1 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 September 28, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________to ________________________ Commission file number 0-25528 ------ ENVIROQ CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 59-3290346 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3918 Montclair Road, Suite 206 Birmingham, Alabama 35213 -------------------- ----- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (205)870-0588 ------------- N/A ------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) 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 -- -- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Common Stock, par value $0.01 1,009,377 ----------------------------- ----------------- (Class) (Number of Shares) Traditional Small Business Disclosure Format (Check one): Yes [x] No [ ] 2 ENVIROQ CORPORATION AND SUBSIDIARIES FORM 10-QSB SEPTEMBER 28, 1996 ITEM PAGE ---- ---- CONSOLIDATED CONDENSED BALANCE SHEETS - MARCH 30, 1996 AND SEPTEMBER 28, 1996 3 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS- SIX MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30,1995 5 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - SIX MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30,1995 6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10 PART II - OTHER INFORMATION 12 SIGNATURES 14 2 3 ENVIROQ CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ================================================================================ Sept. 28, March 30, 1996 1996 ----------- ----------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,391,030 $ 3,628,990 Interest receivable - 7,890 Accounts receivable (no allowance considered necessary) 189,465 126,397 License fees receivable 4,960 4,960 Inventories 208,966 118,390 Notes receivable 30,577 - Prepaid expenses and other assets 42,366 34,078 ----------- ----------- Total current assets 2,867,364 3,920,705 ----------- ----------- OTHER ASSETS: Employee notes receivable 17,000 17,000 Other 8,996 17,989 ----------- ----------- Total other assets 25,995 34,989 ----------- ----------- PROPERTY, PLANT AND EQUIPMENT, at cost Land 310,135 310,135 Building - - Operating equipment 25,563 25,563 Other equipment and vehicles 59,602 55,048 ----------- ----------- 395,300 390,746 Less accumulated depreciation (59,856) (56,402) ----------- ----------- Property, plant and equipment, net 335,444 334,344 ----------- ----------- TOTAL ASSETS $ 3,228,803 $ 4,290,038 =========== =========== See accompanying notes to consolidated financial statements. 3 4 ENVIROQ CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS ================================================================================ Sept. 28, March 30, 1996 1996 ----------- ----------- (Unaudited) LIABILITIES AND STOCKHOLDERS'EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 116,421 $ 165,753 Salaries, wages and related taxes 7,722 9,814 Income taxes payable 1,040,504 ----------- ----------- Total liabilities 124,143 1,216,071 ----------- ----------- COMMITMENTS AND CONTINGENCIES (Note 3) STOCKHOLDERS' EQUITY Common stock (par value $.01 per share), authorized 10,000,000 shares, issued and outstanding effective April 18, 1995, 1,009,377 shares 10,094 10,094 Additional paid-in capital 6,190,647 6,190,647 Accumulated deficit (3,096,081) (3,126,774) ----------- ----------- Total stockholders' equity 3,104,660 3,073,967 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $ 3,228,803 $ 4,290,038 =========== =========== See accompanying notes to consolidated financial statements. 4 5 ENVIROQ CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS ================================================================================ (All Periods Unaudited) Three Months Ended Six Months Ended ` --------------------------- -------------------------- Sept. 28, Sept. 30, Sept. 28, Sept. 30, 1996 1995 1996 1995 REVENUES $ 311,113 $ 258,811 $ 635,680 $350,837 COST OF REVENUES 163,556 141,574 345,286 192,823 --------- --------- --------- -------- GROSS PROFIT 147,557 117,237 290,394 158,014 --------- --------- --------- -------- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 181,687 240,106 331,051 432,344 --------- --------- --------- -------- LOSS FROM OPERATIONS (34,130) (122,869) (40,657) (274,330) --------- --------- --------- -------- OTHER INCOME (LOSS) 31,475 (30,345) 71,350 (1,362) --------- --------- --------- -------- INCOME (LOSS) BEFORE INCOME TAXES (2,655) (153,214) 30,693 (275,692) --------- --------- --------- -------- INCOME TAX BENEFIT - 50,000 - 85,000 --------- --------- --------- -------- NET INCOME (LOSS) $ (2,655) $(103,214) $ 30,693 $(190,692) ========= ========= ========= ========= NET INCOME (LOSS) PER SHARE $ (0.00) $ (0.10) $ 0.03 $ (0.19) ========= ========= ========= ========= See accompanying notes to consolidated financial statements. 5 6 ENVIROQ CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (All Periods Unaudited) ================================================================================ Six Months Ended ---------------------------------- Sept. 28, 1996 Sept. 30, 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Not Income (Loss) $ 30,693 $ (190,692) Adjustments to reconcile net Income (Loss) to net cash used in operating activities: Depreciation 3,454 48,665 Amortization 8,995 43,251 Changes in assets and liabilities provided (used) cash: (1,276,548) (240,044) ---------- ----------- Net cash used in operating activities (1,233,406) (338,820) ---------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property, plant and equipment (4,554) (17,601) ---------- ----------- Net cash used in investing activities (4,554) (17,601) ---------- ----------- NET DECREASE IN CASH AND CASH EQUIVALENTS (1,237,960) (356,421) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,628,990 505,169 ---------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,391,030 $ 148,748 ========== =========== See accompanying notes to consolidated financial statements. 6 7 ENVIROQ CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - MANAGEMENT'S REPRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These unaudited financial statements include all adjustments, consisting of normal recurring accruals, which Enviroq Corporation considers necessary for a fair presentation of the financial position and the results of operations for these periods. The results of operations for the six months ended September 28, 1996 are not necessarily indicative of the results to be expected for the full year ending March 29, 1997. For further information, refer to the financial statements and footnotes thereto included in the Company's Form 10-KSB for the year ended March 30, 1996, as filed with the Securities and Exchange Commission. NOTE 2 - GENERAL A. COMPANY INFORMATION Enviroq Corporation, a Delaware corporation (the "Company"), was incorporated on February 9, 1995. At the time of its incorporation, the Company was a wholly-owned subsidiary of a Delaware corporation formerly named Enviroq Corporation ("Old Enviroq"). Prior to April 18, 1995, the Company was named New Enviroq Corporation ("New Enviroq"). On April 18, 1995, Old Enviroq distributed all of the issued and outstanding capital stock of New Enviroq to the holders of the common stock of Old Enviroq (the "Distribution"). Following the Distribution, the Company changed its name from New Enviroq Corporation to Enviroq Corporation. Also following the Distribution, Old Enviroq merged with a subsidiary of Insituform Mid-America, Inc. ("IMA") and changed its name to Insituform Southeast, Inc. ("Insituform Southeast"). The Company's principal executive office is located at 3918 Montclair Road, Suite 206, Birmingham, Alabama 35213, and its telephone number is (205) 870-0588. The Company's mailing address is P. O. Box 130062, Birmingham, Alabama 35213. The Company is principally engaged in the development, commercialization, formulation and marketing of spray-applied resinous products, and in the treatment of municipal wastewater biosolids. The Company's operations are conducted primarily through Sprayroq(R), Inc., a Florida corporation ("Sprayroq"), and through Synox(R) Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company ("Synox"). The Company owns 50% of the outstanding capital stock of Sprayroq. Sprayroq is engaged in the development, commercialization, manufacture and marketing of spray-applied resinous materials. Synox is engaged in the research, development and marketing of a process for the treatment of municipal wastewater biosolids. To date, most of the revenue and operating income for the Company have resulted from the operations of Sprayroq. 7 8 B. BASIS OF PRESENTATION Principles of Consolidation - The consolidated financial statements include the accounts of Enviroq Corporation, Synox and Sprayroq. These financial statements included the historical financial statements of Synox and Sprayroq effective April 18, 1995, as if the operations included herein had been operating as one entity for the periods presented. They include, at their historical amounts, the assets, liabilities, revenues and expenses directly related and those allocated to the businesses which comprise most of the Company's operations. All significant intercompany transactions are eliminated. Although the Company owns 50% of the outstanding capital stock of Sprayroq, all of the operating results of Sprayroq have been included, without discount or reduction. C. INCOME (LOSS) PER SHARE Income per share was computed by dividing net income by the 1,009,377 shares of common stock outstanding as of September 28, 1996, considering these shares to be outstanding for all periods presented. NOTE 3 - COMMITMENTS AND CONTINGENCIES Synox is the exclusive licensee of certain technology and know-how under a license agreement with a company controlled by certain affiliates of the Company. The agreement currently covers 15 states in the license territory and grants an option to acquire additional territory on a payment of a prepaid royalty. The option rights expire December 31, 1997. Under the terms of its license agreement, Synox is subject to minimum royalty provisions and to the maintenance of a $50,000 net worth and the performance of other material provisions of the license agreement. Minimum annual royalties (based upon retaining the 15 states currently under the agreement) are due each January 1, for the ensuing calendar year through the license expiration, according to the following schedule. On January 1, 1995, a minimum royalty expense of $45,168 was paid. <Caption DUE DATE AMOUNT - -------------------------------------------------------- January 1, 1997 $ 90,336 - -------------------------------------------------------- January 1, 1998 180,671 - -------------------------------------------------------- January 1, 1999 180,671 - -------------------------------------------------------- January 1, 2000 through 2007 225,839 - ------------------------------------------------------- Pursuant to the merger agreement between Old Enviroq and Synox, the stockholders of Synox at the time of the merger received Old Enviroq shares valued at $672,000 in the aggregate plus the right to receive additional shares of Old Enviroq, dependent on the earnings of Synox, up to a maximum value of $2,017,000. In addition, the then existing obligations of Synox under promissory notes to certain shareholders ($767,376 at September 30, 1991 plus additional interest at 7.66%) shall become payable by Synox in cash only after such time as (i) all the contingent shares have been issued and (ii) accumulated retained earnings are available for such payment. Interest shall become payable only to the extent of available net earnings. As a result of the Distribution of Company shares referred to in Note 2.A above, the obligation to issue contingent shares became an obligation of the Company to issue its shares in lieu of Old Enviroq shares. To the extent additional, contingent shares become issuable in the future or additional obligations become payable in the future, such consideration will be recorded at that time at its fair value and accounted for as additional intangible assets. The Company and Replico Development Company, Inc. ("Replico") each own 50% of the outstanding capital stock of Sprayroq, and pursuant to the Stockholder Agreement dated as of March 25, 1992 between the Company (as successor to Old Enviroq), Sprayroq and Replico, the parties agreed to vote their respective 8 9 shares to elect three directors designated by the Company and two directors designated by Replico. Sprayroq has obtained its operating funds primarily from the Company. To date, the Company has made loans to Sprayroq to fund the working capital and other needs of Sprayroq in the aggregate amount of approximately $645,000, plus interest due on principal amounts of approximately $196,000. On October 15, 1996, the board of directors of Sprayroq voted to restructure and consolidate this debt with the Company, and a Consolidated Note evidencing the restructured debt was executed on October 21, 1996 by Sprayroq . Under the terms of this restructuring and consolidation, the principal amount of the debt is $840,249. The rate of interest on the debt is 7% per annum. The debt will be amortized over a 30-year period, with the balance of the principal due, in the form of a "balloon" payment, on October 1, 2001. * * * * 9 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenue For the three months ended September 28, 1996, the Company generated revenues of approximately $311,000, as compared to approximately $259,000 for the three months ended September 30, 1995, representing an increase of approximately 20%. For the six months ended September 28, 1996, the Company generated revenues of approximately $636,000, as compared to approximately $351,000 for the six months ended September 30, 1995, representing an increase of approximately 81%. The increase in revenues for both the three month period and the six month period is primarily attributable to increased sales by the Company's Sprayroq subsidiary. Cost of Revenues / Gross Profit Cost of revenues were approximately $164,000 for the three months ended September 28, 1996, as compared to approximately $142,000 for the three months ended September 30, 1995, representing an increase of approximately 15%. Cost of revenues were approximately $345,000 for the six months ended September 28, 1996, as compared to approximately $193,000 for the six months ended September 30, 1995, representing an increase of approximately 79%. Cost of revenues increased primarily as a result of increased revenues. Gross profit margin was approximately 47% for the three months ended September 28, 1996, as compared to approximately 45% for the three months ended September 30, 1995. Gross profit margin was 46% for the six months ended September 28, 1996, as compared to approximately 45% for the six months ended September 30, 1995. The Company was able to maintain approximately the same gross profit margin for the three month period as compared to the corresponding period last year primarily as a result of the ability of the Company's Sprayroq subsidiary to offset increases in costs of materials with increased economies of scale. Selling, General and Administrative Expenses Selling, General and Administrative Expenses ("S,G&A") for the three months ended September 28, 1996 were approximately $182,000, as compared to approximately $240,000 for the three months ended September 30, 1995, a decrease of 24%. S,G&A for the six months ended September 28, 1996 were approximately $331,000, as compared to approximately $432,000 for the six months ended September 30, 1995, a decrease of 23%. The decrease in S,G&A for the three month period and the six month period is primarily attributable to reduction in expenses at the Company's Synox subsidiary. Other Income (Expense) - Net Other Income (Expense) - Net was approximately $31,000 in income for the three months ended September 28, 1996, as compared to approximately ($30,000) for the three months ended September 30, 1995. Other Income (Expense) - Net was approximately $71,000 in income for the six months ended September 28, 1996, as compared to approximately ($1,000) for the six months ended September 30, 1995. For the three month period and the six month period ended September 28, 1996, most of the other income resulted from interest income and accrued interest receivable by the Company from its bank cash deposits, money market accounts, and other investments. For the three month period and the six month 10 11 period ended September 30, 1995, most of the expense resulted from increases in expenses, which were not offset by corresponding interest income. Net Income (Loss) For the three months ended September 28, 1996, the net loss was approximately $3,000, as compared to net loss of approximately $103,000 as of September 30, 1995. For the six months ended September 28, 1996, net income was approximately $31,000, as compared to a net loss of approximately $191,000 as of September 30, 1995. The net loss for the three months ended September 28, 1996 was primarily attributable to increases in audit, legal and insurance expenses, while the net loss for the three months ended September 30, 1995, was primarily attributable to losses at the Company's Synox and Sprayroq subsidiaries. Net income for the six month period ended September 28, 1996 was primarily attributable to increases in revenue and gross profit. The net loss for the six month period ended September 30, 1995 was primarily attributable to losses at the Company's Synox and Sprayroq subsidiaries. Financial Condition For the three months ended September 28, 1996, stockholders' equity decreased as compared to the preceding quarter ended June 29, 1996, primarily as a result of the associated net loss. For the six months ended September 28, 1996, stockholders' equity increased as compared to the fiscal year ended March 30, 1996, primarily as a result of the associated net income. For the three months and six months ended September 28, 1996, total assets, total liabilities and working capital decreased, primarily as a result of the payment of income taxes. At September 28, 1996, the Company had approximately $2,743,000 in working capital and a current ratio of 23.1-to-1, as compared to working capital of approximately $2,705,000 and a current ratio of 3.2-to-1 at March 30, 1996. At September 28, 1996, the Company's cash and cash equivalents totaled approximately $2,391,000. In addition, accounts receivable totaled approximately $189,000. The Company used cash of approximately $1,238,000 for the six months ended September 28, 1996, primarily as a result of the payment of income taxes during the quarter ended June 29, 1996 and, to a lesser extent, as a result of increased inventories, accounts receivable and prepaid expenses. Depreciation and amortization expense was approximately $12,000 for the six months ended September 28, 1996. Net fixed assets increased approximately $1,000 between March 30, 1996 and September 28, 1996. This increase is attributable to the purchase of equipment offsetting the accumulated depreciation. The Company does not believe that there is any appreciable seasonal impact on the business of the Company, although extreme cold weather may impair installation of spray-applied materials which may result in decreased resin sales by Sprayroq. The Company's undeveloped property in Jacksonville, Florida (approximately 10.6 acres) is currently being offered for sale, which may result in an increase in the Company's cash. Operating cash flow combined with available cash and cash equivalents are currently expected to be sufficient in amount to provide resources to the Company's working capital needs during fiscal year 1997. To the extent that the Company is not able to meet its financial goals, however, the Company's revenues may not be sufficient to satisfy the Company's working capital needs. Consequently, there can be no assurance that the Company's revenues will be sufficient to adequately fund the Company's future working capital needs. 11 12 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 The annual meeting of the Shareholders of the Company was held on September 12, 1996. At the annual meeting, the Shareholders elected seven (7) directors to serve for the ensuing year, and ratified management's appointment of Deloitte and Touche, LLP as the Company's independent public accountants. With respect to the election of directors, the following table provides the results of the vote: VOTES VOTES ABSTENSIONS/ DIRECTOR FOR AGAINST NON-VOTES ------------------------------------------------------------------------------------------------------- Charles A. Long, Jr 931,656 6,591 0 William J. Long 931,936 6,311 0 Antonio M. Marinelli 932,016 6,231 0 Michael X. Marinelli 931,656 6,591 0 Orlando M. Marinelli 931,656 6,591 0 W. T. Goodloe Rutland 931,966 6,281 0 Alexander P. Zechella 931,966 6,281 0 With respect to the appointment of Deloitte and Touche, there were 937,159 votes cast for the appointment, 668 votes cast against, and 420 abstentions and non-votes. ITEM 5 - Other Information In a letter to the shareholders contained in the annual report of Company for the year ended March 30, 1996, the president and chief executive officer of the Company made the following statement: "The strong financial position of the Company, along with its status as a public company, may offer opportunities for growth. The management of your Company is therefore searching for opportunities to leverage the Company's advantages to bring additional value to its shareholders. Such opportunities may or may not involve the Company's traditional businesses and markets." 12 13 ITEM 6 - Exhibits and Reports on Form 8-K (a) The following exhibits are included or are incorporated by reference into this Form 10-QSB: Description of Exhibits Item ---- 3.01 Certificate of Incorporation of New Enviroq Corporation. Exhibit 3.01 to the Company's Registration Statement on Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference (Commission File No. 0-25528). 3.02 Certificate of Amendment to Certificate of Incorporation of New Enviroq Corporation. Exhibit 3.02 to the Company's Registration Statement on Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference (Commission File No. 0-25528). 3.03 Bylaws of New Enviroq Corporation. Exhibit 3.03 to the Company's Registration Statement on Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference (Commission File No. 0-25528). 4.01 Certificate of Designation of Rights and Preferences of Series A Preferred Stock. Exhibit 4.01 to the Company's Registration Statement on Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference (Commission File No. 0-25528). 4.02 Form of Certificate of Common Stock. Exhibit 4.02 to the Company's Registration Statement on Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference (Commission File No. 0-25528). 4.03 Form of Certificate of Series A Preferred Stock. Exhibit 4.03 to the Company's Registration Statement on Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference (Commission File No. 0-25528). 10.01 Consolidated Note dated October 21, 1996 and issued by Sprayroq, Inc. in favor of the Company in aggregate principal sum of $840,249. 27 Financial Data Schedule (for SEC use only) (b) Reports on Form 8K filed during the period: None. 13 14 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ENVIROQ CORPORATION Date: November 5, 1996 By: /s/ William J. Long -------------------- William J. Long, President and Chief Executive Officer (Principal Financial and Accounting Officer 14