EGAMES INC
8-K, 1999-07-23
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 22, 1999


                                  EGAMES, INC.
             (Exact name of registrant as specified in its charter)


       Pennsylvania                    0-27102                  23-2694937
(State or other jurisdiction    (Commission File Number)      (IRS Employer
     of incorporation)                                      Identification No.)



2000 Cabot Blvd. West, Suite 110, Langhorne, PA                 19047-1833
- -----------------------------------------------                 ----------
(Address of principal executive offices)                        (Zip Code)


       Registrant's telephone number, including area code: (215) 750-6606


                    -----------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>


Item 5.  Other Events.

         On July 22, 1999,  eGames,  Inc. (the "Company") issued a press release
announcing the Company's unaudited results for the fourth quarter and year ended
June 30, 1999,  as described in the press  release  attached as Exhibit 99.1 and
incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         a.       None.

         b.       None.

         c.       Exhibits.

                  99.1     Press release dated July 22, 1999.


                                   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 hereunto duly authorized.

                                          EGAMES, INC.


                                          By: /s/ Gerald W. Klein
                                              ------------------------------
                                              Gerald W. Klein, President and
                                              Chief Executive Officer


Dated: July 23, 1999



                                                                    EXHIBIT 99.1

At eGames, Inc.                 At The Financial Relations Board:
- ---------------                 ---------------------------------
Jerry Klein                     Glenn Sapadin (212) 661-8030 (General Inquiries)
President and CEO               Elisa Mailman (212) 661-8030 (Analyst Inquiries)
(215) 750-6606 (Ext. 118)       Deanne Eagle (212) 661-8030 (Media Inquiries)

For Immediate Release

     eGames Announces Fourth Quarter And Year-End 1999 Results; Revenues And
          Earnings Below Expectations As A Result Of Transition To New
                              Distribution Strategy

                        Fiscal 4Q Operational Highlights

o eGames enters into direct relationships with CompUSA, Electronics Boutique and
  Toys R Us
o eGames enters into new distribution relationships with SVG Distribution, Inc.,
  Navarre,  Merisel and Beamscope
o eGames Announces Strategic Partnership with ICTV to Bring Games To Cable TV


Langhorne,  PA - July 22,  1999 -  eGames,  Inc.  (Nasdaq:  EGAM),  the  leading
publisher and developer of Family Friendly(TM),  value-priced  computer software
games for players of all ages,  today  announced  results for the fourth quarter
and year-ended June 30, 1999.

The net loss  recorded  by eGames  for the  fiscal  fourth  quarter  of 1999 was
$863,000,  or $0.09  per  diluted  share,  on net  sales of $1.4  million.  This
compares to a net loss of $134,000,  or $0.01 per diluted share, on net sales of
$1.9 million for the comparable  quarter of fiscal 1998. Net income for the 1999
fiscal  year was  $463,000,  or $0.05 per diluted  share,  on net sales of $10.0
million.  This  compares  to net income of $1.1  million,  or $0.12 per  diluted
share, on net sales of $9.3 million for the 1998 fiscal year.

At the end of fiscal 1999, eGames entered into a new distribution agreement with
SVG Distribution  ("SVG"),  in order to more  effectively  distribute the eGames
products to various mass market, regional and alternative channel retailers. SVG
is  a  California-based   wholesale  distributor  of  interactive  entertainment
software.  The Company has shipped approximately $400,000 of inventory to SVG at
cost during the  quarter.  This  inventory,  once sold into the retail  channel,
would amount to sales of approximately  $1,600,000 for the Company. In addition,
$400,000 in orders were received by eGames too late in the quarter to be shipped
in fiscal  1999,  and are  scheduled to be shipped  during the first  quarter of
fiscal 2000.

Jerry Klein,  President and Chief Executive Officer of eGames,  said, "I want to
emphasize  that we remain very confident  with the  fundamental  strength of our
business.  The popularity of our product line continues to increase,  reflecting
our  focus on  delivering  high-quality  games  to the  rapidly  growing  family
friendly,  value-priced  segment  of the home  computer  market.  In  fact,  our
continued strong sell-through results from fiscal 1999 combined with the new SVG
distribution relationship are expected to result in a doubling of net income for
the first quarter of fiscal 2000 compared to the year ago quarter.


<PAGE>



Overall, fiscal 1999 has been a very exciting year for eGames,  in terms of the
successful evolution of our business strategy on multiple fronts.  Specifically,
over the past twelve months we have achieved a number of significant milestones,
including:

o The creation of new direct relationships with CompUSA, Electronics  Boutique,
  Rite Aid, and Toys R Us
o Our entering into new distribution relationships with SVG, Navarre, Merisel
  and Beamscope (Canada's leading distributor)
o Our  introduction  of 42 exciting  new  software  titles to the home  computer
  markets
o Achieving international sales of $2,700,000 representing a 288% increase over
  fiscal 1998
o The  introduction of potential new revenue streams  including the availability
  of our games  through  cable  television  via ICTV and our  ability to
  generate incremental  advertising  revenue through our new  relationship with
  Conducent, Inc.
o The successful launch of our www.egames.com Web Site
o Our revised distribution relationship with GT Interactive Software
  Corporation's Value Products Division

Of note, the recent  strategic  partnership  between eGames and Conducent,  Inc.
enables eGames to incorporate  advertising and Internet  functionality  (search,
e-commerce buttons) into eGames software.  Conducent's advanced technology will
provide eGames with incremental  advertising  revenues in addition to generating
valuable  end-user  data  for  eGames  in-depth  market  research  efforts.  In
addition,  Conducent's  relationships  with leading  portals,  including  Lycos,
significantly enhances the visibility of eGames over the Internet. Specifically,
visitors to the  Lycos.com Web Site can now download and play many of our eGames
titles directly from these sites. Visitors will also be able to hyperlink to the
eGames Web Site (www.egames.com) to shop in the eGames superstore."

"While we did not achieve our original fourth quarter estimates,  we are pleased
with  where we are now and where we see  ourselves  heading  in fiscal  2000 and
beyond," concluded Mr. Klein.

As of June 30, 1999,  the eGames  balance  sheet  remains  strong with a current
ratio of 2.49 to 1.00 and long-term debt to equity ratio of only .11 to 1.00.


<PAGE>



                      About eGames Revised Sales Strategy:

In March 1999,  eGames  revised its exclusive  relationship  with GT Interactive
Software  Corporation's  Value Products  Division (GT Value Products),  allowing
management to build relationships directly with retail chains and other software
distributors. GT Value Products continues to serve as eGames' distribution agent
with Kmart, Wal*Mart,  Target and Best Buy. Management anticipates that this new
strategy will expand eGames North  American  distribution  channels and increase
profit margins.

eGames,  headquartered  in  Langhorne,  PA,  develops,  publishes  and markets a
diversified  line  of  personal   computer   software   primarily  for  consumer
entertainment and small  office/home  office  applications.  eGames promotes the
Galaxy of Games(TM),  Galaxy of Home Office Help(TM), Game Master Series(TM) and
Galaxy of Arcade(TM)  brand names ("Galaxy  Software(TM)  products") in order to
generate  customer  loyalty,  encourage repeat purchases and  differentiate  the
Galaxy  Software  products to  retailers  and  consumers.  eGames  products  are
available through retail  distribution in 30 countries and over the Internet via
the eGames Web Site at http://www.egames.com.

eGames  press   releases  are  available   free-of-charge   by  fax  by  dialing
1-800-PRO-INFO and entering ticker symbol EGAM or at eGames' Web Site.

This  press  release  contains  certain  forward-looking  statements,  including
without  limitation,  statements  regarding sales of eGames products through SVG
Distribution  and other new  distributors,  eGames  revised  sales  strategy and
anticipated  sales and earnings'  growth in the first quarter of fiscal 2000 and
beyond.  The actual results  achieved by eGames and the factors that could cause
actual results to differ materially from those indicated by the  forward-looking
statements, are in many ways beyond eGames control. eGames cautions readers that
the following important factors, among others, could cause eGames actual results
to differ materially from those expressed in this press release:  the allocation
of adequate  shelf  space for eGames  products  in major  chain  retail  stores;
successful  sell-through results for eGames products at retail stores;  downward
pricing pressure; the timeliness and success of developing and selling products;
the acceptance by the market of the Company's existing and new products;  access
to and control over  distribution  channels;  consumers'  continuing  demand for
value-priced software;  competition;  the ability to create successful strategic
partnerships  and  implement  its Internet  strategy;  and various other factors
described in eGames  reports,  including  Form 10-KSB,  dated June 30, 1998, and
Form 10-QSB dated March 31, 1999,  filed by eGames  (formerly  RomTech) with the
Securities and Exchange Commission.

                         - Financial Tables To Follow -


<PAGE>


                                  eGames, Inc.
                      Consolidated Statements of Operations
                                  (Un-audited)
<TABLE>
<CAPTION>

                                                             Three months ended               Year ended
                                                                 June 30,                      June 30,
                                                        --------------------------    -------------------------

                                                            1999           1998          1999          1998
                                                            ----           ----           ----          ----
<S>                                                     <C>            <C>            <C>           <C>
Net sales                                               $ 1,383,264    $ 1,931,162    $10,022,305   $ 9,275,889

Cost of sales                                               642,182        689,193      3,596,982     3,441,793
                                                        -----------    -----------    -----------   -----------

Gross profit                                                741,082      1,241,969      6,425,323     5,834,096

Operating expenses:
    Product development                                     233,772        157,439        936,938       397,272
    Selling, general and administrative                   1,350,073      1,210,716      4,814,345     4,135,266
                                                        -----------    -----------    -----------   -----------

        Total operating expenses                          1,583,845      1,368,155      5,751,283     4,532,538

Operating income (loss)                                    (842,763)      (126,186)       674,040     1,301,558


Interest expense (income), net                                 (666)         8,242         31,761        45,859
                                                        ------------   -----------    -----------   -----------

Income (loss) before taxes                                 (842,097)      (134,428)       642,279     1,255,699

Provision for income taxes                                   20,937          - 0 -        179,724         3,069
                                                        -----------    -----------    -----------   -----------

Net income (loss)                                          (863,034)      (134,428)       462,555     1,252,630

Accretion of beneficial conversion
    feature on preferred stock                                - 0 -          - 0 -          - 0 -      (117,991)
                                                        -----------    -----------    -----------   -----------

Net income (loss) attributable
    to common stock                                     ($  863,034)   ($  134,428)   $   462,555   $ 1,134,639
                                                        ===========    ===========    ===========   ===========


Net income (loss) per common share:
            - Basic                                     ($     0.09)   ($     0.01)   $      0.05   $      0.13
                                                        ===========    ===========    ===========   ===========
            - Diluted                                   ($     0.09)   ($     0.01)   $      0.05   $      0.12
                                                        ===========    ===========    ===========   ===========

Weighted average common shares
     outstanding - Basic                                  9,600,935      9,371,200      9,494,988     8,716,756

Dilutive effect of common stock equivalents                   - 0 -          - 0 -        556,991       937,850
                                                        -----------    -----------    -----------   -----------
 Weighted average common shares
       outstanding - Diluted                              9,600,935      9,371,200     10,051,979     9,654,606
                                                        ===========    ===========    ===========   ===========

</TABLE>

<PAGE>




                                  eGames, Inc.
                           Consolidated Balance Sheet
                                  (Un-audited)

<TABLE>
<CAPTION>

                                                                  As of
                                                                 June 30,
                                   ASSETS                          1999
<S>                                                            <C>
Current assets:
   Cash and cash equivalents                                   $ 1,313,853
   Restricted cash                                                  17,560
   Accounts receivable, net of allowances - $417,732             1,934,503
   Inventory                                                     1,153,198
   Prepaid expenses                                                108,702
                                                               -----------
          Total current assets                                   4,527,816

Furniture and equipment, net                                       375,717
Other assets                                                       487,233
                                                               -----------
          Total assets                                         $ 5,390,766
                                                               ===========



                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable                                               $   129,210
   Accounts payable                                              1,040,438
   Accrued expenses                                                627,264
   Capital lease obligations                                        22,986
                                                               -----------
          Total current liabilities                              1,819,898

Capital lease obligations                                           22,459
Notes payable                                                      174,471
Convertible subordinated debt                                      150,000
                                                               -----------
          Total liabilities                                      2,166,828

Stockholders' equity:

   Common stock, no par value (40,000,000 shares authorized;
          9,833,340 issued)                                      8,874,889
   Additional paid in capital                                    1,148,550
   Accumulated deficit                                          (6,268,169)
   Treasury stock, at cost - 231,900 shares                       (501,417)
   Accumulated other comprehensive income/(loss)                   (29,915)
                                                               -----------
          Total stockholders' equity                             3,223,938
                                                               -----------
          Total liabilities and stockholders' equity           $ 5,390,766
                                                               ===========

</TABLE>


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