<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED: SEPTEMBER 30, 2000 COMMISSION FILE NO. 0-4076
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EXOTECH INCORPORATED
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(Exact name of Registrant as Specified in Charter)
State or Jurisdiction of
Incorporation or Organization: DELAWARE
IRS Identification No: 54-0700888
Address of Principal Office: 8502 Dakota Drive
Gaithersburg, MD. 20877
Registrant's Telephone Number: (301) 948-3060
Indicate by checkmark 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
requirement 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 close of the period covered by this Report.
CLASS: COMMON STOCK, PAR VALUE $0.10
-----------------------------
OUTSTANDING AT
SEPTEMBER 30, 2000 942,387
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EXOTECH INCORPORATED
INDEX
PART I FINANCIAL INFORMATION PAGE NO.
CONSOLIDATED CONDENSED BALANCE SHEET
SEPTEMBER 30, 2000 AND JUNE 30, 2000..................... 2
CONSOLIDATED CONDENSED STATEMENT OF
OPERATIONS - THREE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999.............................. 3
STATEMENT OF CASH FLOWS FOR THREE
MONTHS ENDED SEPTEMBER 30, 2000 AND 1999................. 4
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS..................................... 5
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF CONSOLIDATED CONDENSED STATEMENT
OF OPERATIONS............................................ 6
PART II OTHER INFORMATION
OTHER FINANCIAL INFORMATION.............................. 8
SIGNATURES............................................... 9
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EXOTECH INCORPORATED
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
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SEPTEMBER 30, JUNE 30,
2000 2000
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(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Accts. Receivable, Net $ 13,078 $ 12,633
Inventories
Work in Process 283,532 267,217
Raw Materials 32,625 32,625
Finished Goods 14,000 14,000
Cash and Other Current Assets 3,692 3,861
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Total Current Assets $ 346,927 $ 330,336
PROPERTY, PLANT AND EQUIPMENT
NET 2,123 2,265
OTHER NON CURRENT ASSETS 4,080 4,080
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TOTAL ASSETS $ 353,130 $ 336,681
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES
Accts. Payable & Other Accrued Expenses $ 10,696 $ 13,053
Other Current Liabilities 399,258 396,267
Notes Payable 403,484 403,223
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Total Current Liabilities $ 813,438 $ 812,543
SHAREHOLDERS EQUITY
Common Stock, Par Value $.10 per share;
1,500,000 shares authorized; 970,135
issued; 942,387 outstanding 97,014 97,014
Paid-in-Surplus 1,169,645 1,169,645
Deficit (1,614,547) (1,630,101)
Treasury Stock (27,748 shares) (112,420) (112,420)
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Total Shareholders' Equity (460,308) (475,862)
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 353,130 $ 336,681
=========== ===========
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
2
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EXOTECH INCORPORATED
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
2000 1999
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30 SEPTEMBER 30
---------------- ----------------
<S> <C> <C>
REVENUES
Contract Sales $ 66,117 $ 207,081
EXPENSES
Direct Labor 1,843 302
Overhead 7,132 2,829
Materials -0- 10,820
Other Direct 1,483 100
General & Administrative 2,019 1,872
Inventory Costs 30,219 155,214
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Cost of Contract Sales 42,696 171,137
Operating Income (Loss) 23,421 35,944
Other Revenue (Expenses): 2 -0-
Interest & Other (7,870) (7,784)
NET INCOME BEFORE TAXES 15,553 28,160
State Income Tax -0- -0-
NET INCOME (LOSS) 15,553 28,160
Weighted Average Number of
Common Stock Outstanding 942,387 942,387
EARNINGS (LOSS) PER
COMMON SHARE .02 .03
DIVIDENDS PER COMMON SHARE NONE NONE
</TABLE>
See accompanying Notes to Consolidated Condensed Financial Statements.
These statements have been prepared from the books of account without audit.
3
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EXOTECH INCORPORATED AND SUBSIDIARY
STATEMENT OF CASH FLOWS FOR
THREE MONTHS ENDED SEPTEMBER 30,
--------------------------------
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING TRANSACTIONS
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Net Income (Loss) $ 15,553 $ 28,160
Add: Non cash Income Determinants
Depreciation and Amortization 143 367
Add (Deduct): Changes in Current Assets & Liabilities
(Increase) Decrease in Accounts Receivable (445) 20,219
(Increase) Decrease in Prepaid Expenses 730 600
(Increase) Decrease in Inventory (16,315) 54,534
Increase (Decrease) in Accts. Payable (2,357) 3,178
Increase (Decrease) in Payroll/Emp. Benefits (4,793) (17,947)
Increase (Decrease) in Accrued Interest 7,784 7,784
Increase (Decrease) in Deferred Revenue -0- (45,000)
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Cash Provided By or (Used) For Operating Transactions 300 51,895
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CASH FLOWS FROM FINANCING TRANSACTIONS:
Proceeds from Notes 2,500 -0-
Payment on Notes 2,239 9,100
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Cash Provided By or (Used For) Financing Transactions 261 (9,100)
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CASH FLOWS FROM INVESTING TRANSACTIONS:
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Deposits -0- (200)
Purchase of Equipment -0- (1,149)
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Cash Provided By or (Used For) Investing Transactions -0- (1,349)
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INCREASE (DECREASE) IN CASH 561 41,446
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CASH BALANCE - BEGINNING 1,921 8,868
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CASH BALANCE - ENDING $ 2,482 $ 50,314
</TABLE>
4
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EXOTECH INCORPORATED
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
NOTE 1.
In the opinion of Management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as of
September 30, 2000 and June 30, 2000 and the results of operations and changes
in financial position for the three months ended September 30, 2000 and 1999 of
Exotech Incorporated and its inactive wholly-owned consolidated subsidiary,
Exotech Research & Analysis, Inc. There are no significant intercompany
transactions.
NOTE 2.
Per share computations have been based on the weighted average shares
outstanding of 942,387 for the three months ended September 30, 2000 and 1999.
NOTE 3.
Notes Payable at September 30, 2000 consist of four demand notes of $100,000,
$8,000 and $47,000, payable with interest at 8.5% per annum to three of the
Company's former directors. In addition, notes amounting to $248,484 are payable
with interest at 8.5% per annum to one officer/employee.
NOTE 4.
Inventory cost shown in the cost of sales represents the cost of production of
goods sold that were incurred in the prior fiscal year.
NOTE 5.
The Company received cash deposits from its principal customer on orders for
instruments and services amounting to $1,400 at June 30, 2000. The balance of
this liability is reduced incrementally upon discounted billing for delivered
instruments and services. At September 30, 2000 the balance of this liability
remained at $1,400.
5
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF THE
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
----------------------------------------------
The following is Management's discussion and analysis of certain significant
factors which have affected the Company's earnings during the periods included
in the accompanying consolidated condensed statement of operations.
A summary of the period to period changes in the principal items included in the
consolidated statement of operations is shown below:
<TABLE>
<CAPTION>
--------------------------------- COMPARISON OF -----------------------------
THREE MONTHS ENDED THREE MONTHS ENDED
Sept 30 June 30 Sept 30 Sept 30
2000 2000 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $66,117 $22,751 $66,117 $207,081
Direct Cost & Overhead 10,458 7,514 10,458 14,051
General & Administrative Expense 2,019 1,785 2,019 1,872
Inventory Cost 30,219 35,588 30,219 155,214
Cost of Sales 42,696 44,887 42,696 171,137
Interest & Other 7,780 9,937 7,870 7,784
</TABLE>
6
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I. CHANGE IN FINANCIAL POSITION IN THE THREE MONTHS ENDED SEPTEMBER 30, 2000.
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In the three months period ended September 30, 2000, a decrease in the
deficit of working capital of $15,696 resulted from a net profit from
operations of $15,553 and non-fund charges of $143. The liability for
deferred revenue remained at $1,400.
II. INCOME AND EXPENSE IN THE MOST RECENT QUARTER AND THE SAME THREE MONTH
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PERIOD LAST YEAR.
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Revenue for the quarter ended September 30, 2000, was $66,117, lower by
$140,964 (68%) than the results one year earlier. Operating costs were
lower in the most recent quarter by $128,441 or 75% compared to the prior
year. The result was an operating profit of $23,421 and a net profit of
$15,553 compared to a net profit of $28,160 in the quarter ended one year
earlier. The variations shown in the period-to-period comparison are
principally related to the phase out of the microbiological instruments
product manufacturing that characterizes the recent three month period. In
the prior year's quarter, deliveries of twenty-four Autoplate instruments
was a continuation of deliveries from a large order that was put into
production late in the second quarter of fiscal year 1999. In the most
recent quarter, manufacturing was limited to Model 100BX Radiometers and
Model 200A Vacuum Sources. This activity is reflected in the recent quarter
by the increase of about $16,315 in inventory costs. Maintenance, repair
and recalibration services yielded revenue of about $47,600.
In the opinion of Management, an increase in backlog of orders for the
Company's products and continued stringent control of costs will be
necessary for profitable results in the following quarter.
7
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PART II. OTHER FINANCIAL INFORMATION
ITEM 5.
As in the past, a shortage of working capital continues to be a significant
problem, hampering the development of new business to the fullest extent
possible. The shortage is the result of debt in the form of notes and interest
payable to a current and three former directors of the Company. In the opinion
of Management, the Company is in a position to sustain operations at least until
such time as the results of current contracts and negotiations for new business
are determinable. Ultimate realization of the carrying value of prepaid expenses
and advances, property and equipment, and miscellaneous other assets shown in
the accompanying balance sheet depends upon sustained operations as a going
concern.
The dollar amount of the backlog as of September 30, 2000 was $25,868, a
decrease of $4,132 from the backlog of the preceding quarter ended June 30,
2000.
ITEM 6 (B)
No reports on Form 8-K were filed in this quarter, ended September 30, 2000.
8
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Company has duly
caused this amended Report to be signed on its behalf by the undersigned
thereunto duly authorized.
EXOTECH INCORPORATED
REGISTRANT
DATE: November 10, 2000
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/s/ Robert G. Lyle
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ROBERT G. LYLE, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
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