<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------- -------
COMMISSION FILE NUMBER 1-12694
SOLIGEN TECHNOLOGIES, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
WYOMING 95-4440838
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
19408 LONDELIUS STREET
NORTHRIDGE, CALIFORNIA 91324
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(818) 718-1221
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 issuer was required to file such reports), and (2) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of issuer's common stock outstanding as of November 3, 1997:
32,682,338
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
FORM 10-QSB
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at September 30,
1997 and March 31, 1997 ........................... 3
Consolidated Statements of Operations for the
three and six months ended September 30, 1997
and 1996 ........................................... 4
Consolidated Statements of Cash Flows for the
six months ended September 30, 1997
and 1996 ........................................... 5
Notes to Consolidated Financial Statements ......... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........ 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings..................................... 12
Item 4. Submission of Matters to a Vote of Security
Holders .............................................. 12
Item 6. Exhibits and Reports on Form 8-K...................... 13
Signatures ........................................... 14
2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS
SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1997 1997
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 361,000 $ 506,000
Accounts receivable 577,000 723,000
Inventories 156,000 160,000
Prepaid expenses 98,000 49,000
--------- ---------
Total current assets 1,192,000 1,438,000
Property, plant and equipment 2,099,000 2,112,000
Less allowance for depreciation
and amortization 1,129,000 1,004,000
--------- ---------
Net property, plant and
equipment 970,000 1,108,000
Other assets 40,000 34,000
--------- ---------
TOTAL ASSETS $2,202,000 $2,580,000
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 394,000 $ 360,000
Trade accounts payable 192,000 251,000
Payroll and related expenses 116,000 146,000
Accrued expenses 153,000 105,000
Deferred revenue 102,000 131,000
--------- ---------
Total current liabilities 957,000 993,000
Notes payable, net of current portion 59,000 100,000
Stockholders' equity:
Common stock, no par value:
Authorized -- 50,000,000 shares;
Issued and outstanding: 32,660,115
at September 30 and 31,434,283 at
March 31 10,136,000 9,776,000
Accumulated deficit (8,950,000) (8,289,000)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 1,186,000 1,487,000
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,202,000 $2,580,000
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $1,264,000 $ 750,000 $2,497,000 $ 1,293,000
---------- ---------- ---------- -----------
COST OF REVENUES 890,000 496,000 1,770,000 963,000
---------- ---------- ---------- -----------
Gross profit 374,000 254,000 727,000 330,000
---------- ---------- ---------- -----------
OPERATING EXPENSES:
Research and development 256,000 259,000 519,000 543,000
Selling 129,000 171,000 265,000 350,000
General and administrative 302,000 235,000 512,000 496,000
Non-cash compensation 39,000 -- 78,000 --
---------- ---------- ---------- -----------
Total operating expenses 726,000 665,000 1,374,000 1,389,000
---------- ---------- ---------- -----------
Loss from operations (352,000) (411,000) (647,000) (1,059,000)
OTHER INCOME (EXPENSE):
Interest income 1,000 -- 2,000 11,000
Interest expense (11,000) (260,000) (15,000) (267,000)
Other income -- 13,000 -- 103,000
---------- ---------- ---------- -----------
Total other income
(expense) (10,000) (247,000) (13,000) (153,000)
---------- ---------- ---------- -----------
LOSS BEFORE PROVISION
FOR INCOME TAXES (362,000) (658,000) (660,000) (1,212,000)
Provision for state income
taxes -- -- 1,000 --
---------- ---------- ---------- -----------
NET LOSS $ (362,000) $ (658,000) $(661,000) $(1,212,000)
---------- ---------- ---------- -----------
NET LOSS PER SHARE $ (0.01) $ (0.02) $ (0.02) $ (0.04)
---------- ---------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
-------------
1997 1997
---- ----
<S> <C> <C>
Cash flows from operating activities
Net loss $ (661,000) $(1,212,000)
Depreciation and amortization 197,000 193,000
Non-cash interest expense on
convertible debt -- 250,000
Non cash compensation expense 78,000 --
Changes in assets and liabilities:
(Increase) decrease in accounts
receivable 146,000 (22,000)
(Increase) decrease in inventories 42,000 (45,000)
(Increase) decrease in prepaid
expenses (49,000) 11,000
Decrease in trade accounts payable (59,000) (237,000)
Decease in payroll and related
expenses (30,000) (38,000)
Increase in accrued expenses 48,000 27,000
Increase (decrease) in deferred
revenues (29,000) 3,000
(Increase) decrease in
other assets (6,000) 7,000
----------- -----------
Net cash used for operating
activities (323,000) (1,063,000)
----------- -----------
Cash flows from investing activities:
Additions in property, plant and
equipment (97,000) (57,000)
----------- -----------
Net cash used for investing
activities (97,000) (57,000)
----------- -----------
Cash flows from financing activities:
Principal payments under capital
lease obligations (28,000) (35,000)
Payments on notes payable 21,000 --
Convertible debentures, net of
issuance costs -- 666,000
Exercise of warrants and sale of
common stock 282,000 --
----------- -----------
Net cash provided by
financing activities 275,000 631,000
----------- -----------
Net decrease in cash (145,000) (489,000)
Beginning of period 506,000 1,189,000
----------- -----------
End of period $ 361,000 $ 700,000
----------- -----------
The accompanying notes are an integral part of these financial statements.
</TABLE>
5
<PAGE>
SOLIGEN TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The financial information included herein for the three and six-month periods
ended September 30, 1997 and 1996 is unaudited; however, such information
reflects all adjustments consisting only of normal recurring adjustments
which are, in the opinion of management, necessary for a fair presentation of
the financial position, results of operations and cash flows for the interim
periods. The financial information as of March 31, 1997, is derived from
Soligen Technologies, Inc's 1997 Form 10-KSB and 1997 Form 10-KSB/A-1. The
interim consolidated financial statements should be read in conjunction with
the consolidated financial statements and the notes thereto included in the
Company's 1997 Form 10-KSB and 1997 Form 10-KSB/A-1.
The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for the full year.
ACCOUNTING POLICIES
Reference is made to Note 1 of Notes to Financial Statements in the Company's
Annual Report on Form 10-KSB for the summary of significant accounting
policies.
INVENTORIES
Inventories are stated at the lower of cost or market on a first-in,
first-out basis. Inventories consist of the following:
September 30, 1997
------------------
Raw materials $ 99,000
Work in process 20,000
Finished goods 37,000
-----------
Total inventory $ 156,000
-----------
DEFERRED REVENUE
Deferred revenue relates to the DSPC technology profit center. The deferred
revenue related to machine revenues results mainly from the Company's issuance
of licenses for the use of the machines, or to support the machines in the form
of maintenance, rather than the outright sale of machines.
6
<PAGE>
DEBT
NOTES PAYABLE AND CAPITAL LEASES
Notes payable and capital leases consist of the following at September 30, 1997:
Notes payable to former owners of A-RPM, collateralized $ 305,000
by equipment and furnishings, bearing interest at 8%,
interest payable quarterly, $85,000 currently due and
$220,000 due in 2000 (see Part II, Item 1).
Capital leases 130,000
Other notes to non-related parties, due through 1997 18,000
---------
Total capital leases and notes payable 453,000
Less current portion (394,000)
---------
Long term portion $ 59,000
---------
7
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENT AND ASSOCIATED RISKS
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS CERTAIN FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON THE COMPANY'S
CURRENT EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES.
INCLUDING, AMONG OTHERS (i) CUSTOMER ACCEPTANCE OF THE COMPANY'S "ONE STOP SHOP"
PARTS NOW PROGRAM; AND (ii) THE COMPANY'S ABILITY TO OBTAIN ADDITIONAL FINANCING
REQUIRED TO SUPPORT ITS CONTINUING OPERATIONS AND PROJECTED REVENUE GROWTH.
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS.
IN VIEW OF THESE RISKS AND UNCERTAINTIES, THERE CAN BE NO ASSURANCE THAT THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT ON FORM 10-QSB
WILL IN FACT TRANSPIRE.
The following discussion should be read in conjunction with the accompanying
Financial Statements of Soligen Technologies, Inc. ("STI") and its wholly-owned
subsidiaries Soligen, Inc. ("Soligen") and Altop, Inc. ("Altop") (collectively
referred to herein as the "Company") including the notes thereto, included
elsewhere in this Quarterly Report.
OVERVIEW
The Company has developed a proprietary technology known as Direct Shell
Production Casting ("DSPC-Registered Trademark-"). This technology is
embodied in the Company's DSPC 300 System (the "DSPC System"), which produces
ceramic casting molds directly from Computer Aided Design ("CAD") files.
These ceramic molds are used to cast metal parts which conform to the CAD
design. This unique capability distinguishes the DSPC System from rapid
prototyping technologies which are characterized by the ability to produce
non-functional, three-dimensional representations of parts from CAD files.
The Company's DSPC System is based upon proprietary technology developed by
the Company and certain patent and other proprietary rights licensed to
Soligen, Inc. ("Soligen"), a wholly-owned subsidiary of the Company, by the
Massachusetts Institute of Technology ("MIT") pursuant to a license agreement
(the "License") dated October 18, 1991, as amended. Pursuant to the License,
MIT granted Soligen an exclusive, world-wide license to develop, manufacture,
market and sell products utilizing certain technology and processes for the
production of ceramic casting molds for casting metal parts patented by MIT
until October 1, 2006, and on a non-exclusive basis thereafter until the
expiration of the last patent relating to the licensed technology. The
exclusive period may be extended by mutual agreement of both parties.
The Company believes that the rapid mold production capabilities of the DSPC
System provide a substantial competitive advantage over existing producers of
cast metal parts. Use of the DSPC System eliminates the need to produce
tooling (patterns and core boxes) for limited runs of metal parts, thereby
reducing both the time and the labor otherwise required to produce ceramic
casting molds for casting the metal parts. It provides for a paradigm shift
by enabling engineers to postpone the design or the fabrication of production
casting tooling until after the designed part
8
<PAGE>
has been functionally tested. This ability, in addition to expediting the
design verification and testing, enables manufacturers to save time and money
by designing the production casting tools, which are required for large
production runs, once and most likely correctly on the first attempt. The
DSPC System can be also used to produce the production tooling (usually made
of steel), required to cast the parts in larger production runs. To
capitalize on this advantage, the Company plans to form a network of rapid
response production facilities owned either by the Company or by licensed
third parties when sufficient capital is available. This network will
operate under the trade name Parts Now-Registered Trademark- service. These
facilities will include DSPC production facilities and foundries with
in-house machine shops. The Company intends to establish itself as a leading
manufacturer of cast metal parts by providing a seamless transition from CAD
file to finished part.
The Company is rapidly transitioning from a development stage company towards
its goal of being a manufacturing / service company with continuing revenues
from operations. The Company operates four major revenue-generating profit
centers:
1. PARTS NOW CENTER ("PARTS NOW"): Oversees the "one stop shop" production
services from receipt of the customer's CAD file through production. Parts
Now is responsible for any contract which requires a combination of the DSPC
production center and conventional casting and CNC machining expertise. It
consists of program managers who oversee the transition from CAD to first
article, to tooling, to conventional casting and later to mass production.
It acquires services from the DSPC Production Center and the conventional
casting center at cost.
2. DSPC PRODUCTION CENTER: Revenues result from the production and sale of
first article and short run quantities of cast metal parts made directly
from the customer's CAD file. This center also provides DSPC parts and
tool making services to the Parts Now Center. These services are charged
to Parts Now at cost. Revenues for this product line were initiated in
the quarter ended March 31, 1995.
3. CONVENTIONAL CASTING CENTER ("PRODUCTION PARTS"): Revenues result from the
production, and sale of production quantities of cast and machined aluminum
parts for industrial customers. The Company began generating revenues in
this area through Altop, its aluminum foundry and machine shop, in July
1994. This center is limited to conventional casting of aluminum parts
that do not utilize DSPC made tooling.
4. DSPC TECHNOLOGY CENTER: Revenues result from the sale, lease, license or
maintenance of DSPC machines and from participation in research and
development projects wherein Soligen provides technological expertise.
9
<PAGE>
RESULTS OF OPERATIONS
Revenues for the three months ended June 30, 1997, and the three and six
months ended September 30, 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
Three Months
Ended Three Months Ended Six Months Ended
June 30, September 30, September 30,
-------- ------------- -------------
1997 1997 1996 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Parts Now-Registered Trademark- $ 368,000 $ 118,000 $ 379,000 $ 486,000 $ 467,000
DSPC-Registered Trademark- production 550,000 612,000 62,000 1,162,000 190,000
Production parts 218,000 229,000 309,000 447,000 600,000
DSPC-Registered Trademark- technology 97,000 305,000 -- 402,000 36,000
----------- ----------- --------- ----------- -----------
Total revenues $ 1,233,000 $ 1,264,000 $ 750,000 $ 2,497,000 $ 1,293,000
----------- ----------- --------- ----------- -----------
</TABLE>
Revenues for the quarter ended September 30, 1997, were $1,264,000, an
increase of 69% compared to $750,000 in the quarter ended September 30, 1996.
Compared to the comparable period a year ago, combined revenues for Parts
Now and DSPC increased $289,000, or 66% reflecting increased acceptance of
the Company's core business in the market place. During the past twelve
months the Company experienced high fluctuations within its core business,
Parts Now and DSPC production. During the past twelve months the Company
experienced fluctuations within its Parts Now and DSPC product lines. Since
the Company cannot forecast whether or not DSPC business will result in Parts
Now production orders, revenue fluctuations will continue within the core
business.
Production parts (Altop) revenues increased from $218,000 for the three
months ended June 30, 1997, to $229,000 for the quarter ended September 30,
1997. The Company continues to de-emphasize conventional castings, a low
profit margin business segment unrelated to Parts Now business strategy.
DSPC technologies' revenues increased from $97,000 for the quarter ended June
30, 1997, to $305,000 for the quarter ended September 30, 1997. This
increase was the result of a $250,000 machine sale.
Gross profit for the three and six months ended September 30, 1997, was
$374,000 and $727,000, respectively, as compared to $254,000 and $330,000 for
the three and six months ended September 30, 1996. The change represented an
increase of $120,000 or 47 percent for the three months ended September 30,
1997, and an increase of $397,000 or 120 percent for the six months ended
September 30, 1997. Gross margin as a percentage of revenues decreased to 30
from 34 percent for the three month periods ending September 30, 1997, and
1996, respectively; gross margin as a percentage of revenues increased to 29
from 26 percent for the six months ended September 30, 1997 and 1996,
respectively.
Research and development expenses were $256,000 and $259,000 for the quarters
ended September 30, 1997 and 1996, respectively. For the six months ended
September 30, 1997 and 1996, research and development expenses were $519,000
and $543,000, respectively. The Company intends to continue development of
the DSPC technology and its applications as a key to its business strategy.
10
<PAGE>
Selling expenses decreased to $129,000 for the quarter ended September 30,
1997, from $171,000 for the quarter ended September 30, 1996. For the six
months ended September 30, 1997 and 1996, selling expenses deceased to
$265,000 from $350,000. The decrease in selling expenses was the result of
the consolidation of Altop's and Soligen's sales departments.
General and administrative expenses increased to $302,000 for the quarter
ended September 30, 1997 from $235,000 for the quarter ended September 30,
1996. General and administrative expenses increased to $512,000 for the six
months ended September 30, 1997 from $496,000 for the six months ended
September 30, 1996. The increase in $67,000 of expenses during the quarter
ended September 30, 1997, compared to the similar period in 1996 is
principally due to non-recurring expenses associated with entering into the
agreement with a commercial lender for a revolving line of credit.
The Company issued stock options to non-employees in fiscal 1996 and,
according to SFAS 123, non-cash compensation expense is to be recognized over
the expected period of benefit. As a result, the Company recognized $39,000
and $78,000, respectively, in the quarter and six months ended September 30,
1997, and expects to recognize approximately $156,000 non-cash compensation
expense during fiscal 1998.
CASH AND SOURCES OF LIQUIDITY
As of September 30, 1997, the Company had $938,000 in cash and accounts
receivable, a decrease from $1,229,000 at March 31, 1997. At September 30,
1997, the Company reported working capital of $235,000 compared to working
capital of $445,000 at March 31, 1997. The decrease in working capital from
March 31, 1997 to September 30, 1997, was due primarily to $323,000 in net
cash used for operations that was partially offset by $282,000 exercise of
warrants and sale of common stock.
In August 1997, the Company entered into an agreement with a commercial
lender for an up to $1,000,000 revolving line of credit, collateralized by
receivable, inventory and fixed assets. The credit facility provides for the
advance rate of 75% of eligible accounts receivable.
The Company requires significant funds to continue operations The Company
believes the current cash will only be sufficient to meet its working capital
and capital expenditures requirements through December 31, 1997. The Company
is actively seeking to raise additional funds; however, there can be no
assurance to the success of these efforts.
11
<PAGE>
PART II: OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
A-RPM LAWSUIT AND COUNTERCLAIM
On June 30, 1994, Altop, Inc., a wholly owned subsidiary of the Company,
acquired substantially all of the assets of A-RPM Corporation, an aluminum
foundry and machine shop located in Santa Ana, California. The assets were
acquired pursuant to an Asset Purchase Agreement between Altop, A-RPM, the
Company and Leland K. and Nancy B. Lowry, the sole shareholders of A-RPM. As
payment for the assets, Altop delivered an initial cash payment in the amount
of $100,000 and three promissory notes in the total principal amount of
$220,000. Altop also assumed certain liabilities of A-RPM and agreed to
deliver an additional payment of up to $100,000 contingent upon determination
of certain net asset values according to a formula set forth in the Asset
Purchase Agreement. Altop also entered into an Employment Agreement with
Leland K. Lowry.
On March 22, 1995, the Company and Altop commenced an action against A-RPM
and the Lowrys in the Superior Court for Orange County, California. The
complaint in this action seeks damages for breach of the Asset Purchase
Agreement, fraud, and negligent misrepresentation. In addition, the Company
and Altop are requesting declaratory relief confirming that the Company and
Altop have no further obligation to A-RPM and the Lowrys under the Asset
Purchase Agreement, the promissory notes and related transactions. The
complaint also seeks an award of attorneys' fees and costs.
A-RPM and the Lowrys have filed an answer to the complaint generally denying
the allegations of the complaint. In addition, they have filed a
cross-complaint stating actions against the Company and Altop for recovery of
the entire principal amount and accrued interest on the three promissory
notes delivered in connection with the Asset Purchase Agreement. The
cross-complaint also seeks foreclosure on the assets of Altop securing the
promissory notes, recovery of $85,000 alleged to be due and payable pursuant
to the contingent payment provisions of the Asset Purchase Agreement, and
attorneys' fees and costs.
The Company and Altop intend to vigorously defend against the allegations of
the cross-complaint and to vigorously pursue recovery against A-RPM and the
Lowrys. Pending resolution of this dispute, the Company has provided for a
$305,000 liability in its consolidated financial statements. A trial date,
set for October 27, 1997, was postponed and rescheduled for December 15, 1997.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 19, 1997, the Company held its 1997 Annual Meeting of
Shareholders, at which the following actions were taken:
12
<PAGE>
1. The Shareholders elected the five nominees for Director to the Board of
Directors of the Company. The five Directors elected were Yehoram Uziel,
Mark W. Dowley, Kenneth T. Friedman, Patrick J. Lavelle and Darryl J. Yea
(22,784,887, 22,800,125, 22,798,825, 22,746,975 and 22,792,725 shares
were voted affirmatively and 150,697, 135,459, 136,759, 188,609 and
142,859 shares abstained from voting for each of the nominees named,
respectively).
2. The Shareholders approved an amendment to the Company's 1993 Stock Option
Plan to increase the aggregate number of shares of common stock that may be
issued thereunder from 3,500,000 to 5,000,000 (18,690,373 shares voted
affirmatively, 438,064 shares voted negatively and 60,954 shares abstained
from voting on this proposal).
3. The Shareholders ratified the selection of Arthur Anderson LLP as
independent public accountants of the Company for the fiscal year
ended March 31, 1998 (22,865,300 shares were voted affirmatively,
37,865 shares voted negatively and 32,419 shares abstained from voting
on this proposal).
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
11.1 Computation of Net Loss Per Share
(b) REPORTS ON FORM 8-K
None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.
SOLIGEN TECHNOLOGIES, INC.
Date: November 12, 1997 By: /s/ Yehoram Uziel
----------------------------------
Yehoram Uziel
President, CEO and Chairman of the Board
(Principal executive officer)
Date: November 12, 1997 By: /s/ Robert Kassel
----------------------------------
Robert Kassel
Chief Financial Officer
(Principal financial officer)
14
<PAGE>
EXHIBIT 11.1
SOLIGEN TECHNOLOGIES, INC.
COMPUTATION OF NET LOSS PER SHARE
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------- -------------
1997 1996 1997 1996
---- ---- ---- ----
Weighted average common
shares outstanding 32,601,448 29,738,330 32,021,199 29,738,330
Net loss $ (362,000) $ (658,000) $ (661,000) $(1,212,000)
Net loss per share $ (0.01) $ (0.02) $ (0.02) $ (0.04)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 3 AND 4 OF THE COMPANY'S FORM 10-QSB FOR THE QUARTER AND YEAR TO DATE
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 361
<SECURITIES> 0
<RECEIVABLES> 589
<ALLOWANCES> 12
<INVENTORY> 156
<CURRENT-ASSETS> 1,192
<PP&E> 2,099
<DEPRECIATION> 1,129
<TOTAL-ASSETS> 2,202
<CURRENT-LIABILITIES> 957
<BONDS> 0
0
0
<COMMON> 10,136
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,202
<SALES> 2,497
<TOTAL-REVENUES> 2,497
<CGS> 1,770
<TOTAL-COSTS> 1,770
<OTHER-EXPENSES> 1,374
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15
<INCOME-PRETAX> (660)
<INCOME-TAX> 1
<INCOME-CONTINUING> (661)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (661)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
