<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY OR TRANSITIONAL REPORT
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 UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
Commission file number 2-95836-NY
----------------------------------------------------------
Egan Systems, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3250816
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
1501 Lincoln Ave., Holbrook, New York 11741
- ----------------------------------------- -----------------------
(Address of principal executive offices)
(516) 588 - 8000
- --------------------------------------------------------------------------------
Registrant's telephone number
89K Cabot Court, Hauppauge, New York
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No .
------- ------
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date is as follows:
Date Class Shares Outstanding
- ---- ----- ------------------
5/2/97 Common Stock 11,415,000
<PAGE> 2
EGAN SYSTEMS, INC. AND SUBSIDIARY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial statements
Condensed consolidated balance sheets as of
March 31, 1997 (unaudited) and December 31, 1996 1
Condensed consolidated statements of income (unaudited) for the
three months ended March 31, 1997 and 1996 2
Condensed consolidated statements of cash flows (unaudited) for the
three months ended March 31, 1997 and 1996 3
Notes to condensed consolidated financial statements (unaudited) 4 - 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6 - 7
PART II - OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K 8
SIGNATURES 9
EXHIBITS 10
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EGAN SYSTEMS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
-------------- --------------
(Unaudited)
<S> <C> <C>
Current Assets
Cash $ 471,738 $ 37,298
Accounts receivable 162,787 85,358
Inventory 14,966 12,856
Other current assets 6,520 5,894
-------------- --------------
Total Current Assets 656,011 141,406
-------------- --------------
Property and Equipment - net 77,682 61,543
-------------- --------------
Other Assets
Computer software development costs - net 433,134 435,400
Security deposits 3,126 3,126
-------------- --------------
Total Other Assets 436,260 438,527
-------------- --------------
Total Assets $ 1,169,953 $ 641,476
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt $ 75,750 $ 75,750
Accounts payable 8,358 8,352
Payroll taxes payable - 5,013
Accrued expenses and other current liabilities 44,682 27,290
Due to officer 7,156 7,156
-------------- --------------
Total Current Liabilities 135,946 123,561
Long-term debt 130,000 -
-------------- --------------
Total Liabilities 265,946 123,561
-------------- --------------
Stockholders' Equity
Common stock - $.05 par value, shares authorized -
30,000,000 shares, issued and outstanding, 11,415,000 and
10,185,000 in 1997 and 1996 570,750 509,250
Additional paid-in capital 2,215,064 1,912,814
Deficit (1,881,807) (1,904,149)
-------------- --------------
Total Stockholders' Equity 904,007 517,915
-------------- --------------
Total Liabilities and Stockholders' Equity $ 1,169,953 $ 641,476
============== ==============
</TABLE>
The condensed consolidated balance sheet at December 31, 1996 has been derived
from the audited financial statements at that date.
See notes to condensed consolidated financial statements.
1
<PAGE> 4
EGAN SYSTEMS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1997 1996
---- ----
<S> <C> <C>
Net sales $ 259,344 $ 271,126
--------------- ---------------
Cost and expenses:
Cost of goods sold 22,176 10,592
Research and development costs 95,626 107,291
Selling, shipping, general and administrative 39,570 51,537
Interest 4,176 1,231
Depreciation and amortization 75,454 53,295
--------------- ---------------
237,002 223,946
--------------- ---------------
Net income $ 22,342 $ 47,180
=============== ===============
Weighted average number of common shares outstanding 19,198,443 10,185,000
=============== ===============
Earnings per common share:
Primary and fully diluted $ 0.00 $ 0.01
=============== ===============
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
EGAN SYSTEMS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1997 1996
---- ----
<S> <C> <C>
Net cash provided by operating activities $ 30,017 $ 55,708
-------------- --------------
Cash flows from investing activities:
Purchase of property and equipment (24,734) (2,015)
Computer software development costs (64,593) (51,431)
-------------- --------------
Net cash used in investing activities (89,327) (53,446)
-------------- --------------
Cash flows from financing activities:
Proceeds from exercise of common stock - options 181,250 -
Proceeds from exercise of common stock - warrants 37,500 -
Proceeds from issuance of convertible notes payable 130,000 -
Proceeds from sale of common stock 145,000 -
-------------- --------------
Net cash provided by financing activities 493,750 -
-------------- --------------
Net increase in cash 434,440 2,262
Cash - beginning of period 37,298 8,158
-------------- --------------
Cash - end of period $ 471,738 $ 10,420
============== ==============
Supplemental cash flows information:
Taxes paid $ - $ 470
============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
EGAN SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. STATEMENT PRESENTATION:
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position of
Egan systems, Inc. and Subsidiary as of March 31, 1997 and the results of their
operations and cash flows for the three months ended March 31, 1997 and 1996.
Primary net income per common share is computed based on the weighted average
number of outstanding common shares and equivalents (stock options, warrants
and convertible notes payable). Primary and fully diluted earnings per common
share also assumed the conversion of the subordinated convertible note payable.
As of the date of this report, if the options and warrants were exercised, the
total shares outstanding would amount to 21,750,000 shares.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
for interim reporting under Form 10-QSB have been condensed or omitted. It is
suggested that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-KSB for the year ended December 31, 1996.
The results of operations for the three months ended March 31, 1997 are not
necessarily indicative of the operating results for the full year.
NOTE 2. COMPUTER SOFTWARE DEVELOPMENT COSTS:
Computer software development costs for products are capitalized subsequent to
the establishment of technological feasibility. Capitalization ceases when the
products are available for general release to customers at which time
amortization of the capitalized costs begins on a straight-line basis over the
estimated life of the product, which is estimated at three years. As of and
for the three months ended March 31, 1997 and 1996, accumulated amortization
amounted to approximately $434,000 and $226,000, and amortization of computer
software development costs charged to operations was approximately $67,000 and
$47,000, respectively.
NOTE 3. INVENTORY:
Inventory, which consists of finished goods, is stated at the lower of cost or
market. Cost is determined by the first-in, first-out method.
4
<PAGE> 7
EGAN SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. CONTRACTUAL COMMITMENT:
On January 9, 1997, the Company amended its software development and licensing
agreement with a computer systems manufacturer whereby the Company has granted
a license to the manufacturer to use and remarket certain programs developed by
the Company.
NOTE 5. COMMON STOCK SALE:
In January 1997, the Company sold 580,000 shares of its $.05 par value common
stock at $.25 per share and granted stock warrants to purchase an additional
800,000 shares of its $.05 par value common stock at $.25 per share, the price
of which was significantly below the market price of the common stock on the
date of sale. The warrants expire in January 2001.
NOTE 6. CONVERTIBLE NOTES PAYABLE:
In January 1997, the Company received $130,000 in exchange for two convertible
notes due January 1, 2002 at 10% interest per annum. The notes are convertible
through January 2002 into 520,000 shares of the Company's $.05 par value common
stock at $.25 per share, the price of which was significantly below the market
price of the common stock on the date of exchange. In March 1997, 200,000 of
the options related to one of the convertible notes payable was exercised.
5
<PAGE> 8
ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATIONS - THREE MONTHS ENDED MARCH 31, 1997 AND 1996:
NET SALES
For the three months ended March 31, 1997 and 1996, revenue totaled
approximately $259,000 and $271,000, respectively. Sales have decreased
approximately 4% as a result of the normal competitive pressure in the market
place.
The Company has recently signed a new marketing agreement with Data General
Corp. whereby Egan Systems, Inc. has become an accredited service provider.
Under this agreement, Data General Corp. will, for a commission, market certain
Egan Systems, Inc. products and skills to a portion of the Data General
Corp.'s customer base. The Company is optimistic that this agreement will
continue to provide a substantial new revenue source for at least the next
fiscal year.
Management remains optimistic that the Company will remain profitable in 1997.
The Companys' products traditionally offer relatively high gross margins. The
Company has a number of additional promising software products in its
development pipeline which it expects to release in the near future and which
is quite small and remains subject to technological obsolescence and
competitive market conditions.
COST AND EXPENSES
Cost of goods sold for the three months ended March 31, 1997 and 1996 were
approximately $22,000 and $11,000 and gross profit percent was approximately
91% and 96%.
Research and development costs were approximately $96,000 and $107,000 for the
three months ended March 31, 1997 and 1996, respectively. The Company
continues to expend significant amounts of its funds developing new software
and to remain competitive in its specific field of expertise. The decline is
due to the Company capitalizing approximately $13,000 more computer software
development costs in 1997 than in 1996 related to new Company products which
have achieved technological feasibility in 1997.
Selling, shipping and general and administrative expenses (SG&A) for the three
months ended March 31, 1997 and 1996 were approximately $135,000 and $159,000,
respectively. SG&A costs, net of research and development costs, was
approximately $40,000 and $52,000 for the three months ended March 31, 1997 and
1996, respectively. Accordingly, the capitalization of computer software
development costs for the three months ended March 31, 1997 and 1996 reduced
SG&A expenses by approximately $65,000 and $51,000, respectively.
6
<PAGE> 9
PART II, ITEM 6. MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONT'D.):
INTEREST EXPENSE
Interest expense for the three months ended March 31, 1997 and 1996 was
approximately $4,000 and $1,000, respectively.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense for the three months ended March 31, 1997
and 1996 was approximately $75,000 and $53,000, respectively. The increase is
substantially attributed to the increase in amortization of capitalized
computer software costs of approximately $25,000.
LIQUIDITY
As of March 31, 1997, the Company's net cash provided by operations was
approximately $30,000 and is substantially attributed to the net income of
$22,000, depreciation and amortization of $75,000 and the increase in accounts
receivable of $(77,000) as compared to the balances at December 31, 1996.
Net cash used in investing activities during the three months ended March 31,
1997 was approximately $89,000. Cash was used to purchase computer software and
hardware equipment of approximately $25,000 to support the Company's ongoing
research and development activities and $65,000 was attributed to the
capitalization of computer software development costs.
Net cash provided by financing activities increased by approximately $494,000
as a result of the sale of common stock, the exercise of common stock options
and warrants and the issuance of convertible notes payable.
Management believes that the Company has sufficient cash resources to meet its
expected needs in the present fiscal year. Management has directed significant
Company resources in the three months ended March 31, 1997 related to the
Company's attempt to development a product for the "Millenium 2000" problem. At
present the Company does not maintain a line of credit facility with a lending
institution.
INFLATION AND SEASONALITY
The Company does not anticipate that inflation will significantly impact its
business. The Company does not believe its business is subject to fluctuations
due to seasonality.
7
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Required by Item 601 of Regulation S-B.
(11) Statement regarding computation of per share earnings.
(27) Financial data schedule
(b) Reports on Form 8-K - The Company filed no
reports on Form 8-K during the quarter ended March 31, 1997.
8
<PAGE> 11
S I G N A T U R E S
In accordance with the requirements of the Exchange Act of 1934, the registrant
caused this report to be signed on its behalf of the undersigned, thereunto
duly authorized.
EGAN SYSTEMS, INC.
-------------------------------
(Registrant)
/s/ EDWARD EGAN (President)
-------------------------------
Edward Egan (President)
And Chief Financial Officer)
Date: May 14, 1997
---------------
9
<PAGE> 1
PART II, ITEM 6, EXHIBIT 11.
EGAN SYSTEMS, INC.
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Ended
1997 1996
---- ----
<S> <C> <C>
Net income applicable to common stock $ 22,342 $ 47,180
============== ==============
Outstanding shares - common stock at January 1, 10,185,000 10,185,000
Dilutive effect of stock options and warrants 8,449,443 -
Weighted average shares issued during period 564,000 -
-------------- --------------
Weighted average common shares outstanding -
primary and fully diluted - March 31, 19,198,443 10,185,000
============== ==============
Net income per common share -
primary and fully diluted - March 31, $ 0.00 $ 0.01
============== ==============
</TABLE>
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-QSB for the quarter ended March 31, 1997 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-END> MAR-31-1997
<CASH> 471,738
<SECURITIES> 0
<RECEIVABLES> 162,787
<ALLOWANCES> 5,000
<INVENTORY> 14,966
<CURRENT-ASSETS> 656,011
<PP&E> 77,682
<DEPRECIATION> 75,454
<TOTAL-ASSETS> 1,169,953
<CURRENT-LIABILITIES> 135,946
<BONDS> 0
0
0
<COMMON> 570,750
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,169,953
<SALES> 259,344
<TOTAL-REVENUES> 259,344
<CGS> 22,176
<TOTAL-COSTS> 237,002
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,176
<INCOME-PRETAX> 22,342
<INCOME-TAX> 0
<INCOME-CONTINUING> 22,342
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,342
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
