UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1998
Commission file Number 0-9519
Regent Technologies, Inc.
(Exact name of registrant as specified in its charter.)
Colorado 84-0807913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16415 Addison Road, Suite 150, Dallas, Texas 75248
(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code:
(972) 732-9585
Indicate by check mark whether the registrant(1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date:
Common Stock, $.01 Par Value - 3,648,693 shares as of
September 30, 1998.
<PAGE>
<TABLE>
<CAPTION>
PART I. - FINANCIAL INFORMATION
REGENT TECHNOLOGIES, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT
FOR THE THREE MONTHS AND NINE MONTHS
ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
(Amounts in thousands, except per share data)
Three months ended Nine months ended
September 30 September 30
__________________ _________________
1998 1997 1998 1997
REVENUES
<S> <C> <C> <C> <C>
Digital prepress and
printing sales $ 246 -- 459 --
Internet sales and service 124 19 255 34
Interest income and other 10 -- 23 --
------ --- ----- ---
380 19 737 34
COSTS OF SALES
Cost of prepress and
printing sales 96 -- 213 --
Cost of Internet sales
and services 61 11 137 20
------ ---- ---- ---
GROSS PROFIT $ 223 8 387 14
OTHER DEDUCTIONS
General and administrative 319 86 856 164
Depreciation and
amortization 47 10 142 28
Interest expense and other 16 -- 41 --
____ ___ ____ _____
NET EARNINGS (LOSS) (159) (88) (652) (178)
----- ---- ----- -----
NET EARNINGS (LOSS)
APPLICABLE TO COMMON STOCK $ (173) (88) (666) (178)
------- ---- ----- ----
EARNINGS (LOSS) PER COMMON
SHARE - basic and diluted $(0.048) (0.041) (0.192) (0.082)
-------- ------- ------- -------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - basic and
diluted 3,604 2,161 3,460 2,158
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
September 30, 1998 December 31, 1997
______________ _______________
ASSETS
<S> <C> <C>
Current Assets
Cash $ 2 $ 2
Accounts receivable 179 12
Notes receivable 0 46
Inventory 40 --
______ ______
Total Current Assets 221 60
Property and Equipment - At Cost
Furniture and fixtures 27 7
Printing equipment 732 --
Computer and electronic equipment 174 224
______ ______
933 231
Less accumulated depreciation and
amortization 148 14
______ ______
785 217
OTHER ASSETS 486 335
------ ------
TOTAL ASSETS $ 1,492 $ 612
LIABILITIES
Current Liabilities
Current portion of long term debt $ 52 $ 20
Unearned revenues -- 5
Accounts payable and accrued
liabilities 507 178
Accrued compensation 185 226
Notes payable 270 --
______ ______
Total Current Liabilities 1,014 429
Long Term Debt 618 40
Stockholder's Equity
Common stock, par value $.01 per share;
authorized 100,000,000 shares
issued and outstanding -
3,648,693 and 2,561,198 shares
for 1998 and 1997, respectively 36 26
Capital in excess of par value 3,172 2,799
Accumulated deficit (3,348) (2,682)
_______ _______
Total Stockholders' Equity (140) 143
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $1,492 $ 612
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
REGENT TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
(Amounts in thousands)
<TABLE>
1998 1997
---- ----
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (666) $ (178)
Adjustments To Reconcile Net
Earnings (loss) to Net Cash Provided
(Used) by Operating Activities:
Depreciation and amortization 142 1
(Increase) Decrease in
Accounts receivable (167) (67)
Other current (40) (18)
Increase (Decrease) in
Accounts payable and
accrued liabilities 324 16
Accrued compensation 185 126
_______ _______
Net Cash Used In Operating Activities $ (222) $ (84)
_______ _______
CASH FLOW FROM INVESTING ACTIVITIES:
Net collections on notes receivable $ 46 --
(Inc) Dec of property and equipment $ 51 (22)
Proceeds (Costs) of investments in
subsidiary (40) --
(Inc) Dec in other assets (90) --
_______ _______
Net Cash Provided (Used) In
Investing Activities $ (33) $ (22)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock 56 115
(Increase) Dec of equipment under
capital leases (74) --
Net proceeds from (repayment of)
note to investor 70 --
Net proceeds for (repayment of )
note to stockholder 203 --
_______ _______
Net Cash Provided (Used) From
Financing Activities $ 255 $ 115
_______ _______
Increase (Decrease) in Cash 0 9
Cash at Beginning of Period 2 1
_______ _______
Cash at End of Period $ 2 $ 10
SUPPLEMENT DISCLOSURES
Cash paid for interest and
income taxes 41 --
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 (unaudited) and December 31, 1997
(1) BASIS OF PRESENTATION
The accompanying financial statements, which should be read in conjunction
with the financial statements of Regent Technologies, Inc. (the "Company")
included in the 1997 Annual Report filed on Form 10-KSB, are unaudited but
have been prepared in the ordinary course of business for the purpose of
providing information with respect to the interim period. The Company
believes that all adjustments (none of which were other than normal
recurring accruals) necessary for a fair presentation of the Company's
financial position as of September 30, 1998 and the results of its operations
and its cash flows for the nine month period ended September 30, 1998 have been
included.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Regent Technologies, Inc. (the "Company"), formerly Regent Petroleum
Corporation, was incorporated on January 18, 1980, for the purpose of
exploration and development of oil and gas properties in the United States.
Activities of the Company up to 1992 were primarily organization, issuance
of equity capital and acquisition of developed and undeveloped oil and gas
properties. In 1992, the Company redirected its core business to
environmental technologies and the joint-venture of water filtration systems.
In 1994, the Company acquired SSB Environmental, Inc., which was organized for
the purpose of providing environmental services. In 1996, the Company
divested its environmental interests and licensed propriety technology for the
purpose of offering Internet access and related products and services (the
"Technology License"). In January, 1998, the Company announced its entry into
the digital prepress and printing business through a new subsidiary company,
Regent Digital Imaging, Inc. ("Regent Digital"). Regent Digital engages in
on-demand print and digital prepress business in the Dallas - Ft. Worth
markets. At the shareholders meeting held on March 4, 1998, the shareholders
approved a 1 for 6 reverse split of the Common Stock of the Company. The
Company conducts its operations through four wholly owned subsidiaries:
(i) Regent Digital Imaging, Inc.; (ii) ConnecTen, L.L.C.; (iii) Regent Tel1
Communications, Inc.; and (iv) Channel Services, L.C. Regent's executive
offices are located at 16415 Addison Road, Suite 150, Dallas, Texas 75248
and its telephone number is (972) 732 9585.
Depreciation and Amortization
Depreciation of furniture and fixtures is provided in amounts sufficient
to relate the cost of depreciable assets to operations over their estimated
service lives (5 years). The straight-line method of depreciation is used
for financial reporting purposes, while accelerated methods are used for tax
purposes. Amortization of all licenses is provided in amounts which reflect
the anticipated minimum number of years of the term of the license (10 years).
Income Taxes
The Company utilizes the method of accounting for income taxes set forth in
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" (SFAS 109). SFAS 109 requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events
that have been recognized in the Company's financial statements or tax
returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement carrying
amounts and tax bases of assets and liabilities, using enacted tax rates
in effect in the years which the differences are expected to reverse.
These temporary differences primarily relate to depreciation, depletion and
amortization. The Company has not recognized the benefit of any net
operating loss carryforwards as the result of adopting SFAS 109, and no
deferred tax assets have been recorded in the books of the Company due to
uncertainty as to the Company's ability to utilize the loss carryforwards.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
September 30, 1998 (unaudited) and December 31, 1997
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--continued
Consolidated Statements of Cash Flows
The Company does not consider any of its assets to meet the definition of a
cash equivalent.
Loss Per Share
Loss per share is presented in accordance with the provisions of Statement
of Financial Accounting Standards No. 128, Earnings Per Share, (SFAS 128).
SFAS 128 replaced the presentation of primary and fully diluted earnings
(loss) per share (EPS), with a presentation of basic EPS and diluted EPS.
Under SFAS 128, basic EPS excludes dilution for common stock equivilents
and is computed by dividing income or loss available to common shareholders
by the weighted average number of common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue common stock were exercised or converted into common
stock and resulted in the issuance of common stock. Basic and diluted
EPS are the same for the periods presented, and all common stock equivalents
are antidilutive.
(3) STOCKHOLDERS' EQUITY
Common Stock: As of September 30, 1998, the Company has 100,000,000 shares
authorized and 3,648,693 shares of Common Stock were issued and outstanding.
Preferred Stock: As of September 30, 1998, the Company has 30,000,000 shares
authorized and there were no shares of Preferred Stock issued or approved
for issuance.
(4) STOCK OPTION PLANS AND WARRANTS
Pursuant to certain director and employment agreements, the following stock
options have been granted: 325,000 shares at an exercise price of $0.30 per
share, 66,668 shares at an exercise price of $0.45 per share and 30,000
shares at an exercise price of $0.60 per share. Upon the placement of 166,667
shares of restricted common stock for $0.60 per share, an additional 333,333
warrants were issued for the purchase of the same number of shares for $1.00
per share. The exercise date for all of the aforementioned options and warrants
has been extended to on or before June 30, 2003. With the acquisition of
Channel Services, 13,334 warrants were issued to purchase the same number of
shares for $1.80 per share with an exercise date of on or before December 31,
1998. All options and warrants are for the purchase of newly issued,
restricted shares of Common Stock of the Company.
(5) CREDIT FACILITIES
At September 30, 1998, the Company's debt consisted of the following:
Capital lease with Cisco Systems, Inc. dated 2/3/98 in the amount of
$24,594 payable in 36 monthly installments of $760.05 plus tax;
Capital lease with Cisco Systems, Inc. dated 12/18/97 in the amount of
$60,110 payable in 36 monthly installments of $1,857.72 plus tax;
Three capital leases with Eagle Leasing dated 2/1/98 in the amount of
$725,000 payable in 36 monthly installments of $16,526 plus tax;
Less current portion:
Capital lease current portion of $82,382 outstanding at September 30, 1998, and
Line of Credit for $250,000, dated January 1, 1998, interest at 8% with
maturity at December 31, 1998, $188,000 outstanding at September 30, 1998.
Line of Credit for $80,000, dated July 16, 1998, interest at 18% with
maturity at December 31, 1998, $80,000 outstanding at September 30, 1998.
(6) OTHER ASSETS
September 30, December 31,
1998 1997
Investment, minority
ownership SSBE -- 13,496
Deposits 4,090 -
Technology License, less
accumulated amortization
of $72,608 and $45,004 in
1998 and 1997, respectively 291,560 318,520
Goodwill, less accumulated
amortization of $8,115 in 1998 100,044 -
Organization Costs 90,010 -
(7) TRANSACTIONS WITH RELATED PARTIES
On January 1, 1998, the Company entered into a borrowing line of credit
agreement with its Chairman under which the Company may borrow up to
$250,000 for the Company's working capital needs. The line matures at
December 31, 1998 and bears interest at a rate of 8 per cent per annum.
At September 30, 1998, the amounts borrowed under the line of credit totaled
$188,000.
On January 22, 1998, Regent Digital entered into an exclusive marketing
agreement with Regent Digital Marketing, Inc., a company owned wholly by
the wife of the Chairman. The owner has over 15 years' experience in the
sales and marketing of printing products and services, including extensive
marketing of on-demand printing services for the past five years. The
marketing agreement provides for a commission to be paid to Regent Digital
Marketing, Inc. equal to 12% of all sales of Regent Digital in the Dallas-
Ft. Worth market.
On June 1, 1998, Regent entered into a Consulting Services Agreement with
Jason Wirtzer whereby he will serve as a conduit of information between
Regent and the investment community. The consideration agreed to was 50,000
shares of newly issued restricted Common Stock of the Company and an option
to purchase 50,000 shares of newly issued restricted Common Stock of the
Company for $1.00 per share.
(8) COMMITMENTS
On September 1, 1997, the Company opened a new office located at 2929
Elm St., Dallas, Texas 75226 under a five year lease which provides for
rental payments of $3,500 per month. The Company entered into a lease for
Regent Digital Imaging, Inc. at 16415 Addison Road, Suite 150, Dallas,
Texas, 75248 which provides for rental payments of $5,983 through
February 17, 2000.
(9) OPERATIONS FOR SALE
On September 15, 1996, the Company announced it had initiated high-speed
Internet access for home and business in the Dallas metroplex through a new
wholly owned subsidiary, Regent Tel1 Communications, Inc. ("Regent TEL1").
The Internet access is provided through the National Knowledge Networks, Inc.
digital network under a Technology License which licenses the hardware and
the software necessary for the Company to offer dial-up access to the
Internet. The License was obtained for Common Stock of the Company from
NKN Technologies, Inc. which is under license from National Knowledge
Networks, Inc., the latter company being recently acquired by VERIO, Inc.,
a NASDAQ public company. On January 1, 1998, Regent acquired Channel Services,
L.C. for Common Stock and warrants. The acquisition of Channel Services,
L.C. allowed Regent TEL1 to succeed to Channel's status as a preferred
customer of AT&T Wireless Services Corporation. Regent TEL1 markets the AT&T
wireless products to its Internet customers along with other
telecommunication services and products. With the emphasis the Company
is placing on the digital print business and networks, the Company expects
to divest its dialup Internet operations and its offering of
telecommunications products and services during the final quarter of 1998.
This divestiture of these operations when and if the divestiture takes place
will have a positive effect of reducing net losses primarily due to the
elimination of the depreciation and amortization associated with the assets.
These operations have had cumulative losses through September 30, 1998 of
$27,034. The Company does not expect to realize a loss upon the sale of the
related assets.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
General
The statements contained in this Form 10-QSB that are not historical facts
are forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) that involve risks and
uncertainties. Such forward-looking statements may be identified by, among
other things, the use of forward-looking terminology such as "believes,"
"expects," "may," "will," should" or "anticipates" or the negative thereof
or other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. From time to time, the
Company or its representatives have made or may make forward-looking
statements, orally or in writing. Such forward-looking statements may be
included in various filings made by the Company with the Securities and
Exchange Commission, or press releases or oral statements made by or with
the approval of an authorized executive officer of the Company. These
forward-looking statements, such as statements regarding anticipated
future revenues, capital expenditures and other statements regarding matters
that are not historical facts, involve predictions. The Company's actual
results, performance or achievements could differ materially from the
results expressed in, or implied by, these forward-looking statements.
Potential risks and uncertainties that could affect the Company's future
operating results include, but are not limited to: (i) economic conditions,
including economic conditions related to the Internet business and the digital
print industry; (ii) the availability of equipment from the Company's
vendors at current prices and levels; (iii) the intense competition in the
markets for the Company's products and services; (iv) the Company's ability
to integrate acquired companies and businesses in a cost-effective manner;
(v) the Company's ability to effectively implement its branding strategy;
(vi) the Company's ability to develop, market, provide and achieve market
acceptance of new service offerings to new and existing clients; (vii)
governmental regulations related to the Internet and (viii) governmental
regulations for environmental safeguards related to the printing business.
Business
Regent Technologies, through its subsidiaries, provides a broad range of
digital prepress and digital short run color printing services for the
printing, publishing and packing marketplace. In addition, the Company
offers Internet access to the professional and corporate marketplace with
an emphasis on Internet access for digital printing operations. Digital
prepress involves the creation and manipulation of a combination of text,
graphics, or photographs to be used on a printed page. The process can
range from scanning into computer networks to downloading customer created
files for processing to various digital output devices. The prepress
services afford customers the ability to modify or enhance a digital image
throughout the design and approval process with faster turnaround and at a
lower price than traditional or non-digital prepress process. Digital
printing is made up of "on demand" high quality, "short run" (1 to 1,000
pieces), full color digital printing through the use of state-of-the-art
digital printing equipment. Regent's key digital printing devices are
the Indigo E-Print 1000 digital sheetfed printing press and the Heidelburg
DI printing press for longer runs. A long-term objective for Regent is
to build a "digital information distribution network" with archiving and
network capabilities. This network would have an open architecture that
could service its users in a variety of ways, including access over the
Internet through Regent's "on net" facility in downtown Dallas, Texas,
operated through the Company's wholly owned subsidiary, ConnecTen, L.L.C.
Operations for Sale
On September 15, 1996, the Company announced it had initiated high-speed
Internet access for home and business in the Dallas metroplex through a
new wholly owned subsidiary, Regent Tel1 Communications, Inc. ("Regent
TEL1"). The Internet access is provided through National Knowledge
Networks, Inc. digital network under a Technology License which licenses
the hardware and the software necessary for the Company to offer dial-up
access to the Internet. The License was obtained for Common Stock of the
Company from NKN Technologies, Inc. which is under license from National
Knowledge Networks, Inc., the latter company being recently acquired by VERIO,
Inc., a NASDQ public company. On January 1, 1998, Regent acquired Channel
Services, L.C. for Common Stock and warrants. The acquisition of Channel
Services, L.C. allowed Regent TEL1 to succeed to Channel's status as a
preferred customer of AT&T Wireless Services Corporation. Regent TEL1
markets the wireless products to its Internet customers along with other
telecommunication services and products. With the emphasis the Company
is placing on the digital print business and networks, the Company expects
to divest its dialup Internet operations and its offering of
telecommunications products and services during the fourth quarter of 1998.
This divestiture of these operatons when and if the divesture takes place
will have the positive effect of reducing net losses primarily due to the
elimination of the depreciation and amortization associated with the assets.
These operations have had cumulative losses through September 30, 1998 of
$27,034. The Company does not expect to realize a loss upon the sale of
the related assets.
Recent Developments
On March 20, 1998, the Company announced its entry into the digital printing
and prepress business through its new subsidiary company, Regent Digital
Imaging, Inc. ("Regent Digital"). Regent Digital was incorporated as a
Texas corporation and was initiated because of the Company's knowledge of
and access to the technologies related to this industry and the Company's
belief that the digital printing business can be enhanced through
utilization of the Internet.
On July 16, 1998, the Company announced that Regent Digital, Inc., a wholly
owned subsidiary of the Company, had initiated sales and service to the web
printing markets through a strategic alliance with ColorGraphics Corporation.
Regent Digital entered into a marketing agreement with ColorGraphics and will
be the principal marketing company for ColorGraphics with regard to its web
printing business in all Texas markets.
Acquisition Strategy
With its entry into digital printing, the Company will seek to expand
this business with the acquisition of companies in markets with
concentrations of graphic artists and marketing professionals which have
the potential to utilize digital prepress and digital printing operations
as well as digital distribution networks. The Company is in significant
neogtiations for the acquisition of three printing companies.
7
<PAGE>
Results of Operations
The Company increased sales from $34,000 for the period ended September 30,
1997 to $737,000 for the period ended September 30, 1998 and gross profits for
the same periods from $14,000 to $387,000. This represents a positive growth
trend in sales and gross profits of 2,067% and 2,664% respectively. The
Company's net loss for the period ended September 30,1998 was $652,000, or
$.192 cents per common share, compared with a net loss of $178,000, for the
same period in 1997. The difference was due to the increase of costs
associated with expanded Internet operations and the startup expenses of the
new Regent Digital Imaging, Inc. prepress and printing business. The
Internet operations are centered on building recurring revenue through new
subscriptions for dedicated Internet access. Recurring revenue for the three
months ended Septmber 30, 1998 averaged approximately $40,000 per month.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1998 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1997.
Net Sales. Net sales from operations for the three months ended
September 30, 1998 were $380,000, an increase of $361,000, compared
to $19,000 for the three months ended September 30, 1997. The increase in net
sales was primarily attributable to new sales of $246,000 from the
Company's entry into the prepress and digital printing business which
commenced operatons in February, 1998.
Cost of Sales. Costs of sales for the three months ended September 30, 1998
was $157,000, an increase of $146,000 compared to the same period in 1997.
The increase was due to the new printing operations with cost of sales of
$96,000 and Internet access costs of $61,000 compared to $11,000 in 1997.
Gross Profit. The Company had gross profits of $223,000 compared to
$8,000 for the three months ended September 30, 1997. The 1998 gross profits
were primarily attributable to the prepress and digital printing with gross
profits of $150,000 and the Internet and telecommunications with gross
profits of $63,000.
Other Deductions. For the three months ended September 30, 1998, general and
administrative expenses increased $233,000 from 1997 due to the increase of
operating costs associated with digital imaging and Internet activities
related primarily to salary expense for increased management and operations
personnel. These expenses include salaries of $44,000 to executive officers
of the Company which have been deferred to preserve cash. Depreciation
and amortization increased $37,000 due to the new print equipment and
additional Internet and computer equipment.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1998 TO THE NINE MONTHS
ENDED SEPTEMBER 30, 1997.
Net Sales. Net sales from operations for the nine months ended September 30,
1998 were $737,000, an increase of $703,000 or 2,067%, compared to $34,000
for the nine months ended September 30, 1997. The increase in net sales was
primarily attributable to new sales of $459,000 from the Company's
entry into the prepress and digital printing business which commenced
operations in February, 1998, plus continued growth in the
Internet and telecommunications revenues of $255,000 compared to $34,000
for the same period in 1997.
Cost of Sales. Costs of sales for the nine months ended September 30, 1998
was $350,000, an increase of $330,000 compared to the same period in 1997.
The increase was due to the new printing operations and Internet access with
cost of sales of $213,000 and $137,000, respectively.
Gross Profit. The Company had gross profits of $387,000 compared to $14,000
for the nine months ended September 30, 1997. The 1998 gross profits were
primarily attributable to the prepress and digital printing operations with
gross profits of $246,000 and the Internet and telecommunications with
gross profits of $118,000.
Other Deductions. For the nine months ended September 30, 1998, general and
administrative expenses increased $692,000 from 1997 due to the increase
of operating costs associated with digital imaging and Internet activities
related primarily to salary expense for increased management and operations
personnel. These expenses include salaries of $185,000 to executive officers
of the Company which have been deferred to perserve cash. Depreciation
and amortization increased $114,000 due to the new print equipment and
additional Internet and computer equipment. This amount includes $28,257
of amortization related to the Operations for Sale.
Liquidity and Capital Resources
At September 30, 1998, excluding amounts owed to officers and affiliates, the
Company had a negative working capital of $410,000 compared to negative
working capital of $143,000 for the same period in 1997.
Net cash used by operating activities totaled $222,000 for the nine
months ended September 30, 1998. This amount would have been greater except
for the Chairman and the President deferring all compensation
under their employment contracts and other partial deferrals totaling
$185,000. Cash provided from investing activities was due to the collection
of a note receivable from the Chairman of $46,000 and the return of equipment
to Ascend Communications, Inc. which had been received under an evaluation
program. Cash provided of $255,000 from financing activities was principally
from $40,000 for the sale of new restricted previously unissued common
stock and $188,000 from the line of credit with the Chairman plus $80,000
from the line of credit from Robert Teeter. The Company is not current
on certain trade payables. The net effect of cash flows from operating
activities, investing activities and financing activities was an no change
to cash. The Company believes that current cash balances, available
borrowing capacity on its line of credit, the ability to sell restricted
common shares, and cash generated from operations will provide sufficient
cash to meet its operating requirements.
Other Matters
The Company believes that its management information systems are able to
process all transactions including those relating to the year 2000 and
beyond. Additionally, the Company uses an independent service bureau for
the processing for payroll and payroll tax related operations and has been
notified by the service bureau that all of its systems will be fully
compliant with year 2000 requirements. Although the Company believes that
the information systems of its major customers and vendors (insofar as they
relate to the Company's business) comply with year 2000 requirements, there
can be no assurance that the year 2000 issue will not effect the information
systems of such customers and vendors as they relate to the Company's
business or that any such impact would not have a material adverse effect on
the Company's business, financial condition or results of operations.
8
<PAGE>
PART II-OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
Pursuant to an option approved by the Board of Directors effective April 1,
1997, certain employees elected to convert earned but unpaid salaries at
December 31, 1998 in the amount of $226,363 to 709,543 shares of newly
issued restricted Common Stock of the Company.
Pursuant to the annual shareholders meeting held on March 4, 1998, the
Company reversed its stock 1 for 6 effective April 1, 1998. The amounts of
stock reflected in this Form 10-QSB reflect this stock reverse.
Item 4. Submission of Matters To a Vote of Security Holders.
The Company did not submit any matter to the stockholders during the three
months ended September 30, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial data schedule for the quarter ended September 30, 1998
(included only in the copy of this report filed electronically with
the Commission).
(b) Reports of Form 8-K
None.
9
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REGENT TECHNOLOGIES, INC.
(Registrant)
Date: November 20, 1998 By: Roy W. Mers
Roy W. Mers
Principal Executive Officer
Date: November 20, 1998 By: David A. Nelson
David A. Nelson
Principal Financial Officer
10
