<PAGE>
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
|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 PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-27102
ROMTECH, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-2694937
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2000 Cabot Boulevard West, Suite 110
Langhorne, PA 19047-1833
(address of Principal executive offices)
Issuer's Telephone Number, Including Area Code: 215-750-6606
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report.)
Check whether the issuer (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 ( )
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes ( ) No ( )
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 6,482,730 shares
of common stock, no par value per share, as of May 8, 1997.
Transitional Small Business Disclosure Format (check one):
Yes ( ) No ( X )
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<PAGE>
The Registrant hereby amends its Form 10-QSB for the quarter ended March 31,
1997 for the purpose of amending certain financial information primarily
relating to direct mail marketing costs, and a development contract.
INDEX
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheet as of March 31,1997, with Pro Forma
information........................................................................................... 3
Consolidated Statements of Operations for the three and nine months ended March 31, 1997 and
1996.................................................................................................. 4
Consolidated Statements of Cash Flows for the nine months ended March 31, 1997 and
1996.................................................................................................. 5-6
Notes to Consolidated Financial Statements............................................................ 7-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................................... 12-14
Part II. Other Information
Item 2. Changes in Securities.................................................................................
Signatures............................................................................................ 15
Exhibit Index......................................................................................... 16
Financial Data Schedule............................................................................... 17
</TABLE>
Page 2
<PAGE>
Consolidated Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
March 31,
March 31, 1997
ASSETS 1997 (Note 4)
--------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 111,333 $ 1,192,961
Restricted cash 14,788 14,788
Accounts receivable, net of allowance
for doubtful accounts of $76,807 679,777 679,777
Inventory 441,333 441,333
Prepaid expenses 243,557 243,557
----------- -----------
Total current assets 1,490,788 2,572,416
Furniture and equipment, net 186,284 186,284
Other assets 203,690 203,690
----------- -----------
Total assets $1,880,762 $2,962,390
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current liabilities:
Notes payable $ 128,440 $ 128,440
Accounts payable 896,613 896,613
Accrued expenses 389,156 389,156
Capital lease obligations 28,210 28,210
------------ ------------
Total current liabilities 1,442,419 1,442,419
Capital lease obligations net of current portion 53,918 53,918
Notes payable-long term portion 285,992 285,992
Convertible subordinated debt 150,000 150,000
---------- ----------
Total liabilities 1,932,329 1,932,329
Stockholders' equity/(deficit):
Convertible preferred stocks, net of beneficial
conversion features 2,169,627 3,106,627
Common stock, no par value (40,000,000 shares
authorized; 6,482,730 issued and outstanding) 4,336,861 4,336,861
Additional paid in capital 1,012,866 1,157,494
Accumulated deficit (7,570,921) (7,570,921)
---------- ----------
Total stockholders' equity/(deficit) (51,567) 1,030,061
---------- ----------
Total liabilities and stockholders'
equity/(deficit) $1,880,762 $2,962,390
========== ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
Page 3
<PAGE>
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31, March 31,
-------------------------- ---------------------------
1997 1996 1997 1996
--------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Net revenues $ 746,235 $ 798,229 $2,875,718 $2,102,461
Cost of revenues 308,210 374,003 990,706 807,070
--------- --------- ---------- -----------
Gross profit 438,025 424,226 1,885,012 1,295,391
Operating expenses:
Product development 126,162 181,858 305,441 484,040
Selling, general and administrative 924,915 1,019,942 3,220,687 2,119,585
--------- --------- ---------- -----------
Total operating expenses 1,051,077 1,201,800 3,526,128 2,603,625
Operating loss (613,052) (777,574) (1,641,116) (1,308,234)
Interest (expense) income, net (16,304) 19,396 (44,784) (59,493)
--------- --------- ---------- -----------
Loss before taxes (629,356) (758,178) (1,685,900) (1,367,727)
Provision for income tax 1,730 - 0 - 1,730 800
--------- --------- ---------- -----------
Net loss (631,086) (758,178) (1,687,630) (1,368,527)
Accretion of beneficial
conversion feature on preferred stock (141,429) - 0 - (228,287) - 0 -
--------- --------- ---------- -----------
Net loss attributable to common stock $(772,515) $(758,178) $(1,915,917) $(1,368,527)
========== ========== ============ ============
Net loss per common share $ (0.12) $ (0.12) $ (0.30) $ (0.28)
======== ======== ======== ========
Weighted average common
shares outstanding 6,416,863 6,233,243 6,329,040 4,921,097
</TABLE>
See accompanying notes to the consolidated financial statements.
Page 4
<PAGE>
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
March 31,
---------------------------------
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,687,630) $ (1,368,527)
Adjustment to reconcile net loss to net cash
from operating activities:
Depreciation and amortization 160,815 112,093
Loss on disposal of equipment 3,921 --
Interest expense incurred but not paid -- 55,000
Changes in items affecting operations net of
effect from acquired businesses:
Restricted cash (14,788) 1,683
Accounts receivable (254,479) 172,992
Prepaid expenses (202,147) (32,650)
Inventory (236,112) (110,784)
Accounts payable 520,446 220,215
Accrued expenses (314,933) (24,674)
------------ -----------
Net cash used in operating activities (2,024,907) (974,652)
Cash flows from (used in) investing activities:
Sales and maturities of short term investments 398,952 399,764
Purchase of short term investments -- (1,192,404)
Purchase of furniture and equipment (53,136) (112,124)
Purchase of software rights and other assets (216,857) (43,663)
Loan to related party 2,000 (5,500)
------------ -----------
Net cash provided by (used in) investing activities 130,959 (953,927)
Cash flows from financing activities:
Net proceeds of initial public offering of common stock -- 3,623,796
Net proceeds from issuance of convertible preferred stock 1,105,812 --
Proceeds from exercise of warrants -- 100,000
Proceeds from convertible subordinated debt -- 300,000
Net repayments of advances of factored receivable -- (192,776)
Net repayments of advances to officers -- (26,366)
Repayment of note payable (27,368) (36,672)
Repayment of lease obligations (27,826) (35,388)
------------ -----------
Net cash provided by financing activities 1,050,618 3,732,594
Net increase (decrease) in cash and cash equivalents (843,330) 1,804,015
Cash and cash equivalents:
Beginning of period 954,663 85,173
------------ -----------
End of period $ 111,333 $ 1,889,188
============= ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
Page 5
<PAGE>
Consolidated Statements of Cash Flows (continued)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
March 31,
---------------------------
1997 1996
--------- ----------
<S> <C> <C>
Supplemental cash flow information:
Cash paid for interest $ 65,051 $ 55,291
========= ==========
Noncash investing and financing activities:
Settlement of long term debt and officer's notes payable
through issuance of preferred stock, notes payable and
debt forgiveness, net of $50,000 cash payment $ -- $1,886,452
========= ==========
Net liabilities assumed in reverse acquisition by issuance
of common stock $ -- $ 92,219
========= ==========
Capital lease additions $ 81,643 $ --
========= ==========
Conversion of debt for $100,000 of convertible preferred
stock and $100,000 exercise of common stock warrants
$ 200,000 $ --
========= ==========
Conversion of debt for common stock $ -- $ 68,555
========= ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
Page 6
<PAGE>
Notes to Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim consolidated financial statements were
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The Notes to Consolidated Financial
Statements included in the Form 10-KSB for the fiscal year ended June 30, 1996
should be read in conjunction with the accompanying statements. These
statements include all adjustments (consisting only of normal recurring
adjustments) which the Company believes are necessary for a fair presentation
of the statements. The interim operating results are not necessarily
indicative of the results for a full year.
The accompanying consolidated financial statements as of March 31, 1997
include the accounts of RomTech, Inc., ("RomTech"), which successfully
completed an initial public offering on October 18, 1995 with Applied Optical
Media Corporation ("AOMC"), which merged with RomTech concurrent with the
completion of RomTech's public offering, and Virtual Reality Laboratories,
Inc. ("VRLI"), its wholly owned subsidiary, which was acquired on April 5,
1996 in a transaction accounted for using the pooling of interests method of
accounting. As further described in Note 2, the AOMC merger was accounted for
as a reverse acquisition whereby AOMC was deemed to be the acquiring entity
for accounting purposes. In addition, the fiscal 1996 financial statements
have been restated to reflect VRLI's operations on a pooled basis.
Accordingly, the consolidated statements of operations include the activities
of the following entities for the following periods:
o July 1, 1995 to October 17, 1995 - AOMC and VRLI
o October 18, 1995 to March 31, 1996 - RomTech, AOMC and VRLI
o July 1, 1996 to March 31, 1997 - RomTech, AOMC and VRLI
Description of Business
RomTech, Inc. (the "Company") is a Pennsylvania Corporation, which was
incorporated in July 1992. The Company develops, publishes, markets and is a
reseller of a diversified line of personal computer software for consumer,
educational and business applications. The Company's sales are primarily made
to a large national distributor that sells through retail stores. The Company
also sells its products by direct mail, via the internet and in jewel case
packaging at computer trade shows.
Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, Virtual Reality Laboratories, Inc. All
intercompany balances and transactions have been eliminated.
2. Completion of Pubic Offering/ Merger
Applied Optical Media Corporation ("AOMC")
On October 18, 1995, the Company merged with AOMC, whereby the
stockholders of AOMC exchanged all their outstanding shares for 1,575,000
common shares of the Company and 425,000 warrants to purchase common shares at
$.50 per share. In addition, concurrently with the Merger certain stockholders
of AOMC exchanged debt with a carrying value of $1,936,452 for 1,000,000
shares of convertible preferred stock, a $300,000, 8.75% note payable, a
$50,000 cash payment and forgiveness of $586,607 of debt. The preferred stock
has a face value of $1,000,000 and is convertible into common
Page 7
<PAGE>
Notes to Consolidated Financial Statements
2. Completion of Pubic Offering/ Merger (continued)
stock of the Company beginning two years after October 18, 1995 at a price of
$3.30 per share. The Company has the right to redeem the preferred stock for
an aggregate redemption price of $1,000,000.
As a result of the AOMC merger, the former stockholders of AOMC had a
majority of the voting rights of the combined enterprise on a fully diluted,
if converted basis. Therefore, for accounting purposes, AOMC was considered
the acquirer (reverse acquisition). The cost of acquiring the Company was
based on the fair market value of the Company's net assets, which approximated
their recorded value.
In connection with the reverse acquisition, the outstanding shares of the
Company and the shares of the Company issued to AOMC stockholders have been
reflected as a recapitalization of the previously outstanding AOMC common
stock.
On October 18, 1995, the Company consummated an initial public offering
of 1,550,000 shares of common stock at a price of $3.00 per share resulting in
gross proceeds of $4,650,000 before deducting offering costs of $1,026,204.
Virtual Reality Laboratories, Inc. ("VRLI")
On April 5, 1996, the Company acquired VRLI, a California corporation, in
a transaction structured as a merger of VRLI with a newly formed subsidiary of
the Company ("RomTech subsidiary"), with the RomTech subsidiary as the
surviving corporation. VRLI, which is located in San Luis Obispo, California,
publishes software for use on desktop computers. Its products include business
forms and imaging processing software targeted for the small-office,
home-office market, three-dimensional landscape rendering software and
astronomy software for special interest users and the education market. In
connection with the acquisition, the Company issued a total of 1,284,440
shares of its common stock, in exchange for all of the equity interests of
Virtual Reality, which included common stock, stock options, convertible
subordinated debt and a $100,000 promissory note to an officer and stockholder
of VRLI. In addition, the Company incurred acquisition-related expenses of
approximately $757,804, including $204,340 in the form of the Company's Common
Stock, related to investment banking, consulting, accounting and legal costs
which were charged to operations. This acquisition was accounted for using the
pooling-of-interests method, and accordingly the Company's historical
financial statements presented have been restated to include the accounts and
results of operations of VRLI.
3. Liquidity
As of March 31, 1997, the Company's cash and working capital balances
were $111,000 and $48,369, respectively. At March 31, 1997 the Company did not
satisfy the minimum level of stockholders' equity required to be listed
($1,000,000) for trading on the Nasdaq SmallCap Market(TM) and through March
31, 1997 the Company continued to operate at a loss. During the nine months
ended March 31, 1997, the Company successfully completed the private placement
of Class Two Convertible Preferred Stock resulting in $1,106,000 in net
proceeds. As of April 22, 1997, the Company completed the private placement of
Class Three Convertible Preferred Stock resulting in $1,082,000 in net
proceeds. Additionally, Odyssey Capital Group L. P., a shareholder of the
Company, purchased $200,000 of notes payable previously due Ballyshannon
Partners L. P., another shareholder of the Company, and converted $100,000 of
the debt to acquire a portion of the Class Two Convertible Preferred Stock and
then converted the remaining $100,000 of the debt to exercise warrants to
purchase 198,687 shares of Common Stock. The loss of $1,687,630 for the nine
months ended March 31, 1997 offset the net equity proceeds from the
aforementioned transactions. Total stockholders' equity was $1,030,061 at
March 31, 1997 on a pro forma basis (see the pro forma balance sheet included
with this report). The Company continues to seek additional capital to, among
other things, maintain its stockholders' equity at least at the minimum level
required by the Nasdaq SmallCap Market. At May 15, 1997 the Company is in
compliance with the minimum level of stockholders' equity for listing on the
Nasdaq SmallCap Market.
Page 8
<PAGE>
Notes to Consolidated Financial Statements
3. Liquidity (continued)
The Company's ability to achieve positive cash flow depends upon a
variety of factors, including the timeliness and success of developing and
selling its products, the costs of developing, producing and marketing such
products and various other factors, some of which may be beyond the Company's
control. In the future, the Company's capital requirements will be affected by
each of these factors. Although, the Company believes cash and working capital
balances will be sufficient to fund the Company's operations for the
foreseeable future, the Company plans to raise additional capital and it will
seek such funding through additional public or private financings. There can
be no assurances that the Company will achieve a positive cash flow or that
additional financing will be available if and when required or, if available,
will be on terms satisfactory to the Company. Currently, the Company has no
significant capital expenditure commitments.
4. Private Placements
Class Two Convertible Preferred Stock
On January 30, 1997, the Company completed a private placement to
accredited investors of 1,271,340 shares of Class Two Convertible Preferred
Stock (the "Class Two Preferred Stock") and 355,975 Common Stock Warrants (the
"Warrants") for the purchase of 355,975 shares of the Company's Common Stock.
The offer and sale of the Class Two Preferred Stock and the Warrants was
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), pursuant to Section 4(2) of the Act and Rule 506 of
Regulation D promulgated thereunder. There was no public offering of the Class
Two Preferred Stock or the Warrants, and all sales were made in private
transactions with accredited investors, as such term is defined in Rule 501 of
Regulation D. Each Warrant entitles the holder to purchase one share of Common
Stock at any time during the period beginning six months after the date of
issuance of the Warrant until five years after the date of issuance at a price
equal to the lesser of (i) $6.25 or (ii) the average of the closing bid price
of the Company's Common Stock on the Nasdaq SmallCap Market, or the primary
securities exchange on which the Common Stock is then quoted, plus $1.25, for
the ten business days immediately preceding the date on which the Securities
and Exchange Commission declares effective the registration statement filed by
the Company pursuant to the Registration Rights Agreement between the Company
and the purchasers of the Class Two Preferred Stock. The Class Two Preferred
Stock is convertible beginning six months following the date of issuance into
shares of Common Stock equal to the number of shares of Class Two Preferred
Stock surrendered for conversion divided by the conversion price, which will
be the lower of (i) $3.97 or (ii) ninety percent (90%) of the average of the
closing bid price of the Company's Common Stock for the ten (10) business days
immediately preceding the date on which the Securities and Exchange Commission
declares effective the registration statement registering the shares for
resale. Of the 1,271,340 shares of Class Two Preferred Stock sold, 1,171,340
shares were issued as of November 15, 1996, and therefore become convertible
into Common Stock on May 15, 1997. The remaining 100,000 shares of Class Two
Preferred Stock become convertible on July 30, 1997.
The aforementioned sales of securities may result in significant dilution
to the current holders of Common Stock. In addition, due to specific
accounting guidance recently promulgated by the SEC, the Company's loss per
share will be negatively impacted since the Class Two Preferred Stock and the
Class Three Preferred Stock (as hereinafter defined) contain beneficial
conversion features that will be accounted for in a manner similar to a
preferred stock dividend. The intrinsic value of the beneficial conversion
feature of the Class Two Preferred Stock is estimated to be $330,000. This
amount will be amortized to accumulated deficit over approximately six months,
which represents the initial conversion period. The amount amortized, which is
analogous to a preferred stock dividend, increases the net loss attributable
to common stockholders. As of March 31, 1997, $228,287 was amortized to the
accumulated deficit.
Page 9
<PAGE>
Notes to Consolidated Financial Statements
4. Private Placements (continued)
The Company also issued 177,988 Warrants to purchase 177,988 shares of
the Company's Common Stock to the investment advisor ("Advisor Warrants")
engaged by the Company to assist in the private placement of the Class Two
Preferred Stock. The terms and conditions of the Adviser Warrants are
identical to the Warrants, except that the Advisor Warrants are exercisable at
an exercise price of $6.00.
Class Three Convertible Preferred Stock
On April 22, 1997, the Company completed a private placement to
accredited investors of 1,250,000 shares of Class Three Convertible Preferred
Stock (the "Class Three Preferred Stock") and 62,500 Common Stock Warrants
(the "Class Three Warrants") for the purchase of 62,500 shares of the
Company's Common Stock. Each Class Three Warrant entitles the holder to
purchase one share of Common Stock at an exercise price of $3.94 per share
subject to the condition that the Class Three Warrants will not be exercisable
until the closing bid price of the Company's Common Stock exceeds $5.66 per
share after October 9, 1997. The Class Three Warrants are exercisable at any
time beginning six months after the date of issuance until three years and six
months after the date of issuance. The offer and sale of the Class Three
Preferred Stock and the Class Three Warrants was exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), pursuant
to Section 4(2) of the Act and Rule 506 of Regulation D promulgated
thereunder. There was no public offering of the Class Three Preferred Stock or
the Class Three Warrants, and all sales were made in private transactions with
accredited investors, as such term is defined in Rule 501 of Regulation D.
One-half of the Class Three Preferred Stock is convertible at the option of
the holders beginning five days following the date that the SEC declares
effective the registration statement registering the shares of Common Stock
issuable upon conversion of the Class Three Preferred Stock for resale (the
"First Conversion Date"). The remaining one-half of the Class Three Preferred
Stock will become convertible thirty days after the First Conversion Date. The
conversion price per share (the "Conversion Price") for the Class Three
Preferred Stock will range from a high of 80% of the average closing bid price
of the Company's Common Stock (the "Average Quoted Price") for the five (5)
trading days immediately preceding the date of conversion to a low of 70% of
the Average Quoted Price for the five trading days immediately preceding the
date of conversion; provided that the Conversion Price will not exceed $5.95
or be less than $.66.
The Company incurred expenses of approximately $168,000 in connection
with the private placement of the Class Three Preferred Stock and realized net
proceeds of approximately $1,082,000 (see the Consolidated Pro Forma Balance
Sheet on page 3 of this report).
The issuance of the Class Three Preferred Stock has resulted in
anti-dilution adjustments to the Company's Class Two Preferred Stock in
accordance with the terms of the Class Two Preferred Stock.
The aforementioned sales of securities may result in significant dilution
to the current holders of Common Stock. In addition, due to specific
accounting guidance recently promulgated by the SEC, the Company's loss per
share will be negatively impacted since certain securities issued by the
Company contain beneficial conversion features that will be accounted for in a
manner similar to a preferred stock dividend. The estimated intrinsic value of
the beneficial conversion feature is $313,000 (see the Consolidated Pro Forma
Balance Sheet on page 3 of this report). This cost will be amortized starting
in April 1997.
The Company paid to H.J. Meyers & Co., Inc. ("H.J. Meyers"), as placement
agent of the Class Three Convertible Preferred Stock and the Warrants,
commissions and expenses in an amount equal to $80,000. Additionally, the
Company paid a finder's fee of $20,000 to VMH, Ltd. in connection with the
sale of $250,000 of the Class Three Preferred Stock. H.J. Meyers was also
granted 7,000 shares of Common Stock (the "Agent Shares") which the Company
has agreed to register for resale.
Page 10
<PAGE>
Notes to Consolidated Financial Statements
4. Private Placements (continued)
On May 1, 1997, the Company filed a registration statement on Form S-3
registering for resale the Common Stock issuable upon conversion of the Class
Two Preferred Stock, the Class Three Preferred Stock, and the Common Stock
issuable upon exercise of the Warrants, the Advisor Warrants, and the Class
Three Warrants.
The adjustments that were recorded to reflect the effect of the private
placement of the Class Three Preferred Stock in the Pro Forma Balance Sheet at
March 31, 1997 reflect the $1,250,000 of Class Three Preferred Stock issued
net of offering costs of $168,000 and the estimated value of the beneficial
conversion feature of $313,000.
5. Other Matters
Acquisition
On September 27, 1996, the Company entered into an agreement in principle
to acquire FileABC(TM), a Nevada Limited Partnership, ("FileABC"). The terms
of the agreement were amended on October 18, 1996 whereby the Company would
acquire FileABC in exchange for $325,000 in cash in addition to the interim
payments of $50,000 on July 17, 1996 and $125,000 on October 30, 1996.
Additionally, a maximum of 1,200,000 shares were to be paid to FileABC for
each $1,000,000 of revenues generated from the sale of FileABC's current
software product and any enhancements or derivative products on or before
March 31, 2000. FileABC develops, publishes and markets document imaging,
management and archiving software for the Windows(TM) operating systems. The
completion of the acquisition of FileABC was subject to certain conditions,
including the condition that FileABC continue to have a distribution
relationship with Franklin Quest Company ("Franklin Quest") for the
distribution of software products.
On March 27, 1997 the Company was informed that Franklin Quest had
provided ninety days notice to FileABC of its intent to cancel its
distribution relationship with FileABC. If Franklin Quest does terminate its
distribution relationship with FileABC, the Company, in all likelihood, will
not complete the acquisition of FileABC. The Company will continue to evaluate
the recoverability of the amounts previously provided to FileABC as the
situation develops.
Page 11
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations
The accompanying consolidated financial statements as of March 31, 1997
include the accounts of RomTech, Inc. ("RomTech"), which successfully
completed an initial public offering on October 18, 1995 with Applied Optical
Media Corporation ("AOMC"), which merged with RomTech concurrent with the
completion of RomTech's public offering, and Virtual Reality Laboratories,
Inc. ("VRLI"), its wholly owned subsidiary, which was acquired on April 5,
1996 in a transaction accounted for using the pooling of interests method of
accounting. As further described in Note 2, the AOMC merger was accounted for
as a reverse acquisition whereby AOMC was deemed to be the acquiring entity
for accounting purposes. In addition, the fiscal 1996 consolidated financial
statements have been restated to reflect VRLI's operations on a pooled basis.
Accordingly, the consolidated statements of operations include the activities
of the following entities for the following periods:
July 1, 1995 to October 17, 1995 - AOMC and VRLI
October 18, 1995 to March 31, 1996 - RomTech, AOMC and VRLI
July 1, 1996 to March 31, 1997 - RomTech, AOMC and VRLI
Management believes that the results of operations for the three months and
nine months ended March 31, 1997 may not be indicative of anticipated future
results because of significant changes to be made in the combined businesses
of AOMC, Rom Tech and Virtual Reality (see note 2 to the financial
statements). The acquisition of Virtual Reality was accounted for using the
pooling-of-interests method of accounting, and accordingly the Company's
historical consolidated financial statements have been restated to include the
accounts and results of operations of Virtual Reality.
Results of Operations
Three Months Ended March 31, 1997 and 1996
Net revenues for the three months ended March 31, 1997 were $746,000 compared
to $798,000 for the three months ended March 31, 1996, representing a decrease
of $52,000 or 6.5%. This decrease resulted primarily from decreases in the
distribution of the Company's products through the retail channel.
Cost of revenues for the three months ended March 31, 1997 was $308,000
compared to $374,000 for the three months ended March 31, 1996, representing a
decrease of $66,000 or 17.6% due from the decrease in revenues and the
improvement in the gross profit percentage. The Company's gross profit margin
increased to 58.7% for the three months ended March 31, 1997 from 53.1% for
the three months ended March 31, 1996.
Product development expenses for the three months ended March 31, 1997 were
$126,000 compared to $182,000 for the three months ended March 31, 1996, a
decrease of $56,000 or 30.8%. This decrease was caused primarily by a
reduction in third party software contractor expenses of $70,000, which was
partially offset by an increase in salary-related costs of $20,000.
Selling, general and administrative expenses for the three months ended March
31, 1997 were $925,000 compared to $1,020,000 for the three months ended March
31, 1996 representing a decrease of $95,000 or 9.3%. The decrease was caused
primarily by decreases in advertising costs of $66,000, bad debt expense of
$31,000, depreciation expense of $39,000 and professional fees of $31,000,
which were partially offset by increases in salary-related costs of $60,000
and occupancy costs of $12,000.
Net interest expense for the three months ended March 31, 1997 was $16,000
compared to net interest income of $19,000 for the three months ended March
31, 1996, an increase of $35,000 net interest expense. This increase was
caused primarily by a $33,000 reduction in interest income due to the
significant reduction in cash available for investment at March 31, 1997
compared to March 31, 1996.
Page 12
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
Nine months Ended March 31, 1997 and 1996
Net revenues for the nine months ended March 31, 1997 were $2,876,000 compared
to $2,102,000 for the nine months ended March 31, 1996, representing an
increase of $774,000 or 36.8%. This increase resulted primarily from increases
of approximately $700,000 in sales relating to the distribution of the
Company's consumer products under the brand "Galaxy of Games", through the
retail and direct mail channels.
Cost of revenues for the nine months ended March 31, 1997 was $991,000
compared to $807,000 for the nine months ended March 31, 1996, representing an
increase of $184,000 or 22.8% due mainly from the increase in revenues. The
Company's gross profit margin increased to 65.6% in the nine months ended
March 31, 1997 from 61.6% for the nine months ended March 31, 1996.
Product development expenses for the nine months ended March 31, 1997 were
$305,000 compared to $484,000 for the nine months ended March 31, 1996, a
decrease of $179,000 or 37.0%. This decrease was caused primarily by a
reduction in contractor expenses of $77,000 and a $90,000 reimbursement for a
development contract.
Selling, general and administrative expenses for the nine months ended March
31, 1997 were $3,221,000 compared to $2,120,000 for the nine months ended
March 31, 1996 representing an increase of $1,101,000 or 51.9%. The increase
was due primarily from increases in salary-related costs of $349,000,
occupancy costs of $54,000, professional fees of $238,000, advertising costs
of $376,000, amortization costs of $94,000 and promotional expenses of
$20,000, which were partially offset by a decrease in bad debt expense of
$39,000.
Net interest expense for the nine months ended March 31, 1997 was $45,000
compared to $59,000 for the nine months ended March 31, 1996, a decrease of
$14,000 or 23.7%. This decrease was due primarily from the reduction of
long-term debt related to the Merger between RomTech, Inc. and AOMC and the
investment of the proceeds from the IPO.
Liquidity and Capital Resources
The financial information presented reflects the Company's financial position
at March 31, 1997.
As of March 31, 1997, the Company's cash and working capital balances were
$111,000 and $48,369, respectively. At March 31, 1997 the Company did not
satisfy the minimum level of stockholders' equity required to be listed
($1,000,000) for trading on the Nasdaq SmallCap Market(TM) and through March
31, 1997 the Company continued to operate at a loss. During the nine months
ended March 31, 1997, the Company successfully completed the private placement
of Class Two Convertible Preferred Stock resulting in $1,106,000 in net
proceeds. As of April 22, 1997, the Company completed the private placement of
Class Three Convertible Preferred Stock resulting in $1,082,000 in net
proceeds. Additionally, Odyssey Capital Group L. P., a shareholder of the
Company, purchased $200,000 of notes payable previously due Ballyshannon
Partners L. P., another shareholder of the Company, and converted $100,000 of
the debt to acquire a portion of the Class Two Convertible Preferred Stock and
then converted the remaining $100,000 of the debt to exercise warrants to
purchase 198,687 shares of Common Stock. The loss of $1,687,630 for the nine
months ended March 31, 1997 offset the net equity proceeds from the
aforementioned transactions. Total stockholders' equity was $1,030,061 at
March 31, 1997 on a pro forma basis (see the pro forma balance sheet included
with this report). The Company will continue to seek additional capital to,
Page 13
<PAGE>
Management's Discussion and Analysis of Financial Condition and Results of
Operations (cont.)
among other things, maintain its stockholders' equity at least at the minimum
level required by the Nasdaq SmallCap Market. At May 15, 1997 the Company is
in compliance with the minimum level of stockholders' equity for listing on
the Nasdaq SmallCap Market.
The Company's ability to achieve positive cash flow depends upon a variety of
factors, including the timeliness and success of developing and selling its
products, the costs of developing, producing and marketing such products and
various other factors, some of which may be beyond the Company's control. In
the future, the Company's capital requirements will be affected by each of
these factors. Although, the Company believes cash and working capital
balances will be sufficient to fund the Company's operations for the
foreseeable future, the Company plans to raise additional capital and it will
seek such funding through additional public or private financings. There can
be no assurances that the Company will achieve a positive cash flow or that
additional financing will be available if and when required or, if available,
will be on terms satisfactory to the Company. Currently, the Company has no
significant capital expenditure commitments.
On September 27, 1996, the Company entered into an agreement in principle to
acquire FileABC(TM), a Nevada Limited Partnership, ("FileABC"). The terms of
the agreement were amended on October 18, 1996 whereby the Company would
acquire FileABC in exchange for $325,000 in cash in addition to the interim
payments of $50,000 on July 17, 1996 and $125,000 on October 30, 1996.
Additionally, a maximum of 1,200,000 shares were to be paid to FileABC for
each $1,000,000 of revenues generated from the sale of FileABC's current
software product and any enhancements or derivative products on or before
March 31, 2000. FileABC develops, publishes and markets document imaging,
management and archiving software for the Windows(TM) operating systems. The
completion of the acquisition of FileABC was subject to certain conditions,
including the condition that FileABC continue to have a distribution
relationship with Franklin Quest Company ("Franklin Quest") for the
distribution of software products.
On March 27, 1997 the Company was informed that Franklin Quest had provided
ninety days notice to FileABC of its intent to cancel its distribution
relationship with FileABC. If Franklin Quest does terminate its distribution
relationship with FileABC, the Company, in all likelihood, will not complete
the acquisition of FileABC. The Company will continue to evaluate the
recoverability of the amounts previously provided to FileABC as the situation
develops.
Part II. Other Information
Item 2(c). Recent Sales of Unregistered Securities.
The information contained in Note 4 to the Company's Consolidated
Financial Statements, as set forth in Item 1 of Part I, regarding the private
placement of unregistered securities of the Company is hereby incorporated by
reference.
Page 14
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ROMTECH, INC.
(Registrant)
Date: November 10, 1997 /s/ Joseph A. Falsetti
---------------- -----------------------
Joseph A. Falsetti
Chief Executive Officer
Principal Financial Officer
Date: November 10, 1997 /s/ Gerald W. Klein
---------------- --------------------
Gerald W. Klein
Vice President and
Chief Financial Officer
Page 15
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page Number
----------- ---------------------- -----------
<S> <C> <C>
*4.1 Certificate of Designation, Preferences, Powers, Rights and Number of Shares of
Class Two Convertible Preferred Stock
*4.2 Form of Purchase Agreement for the Class Two Convertible
Preferred Stock (the "Class Two Preferred") dated as of November
15, 1996
*4.3 Form of Warrant Agreement for the Warrants (the "Warrants")
issued to the holders of the Class Two Preferred dated as of
November 15, 1996
*4.4 Form of Registration Rights Agreement for the Common Stock
underlying the Class Two Preferred and the Warrants dated as of
November 15, 1996
*4.5 Form of Agreement amending certain terms of the Class Two
Preferred Certificate of Designation, Warrants and Registration
Rights Agreement dated as of November 15, 1996
**4.6 Purchase Agreement dated January 30, 1997 between RomTech, Inc. and Odyssey
Capital Group, L.P.
**4.7 Agreement dated January 30, 1997 between RomTech, Inc. and Odyssey Capital Group,
L.P.
**4.8 Registration Rights Agreement dated January 30, 1997 between RomTech, Inc. and
Odyssey Capital Group, L.P.
***4.9 Certificate of Designation, Preferences, Powers, Rights and Number of Shares of
Class Three Convertible Preferred Stock
***4.10 Form of Securities Purchase Agreement for the Class Three Convertible Preferred
Stock (the "Class Three Preferred")
***4.11 Form of Warrant Agreement for the Warrants (the "Class Three
Warrants") issued to he holders of the Class Three Preferred
***4.12 Form of Registration Rights Agreement for the Common Stock underlying the Class
Three Preferred and the Class Three Warrants
****10.1 Asset Acquisition Agreement Between RomTech, Inc. and FileABC, LP
27.1 Financial Data Schedule 16
</TABLE>
- --------------------
* Incorporated by reference herein from the Registrant's Form 8-K as
filed with the Securities and Exchange Commission on November
27,1996.
** Incorporated by reference herein from the Registrant's Form 8-K as
filed with the Securities and Exchange Commission on February 4,
1997.
*** Incorporated by reference herein from the Registrant's Form 8-K as
filed with the Securities and Exchange Commission on April 9, 1997.
**** Incorporated by reference herein from the Registrant's Form 10-Q as
filed with the Securities and Exchange Commission on November 14,
1996.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> MAR-31-1997
<CASH> 111,333
<SECURITIES> 0
<RECEIVABLES> 679,777
<ALLOWANCES> 76,807
<INVENTORY> 441,333
<CURRENT-ASSETS> 1,490,788
<PP&E> 186,284
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,880,762
<CURRENT-LIABILITIES> 1,442,419
<BONDS> 0
<COMMON> 4,336,861
0
2,169,627
<OTHER-SE> 1,012,866
<TOTAL-LIABILITY-AND-EQUITY> 1,880,762
<SALES> 2,875,718
<TOTAL-REVENUES> 2,875,718
<CGS> 990,706
<TOTAL-COSTS> 990,706
<OTHER-EXPENSES> 3,526,128
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,784
<INCOME-PRETAX> (1,685,900)
<INCOME-TAX> 1,730
<INCOME-CONTINUING> (1,687,630)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,687,630)
<EPS-PRIMARY> (.30)
<EPS-DILUTED> (.30)
</TABLE>
