Item 1 - Description of Business - --------------------------------
(a) General Development of Business -------------------------------
Megatech Corporation (Megatech or the Company) was established in 1970 and is engaged in the production and sale of educational training programs and equipment in the energy power and transportation areas sold domestically and internationally to educational institutions and government agencies.
Megatech manufactures educational training equipment which consist of modular technology workstations which are designed to provide students with hands-on experience working with various technologies such as: automotive, environmental, fiber-optic, microwave, laser, alternate energies, electronic, personal computer kits and multi-media. In conjunction with the educational equipment, Megatech produces over 200 video training programs and student manuals which enable students to follow a self-paced self-guided program to learn the technologies described above.
The Company competes with a number of major suppliers of school training equipment and several small single product line companies through the uniqueness of its products, and the quality of its training programs. Most of the sales to states, cities, towns and school districts are the results of having submitted sealed bids and having been awarded the sale based on being the lowest bidder, directly or through independent sales rep organizations.
There were two customers which accounted for 26% of total sales for the year ended December 31, 1996. One customer accounted for 20% and 15% of sales for the years ended December 31, 1997 and 1995, respectively. No other customers accounted for more than 10% of sales in each of the years ended December 31, 1997, 1996 and 1995.
Approximately 33%, 22% and 25% of sales during the years ended December 31, 1997, 1996 and 1995, respectively, were from international sales.
The Company's backlog as of December 31, 1997 and December 31, 1996 was $588,247 and $ 246,416, respectively.
As of December 31, 1997, the Company had 13 full-time and 6 part-time employees, in addition to it's independent domestic and international sales rep organizations.
(b) Financial Information About Industry Segments ---------------------------------------------
N/A
(c) Narrative Description of Business ---------------------------------
See (a) above.
(d) Financial Information About Foreign and Domestic Operations and --------------------------------------------------------------- Exports Sales -------------
The Company presently has no operations in foreign countries.
Export sales of the Company were as follows: --------------------------------------------
Most of these sales are made upon receipt of Irrevocable Letters of Credit or prepayments.
Item 2
Item 2 - Properties - -------------------
The Company's administrative, sales and marketing, research and development, and manufacturing facility is located in Tewksbury, Massachusetts and consists of approximately 20,000 square feet under a lease with a related party, that will expire in November 1999, and renewable for an additional five years. The current facility will accommodate twice the current production levels. There is ample expansion capability beyond the current capacity for additional square footage for manufacturing.
Item 3
Item 3 - Legal Proceedings - --------------------------
None
Item 4
Item 4 - Submission of Matters to a Vote of Security Holders: - -------------------------------------------------------------
During the fourth quarter of 1997, no matters were submitted to a vote of the security holders through the solicitation of proxies or otherwise.
PART II
Item 5
Item 5 - Market for the Registrant's Common Equity and Related Stockholders - --------------------------------------------------------------------------- Matters -------
The Company's Common Stock is traded in the over-the-counter market, National Association of Security Dealers through the NASD electronic bulletin board under the symbol MGTC. The following table sets forth the periods indicated, the closing high and low Bid Quotations of the Common Stock in the over-the-counter market. These Quotations represent prices between dealers, do not include retail markup, markdowns or commissions and do not necessarily represent actual transactions.
As of March 24, 1998, there were approximately 820 Shareholders based upon the number of record holders as of that date. The Company has paid no cash dividends since it's inception in 1970. At the present time, the Company intends to retain all potential earnings for future growth of the business.
Item 6
Item 6 - Selected Financial Data - --------------------------------
The following table summarizes certain financial data which are qualified by more detailed financial statements included herein.
Item 7
Item 7 - Management's Discussion and Analysis of Financial Condition - -------------------------------------------------------------------- and Results of Operation ------------------------
1997 Compared with 1996 -----------------------
Sales for 1997 decreased from the corresponding period of 1996 by $ 0.1 million or 5%, to $2.1 million. This decrease was primarily due to a decrease in overall sales volume. Domestic sales in 1997 were $ 1.4 million or 67% of total sales, compared to $ 1.7 million or 78% of total sales in 1996. International sales in 1997 were $0.7 million or 33% of total sales, compared to $ 0.5 million or 22% of total sales in 1996. The Company believes that the decrease in overall sales is due to declining domestic sales.
Gross profit for 1997 decreased from the corresponding period of 1996 by $0.05 million, or 5%, to $0.9 million. As a percentage of total sales, gross profit remained steady at 41% for 1997 and 1996. Currently, there are no known future increases in costs of materials, labor or other price increases which could have an effect on sales other than normal inflation increases.
Selling and marketing expenses for 1997 increased from the corresponding period of 1996 by approximately $ 0.01 million or 1% to $ 0.8 million. As a percentage of total sales, selling and marketing expenses increased to 38% for 1997 compared to 36% for 1996. The increase is primarily due to changes in marketing staff.
General and administrative expenses for 1997 decreased from the corresponding period of 1996 by $.01 million, or 6% to $0.18 million. As a percentage of total sales, G & A expenses remained steady at 8.7% for 1997 and 1996. The decrease of G & A expenses are a result of changes in office staff.
Research and development expenses for 1997 decreased from the corresponding period of 1996 by $.011 million, or 36% to $.02 million. As a percentage of total sales, R & D expenses decreased to 0.95% for 1997 compared to 1.4% for 1996. The decrease of R & D expenses are a result of a decrease in product development costs.
Loss from operations for 1997 as compared to the same period of 1996 increased by $ .03 million. As a percentage of total sales, operating losses increased to 6.2% for 1997 compared to 4.3% for 1996. The operating losses are a result of the factors indicated above.
1996 Compared with 1995 -----------------------
Sales for 1996 decreased from the corresponding period of 1995 by $ 0.6 million or 22%, to $2.2 million. This decrease was primarily due to a decrease in overall sales volume. Domestic sales in 1996 were $ 1.7 million or 78% of total sales, compared to $ 2.1 million or 75% of total sales in 1995. International sales in 1996 were $0.5 million or 22% of total sales, compared to $ 0.7 million or 25% of total sales in 1995. The Company believes that the decrease in overall sales is due to declining sales in Technology Education and International sales.
Gross profit for 1996 decreased from the corresponding period of 1995 by $0.3 million, or 25%, to $0.9 million. As a percentage of total sales, gross profit was 41% for 1996 as compared to 43% in 1995. The decrease in gross margins is due to lower overall sales, and higher sales in resale type items, which typically have lower margins to be competitive. Currently, there are no known future increases in costs of materials, labor or other price increases which could have an effect on sales other than normal inflation increases.
Selling and marketing expenses for 1996 decreased from the corresponding period of 1995 by approximately $ 0.2 million or 18% to $ 0.8 million. As a percentage of total sales, selling and marketing expenses increased to 36% for 1996 compared to 34% for 1995. The increase is primarily due to lower overall sales.
General and administrative expenses for 1996 decreased from the corresponding period of 1995 by $.05 million, or 23% to $0.19 million. As a percentage of total sales, G & A expenses decreased to 8.7% for 1996 compared to 8.8% for 1995. The decrease of G & A expenses are a result of reduction in office staff.
Research and development expenses for 1996 decreased from the corresponding period of 1995 by $.025 million, or 44% to $.03 million. As a percentage of total sales, R & D expenses decreased to 1.4% for 1996 compared to 2% for 1995. The decrease of R & D expenses are a result of a reduction in staff.
Loss from operations for 1996 as compared to the same period of 1995 increased by $ .04 million. As a percentage of total sales, operating losses increased to 4.2% for 1996 compared to 1.6% for 1995. The operating losses are a result of the factors indicated above.
Liquidity and capital resources -------------------------------
Working capital at December 31, 1997 was $452,364 as compared to $556,219 in working capital at December 31, 1996. The decrease was attributable to the net loss for the year ended December 31, 1997.
The Company maintains a $ 200,000 line-of-credit agreement with a bank. The line is collateralized by a security interest in substantially all assets of the Company. Interest is payable monthly at the bank's prime rate plus 1.5%. Borrowings outstanding on this line were $25,000 at December 31, 1997. There were no borrowings outstanding at December 31, 1996.
There is no long term debt or other notes payable outstanding at December 31, 1997.
Capital expenditures totaled approximately $13,000 in 1997 and $5,000 in 1996. No material purchase or capital commitments exist at December 31, 1997.
The Company believes that cash generated from operations, together with the existing sources of debt financing, will be sufficient to meet foreseeable cash requirements through 1998.
Item 7a
Item 7a - Quantitative and Qualitative Disclosures about Market Risk - --------------------------------------------------------------------
Not appicable.
Item 8
Item 8 - Financial Statements and Supplementary Data - ----------------------------------------------------
Financial statements and schedules together with the auditors' reports thereon are referred to Part IV and are attached hereto.
Item 9
Item 9 - Changes in and Disagreements with Accountants on Accounting and - ------------------------------------------------------------------------ Financial Disclosures ---------------------
1. Disagreements with Accountants on Accounting and Financial Disclosure:
None
2. Changes in Registrant's Certifying Accountants (As noted on Form 8-K filed January 10, 1997):
(a) On January 2, 1997, the Registrant appointed the accounting firm of Sullivan Bille, P.C. as independent accountants for the year ended December 31, 1996 to replace Gordon, Harrington & Osborn, P.C., effective with such appointment. Gordon, Harrington & Osborn, P.C. declined to stand for reelection due to the amount of the audit fees for the year ended December 31, 1996. The Registrant's Board of Directors approved the selection of Sullivan Bille, P.C. as new independent accountants upon the recommendation of the Registrant's management. Management has not consulted with Sullivan Bille, P.C. on any accounting, auditing or reporting matter.
(b) During the two most recent fiscal years and interim period subsequent to December 31, 1995, through January 2, 1997, there have been no disagreements with Gordon, Harrington & Osborn, P.C. on any matter of accounting principles or practices, financial statement or auditing scope or procedure or any reporting events.
(c) Gordon, Harrington & Osborn, P.C.'s report on the financial statements for the past two years contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty audit scope or accounting principles.
(d) The registrant has provided Gordon, Harrington & Osborn, P.C. with a copy of this disclosure and has requested that Gordon, Harrington & Osborn, P.C. furnish it with a letter addressed to the SEC stating whether it agreed with the above statements. (A copy of Gordon, Harrington & Osborn, P.C.'s letter to the SEC is filed as Exhibit 16 to the Amended Form 8-K).
PART III
Item 10
Item 10 - Directors, Executive Officers of the Registrant - ---------------------------------------------------------
The information required with respect to the Directors and the Executive Officers of the Company is incorporated herein by reference to "Executive Officers" in the Proxy Statement and is incorporated herein by reference.
Item 11
Item 11 - Executive Compensation - --------------------------------
The information required with respect to executive compensation of the Company is incorporated herein by reference to "Executive Officer Compensation" in the Proxy Statement and is incorporated herein by reference.
Item 12
Item 12 - Security Ownership of Certain Beneficial Owners and Management - ------------------------------------------------------------------------
The information required by this item with respect to security ownership and management and certain beneficial owners of the Company is incorporated by reference to the caption "Stock Ownership of Directors, Executive Officers and Principal Stockholders" contained in the Proxy Statement and is incorporated herein by reference.
The Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company. The Company also knows of no agreements among its shareholders which relate to voting or investment power of its shares of Common Stock.
Item 13
Item 13 - Certain Relationships and Related Transactions - --------------------------------------------------------
The Company has signed an agreement with Cramer Production Company, Inc. (Cramer) of Norwood, Massachusetts, to produce a series of instructional video tapes supporting modular technology programs offered by the Company. An officer/shareholder of Cramer is director of the Company. Cramer is responsible under the agreement for all video production and video cassette reproduction. The videotapes are exclusively marketed by Company. The Company provides scripts for the modules, technical representatives, program materials and is also responsible for packaging, design and promotion. Purchases from Cramer under this agreement were approximately $ 30,200, $ 28,900 and $51,900 for the years ended December 31, 1997, 1996 and 1995, respectively.
During the years ended December 31, 1997 and 1996, sales to a related entity were approximately $500 and $63,200. Commissions paid to the same entity were approximately $26,000 and $15,900, respectively. There were no such transactions for the year ended December 31, 1995.
The Company has entered into a lease agreement for its Tewksbury, Massachusetts facility with Lorig Corporation, which is owned by members of the family of an officer and majority stockholder of the Company. The Company believes the lease agreement is either favorable or comparable to others based on a market value of the facility.
PART IV
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------
To the Board of Directors and Stockholders of Megatech Corporation
We have audited the accompanying balance sheet of Megatech Corporation as of December 31, 1997 and 1996, and the statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Megatech Corporation as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years ended December 31, 1997 and 1996 in conformity with generally accepted accounting principles.
Our audit, referred to above, also includes the 1997 and 1996 financial schedules listed in the Index at Item 14(a)(2). In our opinion, based on our audit, such 1997 and 1996 financial schedules present fairly the information required to be set forth therein.
/s/ SULLIVAN BILLE, P.C.
Tewksbury, Massachusetts February 12, 1998
[Gordan, Harrington & Osborn, P.C. Letterhead]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------
To the Board of Directors and Stockholders of Megatech Corporation
We have audited the accompanying statements of operations, stockholders' equity and cash flows of Megatech Corporation for the year ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statements of operations, stockholders' equity and cash flows are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statements of operations, stockholders' equity and cash flows. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statements of operations, stockholders' equity and cash flows. We believe that our audit of the statements of operations, stockholders' equity and cash flows provide a reasonable basis for our opinion.
In our opinion, the statements of operations, stockholders' equity and cash flows referred to above present fairly, in all material respects, the results of operations and cash flows of Megatech Corporation for the year ended December 31, 1995 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the Index at Item 14(a)(2) are presented for the purpose of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Gordan, Harrington & Osborn
North Andover, MA February 23, 1996
MEGATECH CORPORATION ====================
BALANCE SHEET, DECEMBER 31, 1997 AND 1996
See notes to financial statements. - -------------------------------------------------------------------------------
MEGATECH CORPORATION ====================
STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
See notes to financial statements. - -------------------------------------------------------------------------------
MEGATECH CORPORATION ====================
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995 - -------------------------------------------------------------------------------
See notes to financial statements. - -------------------------------------------------------------------------------
MEGATECH CORPORATION ====================
STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
See notes to financial statements. - -------------------------------------------------------------------------------
MEGATECH CORPORATION
NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 AND 1996
--------------------
1. OPERATIONS
Megatech Corporation is engaged in the production and sale of educational training programs in the energy, power and transportation areas which are sold domestically and internationally to educational institutions and government agencies. Inherent in the line of business in which the Company is engaged, is the risk of product line obsolescence due to technological advances. There also exists the risk that certain customers, such as governmental agencies, which are funded by tax revenues, may be subject to budget reductions. The Company grants credit to its customers. Approximately 33%, 22% and 25% of sales during the years ended December 31, 1997, 1996 and 1995, respectively, were from international sales.
There were two customers which accounted for 26% of sales for the year ended December 31, 1996. One customer accounted for 20% and 15% of sales for the years ended December 31, 1997 and 1995, respectively. No other customers accounted for more than 10% of sales in each of the years ended December 31, 1997, 1996 and 1995.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates ----------------
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition -------------------
Revenue from product sales are recognized upon shipment. Revenue for maintenance and service and other revenues are recognized as the services are performed.
Cash and Cash Equivalents -------------------------
For purposes of reporting cash flows, cash and cash equivalents include cash and all highly liquid investments with original maturities of three months or less.
Inventories -----------
Inventories are valued at the lower of cost (first-in-first-out method) or market.
Property and Equipment ----------------------
Property and equipment are recorded at cost. Depreciation and amortization are computed principally on the straight-line method for financial accounting purposes, and accelerated methods for tax purposes, over the estimated useful lives of the assets.
Leasehold improvements are amortized on the straight-line method over their respective lives or the lease terms, whichever is shorter.
Costs of maintenance and repairs are charged to expense while costs of significant renewals and betterments are capitalized.
Income Taxes ------------
Amounts in the financial statements related to income taxes are calculated using the principles of Financial Accounting Standards Board Statement No. 109, "Accounting for Income Taxes" (SFAS 109). Under SFAS 109, prepaid and deferred taxes reflect the impact of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes as well as tax credit carryforwards and loss carryforwards. These deferred taxes are measured by applying currently enacted tax rates. A valuation allowance is used to reduce deferred tax assets when it is "more likely than not" that some portion or all of the deferred tax assets will not be realized.
3. INVENTORIES
Inventories consisted of the following:
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
The useful lives employed for computing depreciation and amortization on principal classes of property and equipment are as follows:
5. NOTE PAYABLE - BANK
The Company has a $200,000 line-of-credit agreement with a bank. The line is collateralized by a security interest in substantially all assets of the Company. Interest is payable monthly at the bank's prime rate plus 1.5%, 10% at December 31, 1997. Borrowings outstanding on this line were $25,000 at December 31, 1997. There were no borrowings outstanding at December 31, 1996.
6. LEASE AGREEMENTS
The Company leases its office, research and production facility in Tewksbury, Massachusetts from a related party, under a five- year operating lease which expires in November 1999. Under the terms of the lease, the Company is responsible for all operating expenses and maintenance costs. Rent expense under this lease was approximately $85,000, $95,700 and $92,300 for the years ended December 31, 1997, 1996 and 1995, respectively. The future minimum lease payments due under the lease, as amended, are as follows:
7. INCOME TAXES
The Company has available federal net operating loss carryforwards of approximately $3,108,400 expiring through December 2012 and state operating loss carryforwards of approximately $175,600 expiring through December 2002.
Significant components of the Company's deferred tax assets and liabilities are as follows:
8. RELATED PARTY TRANSACTIONS
The Company has an agreement with Cramer Production Company, Inc. (Cramer) of Norwood, Massachusetts to produce a series of instructional video tapes supporting modular technology programs offered by the Company. An officer/shareholder of Cramer is a director of the Company. Cramer is responsible under the agreement for all video production and video cassette reproduction. The videotapes are exclusively marketed by the Company. The Company provides scripts for the modules, technical representatives, program materials and is also responsible for packaging, design and promotion. Purchases from Cramer under this agreement, included in cost of sales, were approximately $30,200, $28,900 and $51,900 for the years ended December 31, 1997, 1996 and 1995, respectively.
During the years ended December 31, 1997 and 1996, sales to a related entity were approximately $500 and $63,200. Commissions paid to the same entity were approximately $26,000 and $15,900, respectively. There were no such transactions during the year ended December 31, 1995.
9. EMPLOYEE BENEFIT PLAN
During the year ended December 31, 1997, the Company adopted a SIMPLE IRA Plan (the Plan), which covers all employees who meet certain requirements. Under the terms of the Plan, the Board of Directors determines annually the amount of the matching contribution. The matching contribution for the year ended December 31, 1997 was $2,365.
10. NET LOSS PER SHARE
Basic net loss per share has been computed in accordance with SFAS 128 using the weighted average number of common shares outstanding. The provisions and disclosure requirements for SFAS 128 were required to be adopted for interim and annual periods ending after December 15, 1997, with restatement of earnings per share for prior periods.
Diluted net loss per share gives effect to all dilutive potential common shares that were outstanding during the period. The Company had a net loss for the years ended December 31, 1997, 1996 and 1995; therefore, none of the options outstanding at period end were included in the diluted net loss per share calculation for the years ended December 31,1997, 1996 and 1995, since they were anti-dilutive.
The weighted average number of shares outstanding is as follows:
11. STOCK OPTIONS PLANS
The Company has issued stock options to various directors, officers, employees and others under various stock option plans. Under the terms of the plans, one third of the options become exercisable one year from the date of grant, two thirds two years from the date of grant and all options expire three years from the date of grant.
The following table summarizes stock option activity:
12. RECLASSIFICATION OF AMOUNTS
Certain amounts in the financial statements for the years ended December 31, 1996 and 1995 have been reclassified to conform to current year presentation.
--------------------
SCHEDULE II
MEGATECH CORPORATION ====================
VALUATION AND QUALIFYING ACCOUNTS
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MEGATECH CORPORATION (Registrant)
By: /s/ Vahan V. Basmajian ----------------------- Vahan V. Basmajian, President, Treasurer and Director
Date: _______________________________
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.
By: /s/ Vahan V. Basmajian ----------------------- Vahan V. Basmajian, President, Treasurer and Director
By: /s/ Ralph E. Hawes ------------------- Ralph E. Hawes, Director
By: /s/ Dennis A. Humphrey ----------------------- Dennis A. Humphrey, Director & Clerk
By: /s/ Thomas J. Martin --------------------- Thomas J. Martin, Director
Date: _____________________________