U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 or 15 (d) OF THE
EXCHANGE ACT
For the transition period from _____ to _____
Commission File No. 0-8289
THE ROVAC CORPORATION
(Exact name of small business issuer as
specified in its charter)
Delaware59-1461320
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1030 Stafford Street, Rochdale, MA 01542
(Address of principal executive offices)
(508) 892-1121
(Issuer's telephone number)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and, (2) has been subject to such filing requirements for the past 90 days.YES___X__NO_____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date, April 30, 2001, was 39,958,073 shares of Common Stock, $0.01 par value.
THE ROVAC CORPORATION | | | | | |
Item 1 - Financial Information | | | | | |
Condensed Balance Sheets | | | | | |
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| | | | | | | |
| | | | | | | |
| | | | | April 30, 2001 | | July 31, 2000 |
| | | | | (Unaudited) | | |
| | | | | | | |
| Assets | | | | | | |
| | | | | | | |
Current Assets | | | | | | |
Accounts receivable | | | | $ 7,022 | | $ 700 |
Loan receivable - officer | | | - | | 23,692 |
Inventory | | | | | 8,343 | | 8,427 |
| Total current assets | | | 15,365 | | 32,819 |
| | | | | | | |
Property and equipment | | | | | |
Machinery and equipment | | | 72,112 | | 72,112 |
Furniture and fixtures | | | 32,335 | | 32,335 |
Leasehold improvements | | | 28,121 | | 28,121 |
| | | | | | | |
| | | | | 132,568 | | 132,568 |
| | | | | | | |
Less accumulated depreciation | | | 128,449 | | 126,214 |
| | | | | | | |
| Net property and equipment | | 4,119 | | 6,354 |
| | | | | | | |
Patents and patent applications, net of | | | | |
Accumulated amortization of $21,674. | | | | |
($18,956 at July 31, 2000) | | | 71,093 | | 67,303 |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total assets | | | $ 90,577 | | $ 106,476 |
| | | | | | | |
See accompanying notes to condensed financial statements. | | |
THE ROVAC CORPORATION | | | | | |
Item 1 - Financial Information | | | | | |
Condensed Balance Sheets | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | April 30, 2001 | | July 31, 2000 |
| | | | | (Unaudited) | | |
| | | | | | | |
Liabilities and Stockholders' Deficiency | | | | |
| | | | | | | |
Current liabilities | | | | | | |
Cash overdraft | | | | $ 3,144 | | $ 1,766 |
Notes payable - officers | | | 668,915 | | 666,615 |
Notes payable - other | | | - | | 3,250 |
Accounts payable: | | | | | | |
| Trade | | | | 114,742 | | 105,850 |
| Parent company | | | 825,522 | | 813,500 |
Accrued expenses | | | | 1,107,500 | | 1,036,842 |
Advanced revenues | | | | - | | 35,344 |
| | | | | | | |
| Total current liabilities | | | 2,719,823 | | 2,663,167 |
| | | | | | | |
Stockholders' deficiency | | | | | |
8% nonvoting preferred stock, $100 par | | 1,200,000 | | 1,200,000 |
value. Authorized 25,000 shares, | | | | |
12,000 shares issued. | | | | | |
Common stock, $.01 par value. | | | 399,581 | | 399,581 |
Authorized 40,000,000 shares, issued and | | | |
outstanding 39,958,073 shares | | | | |
Common stock issuable, $.01 par value, | | 250 | | 250 |
25,000 shares | | | | | | |
Additional paid-in capital | | | 8,269,432 | | 8,269,432 |
Accumulated deficit | | | | (12,498,509) | | (12,425,954) |
| | | | | | | |
| Total stockholders' deficit | | (2,629,246) | | (2,556,691) |
| | | | | | | |
| Total liabilities and stockholders' deficit | $ 90,577 | | $ 106,476 |
| | | | | | | |
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See accompanying notes to condensed financial statements. | | |
THE ROVAC CORPORATION | | | | | |
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Statement of Operations | | | | | |
(Unaudited) | | | | | | |
| | | | | | | |
| | | | Three | months | Nine | months |
| | | | ended April 30 | ended April 30 |
| | | | 2001 | 2000 | 2001 | 2000 |
| | | | | | | |
Revenues: | | | | | | | |
Contract Income | | | 47,025 | $ 6,000 | 103,088 | $ 24,000 |
Product | | | | 519 | 2,044 | 852 | 11,941 |
| | | | | | | |
| Total revenues | | 47,544 | 8,044 | 103,940 | 35,941 |
| | | | | | | |
Operating expenses: | | | | | | |
Cost of sales | | | 5,116 | 7,381 | 12,247 | 18,058 |
General and administrative | | 26,552 | 47,184 | 85,391 | 99,766 |
Research and development | | 4,766 | 1,926 | 14,110 | 6,122 |
Depreciation and amortization | | 1,651 | 1,725 | 4,953 | 5,175 |
| | | | | | | |
| Total operating expenses | 38,085 | 58,216 | 116,701 | 129,121 |
| | | | | | | |
| Operating profit (loss) | | 9,459 | (50,172) | (12,761) | (93,180) |
| | | | | | | |
Other income (expense) | | | | | |
Interest expense | | | (19,509) | (19,317) | (59,794) | (58,066) |
| | | | | | | |
Net Loss | | | | (10,050) | (69,489) | (72,555) | (151,246) |
| | | | | | | |
Net loss per share of | | | | | | |
common stock | | | (0.00) | (0.00) | (0.00) | (0.00) |
| | | | | | | |
Weighted average number of | | | | | |
common shares outstanding | | | | | |
and issuable | | | 39,983,073 | 39,983,073 | 39,983,073 | 39,983,073 |
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See accompanying notes to condensed financial statements. | | |
THE ROVAC CORPORATION | | | | | |
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Statement of Cash Flows | | | | | |
(Unaudited) | | | | | | |
| | | | | | | |
| | | | | Nine Months | | Nine Months |
| | | | | Ended April 30 | | Ended April 30 |
| | | | | 2001 | | 2000 |
Cash flows from operating activities: | | | | |
Net loss | | | | | (72,555) | | (151,246) |
Adjustments to reconcile net loss to net | | | | |
cash used in operating activities: | | | | |
Depreciation and amortization | | 4,953 | | 5,175 |
(Increase) decrease in assets: | | | | |
Accounts and loan receivable | | 17,370 | | 16,720 |
Inventory/other assets | | | 84 | | (1,717) |
Increase (decrease) in liabilities: | | | | |
Accounts payable | | | 10,235 | | 17,586 |
Accrued expenses | | | 70,658 | | 59,092 |
Advance revenues | | | (35,344) | | - |
| | | | | | | |
| Total adjustments | | | 67,956 | | 96,856 |
| | | | | | | |
| Net cash provided by (used in) | | | | |
| operating activities: | | | (4,599) | | (54,390) |
| | | | | | | |
Cash flows from investing activities: | | | | |
Costs of patents and patent applications | | (6,508) | | (1,990) |
Costs of furniture and fixtures | | | - | | (2,053) |
| | | | | | | |
| Net cash used in investing activities | (6,508) | | (4,043) |
| | | | | | | |
Cash flows from financing activities: | | | | |
Proceeds from notes payable - officers | | 2,300 | | 1,100 |
Proceeds (payments) from notes payable - other | (4,593) | | - |
Advance from parent | | | 12,022 | | 57,373 |
| | | | | | | |
| Net cash provided by financing activities | 9,729 | | 58,473 |
| | | | | | | |
Net change in cash | | | | (1,378) | | 40 |
| | | | | | | |
Cash (bank overdraft), beginning of period | | (1,766) | | (1,587) |
| | | | | | | |
Cash (bank overdraft), end of period | | (3,144) | | (1,547) |
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See accompanying notes to condensed financial statements. | | |
Notes to Condensed Financial Statements
(Unaudited)
(1)Basis of Presentation
The unaudited financial statements for the nine months and three months ended April 30, 2001 and 2000 are unaudited but reflect all adjustments (consisting solely of normal recurring adjustments) which the Company considers necessary for a fair statement of results for the interim periods.
The results of operations for the nine months and three months ended April 30, 2001 and 2000 are not necessarily indicative of the results for the entire year.
These financial statements supplement and should be read in conjunction with the Company's audited financial statements for the year ended July 31, 2000 as contained in the Company's Form 10KSB, as filed with the United States Securities and Exchange Commission.
(2)Income (Loss) Per Share of Common Stock
Income (loss) per share of common stock as computed is based on the Weighted average of the number of shares outstanding and issuable during the periods.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
See attached
Item 2. Management's discussion and Analysis or Plan of Operation.
(a) Liquidity and Capital Resources
During the quarter, the company earned revenues in accordance with the Company's current NIBCO Agreement. The current NIBCO Agreement requires minimal payments, which increase during the contract period, which expires on April 30, 2004. The Company's production plans are intended to meet NIBCO's requirements, which are expected to increase during the calendar year 2001.
Additionally, the Company is currently evaluating how to proceed with its CinchLockâ product introduction into the metals markets. One option under consideration would be to secure additional licenses for metal market applications. The second option under consideration would be for the Company to internally develop, produce, market and distribute a product line of CinchLockâ metal market repair couplings.
During the quarter, the Company finalized prototype drawings so that metal connectors can be manufactured for testing.
The Company intends to receive additional income pursuant to its NIBCO Agreement and also intends to receive funding from its parent company in order to meet its cash requirements for the upcoming fiscal year. However, there can be no assurance that such sources of funding will continue.
(b) Results of Operations for the quarter ended April 30, 2001
The operating profit was $9,459 for the quarter ending April 30, 2001 as compared to an operating loss of $50,172 for the corresponding quarter in 2000. The operating profit is mainly attributable to the NIBCO Contract Income, which began in May 2000.
(c) Results of Operations for the nine-month period ended April 30, 2001
The operating loss was $12,761 for the nine-month period ending April 30, 2001 as compared to $93,180 for the corresponding nine-month period in 2000. The decrease in the operating loss is mainly attributable to the NIBCO Contract Income, which began in May 2000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports of Form 8-K.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE ROVAC CORPORATION
(Registrant)
Date: June 13, 2001/Raymond E. Shea, Jr./
Raymond E. Shea, Jr.
Vice President and Treasurer