SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File Number 000-25183
VENTURI TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
NEVADA 87-0580279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
763 NORTH 530 EAST 84097
OREM, UTAH (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (801) 235-9552
Indicate by check mark 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 requirements for the past 90 days.
Yes [X] No [ ]
As of November 10, 1999, Registrant had outstanding 10,950,976 shares of
Common Stock.
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited)
ASSETS
September 30,
1999
-------------
Current Assets:
Cash and cash equivalents $ 547,545
Accounts receivable, net 1,684,340
Prepaid expenses and other 221,822
Unbilled Revenue 436.176
Deposits 434,030
-----------
Total Current Assets 3,323,913
Property, Plant and Equipment, net 4,366,592
Deferred income tax benefit 4,060,866
Other Assets 703,137
-----------
Total Assets $ 12,454,507
============
The accompanying notes are an integral
part of these consolidated financial statements.
-2-
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY
(Unaudited)
September 30,
1999
-----------
Current Liabilities:
Short-term debt $ 313,588
Payroll taxes payable 222,977
Accounts payable 1,193,240
Preferred dividends payable 57,218
Accrued liabilities 251,651
Customer Deposits 160
------
Total Current Liabilities 2,038,834
----------
Long-term Notes payable 3,844,912
----------
Total Liabilities 5,883,746
----------
Shareholders' Equity:
Common stock, $0.001 par value,
20,000,000 shares authorized;
10,955,596 shares issued 10,956
Preferred Stock 3,141
Additional Paid In Capital 16,144,669
Preferred dividend (15,727)
Retained earnings (loss) (7,923,576)
Year-to-date earnings (loss) (1,648,701)
----------
Total shareholders' Equity 6,570,762
----------
Total Liabilities and Equity $ 12,454,507
============
The accompanying notes are an integral
part of these consolidated financial statements.
-3-
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
September 30
------------------
1999 1998
---- ----
REVENUE $3,532,301 $ 2,094,326
COSTS AND EXPENSES:
Cost of Goods sold 437,376 327,488
Direct wages and costs 943,110 687,351
---------- ----------
1,380,486 1,014,839
---------- ----------
GROSS PROFIT 2,151,815 1,079,487
---------- ----------
OPERATING EXPENSES 1,212,775 1,061,294
---------- ----------
NET OPERATING INCOME 939,040 18,193
---------- ----------
GENERAL AND ADMINISTRATIVE 883,346 846,923
---------- ----------
INCOME BEFORE INTEREST, TAX, DEPRCIATION & AMORT. 55,694 (828,730)
---------- ----------
INTEREST, DEPRECIATION & AMORT. 420,703
----------
PROVISION FOR INCOME TAXES (BENEFIT) (128,000) (290,055)
---------- ----------
NET INCOME (LOSS) $ (237,009) $ (538,675)
---------- ----------
NET INCOME PER COMMON SHARE $ (0.02) $ (0.12)
---------- ----------
COMMON SHARES OUTSTANDING 10,955,596 4,656,804
=========== ===========
The accompanying notes are an integral
part of these consolidated financial statement.
-4-
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
Three Months Ended
September 30
------------------
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 2,450,625 $ 1,604,846
Cash paid to suppliers and employees (2,725,836) (2,653,746)
Interest paid (137,117) (1,220)
Interest received 16,134 4,461
Income taxes paid 0 0
---------- ----------
Net Cash Provided by Operating Activities (396,195) (1,045,659)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (298,642) (878,149)
Payoff of receivables factoring (384,000)
Net proceeds from lease line (1,357,186) 117,548
---------- ----------
Net Cash Used in Investing Activities (2,039,828) (760,601)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of cash dividends (0) (17,352)
Proceeds from selling of preferred stock 880,000 862,022
Proceeds from Capital leases and notes (0) 0
Proceeds from exercise of stock options 0
---------- ----------
Net Cash from Financing Activities 880,000 844,670
NET INCREASE IN CASH AND CASH EQUIVALENTS (1,556,023) (961,590)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,103,568 88,027
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 547,545 $ (873,563)
=========== ===========
The accompanying notes are an integral
part of these consolidated financial statements.
-5-
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
Reconciliation of Net Income to Net Cash Provided by Operating Activities
Three Months Ended
September 30
------------------
1999 1998
---- ----
NET INCOME $ (237,009) $ (538,675)
---------- ----------
Depreciation and amortization 299,719 49,996
(Increase) decrease in accounts receivable (645,500) (485,019)
Increase in prepaid expenses and other assets 374,954 (248,451)
(Decrease) Increase in accrued liabilities 283,240 (110,000)
Increase (decrease) in accounts payable (599,599) 97,954
Increase (decrease) in deferred income tax benefit 128,000 188,536
---------- ----------
Total Adjustments (159,186) (506,984)
---------- ----------
Net Cash Provided by Operating Activities $ (396,195) $(1,045,659)
========== ===========
The accompanying notes are an integral
part of these consolidated financial statements
-6-
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1 -- Interim Financial Statement Policies and Disclosures
The unaudited, consolidated, condensed financial statements of Venturi
Technologies Inc., a Nevada corporation, included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote Disclosures normally required in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
These consolidated, condensed financial statements reflect all adjustments
which, in the opinion of management, are necessary to present a fair statement
of the results of operations for the interim periods presented. All of the
adjustments which have been made in these consolidated, condensed financial
statements are of a normal recurring nature.
It is suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto included in the
Company's latest Annual Report on Form 10-KSB.
Note 2 -- Equipment Purchases
During the first quarter of 1999, the Company ordered an additional 140
trucks equipped with carpet cleaning equipment. As of November 12, 1999, the
Company had a total of 84 trucks in service. The remaining trucks on the 140
truck order will be delivered in increments through March 2000. After all the
140 new trucks are in service, Venturi's truck mounted carpet cleaning fleet
will total 192 trucks. The 140 trucks ordered during the first quarter of 1999
are being financed using capital leases with five-year terms. The effective
implicit interest rate in the leases is 18 %.
Note 3 -- Investments
On approximately September 29, 1999, the Company sold and issued 550,000
shares of $0.001 par value common stock to three German individuals for total
consideration of $1,100,000, in a transaction that was exempt from registration
with the Securities and Exchange Commission pursuant to Regulation S and Rules
505 and 506 promulgated under the Securities Act of 1933.
Note 4 -- Acquisitions
On September 30, 1999, the Company acquired all of the outstanding stock of
J.L.L.C., Inc., a Utah corporation doing business in the Salt Lake City, Utah
area under the name Leavitt Restoration Services, in exchange for 25,000 shares
of $0.001 par value common stock of Venturi Technologies, Inc. The name of
J.L.L.C., Inc. was then changed to Venturi Flood & Fire Restoration, Inc. The
Company intends to eventually spin off all of its restoration work into Venturi
Flood & Fire
-7-
Restoration, Inc., which will continue to be operated as a wholly owned
subsidiary of Venturi. This acquisition will be treated by the Company as a
pooling for accounting purposes. Leavitt Restoration Services was founded in
1988, and during the past several years its average annual revenue was
approximately $1 million to $1.5 million.
On October 19, 1999, Venturi Technologies, Inc. (the "Company") entered
into a Restated Global Agreement for Purchase and Sale, pursuant to which the
Company agreed to acquire all of the assets of six related partnerships and all
of the outstanding stock of four related corporations, in separate closings
between October 1999 and January 2000. The entities are all engaged in the
professional carpet cleaning services business in the states of Colorado,
Florida, Arizona, Nevada, Oregon, Georgia and Washington, and in the province of
British Columbia, Canada.
The consideration for the assets and stock consists of a total of
$1,650,000 cash, promissory notes in the aggregate principal amount of
$3,200,000 (which will be amortized over 15 years and require a balloon payment
in three years, with interest on the unpaid principal accruing at 9% per annum)
and a total of 800,000 shares of restricted Venturi common stock, which is to be
valued at $4.00 per share for purposes of this transaction. The cash portion of
the purchase price is from general working capital of the Company. The purchase
price was arrived at as a multiple of adjusted EBITDA (earnings before taxes,
interest, depreciation and amortization). Mitchell J. Martin and Lloyd E.
Peterman, the principals of the MPI entities, will become employees of Venturi
as part of the acquisition.
The partnerships whose assets are being acquired are as follows: MPI of
Arizona, MPI of Nevada, MPI of Washington, MPI of Southern Florida, MPI of
Northern Florida and MPI of Georgia. The corporations whose stock is being
acquired are as follows: Martin & Peterman, Inc.; MPI of Florida, Inc.; MPI of
Oregon, Inc.; and 593693 B.C. LTD., doing business as Sunburst Carpet Services.
Each of the partnerships whose assets is being acquired is a Colorado
general partnership whose 51% partner is All Fours Distributing, Inc., a
Colorado corporation with all of its stock owned by Mitchell J. Martin and Lloyd
E. Peterman. Each of the corporations whose stock is being acquired, with the
exception of 593693 B.C. LTD, is a Colorado corporation with all of its
outstanding stock owned by Messrs. Martin and Peterman. 593693 B.C. LTD is a
British Columbia, Canada, corporation whose stock was acquired 51% from All
Fours Distributing, Inc. and 49% from Jason Dupuis (49%).
The assets of the partnerships and the corporations being acquired consist
primarily of carpet cleaning equipment, inventory, cash, accounts receivable,
customer lists and good will. The Company intends to sell the used carpet
cleaning equipment in the open market, and to replace it with proprietary
Venturi equipment.
Pursuant to the Global Agreement for Purchase and Sale, on October 19,
1999, the Company acquired the assets of MPI of Nevada, a Colorado corporation,
and the stock of 593693 B.C. LTD., a British Columbia, Canada, corporation doing
business under the name Sunburst Carpet Services. The consideration for the
assets of MPI of Nevada consisted of $20,000 cash, 10,000 shares of the
-8-
Company's common stock and a promissory note in the principal amount of $40,000.
The promissory note accrues interest at the rate of 9% per annum and is
amortized over a 15 year term, with a balloon payment due in three years. The
Company also assumed certain debt and liabilities in the total amount of
approximately $90,000. The consideration for the stock of 593693 B.C. LTD.
consisted of $50,000 cash and the assumption of certain debt and liabilities in
the total amount of approximately $19,000.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This Form 10-QSB may contain trend information and forward-looking
statements that involve risks and uncertainties. The actual results of
operations of the Company could differ materially from the Company's historical
results of operations and those discussed in such forward-looking statements as
a result of certain factors set forth in this section and elsewhere in this Form
10-QSB, including information incorporated by reference.
RESULTS OF OPERATIONS
The Company's revenue for the third quarter of 1999 increased 68.7% over
revenue for the same three month period in 1998. This increase was primarily
attributable to an increase in same base sales that was accomplished through
intensive training and marketing. The increase was also attributable to several
acquisitions by the Company of independent carpet cleaning and restoration
businesses during 1998 and the acquisition of J.L.L.C., Inc. (doing business as
Leavitt Restoration Services) in the third quarter of 1999, which is being
treated as a pooling for accounting purposes.
The Company's cost of goods sold was 12.4% of sales in the third quarter of
1999, as compared to the 15.6% of sales in the third quarter of 1998, and the
direct wages and costs were 26.7% of sales in the third quarter of 1999 as
compared to 32.8% of sales in the third quarter of 1998. This reduction is
attributable to better training and better efficiencies created by economies of
scale.
Operating costs increased approximately 14.3% in the third quarter of 1999
as compared to the third quarter of 1998. However, operating costs as a
percentage of sales decreased from 50.7% of sales in the third quarter of 1998
to just 34.3% of sales in the third quarter of 1999, again primarily as a result
of increased efficiencies, better training and some cost cutting efforts by
management.
General and administrative expenses increased just 4.3% from the third
quarter of 1998 to the third quarter of 1999. As a percentage of sales, general
and administrative expenses dropped from 40% of sales in the third quarter of
1998 to 25% of sales in the same period of 1999. The decrease in general and
administrative expenses as a percentage of sales is attributable to several
factors, including the increase in sales, the decrease in the costs of outside
services such as legal fees, and the fact that most of the Company's
infrastructure is now in place and trained.
-9-
The Company's net loss decreased from $538,675 in the third quarter of 1998
to $237,009 in the third quarter of 1999, primarily as a result of increased
revenue, increased efficiencies, better training of employees and more
streamlined operations.
LIQUIDITY
During the third quarter of 1999, the Company raised $1,100,000 from the
sale of common stock (see Note 3 to Consolidated Condensed Financial
Statements). The proceeds from those sales of stock should enabled the Company
to pay many of its old payables and to acquire J.L.L.C., Inc., MPI of Nevada and
Sunburst Carpet Services. The Company continues to raise investment capital, to
be used to fund expansion and growth and to be used as consideration to acquire
independent carpet cleaning businesses. Management is confident of its ability
to continue to raise investment capital as needed. Although the Company showed a
loss for the third quarter of 1999, the loss was smaller than the loss in prior
quarters, and during the month of July 1999, the Company had a positive net cash
flow for the first time in its history. Management is optimistic that the
Company will achieve a consistent positive cash flow in the near future, and
that it will be able to maintain that positive cash flow.
YEAR 2000 COMPLIANCE
The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Management of the
Company does not anticipate that any significant modification or replacement of
the Company's software will be necessary for its computer systems to properly
utilize dates beyond December 31, 1999 or that the Company will incur
significant operating expenses to make any such computer system improvements.
The Company is not able to determine, however, whether any of its suppliers,
lenders, or service providers will need to make any such software modifications
or replacements or whether the failure to make such software corrections will
have an effect on the Company's operations or financial condition.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
None
(b) REPORTS ON 8-K
A report on Form 8-K was filed on November 12, 1999 reporting as Item
2 of such form the Company's October 19, 1999 agreement to acquire
Martin & Peterman, Inc. ("MPI") and related companies.
-10-
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.
VENTURI TECHNOLOGIES, INC.
Dated: November 12, 1999 By: /s/Gaylord M. Karren
--------------------------
Gaylord M. Karren, Chairman of the Board
and Chief Executive Officer
By: /s/ B.J. Mendenhall
--------------------------
B.J. Mendenhall
Chief Accounting Officer
-11-