10-Q 1 a2070319z10-q.txt 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED: DECEMBER 31, 2001 COMMISSION FILE NO. 0-4076 ------------------ ------ EXOTECH INCORPORATED -------------------- (Exact name of Registrant as Specified in Charter) STATE OR JURISDICTION OF INCORPORATION OR ORGANIZATION: DELAWARE IRS IDENTIFICATION NO: 54-0700888 ADDRESS OF PRINCIPAL OFFICE: 8502 DAKOTA DRIVE GAITHERSBURG, MD. 20877 REGISTRANT'S TELEPHONE NUMBER: (301) 948-3060 INDICATE BY CHECKMARK WHETHER THE REGISTRANT (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 REQUIREMENT FOR THE PAST 90 DAYS. YES [X] NO [ ] INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE CLOSE OF THE PERIOD COVERED BY THIS REPORT. CLASS: COMMON STOCK, PAR VALUE $0.10 ----------------------------- OUTSTANDING AT DECEMBER 31, 2001 942,387 ------- EXOTECH INCORPORATED INDEX

EXOTECH INCORPORATED CONSOLIDATED BALANCE SHEET

See accompanying Notes to Consolidated Condensed Financial Statements. 2 EXOTECH INCORPORATED CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

3 EXOTECH INCORPORATED AND SUBSIDIARY STATEMENT OF CASH FLOWS FOR SIX MONTHS ENDED DECEMBER 31,

4 EXOTECH INCORPORATED NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE 1. In the opinion of Management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of December 31, 2001 and June 30, 2001 and the results of operations and changes in financial position for the three months ended December 31, 2001 and 2000 of Exotech Incorporated and its inactive wholly-owned consolidated subsidiary, Exotech Research & Analysis, Inc. There are no significant intercompany transactions. NOTE 2. Per share computations have been based on the weighted average shares outstanding of 942,387 for the six months ended December 31, 2001 and 2000. NOTE 3. Notes Payable at December 31, 2001 consist of four demand notes of $100,000, $8,000 and $47,000, payable with interest at 8.5% per annum to three of the Company's former directors. In addition, notes amounting to $260,594 are payable with interest at 8.5% per annum to one officer/employee. NOTE 4. Inventory cost shown in the cost of sales represents the cost of production of goods sold that were incurred in the prior fiscal year. NOTE 5. The Company received cash deposits from its tenant amounting to $4,265 at June 30, 2001. At December 31, 2001 the tenant prepaid utilities increasing the balance of this liability to $4,372. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS The following is Management's discussion and analysis of certain significant factors which have affected the Company's earnings during the periods included in the accompanying consolidated condensed statement of operations. A summary of the period to period changes in the principal items included in the consolidated statement of operations is shown below:

6 I. CHANGE IN FINANCIAL POSITION IN THE SIX MONTHS ENDED DECEMBER 31, 2001. ----------------------------------------------------------------------- In the six months period ended December 31, 2001, an increase in the deficit of working capital of $40,123 resulted from a net loss from operations of $40,417 and non-fund charges of $294. The liability for deferred revenue decreased to $4,372. II. INCOME AND EXPENSE IN THE MOST RECENT QUARTER AND THE SAME SIX MONTH PERIOD --------------------------------------------------------------------------- LAST YEAR. ---------- Revenue for the six months ended December 31, 2001, was $9,019 lower by $99,874 (92%) than the results one year earlier. Cost of sales and operating costs were lower in the most recent six months by $80,042 or 70% compared to the prior year. The result was an operating loss of $24,550 and a net loss of $40,417 compared to net income of $15,290 in the six months ended one year earlier. The variations shown in the period-to-period comparison are principally related to the phase out of the microbiological instruments product manufacturing that characterizes the six month periods. In the most recent six months, manufacturing was limited to Model 100BX Radiometers. This activity is reflected in the recent six months by the decrease of about $65,991 in inventory costs. Most of the revenue for the six months ended December 31, 2001 as from maintenance, repair and re-calibration services. In the opinion of Management, continued stringent control of costs will be necessary for continued operations while seeking new sales opportunities for the sale of Radiometers. 7 PART II. OTHER FINANCIAL INFORMATION ITEM 5. As in the past, a shortage of working capital continues to be a significant problem, hampering the development of new business to the fullest extent possible. The shortage is the result of debt in the form of notes and interest payable to a current and three former directors of the Company. In the opinion of Management, the Company is in a position to sustain operations at least until such time as the results of current negotiations for new business are determinable. Ultimate realization of the carrying value of prepaid expenses and advances, property and equipment, and miscellaneous other assets shown in the accompanying balance sheet depends upon sustained operations as a going concern. Further complicating this process is the death of the Company's president and chief executive officer on January 18, 2002. The affairs of the Company are currently being run by the Board of Directors. The dollar amount of the backlog as of December 31, 2001 was $0, a decrease of $800 from the backlog of the preceding quarter ended September 30, 2001. ITEM 6 (B) No reports on Form 8-K were filed in this quarter, ended December 31, 2001. 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Company has duly caused this amended Report to be signed on its behalf by the undersigned thereunto duly authorized. EXOTECH INCORPORATED REGISTRANT DATE: February 11, 2002 ------------------------------------- /s/ Theodore J. Parreco -------------------------- Secretary 9

EXOTECH INC 10-Q