EGAMES INC
8-K, 1999-10-20
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): October 20, 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 October  20,  1999,  eGames,  Inc.  (the  "Company")  issued a press
release  announcing the Company's  unaudited results for the first quarter ended
September 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 October 20, 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: October 20, 1999





                                                                   EXHIBIT 99.1

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

For Immediate Release

                       eGAMES ANNOUNCES RECORD FISCAL 2000
                              FIRST QUARTER RESULTS

                            Fiscal 2000 1Q Highlights

o Net sales increase 64%, to $4.1 million
o Net income grows 43% to $577,000, or $0.06 per diluted share
o Enters  new  relationship  with  OfficeMax  to  carry  complete  line of Game
  Master(TM) products
o Achieves new distribution relationships with Office Depot, Circuit City,
  Babbages, Musicland and more than a dozen other retail chains
o Expands international distribution into five new countries
o Builds strategic partnership with Conducent, Inc. to enable advertising on its
  entertainment software

Langhorne,  PA - October  20,  1999 - eGames,  Inc.  (Nasdaq:  EGAM),  a leading
publisher and developer of Family Friendly(TM),  value-priced  computer software
games for  players of all ages,  today  announced  record  results for the first
quarter of fiscal 2000, ended September 30, 1999.

                          Record First Quarter Results

For the first quarter of fiscal 2000,  the Company's net sales  increased 64% to
$4.1  million,  compared to $2.5  million for the first  quarter of fiscal 1999.
This increase in sales  reflects both  increased  shipments to certain  existing
customers and  first-time  shipments to new  customers,  both  domestically  and
abroad. Of note,  international  sales for the first three months of fiscal 2000
grew  approximately  44%  to  $649,000,   compared  to  $451,000  for  the  same
three-month  period of fiscal  1999.  The  Company's  international  sales  were
particularly strong in Germany and the United Kingdom.

Net income for the fiscal 2000 first quarter rose 43% to $577,000,  or $0.06 per
diluted  share,  compared to net income of $403,000,  or $0.04 per diluted share
for the fiscal 1999 first quarter.

The Company's  fiscal 2000 first quarter gross and operating  margins were 61.1%
and 16.3%,  respectively,  compared to 64.9% and 17.6% for the fiscal 1999 first
quarter.  This decrease in margins reflects  increased  freight costs associated
with the Company's  expansion  into new retail  outlets and higher royalty costs
associated with the Company's shift to 100% "full-release" products, in contrast
to shareware  products that were still part of the Company's product line in the
fiscal 1999 first quarter.  Management  anticipates  that the Company's  margins
will benefit in subsequent  quarters from improved economies of scale as it more
deeply  penetrates  its newer markets  leading to increased  unit sales volumes.
Importantly,  eGames' operating expenses were down as a percentage of net sales,
reflecting  management's  ability to  effectively  manage the Company's SG&A and
product development expenses during the quarter.


<PAGE>

Building New Relationships

Among the Company's new retail  partnerships  established during the first three
months of fiscal 2000 are relationships with Office Max, Office Depot,  Staples,
Circuit  City,  Sam's Club,  Babbages,  Hastings,  Musicland,  Boscov's,  Fry's,
Nationwide  Computers,  BJ's Wholesale and AAFES. AAFES is the military Army/Air
Force Exchange Stores.

Also of note, in July the Company  announced a new  partnership  with Conducent,
Inc.,  which  will  enable  eGames  to  incorporate   advertising  and  Internet
functionality (search, e-commerce buttons) into the eGames software. Conducent's
technology is expected to generate  valuable  end-user  data for eGames'  market
research  efforts  and has the  potential  to  provide  incremental  advertising
revenue. In addition,  Conducent's  relationships with leading Internet portals,
including  Lycos,  have provided a means for  increasing  the  visibility of the
eGames brand.  As previously  announced,  visitors to the Lycos.com web site can
now download  and play many of the eGames demos and  hyperlink to the eGames web
site via Lycos.com to shop in the eGames superstore.

Comments From Management

According  to Jerry  Klein,  President  and Chief  Executive  Officer of eGames,
"Fiscal  2000  has  started  off to be a very  exciting  year  for  eGames.  Our
significantly  improved  profitability  reflects  our  ability  to  more  deeply
penetrate  our  existing  retail base and build new retail  relationships  as we
continue to implement our direct-to-market  strategy. Over the past three months
alone we have entered into new distribution relationships with more than a dozen
major  retail  chains.  These  relationships  are in addition to last  quarter's
announcement  of new  relationships  with  Rite Aid,  Toys R Us and  Electronics
Boutique.  Importantly,  19 of the top 20 retail chains  nationwide  are now our
customers.

"In addition to these new domestic retail  relationships,  we have also expanded
our  international  distribution  over  the  past  three  months  into  five new
countries,  bringing  our  overall  total  retail  distribution  to more than 35
countries.  Moreover,  we  are  now  publishing  our  titles  in  six  different
languages:  French, German, Spanish, Italian, Portuguese, and English," said Mr.
Klein.

"Behind this success,  our  exceptional  sales and marketing  team  continues to
demonstrate  its ability to build strong  relationships  with  buyers.  This was
further  demonstrated  by our being  nominated by retail buyers at the September
Retail Vision Trade Show for the Best Merchandising  Program and Best Product in
the Edutainment/Entertainment category.

"Our  eGames  brand has been  experiencing  strong  sell  though at many  retail
outlets, which has led to a number of our existing retail partners expanding the
number of eGames' titles they carry.  As a case in point,  during the past three
months Wal-Mart has added six new eGames' titles to their in-store display. This
has been made possible by our continued focus on delivering  high-quality  games
to the  rapidly  growing  family  friendly,  value-priced  segment  of the  home
computer market," continued Mr. Klein.


<PAGE>

"Six months ago we embarked on an aggressive new distribution strategy which has
enabled us to emerge as a stronger company with a significantly broader reach. I
am very  pleased  with the results of that  decision  given our  current  market
position and where we see  ourselves  heading as we proceed  farther  along into
fiscal 2000. Specifically,  for the remainder of fiscal 2000 we plan to maintain
our sharp  focus on  building  relationships,  delivering  quality  product  and
growing the eGames brand," concluded Mr. Klein.

As of September  30, 1999,  the Company's  balance  sheet remains  strong with a
current ratio of 2.2 and a long-term debt to total  capitalization ratio of less
than 5%.

eGames, Inc., headquartered in Langhorne, Pa., develops, publishes and markets a
diversified  line  of  personal   computer   software   primarily  for  consumer
entertainment and personal  productivity.  eGames promotes the eGames(TM),  Game
Master  Series(TM),  Multi-Pack  and Galaxy of Home Office  Help(TM) brand names
(the "eGames Series") in order to generate  customer  loyalty,  encourage repeat
purchases  and  differentiate  the eGames  Software  products to  retailers  and
consumers.

Additional  information regarding eGames, Inc. can be found on the Company's web
site at www.egames.com.

This  press  release  contains  certain  forward-looking  statements,  including
without limitation,  statements  regarding  improvements to eGames' gross profit
and operating margins,  eGames' ability to successfully integrate the Conducent,
Inc.  advertising  technology  into its  products;  eGames'  ability to generate
advertising revenue as a result of its partnership with Conducent,  Inc.; eGames
ability to  continue  to expand the  distribution  of its  products  into retail
markets;  and the success of eGames' new sales and  distribution  strategy.  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 the Company's actual
results to differ materially from those expressed in this press release: eGames'
ability  to  continue  to  enter  into  new   distribution   and  direct   sales
relationships on commercially acceptable terms; 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;
fluctuating costs of developing, producing and marketing the Company's products;
the Company's  ability to license or develop  quality  content for its products;
the timeliness and success of developing and selling products; the acceptance by
the market of the eGames products; 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, 1999,  filed by eGames
(formerly RomTech) with the Securities and Exchange Commission.

                            -financial tables follow-


<PAGE>


                                  eGames, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                          Three months ended
                                                            September 30,
                                                       -------------------------

                                                          1999          1998
                                                          ----          ----
<S>                                                    <C>           <C>
Net sales                                              $ 4,117,575   $ 2,506,200

Cost of sales                                            1,603,308       880,577
                                                       -----------   -----------

Gross profit                                             2,514,267     1,625,623

Operating expenses:
    Product development                                    242,847       205,667
    Selling, general and administrative                  1,600,406       979,642
                                                       -----------   -----------

        Total operating expenses                         1,843,253     1,185,309
                                                       -----------   -----------

Operating income                                           671,014       440,314

Interest expense, net                                        5,100        10,649
                                                       -----------   -----------

Income before income taxes                                 665,914       429,665

Provision for income taxes                                  89,295        26,300
                                                       -----------   -----------

Net income                                             $   576,619   $   403,365
                                                       ===========   ===========

Net income per common share:

       - Basic                                         $      0.06   $      0.04
                                                       ===========   ===========
       - Diluted                                       $      0.06   $      0.04
                                                       ===========   ===========

Weighted average common shares outstanding - Basic       9,633,973     9,442,329

Dilutive effect of common stock equivalents                503,569       164,508
                                                       -----------   -----------

Weighted average common shares outstanding - Diluted    10,137,542     9,606,837
                                                       ===========   ===========



</TABLE>

<PAGE>


                                  eGames, Inc.
                           Consolidated Balance Sheet
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                       As of
                                                                   September 30,
                                     ASSETS                            1999
                                                                       ----
<S>                                                                 <C>
Current assets:
   Cash and cash equivalents                                        $   549,964
   Accounts receivable, net of allowances totaling $1,007,949         4,581,159
   Inventory                                                          1,104,617
   Prepaid expenses                                                      74,129
                                                                    -----------
          Total current assets                                        6,309,869

Furniture and equipment, net                                            358,714
Other assets                                                            435,754
                                                                    -----------
          Total assets                                              $ 7,104,337
                                                                    ===========


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Note payable                                                     $    51,283
   Accounts payable                                                   1,698,920
   Accrued expenses                                                   1,073,005
   Capital lease obligations                                             22,025
                                                                    -----------
          Total current liabilities                                   2,845,233

Capital lease obligations, net of current portion                        18,284
Note payable, net of current portion                                    161,434
Convertible subordinated debt                                           150,000
                                                                    -----------
          Total liabilities                                           3,174,951

Stockholders' equity:

   Common stock, no par value (40,000,000 shares authorized;
          9,893,390 issued and 9,661,490 outstanding)                 8,984,889
   Additional paid in capital                                         1,148,550
   Accumulated deficit                                               (5,691,550)
   Treasury stock, at cost - 231,900 shares                            (501,417)
   Accumulated other comprehensive loss                                 (11,086)
                                                                    -----------
          Total stockholders' equity                                  3,929,386
                                                                    -----------
          Total liabilities and stockholders' equity                $ 7,104,337
                                                                    ===========

</TABLE>


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