MEGATECH CORP
10-Q, 1996-08-01
MISCELLANEOUS PUBLISHING
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC. 20549


                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                                       OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended    June 30, 1996         Commission File Number         0-9643
- ----------------------------------         -------------------------------------


                              MEGATECH CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Massachusetts                               04-2461059
- -------------------------------------    ---------------------------------------
   (State or other jurisdiction of                   (IRS. Employer
   incorporation of organization)                  Identification No.)


    555 WOBURN Street, TEWKSBURY, MA                       01876
- ----------------------------------------    ------------------------------------
(Address of principal executive offices)                 (Zip Code)


    Registrant's telephone number, including area code:      (508) 937-9600
- --------------------------------------------------------------------------------


                                       N/A
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


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  [ ]



The number of shares of the registrant's common stock outstanding as of June 30,
1996 was 3,785,208.




                              MEGATECH CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                   JUNE 30      DECEMBER 31
                                                     1996          1995
                                                 (UNAUDITED)      AUDITED
                                                 -----------    -----------

<S>                                               <C>           <C>
ASSETS
Current assets:

  Cash and cash equivalents                       $ 96,298      $   55,578

  Accounts receivable - net:                       274,368         531,429

    Other receivable                                 6,175           2,967

  Prepaid expenses                                  14,225           5,539

  Inventories at lower of cost (first-in
   first-out) or market                            308,868         327,336
                                                  ------------------------

      Total current assets                         699,934         922,849
                                                  ------------------------

Property, plant and equipment, at cost net
 of accumulated depreciation of $344,646.94        107,488         118,531
 in 1996 and $328,336 in 1995.

Security deposits                                    7,666           7,666
                                                  ------------------------
      Total Assets                                $815,089      $1,049,046
                                                  ========================
</TABLE>


*   See accompanying notes to consolidated financial statements.



                              MEGATECH CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                              JUNE 30      DECEMBER 31
                                                               1996           1995
                                                            (UNAUDITED)      AUDITED
                                                            -----------    -----------

<S>                                                         <C>            <C> 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

  Current portion of long-term debt                         $         0    $    37,000
  Current portion of lease payable                                1,632          2,976
  Trade Accounts Payable                                        165,738        239,589
  Accrued expenses                                               32,398         36,734
                                                            --------------------------
      Total current liabilities                                 199,768        316,299
                                                            --------------------------

Equipment lease, net of current portion                           1,230          1,230
                                                            --------------------------
      Total liabilities                                     $   200,998    $   317,529
                                                            --------------------------

Stockholders' equity:
  Common Stock, par value $.0143 per share,
   5,000,000 shares authorized; 3,785,208 &
   3,762,258 shares issued and outstanding,
   respectively                                                  54,115         53,800
  Additional paid-in capital                                  4,013,819      4,010,833
  Deficit                                                    (3,453,843)    (3,333,116)
                                                            --------------------------
      Total stockholders' equity                                614,090        731,517
                                                            --------------------------

      Total Liabilities and Stockholders' Equity            $   815,089    $ 1,049,046
                                                            ==========================
</TABLE>


*   See accompanying notes to consolidated financial statements.



                              MEGATECH CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                               SIX MONTHS ENDED JUNE 30,     QUARTER ENDED JUNE 30,
                                                  1996           1995           1996           1995
                                               -----------    -----------    -----------    -----------

<S>                                            <C>            <C>            <C>            <C>
Sales                                          $   899,053    $ 1,513,459    $   138,376    $   342,270

Cost of goods sold                                 585,076        853,217         85,624        174,551
                                               --------------------------------------------------------
      Gross profit                                 313,977        660,241         52,752        167,720

Operating expenses:
Selling, general and administrative expenses       425,964        614,533         66,070        107,596
Research and development                             8,241         36,257          1,015          5,544
                                               --------------------------------------------------------

      Profit (loss) from operations               (120,229)         9,452        (14,333)        54,580

Other income and (expense):
  Interest                                             630          2,217             86            209
  Other                                                  0          8,123              0            358
  Legal                                                  0         (2,003)             0            150
                                               --------------------------------------------------------
Total other income and (expense)                      (630)        (8,336)           (86)          (716)

Net profit (loss)                              ($  120,858)   $     1,116    ($   14,419)   $    53,864
                                               ========================================================

Net profit (loss) per share                    ($    0.032)   $     0.000    ($    0.004)   $     0.015
                                               ========================================================

Weighted average number of shares
 outstanding                                     3,785,208      3,671,258      3,785,208      3,671,258
                                               ========================================================
</TABLE>



                              MEGATECH CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED JUNE 30,
                                                               1996         1995
                                                             ---------    ---------

<S>                                                          <C>          <C>
Cash flows from operating activities:

Net profit (loss)                                            ($120,858)   $   1,116


Adjustments to reconcile net income to net cash
 provided by operating activities:

  Depreciation and amortization                                 16,311       10,295

Changes in operating assets and liabilities:

  Accounts receivable, trade                                   257,191      (75,805)
  Accounts receivable, other                                    (3,066)      (1,086)
  Prepaid expenses                                              (8,829)     (12,614)
  Inventories                                                   18,468      158,149
  Notes payable - current                                      (38,344)     (11,105)
  Accounts payable                                             (73,851)     (92,084)
  Accrued expenses                                              (4,335)     (86,308)
  Security deposit - Rent Building                                   0       (2,033)
                                                             ----------------------
Net cash provided (used) by operating activities                42,688     (111,476)


Cash flows from investing activities:

  Purchases of property and equipment                           (5,268)     (74,882)

Cash flows from financing activities:

  Payments on capital lease obligations                              0       (1,317)
  Principal payments on long-term debt                               0       (1,959)
  Proceeds from issuance of common stock                           315        1,330
  Additional paid in capital                                     2,985       72,521
                                                             ----------------------

Net cash used by financing activities                            3,300       70,575

Net increase (decrease) in cash and cash                        40,720     (115,784)
 equivalents

Cash & cash equivalents, beginning of period                    55,578      189,051
                                                             ----------------------
Cash & cash equivalents, end of period                       $  96,298    $  73,267
                                                             ======================
</TABLE>



                              MEGATECH CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1996


1.        BASIS OF PRESENTATION:
          ----------------------------------------------------------------------
          The accompanying  unaudited condensed  financial  statements have been
          prepared in accordance with generally accepted  accounting  principles
          for  interim  financial  information  and  pursuant  to the  rules and
          regulations of the Securities  and Exchange  Commission.  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  necessary to present
          fairly the financial position, results of operations and cash flows at
          June 30,  1996 and for all  periods  presented  have  been  made.  The
          results of operation  for the three months ended June 30, 1996 are not
          necessarily  indicative of the operating  results that may be expected
          for the year ended June 30, 1996.  It is suggested  that the condensed
          consolidated  financial  statements  be read in  conjunction  with the
          financial  statements  and notes  thereto  included  in the  Company's
          December 31, 1995 annual report.


2.        INVENTORIES:
          ----------------------------------------------------------------------
          Inventories consist of the following:

<TABLE>
<CAPTION>
                                                            JUNE 30        DECEMBER 31
                                                             1996             1995
                                                            -------        -----------


                  <S>                                       <C>            <C>
                  Raw materials                             177,180        226,359
                  Work in process                            32,968              0
                  Finished goods                            108,720        110,977
                                                            ----------------------
                                                            318,868        337,336

                  Less reserve for obsolescence              10,000         10,000
                                                            ----------------------
                                                            308,868        327,336
                                                            ======================
</TABLE>



                              MEGATECH CORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  JUNE 30, 1996



          RESULTS OF OPERATIONS:
          ----------------------------------------------------------------------


          SIX MONTHS ENDED JUNE 30, 1996 COMPARED WITH
          SIX MONTHS ENDED JUNE 30, 1995

            Consolidated  net  sales  for the six  months  ended  June 30,  1996
          decreased from the corresponding  period of 1995 by $.6 million or 40%
          to $.9  million.  This  decrease  was  primarily  due to  decreases in
          overall  sales,  specifically  from  Mexico,  due  to  their  economic
          downturn.

            Gross profit for the six months ended June 30, 1996  decreased  from
          the corresponding  period of 1995 by $.35 million.  As a percentage of
          total  sales,  gross  profit was 35% in the six months  ended June 30,
          1996 as  compared  to 44% in the  corresponding  period  of 1995.  The
          decrease is due to a  combination  of product mix,  where 14% of sales
          for 1996 were  resale  items at lower  gross  profit  margins,  larger
          overhead expenses due to the larger facility, and price increases from
          our vendors due to inflation. This type of product mix may continue in
          the future,  as more resale products are being introduced  through our
          product line to  compliment  the existing  trainers.  Offsetting  this
          change in product mix, the company is attempting to lower the purchase
          costs by  identifying  alternate  vendor  sources.  In  addition,  the
          company is analyzing the cost savings of producing in-house some items
          currently  purchased  outside.  Overall,  the company  believes it can
          increase the gross profit margins if these goals are accomplished.

            Selling,  General & Administrative expenses for the six months ended
          June 30, 1996 decreased from the corresponding  period of 1995 by $ .2
          million or 31% to $.6  million.  The decrease is primarily a result of
          lower sales commissions which were due to the decreased sales.

            Research and Development  expenses for the six months ended June 30,
          1996 decreased from the corresponding  period of 1995 by $.03 million.
          The  decrease  is  attributable  to a  reduction  in staff and outside
          engineering services.


          LIQUIDITY AND CAPITAL RESOURCES:
          ----------------------------------------------------------------------


            Working  capital for the six months ended June 30, 1996 was $500,166
          as  compared  to $668,047  in working  capital at June 30,  1995.  The
          decrease was primarily  attributable to lower accounts  receivable and
          cash balances and payments for the current debt.

            The  company  maintains  a secured  line of credit in the  amount of
          $200,000.  At June 30, 1996, no borrowings were outstanding under this
          line.  The  company  believes  that cash  generated  from  operations,
          together with existing  sources of debt financing,  will be sufficient
          to meet  foreseeable  cash  requirements  for the next twelve  months.
          These requirements  include the retirement of the currently delinquent
          notes payable to  Diagnostic  Products Co. for $15,500 in one lump sum
          in July 1996 per agreement reached with DPC.


            The firm's  backlog as of June 30, 1996 was  approximately  $437,661
          compared to $ 565,645 same period ended in 1995.


3.        MAJOR CUSTOMER INFORMATION:
          ----------------------------------------------------------------------


            For the period ended June 30,  1996,  sales to two  unrelated  sales
          representatives  in  Mississippi  and Mexico  comprised 11% and 26% of
          total sales, respectively.

            No  other  single  customer  accounted  for  more  than  10%  of the
          Company's sales for the same period in 1996.



                           PART II: OTHER INFORMATION


Item 1.  Legal Proceedings:                             Not applicable
- --------------------------------------------

Item 2.  Changes in Securities:                         Not applicable
- --------------------------------------------

Item 3.  Defaults Upon Senior Securities:               Not applicable
- --------------------------------------------

Item 4.  Submission of Matters to a Vote
          of Security Holders:                          Not applicable
- --------------------------------------------

Item 5.  Other Information:                             Not applicable
- --------------------------------------------

Item 6.  Exhibits and Reports in Form 8-K:              Not applicable
- --------------------------------------------



                                   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.


                              MEGATECH CORPORATION
                                  (Registrant)





June 30, 1996                         /s/ VAHAN V. BASMAJIAN
- ------------------                    ------------------------------------------
Date                                  Vahan V. Basmajian
                                      President, Treasurer




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-END>                                   JUN-30-1996
<CASH>                                              96,298
<SECURITIES>                                             0
<RECEIVABLES>                                      274,368
<ALLOWANCES>                                        11,580
<INVENTORY>                                        308,868
<CURRENT-ASSETS>                                   699,934
<PP&E>                                             107,488
<DEPRECIATION>                                     344,167
<TOTAL-ASSETS>                                     815,089
<CURRENT-LIABILITIES>                              199,768
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                            54,115
<OTHER-SE>                                         559,975
<TOTAL-LIABILITY-AND-EQUITY>                       815,089
<SALES>                                            889,053
<TOTAL-REVENUES>                                 (120,858)
<CGS>                                              585,076
<TOTAL-COSTS>                                      425,965
<OTHER-EXPENSES>                                     8,241
<LOSS-PROVISION>                                    11,580
<INTEREST-EXPENSE>                                     630
<INCOME-PRETAX>                                  (120,858)
<INCOME-TAX>                                     (120,229)
<INCOME-CONTINUING>                                      0
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     (120,858)
<EPS-PRIMARY>                                        (.03)
<EPS-DILUTED>                                        (.03)
        

</TABLE>


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