EGAMES INC
8-K, 2000-01-21
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): January 20, 2000


                                  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 January  20,  2000,  eGames,  Inc.  (the  "Company")  issued a press
release  announcing the Company's  unaudited  results for the second quarter and
six months ended  December 31, 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 January 20, 2000.

                                   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: January 21, 2000





                                                                    EXHIBIT 99.1

At eGames, Inc.                 At The Financial Relations Board:
- -------------------------       ------------------------------------------------
Jerry Klein                     Glenn Sapadin (212) 661-8030 (General Inquiries)
President & CEO                 Jean Young (212) 661-8030 (Investor Inquiries)
(215) 750-6606 (Ext. 118)       Deanne Eagle (212) 661-8030 (Media Inquiries)
Tom Murphy
Vice President & CFO
(215) 750-6606 (Ext. 113)

For Immediate Release

                     eGAMES ANNOUNCES REVENUE GROWTH OF 25%
                         IN FISCAL 2000 SECOND QUARTER

Fiscal 2000 2Q Highlights
- -------------------------
o  Net sales increase 25%, to $4.5 million
o  Company reports net income of $601,000, or $0.06 per diluted share
o  Successfully penetrates food and drug chains with broad selection of eGames
   products
o  Receives initial orders from more than a dozen new retail chains
o  eGames browsers serve over 72 million advertising impressions during first
   half January

Langhorne,  PA - January  20,  2000 - 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  results for the second quarter
and first six months of fiscal 2000, ended December 31, 1999.

For the second quarter of fiscal 2000, the Company's net sales  increased 25% to
$4.5  million,  compared to $3.6 million for the second  quarter of fiscal 1999.
This  increase  in  sales  primarily   reflects   shipments  to  new  customers,
particularly those in the food and drug retail channels. Of note,  international
sales for the  fiscal  2000  second  quarter  were flat  compared  to the second
quarter  of  fiscal  1999  as  a  result  of  pricing  pressures  and  increased
competition primarily in the United Kingdom.

The Company's fiscal 2000 second quarter gross and operating  margins were 65.5%
and 16.8% respectively, representing a decrease from the 68.5% and 25.4% margins
reported in the fiscal  1999  second  quarter.  This  decrease  in  year-to-year
margins reflects  increased  marketing and promotional costs associated with the
Company's  strategy  to  expand  into  new  retail  outlets  and the  hiring  of
additional  sales  staff to meet the needs of the  Company's  rapidly  expanding
distribution channels.  Importantly,  both gross and operating margins increased
sequentially  over the 61.1% and 16.3% gross and operating  margins reported for
the fiscal 2000 first  quarter.  On a sequential  basis,  the Company's  margins
benefited from improved  economies of scale as it more deeply  penetrated  newer
markets, leading to increased unit sales volumes.

                                     -more-

<PAGE>

Net income for the fiscal 2000 second quarter was $601,000, or $0.06 per diluted
share,  compared to net income of $847,000,  or $0.09 per diluted  share for the
fiscal 1999 second quarter. The bottom-line decrease reflects the effect of flat
international  sales;  continued  distribution  issues  related to the Company's
relationship with GT Interactive's  Value Products division in serving the large
national  mass  merchandisers  in the United  States and other costs  related to
changes  in the  Company's  business  model  resulting  from the  launch  of its
direct-to-market sales strategy in April 1999.

For the first six months of fiscal 2000,  ended  December  31,  1999,  net sales
increased  41.2% to $8.6  million  compared to net sales of $6.1 million for the
six-month period ended December 31, 1998. Net income decreased  slightly to $1.2
million,  or $0.12 per share,  compared to $1.3 million, or $0.13 per share, for
the first six months of fiscal 1999.  It's  noteworthy  that gross sales for the
first six months of fiscal 2000 were $10,485,000  before  provisions for returns
and other allowances of $1,846,000, whereas for the same six month period a year
ago  gross  sales  were  $6,278,000  before  provisions  for  returns  and other
allowances of $161,000. The increase of $1,685,000 in the provisions for returns
and other allowances is a result of the Company's shift to its  direct-to-market
sales strategy.

Among the Company's  new retail  partnerships  established  during the Company's
fiscal 2000 second quarter are relationships  with The Walgreen Company,  Eckerd
Corporation,  Pathmark  Stores,  Inc., Duane Reade Inc,  Community  Distributors
(d.b.a. Cost Cutters and Drug Fair), Wakefern (d.b.a.  ShopRite),  The Wiz, Exel
Technologies,  K's Merchandise,  CompuTech,  RCS,  Nebraska  Furniture Mart, A&B
Sound, Multi Micro, and eToys.

"We are very excited about our  accomplishments  during the first half of fiscal
2000. Our ability to build significant new retail relationships, including those
with major  national food and drug chains,  demonstrates  the mass appeal of our
Family Friendly products. This expanded reach into new, non-traditional software
channels  position us for continued  growth in these sectors," said Jerry Klein,
President and CEO of eGames.

"Our  ability  to  successfully  expand  our retail  distribution  channels  has
lessened the impact of GT's declining distribution revenues. Of note, GT remains
the exclusive software distributor to Wal-Mart, Target, and Kmart for eGames, as
well as dozens of other software  publishers.  This said, we are working with GT
to improve distribution in these channels. The demand continues to be strong, we
simply  need  to get  more  product  on the  shelves  of  these  major  national
retailers.  In the  meantime,  we have proven our ability to maintain our strong
revenue growth and profitability,  despite these external challenges," Continued
Mr. Klein.

Mr. Klein went on to say,  "The fiscal second  quarter has  witnessed  some very
positive  developments  with  regard  to the  successful  implementation  of our
business strategy. Perhaps most importantly,  we are beginning to see the fruits
of our partnership with Conducent, Inc., which has enabled eGames to incorporate
advertising and Internet  functionality into our eGames software products.  This
is accomplished by embedding Conducent's  proprietary ad-serving technology into
eGames' game offerings via our own  browser-like  interface that provides access
to the game play, product demos, ads, and internet links. Every time a game user
logs on to the Internet,  the ads are updated and ad serving information is sent
back to Conducent's server.

                                     -more-

<PAGE>

"Although modest at this point,  Conducent's technology is beginning to generate
incremental  advertising  revenue through corporate sponsors that have purchased
linkable banner and  interstitial  ads. We are working  towards  increasing this
potential revenue stream in subsequent quarters as more information is available
from Conducent that proves the value of our browser," said Mr. Klein.

For the first half of January alone,  installed eGames browsers have served more
than 72 million advertising  impressions according to Conducent's reporting.  At
this pace, the Company believes that ad impressions could increase significantly
during   the   third   quarter   as  more   eGames   products   containing   the
advertising-enabled browser enter the marketplace.

"Our Family Friendly, value-priced gaming software continues to be well received
by retailers and consumers  alike,"  continued  Mr.  Klein.  "Our  non-exclusive
distribution  strategy  has  enabled us to emerge as a stronger  company  with a
significantly  broader  reach.  Of note,  our games are  presently  available in
approximately 24,000 retail locations throughout North America, compared to less
than 12,000 at this time last year. Going forward,  we are focused on continuing
our strong  sales  growth,  while  translating  more of each sales dollar to the
bottom line through  leveraging our fixed  expenses as we more deeply  penetrate
existing  retail  relationships.  As a result,  we expect  that fiscal 2000 will
represent our most profitable year to date."

As of December 31, 1999 the Company's balance sheet had improved from the end of
its fiscal year at June 30,  1999.  Specifically,  at  December  31,  1999,  the
Company had $4.3 million in working  capital,  long-term  debt of $310,000,  and
stockholders' equity of $4.6 million.

eGames, Inc., headquartered in Langhorne, PA, develops,  publishes and markets a
diversified  line  of  personal   computer   software   primarily  for  consumer
entertainment  and personal  productivity.  The Company promotes the eGames(TM),
Game Master  Series(TM),  Multi-Pack  and Galaxy of Home Office  Help(TM)  brand
names 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 the Company's ability to continue to
expand distribution of its products into the non-traditional  software channels;
the  Company's  ability  to  generate  advertising  revenue  as a result  of its
partnership   with   Conducent,   Inc.;   increases  in  ad   impressions   from
Conducent-powered  ads in the  Company's  products  during the third  quarter of
fiscal 2000;  improvements to the Company's gross profit and operating  margins;
the Company's  ability to continue to increase sales; and the success of eGames'
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  the
Company's  control.  The Company 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:  the Company's ability to
continue  to enter into new  distribution  and  direct  sales  relationships  on
commercially  acceptable  terms;  the allocation of adequate shelf space for the
Company's products in major chain retail stores; successful sell-through results
for the Company's  products at retail stores;  the amount of unsold product that
is  returned  to the  Company  by  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  Company's  products;   consumers'  continuing  demand  for
value-priced  personal  computer  software;  competition;  the ability to create
successful strategic partnerships and implement the Company's Internet strategy;
and various other factors  described in the Company's  reports,  including  Form
10-KSB for the year ended June 30, 1999 and Form  10-QSB for the  quarter  ended
September 30, 1999, filed by eGames with the Securities and Exchange Commission.

                            -financial tables follow-

<PAGE>


                                  eGames, Inc.
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                   Three months ended               Six months ended
                                                       December 31,                   December 31,
                                              ----------------------------    ----------------------------


                                                  1999            1998            1999            1998
                                                  ----            ----            ----            ----
<S>                                           <C>             <C>             <C>             <C>
Net sales                                     $  4,521,390    $  3,611,126    $  8,638,965    $  6,117,326

Cost of sales                                    1,561,637       1,136,731       3,164,945       2,017,308
                                              ------------    ------------    ------------    ------------

Gross profit                                     2,959,753       2,474,395       5,474,020       4,100,018

Operating expenses:
    Product development                            220,745         236,965         463,592         442,632
    Selling, general and administrative          1,980,596       1,318,861       3,581,002       2,298,503
                                              ------------    ------------    ------------    ------------

        Total operating expenses                 2,201,341       1,555,826       4,044,594       2,741,135
                                              ------------    ------------    ------------    ------------

Operating income                                   758,412         918,569       1,429,426       1,358,883

Interest expense, net                               (4,977)        (13,632)        (10,077)        (24,281)
                                              ------------    ------------    ------------    ------------

Income before income taxes                         753,435         904,937       1,419,349       1,334,602

Provision for income taxes                        (152,107)        (57,967)       (241,402)        (84,267)
                                              ------------    ------------    ------------    ------------

Net income                                    $    601,328    $    846,970    $  1,177,947    $  1,250,335
                                              ============    ============    ============    ============




Net income per common share:
            - basic                           $       0.06    $       0.09    $       0.12    $       0.13
                                              ============    ============    ============    ============
            - diluted                         $       0.06    $       0.09    $       0.12    $       0.13
                                              ============    ============    ============    ============

Weighted average common shares
    outstanding - basic                          9,697,486       9,469,031       9,665,729       9,445,680

Dilutive effect of common stock equivalents        437,493         189,156         439,866         171,234
                                              ------------    ------------    ------------    ------------

Weighted average common shares
    outstanding - diluted                       10,134,979       9,658,187      10,105,595       9,626,914
                                              ============    ============    ============    ============

</TABLE>


<PAGE>


                                  eGames, Inc.
                           Consolidated Balance Sheet
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                    As of
                                                                 December 31,
                                   ASSETS                            1999
<S>                                                             <C>
Current assets:
   Cash and cash equivalents                                    $   858,656
   Accounts receivable, net of allowances totaling $1,763,373     4,530,277
   Inventory                                                      1,438,631
   Prepaid expenses                                                  73,748
                                                                -----------
          Total current assets                                    6,901,312

Furniture and equipment, net                                        327,758
Other assets                                                        384,930
                                                                -----------
          Total assets                                          $ 7,614,000


                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Note payable                                                 $    52,218
   Accounts payable                                               1,351,127
   Accrued expenses                                               1,219,504
   Capital lease obligations                                         21,820
                                                                -----------
          Total current liabilities                               2,644,669

Capital lease obligations                                            11,465
Note payable                                                        148,386
Convertible subordinated debt                                       150,000
                                                                -----------
          Total liabilities                                       2,954,520

Stockholders' equity:

   Common stock, no par value (40,000,000 shares authorized;
          9,977,675 issued and 9,745,775 outstanding)             9,122,432
   Additional paid in capital                                     1,148,550
   Accumulated deficit                                           (5,090,221)
   Treasury stock, at cost - 231,900 shares                        (501,417)
   Accumulated other comprehensive loss                             (19,864)
                                                                -----------
          Total stockholders' equity                              4,659,480
                                                                -----------
          Total liabilities and stockholders' equity            $ 7,614,000
                                                                ===========
</TABLE>


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