quarters ended March 31, 1996 and 1997, respectively. Substantially all of the
cash used in the first quarter of 1997 was used in the acquisition of BodyBilt,
the remainder used during these periods related to capital expenditures.
BodyBilt anticipates continuing to make limited capital expenditures in
connection with plant, equipment, software and computer equipment improvements.
12
<PAGE> 14
Financing activities provided (used) cash totaling $(19,158) and
$7,259,270 for the quarters ended March 31, 1996 and 1997, respectively. The
Company's initial public offering, referred to in financial statement footnote
number 4, provided approximately $10,500,000 in cash proceeds net of costs in
the first quarter of 1997. Additionally, proceeds from borrowings were utilized
primarily to provide working capital.
Asset Management. BodyBilt typically sells its products and services
on net 30 day terms and seeks to minimize its credit risk by performing credit
checks and conducting its own collection efforts. BodyBilt had trade accounts
receivable of $3.3 million at March 31, 1997. The number of days' sales
outstanding in trade accounts receivable were 65 days for the same period. Bad
debt expense as a percentage of total revenue for this period was negligible.
BodyBilt maintains no allowance for doubtful accounts.
BodyBilt attempts to keep its raw materials inventory low to minimize
the risk of obsolescence. BodyBilt also attempts to maintain the minimum level
of such inventory necessary to meet its near term manufacturing requirements by
relying on just-in-time delivery of products from its principal suppliers.
Inventory turnover was 5.3 times for the quarter ended March 31, 1997.
Credit Facilities. BodyBilt maintains a revolving line of credit
facility with The First National Bank of Bryan (the "Line of Credit").
Borrowings under the Line of Credit are utilized primarily for working capital
to finance inventory and receivables. Historically, the Line of Credit was also
used to finance distributions to the BodyBilt Shareholders. Borrowings under
the Line of Credit bear interest at a Bank's prime rate per annum. The Line of
Credit is secured by a first lien on the accounts receivable and inventory of
BodyBilt and the proceeds of a life insurance policy insuring the life of
BodyBilt's former President, Mark McMillan. The Line of Credit is personally
guaranteed by Mark McMillan. At March, 1997, the interest rate on the Line of
Credit was 8.50% and total borrowings under the Line of Credit were $425,000.
The remaining available credit under the Line of Credit, subject to borrowing
base limitations which are generally computed as a percentage of various
classes of eligible accounts receivable and qualifying inventory, was $941,194
at March 31, 1997.
In May 1994, BodyBilt purchased a building and land that was formerly
a large retail facility, in Navasota, Texas. During the summer of 1994,
BodyBilt moved its manufacturing and administrative operations from leased
facilities to the Navasota facility. Since June 1994, this facility has
undergone significant renovations, improvements and equipment additions. The
merger and improvement of this facility was financed through an amortizing bank
loan from The First National Bank of Bryan in the principal amount of $571,000,
currently bearing interest at the bank's prime rate plus 0.75% per annum and
maturing in the year 2000. At March 31, 1997, the interest rate on this loan
was 9.75% and the outstanding principal balance was $430,111. The loan is
secured by a lien on the facility and by a life insurance policy insuring the
life of Mark McMillan. This loan is personally guaranteed by Mark McMillan.
At March 31, 1997, BodyBilt also had other term note obligations to
the First National Bank of Bryan aggregating approximately $203,000 the
proceeds of which were used to fund working capital and equipment and vehicle
purchases.
On September 6, 1996, ErgoBilt obtained a $500,000 loan from Summit
Partners Management Co. ("Summit") to fund the Merger and expenses relating to
the Company's initial public offering (the "Offering"). The convertible note
evidencing this loan (the "Convertible Note") was repaid in part from the
proceeds of the Company's Offering and by conversion into shares of Common
Stock at the
13
<PAGE> 15
initial offering price per share (one-half of the principal balance of the
loan). The interest rate on this loan was 8.0% per annum and was scheduled to
mature on September 6, 1997. The Convertible Note was secured by a pledge of
certain assets of Gerald McMillan. In connection with the issuance of the
Convertible Note, Dr. McMillan sold 34,000 shares of Common Stock to Summit,
and the Company agreed to issue to Summit at the closing of the Offering a
warrant to acquire up to 51,000 shares of Common Stock at a price of 120% of
the price to public exercisable over a period of four years commencing one year
after issuance. The shares of Common Stock sold to Summit and the Common Stock
issuable upon exercise of the lender's warrant are subject to certain
registration rights.
INFLATION. The cost of raw materials and component parts, salaries and
manufacturing wages have increased modestly. The increases have not had a
significant effect on BodyBilt's results of operations because of substantially
increasing sales volumes and relatively stable product prices.
NEW ACCOUNTING PRONOUNCEMENTS. Effective December 1997, the Company
will be required to adopt ("SFAS") No. 128, "Earnings Per Share." SFAS No. 128
introduces the concept of basic earnings per share, which represents net income
divided by the weighted average common shares outstanding - without the
dilutive effects of common stock equivalents (options, warrants, etc.). Diluted
earnings per share will continue to be reported when SFAS No. 128 is adopted.
14
<PAGE> 16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The seat design used in certain BodyBilt chairs, which accounted for
sales of approximately $1.2 million and $1.8 million for the years ended
December 31, 1995 and 1996, respectively, is derived from a design patented by
Dr. Jerome Congleton (the "Congleton Patent"). Dr. Congleton granted a license
to manufacture seats using the Congleton Patent to both BodyBilt and Ergonomics
Chairs, Inc., predecessor in interest to Neutral Posture Ergonomics, Inc.
("NPE"). Under the terms of this license agreement and related agreements, if
more than 50% of the outstanding capital stock of BodyBilt is transferred, its
license to manufacture chairs under the Congleton Patent will terminate.
Accordingly, as a result of the Merger, BodyBilt no longer holds a license of
the Congleton Patent. However, an agreement executed in connection with a 1991
settlement of litigation between BodyBilt, NPE and Dr. Congleton provides that
a successor to BodyBilt has the right to manufacture, market, distribute and
sell commercial, industrial and laboratory chairs using the Congleton Patent,
although such successor may not advertise its use of the Congleton Patent. The
Company believes that the restriction on advertising this patent will have no
material impact on its business.
Recently, BodyBilt and its counsel received correspondence from NPE
and Dr. Congleton asserting that a license is required for BodyBilt to continue
to manufacture seats using the Congleton Patent. NPE has also notified BodyBilt
that Dr. Congleton assigned his patent to NPE. However, based upon the advise
of counsel, BodyBilt believes that under the 1991 settlement, and for other
reasons, no such license in necessary. BodyBilt has filed a declaratory
judgement action against Dr. Congleton in the Southern District of Texas,
Houston Division alleging that his assignment of the patent to NPE was a breach
of the 1991 settlement agreement. In this law suit, BodyBilt seeks a
declaration that the assignment to NPE be null and void, seeks damages for Dr.
Congleton's breach of the 1991 Settlement Agreement and makes demand for Dr.
Congleton to defend and indemnify BodyBilt. The case is in its inception and no
discovery has been conducted.
The Company is involved from time to time in various legal proceedings
and claims incident to the normal conduct of its business. The Company believes
that such legal proceedings and claims, individually and in the aggregate, are
not likely to have a material adverse effect on the Company's results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A written Consent of Shareholders in Lieu of Meeting dated February
1997 to increase the number of directors of the Company to eight and to elect
as directors Drew Congleton, Robert E. Faust, William Brown Glenn, Jr., Mark A.
McMillan, W. Barton Munro and William Weed to be effective upon the
consummation of the BodyBilt Seating, Inc. merger, to serve for a one year term
or until their respective successors are elected and qualified.
15
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
See Exhibit Index beginning on page 18 of this Form 10-Q/A.
(b) Reports on Form 8-K.
On February 7, 1997, the Company filed a Current
Report on Form 8-K to report under Items 2 and 7 the
Company's merger of BodyBilt Seating, Inc., a manufacturer of
premium-priced ergonomic office chairs since 1988. BodyBilt
was merged into ErgoBilt's wholly owned subsidiary, EB
Subsidiary, Inc., which was formed for the purposes of the
merger.
16
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ErgoBilt, Inc.
- --------------------------------
(Registrant)
/s/ Gerard Smith Date May 23, 1997
- -------------------------------- ----------------
Gerard Smith, President, Chief
Executive Officer and Director
/s/ P. Michael Sullivan Date May 23, 1997
- -------------------------------- ----------------
P. Michael Sullivan, Senior Vice
President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
17
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule (for EDGAR filing purposes only)
</TABLE>
18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
MARCH 31, 1997 COMPANY FINANCIAL STATEMENTS OF ERGOBILT, INC. AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,564,255
<SECURITIES> 0
<RECEIVABLES> 3,266,390
<ALLOWANCES> 0
<INVENTORY> 2,042,191
<CURRENT-ASSETS> 7,129,458
<PP&E> 2,831,613
<DEPRECIATION> 119,236
<TOTAL-ASSETS> 23,765,500
<CURRENT-LIABILITIES> 2,390,201
<BONDS> 0
0
0
<COMMON> 606
<OTHER-SE> 20,540,628
<TOTAL-LIABILITY-AND-EQUITY> 23,765,500
<SALES> 3,731,267
<TOTAL-REVENUES> 3,731,267
<CGS> 1,878,652
<TOTAL-COSTS> 1,878,652
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,081
<INCOME-PRETAX> 695,390
<INCOME-TAX> 255,133
<INCOME-CONTINUING> 440,257
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 440,257
<EPS-PRIMARY> .09
<EPS-DILUTED> 0
</TABLE>
